Interim report
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RateGain Travel Technologies Limited Great Mid - size Workplaces Great Place To Work . INDIA 2025 RateGain August 06 , 2026 To , National Stock Exchange of India Limited ( NSE : RATEGAIN ) BSE Limited ( BSE : 543417 ) Subject : Outcome of the Board Meeting held on August 06 , 2026 Dear Sir / Ma'am , Pursuant to Regulation 30 , 33 and other applicable provisions of SEBI ( Listing Obligations and Disclosure Requirements ) Regulations , 2015 ( ‘ Listing Regulations ' ) , we wish to inform you that the Board of Directors of the RateGain Travel Technologies Limited , ( hereinafter referred to as the ' Company ' ) in its meeting held today i.e. , on Thursday , August 06 , 2026 , have inter - alia considered and approved the following matters : 1 ) Unaudited ( Standalone and Consolidated ) Financial Results ( Financial Results ' ) of the Company for the quarter ended June 30 , 2026 . The Financial Results will also be disseminated on the Company's website at https://investors.rategain.com/ . Pursuant to Regulation 30 and 33 of the Listing Regulations , we are enclosing herewith the following as ' Annexure A ' : ( a ) Financial Results of the Company for the quarter ended June 30 , 2026 . ( b ) Limited Review Report on the Financial Results of the Company for the quarter ended June 30 , 2026 . 2 ) Issuance of Corporate Guarantee Further , the Company has also approved issuance of Corporate Guarantee of up to USD 65.00 million to banks and / or financial institutions in respect of loan facilities to be availed by RateGain Technologies Limited , UK and Sojern , Inc. , wholly owned subsidiaries of the Company . Pursuant to Regulation 30 read with Schedule III of the SEBI Listing Regulations and SEBI Master Circular No. HO / 49 / 14 / 14 ( 7 ) 2025 - CFD - POD2 / 1 / 3762 / 2026 dated January 30 , 2026 , we are enclosing herewith the details with respect to the corporate guarantee as ' Annexure B ' . The Board Meeting commenced at 12:00 noon . and concluded at 1:15 p.m. Please take the above information on record . Yours faithfully , For RATEGAIN TRAVEL TECHNOLOGIES LIMITED Mukesh Kumar General Counsel , Company Secretary & Compliance Officer Membership No .: A17925 Encl .: As above Corporate Office Address : Plot No. 3,4,5 , Club 125 , Tower A , 4th Floor Sector - 125 Noida - 201301 , Uttar Pradesh India Registered Office Address : M - 140 , Greater Kailash , Part - II , Delhi - 110048 Tel : +91 120 5057000 CIN : L72900DL2012PLC244966 Website : www.rategain.com E - mail : help@rategain.com
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Deloitte Haskins & Sells LLP Chartered Accountants 7th Floor Build ing 10 Tower B DLF Cyber City Complex DLF City Phase II Gurugram - 122 002 Haryana, India Tel: +91 124 679 2000 Fax: +91 124 679 2012 INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM STANDALONE FINANCIAL RESULTS TO THE BOARD OF DIRECTORS OF RATEGAIN TRAVEL TECHNOLOGIES LIMITED 1. We have reviewed the accompany ing Statement of Standa lone Unaudited Financial Results of RATEGAIN TRAVEL TECHNOLOGIES LIMITED ("the Company"), which includes RateGain Employees Benefit Trust ("the Trust"), for the quarter ended June 30, 2026 ("the Statement"), being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligatio ns and Disclosure Requirements) Regulations, 2015, as amended ("the LODR Regulations"). 2. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with releva nt rules issued the reunder and other accounting principles genera lly accepted in India and in compl iance with Regulation 33 of the LODR Regulations. Our responsib ili ty is to express a conclus ion on the Statement based on our review . 3. We conducted our review of the Statement in accorda nce with the Standard on Review Engagements (SRE) 2410 'Rev iew of Interim Financia l Information Performed by the Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of India (!CAI). A review of inter im financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters and apply ing analytical and other review procedures. A review is substantia lly less in scope than an audi t conducted in accordance with Standards on Auditing specified under section 143( 10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all sign ificant matters that might be ide ntified in an audit. Accordingly, we do not express an audit opinion . We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent appl icable. 4. Based on our review conduc ted and procedures performed as stated in parag raph 3 above and based on the consideration of the review report of the other auditor as referred in paragraph 5 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement. Regd. Office: One International Centre, Tower 3, 31st floor, Senapatl Bapat Marg, Elphinstone Road (West), Mumbal-400 013, Maharashtra, India . Deloitte Haskins & Sells LLP is registered with Limited Liability having LLP Ident ification No.: AAB-8737 Page 1 of 2
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Deloitte Haskins & Sells LLP 5. We did not review the interim financial results of RateGain Employees Benefit Trust ("the Trust") included in the Statement whose interim financial results reflect total revenue of~ NIL for the quarter ended June 30, 2026, total net loss after tax and other comprehensive loss of ? 0 .004 million and ? 0.004 million respectively for the quarter ended June 30, 2026, as considered in the Statement. The interim financial results of the Trust have been rev iewed by the other auditor whose report has been furnished to us, and our conclusion in so far as it relates to the amounts and disclosures included in respect of this Trust, is based solely on the report of such other auditor and the procedures performed by us as stated in paragraph 3 above. Our conclusion on the Statement is not modified in respect of this matter. Place: Gurugram Date: August 06, 2026 Page 2 of 2 For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W W-100018) Rajesh Kumar arwal (P rtner) (Membersh ip No. 105546) UDIN: 2b\055465XC.!,OT3b75
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RateGain ·Travel Technologies Limited CIN: L72900DL2012PLC244966 Registered Office: M-140, Greater Kailash Part-II, South Deihl, New Delhi DL 110048 Website: www.rategain.com; Email: compliance@rategain.com; Telephone: 0120 505 7000 Standalone Statement of Unaudited Financial Results for the quarter ended 30 June 2026 (int million, except for earnings per share information) Particulars Quarter ended Year ended 30 June 2026 31 March 2026 30 June 2025 31 March 2026 (Unaudited) (Unaudited) (Unaudited) (Audited) (Refer Note 3) Income Reve nue from operations 681.89 637.81 588 .58 2,488.13 Other income 2 1.60 58.15 188.08 443.91 Total income 703.49 69S.96 776.66 2 932.04 Expenses Employee benefits expense 518 .88 429.70 436.78 1,768.31 Finance costs 2.27 2.32 2.6 1 9.94 Depreciation and amortisation expenses 12.69 11.74 11.33 46.90 Other expenses 112.88 100.30 84.45 377.41 Total expenses 646.72 544.06 535.17 2,202.56 Profit before exceptional items and tax 56.77 151.90 241.49 729.48 Exceptional items (Refer Note 9) - - - 47.94 Profit before tax 56.77 151.90 241.49 681 .54 Tax expense Current tax 17.36 45.35 64.47 194.26 Deferred tax credit (2.681 (10.701 13.53) (16. 13) Total tax expense 14.68 34.65 60.94 178.13 Profit after tax 42.09 117.25 180.55 503.41 Other comprehensive income/ (loss) (i) I tem that will not be reclassified to profit or loss - Remeasurement of net defined benefit plan 2.23 (2.90) (1.37) 8.92 - Income tax relating to the above item (0.56) 0.73 0.3 4 (2.24) Total other comprehensive income/(loss)(net of tax) 1.67 (2.17 '1.03) 6.68 Total comprehensive income {net of tax) 43.76 115.08 179.52 510.09 Paid-up share capital 118.36 118.10 118.01 118.10 Other equity 14,148.01 Earnings per equity share {Refer Note 10) Basic EPS {in ' ) 0.36 0.99 1.53 4.27 Diluted EPS {in t ) 0.36 0.99 1.53 4.26 Face value per share (in ~) 1.00 1.00 1.00 1.00 See accompanying Notes to Standa lone Unaudited Finan cial Results for the quarter ende d 30 June 2026.
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RateGain Travel Technologies Limited CIN: L72900DL2012PLC244966 Notes to Standa lone Unaudited Financia l Results for the quarter ended 30 June 2026 1 These standalone unaudited financial results {"Financial Results") for the quarter ended 30 June 2026 have been prepared in accordance wit h the recognition and measurement principles laid down in Ind AS 34 "Interim Financial Reporting" prescribed under section 133 of the Companies Act, 2013, read with the relevant rules issued thereunder and the other accounting principles generally accepted in India and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("LODR Regulations"). 2 In terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, these standalone unaudited financial results for the quarter ended 30 June 2026 have been reviewed and recommended for approval by the Audit Committee and according ly have been approved by the Board of Directors of RateGain Travel Technologies Limited ("the Company") at their respective meetings held on 6 August 2026. The statuto ry auditor s have carried out limited review of the Financial Results of the Company for the quarter ended 30 June 2026. The Financial Results are available on the website of the Company viz, www.rategain.com and on the website of National Stock Exchange of India Limited (www.nseindia.com) and Bombay Stock Exchange Limited (www.bseindia.com). 3 The figures for the quarter ended 31 March 2026, as reported in these standalone financial results, are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the end of third quarter of the relevant financial year. Also, the figures upto the end of the third quarter have only been reviewed and not subjected to aud it. 4 On 06 November 2025, the Company, through its wholly owned subsidiary, has completed acquisition of 100% equity shares of Sojern Inc. and its subsidiar ies, a US based Group specializing in Al-powered hospitality and travel marketing, at a considerat ion of, 22,220.83 million (USD 250.92 million). The acquisition has been financed through a combination of external funds raised by the Company's wholly owned subsidiary amounting to, 11,069.63 million (USO 125 million) and money raised by the way of Qualified Institutional Placement/ internal funds amounting to , 11,151.20 million (USO 125.92 million). The working capital adjustment has now been finalised and resulted in reduct ion of purchase conside ration and goodwill by , 6.36 million (USO 0.07 million). Transaction and other incidental costs of , 25.92 million with respect to the aforesaid acquisition incurred upto 31 December 2025 have been disclosed as "Exceptional items". s The Company 's business activity fall s within a sing le segment, which is providing innovative solutions to help clients in the hospitality and travel industry to achieve their business goals, in terms of Ind AS 108-Segment Reporting. 6 During the quarter ended 30 June 2026 493,689 Employee Stock Options (year ended 31 March 2026: 233,043 Employee Stock Options) have been exercised by the emp loyees under the Employee Stock Option Scheme (ESOS) 2015, Employee Stock Option Scheme (ESOS) 2018 and Employee Stock Appreciation Rights {ESARs) 2022. Against the 493,689 Employ ee Stock Options exercised, 260,133 equity shares of face value of, 1 each were issued on 18 June 2026 and subsequent to the quarter-end, on 28 July 2026, 37,453 equity shares of face value of , 1 each were issued. 7 The paid up share capital of the Company excludes 67,631 {31 March 2026: 67,631) equity shares held by the ESOP Trust which has been consolidated in accordance with the requirement of Ind AS 110 "Consolidated Financials Statements".
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RateGain Travel Technologies Limited CIN: L72900DL2012PLC244966 Notes to Standalone Unaudited Financial Results for the quarter ended 30 June 2026 8 On 21 November 2025, Government of India notified provisions of the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020, (together referred to as "Labour Codes") which consolidate multiple existing labour laws. The Labour Codes, amongst other things introduce changes, including a uniform definition of wages and enhanced benefits relating to leave. The Company has assessed the financial implications of these changes based on the best information available, which has resulted in overall increase in gratuity liability arising out of past service cost and increase in leave liability by ~ 22.02 million. Considering the non-recurring nature of this impact arising out of an enactment of this new legislation, the Company has presented this incremental amount as an exceptional item in year ended 31 March 2026. The Company continues to monitor the further developments to the Labour Codes and would provide for these developments appropriately. 9 During the year ended 31 March 2026, the Company has recognised certain non-recurring expenses, which have been disclosed as exceptional items in the standalone unaudited financial results, in accordance with the applicable accounting standards. These items are one-time in nature and not expected to recur in the ordinary course of business. The details are as follows: (a) Transaction and other incidental costs relating to the acquisition referred to in Note 4 above, amounting to ~ 25. 92 million. (b) Increase in gratuity and leave encashment expenses, as referred to in Note 8 above, amounting to~ 22.02 million. 10 Earnings per equity share for the quarters ended 30 June 2026, 31 March 2026 and 30 June 2025 have not been annualised. Date: 06 August 2026 Place: Naida Chairman and Managing Director
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Deloitte Haskins & Sells LLP Chartered Accountant s 7th Floor Building 10 Tower B DLF Cyber City Complex DLF City Phase II Gurugram - 122 002 Haryana, India Tel: +9 1 124 679 2000 Fax: +91 124 679 2012 INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS TO THE BOARD OF DIRECTORS OF RATEGAIN TRAVEL TECHNOLOGIES LIMITED 1. We have reviewed the accompany ing Statement of Consolidated Unaudited Financial Results of RATEGAIN TRAVEL TECHNOLOGIES LIMITED ("the Parent") and its subs idiaries· (the Parent and its subsidiaries togethe r referred to as "the Group"), wh ich includes RateGain Employees Benefit Trust ("the Trust"), for the quarter ended June 30, 2026 ("th e Statement") being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulat ions, 2015, as amended ("the LODR Regulations"). 2. This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directo rs, has been prepared in accorda nce with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Inter im Financial Reporting" ("I nd AS 34"), prescr ibed under Section 133 of the Compa nies Act, 2013 read with relevant rules issued thereunder and other account ing principles generally accepted in India and in compl iance with Regulation 33 of the LODR Regulations . Our responsib ility is to express a conclus ion on the Statement based on our review. 3. We conducted our revi ew of the Statement in accordance with the Standa rd on Review Engagements (SRE) 2410 "Review of Interim Financia l Informat ion Performed by the Independent Aud itor of the Entity", issued by the Institute of Chartered Accountants of India (ICAI) . A review of interim financial information consists of making inquiries, primarily of Parent's personnel respons ible for financial and accounti ng matters and applying ana lytica l and other review procedures. A review is substantially less • in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Compan ies Act, 2013 and consequently does not enab le us to obtain assurance that we would become aware of all sign ificant matters that might be identified in an aud it. Accordingly, we do not express an audit opinion . We also perfo rmed procedures in accord ance with the circular issued by the SEBI under Regu lation 33(8) of the SEBI (Listing Obligations and Disclosur e Requirements) Regulat ions, 2015, as amended, to the extent applicab le. 4. The Statement include s the results of t he entities listed in Annexure A. 5. Based on our review condu0ted and proce dures performed as stated in paragraph 3 above and based on the considerat ion of the review report of the other auditor refer red to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement princ iples laid down in the aforesaid Indian Accounting Standard and other accounti ng prin ciples genera lly accepted in India, has not disclosed the information requ ired to be disclos ed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Require ments) Regulations, 2015, as amended, incl uding the manner in which it is to be disclosed, or that it contains any materia l misstatement. Regd. Office: One International Centre, Tower 3, 3 1st floor, Senapatl Bapat Marg, Elphinstone Road (West), Mumbai-400 013, Maharast,tra, India. Deloitte Haskins & Sells LLP is registered with Limited Liability having LLP Identification No.: AAB-8737 Page 1 of 3
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Deloitte Haskins & Sells LLP 6. We did not review the interim financial results of RateGain Employees Benef it Trust ("the Trust") included in the standalone unaud ited interim financia l results of the Parent included in the Group, whose interim financial results reflect total revenue of ? NIL for the quarter ended June 30, 2026, tota l net loss after tax and other comprehensive loss of ? 0.004 million and ? 0.004 million respectively, for the quarter ended June 30, 2026, as considered in the respective standa lone unaudited interim financia l results of the Trust included in the Parent. The interim financ ial results of the Trust have been reviewed by the other auditor whose report has been furnished to us, and our conclusion in so far as it relates to the amounts and disclosures included in respect of this Trust, is based solely on the report of such othe r audito r and the procedures performed by us as stated in paragraph 3 above. Our conclusion on the Statement is not modified in respect of this matter. Place: Gurugram Date: August 06, 2026 Page 2 of 3 For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 1173 W W-100018) Rajes h Kumar garwal artner) (Membership No. 105546) UDIN: 20\0S546WROVOC S \ 4~
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Deloitte Haskins & Sells LLP Annexure A List of entities S. No. Name of the Entitv 1. RateGain Travel Techno loqies Limited 2. RateGain Techno logies Limited 3. RateGain Technologies Inc. 4. RateGain Germany GmbH (Formerly Known As MyHotelShop GmbH) 5. RateGain Technologies Spain, S.L. 6. RateGain Technologies LLC 7. RateGain Adara Inc. (BCV Social LLC merged into RateGain Adara Inc. w.e.f Apri l 1 2025) 8. RateGain Adara Japan GK 9. RateGain Employees Benefit Trust (included in the standalo ne unaudited inte rim financial results of the Parent) 10. Sojern Inc.# 11. Sojern Limited # 12. Sojern Mexico S. De R.L. De Cv# 13. Sojern Intl Ltd.# 14. Sojern Asia Pte. Ltd.# 15. Sojern MENA FZCO# (Formerly Known As Soie rn MENA DMCC) 16. Sojern Hong Kong Limited # (Liqu idated w.e .f. July 10, 2026) 17. Sojern Germa ny GmbH # 18. Nrejos SARL# Re lations hio Parent Wholly Owned Subsidiary Company of the Parent Wholly Owned Subsid iary Company of RateGain Technolooies Lim ited Wholly Owned Subsidiary Company of RateGain Technoloaies Lim ited Wholly Owned Subsidiary Company of RateGain Technoloaies Limited Wholly Owned Subsid iary Company of RateGain Technoloa ies Limited Wholly Owned Subsid iary Compa ny of RateGain Technologies Inc. Wholly Owned Subsidiary Company of Sojern Inc. Trust Wholly Owned Subsidia ry Company of RateGain Technoloo ies Limited Wholly Owned Subsidia ry Company of Soj ern Inc. Who lly Owned Subsidiary Company of Sojern Inc. Wholly Owned Subsidiary Company of Sojern Inc. Wholly Owned Subsidiary Compa ny of Sojern Inc. Who lly Owned Subsidiary Company of Sojern Inc. Wholly Owned Subsid iary Company of Sojern Inc. Whol ly Owned Subsid iary Company of Sojern Inc. Wholly Owned Subsidiary Company of Sojern Inc. #Refer Note 5 of the Notes to Consolidated Unaudited Financial Results for the quarter ended 30 June 2026. Page 3 of 3
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RateGain Travel Technologies Limited CIN: l72900Dl2012PLC244966 Registered Office: M-140, Greater Kailash Part-II, South Delhi, New Delhi DL 110048 Website: www.rategain.com; Email: compliance@rategain.com; Telephone: 0120 505 7000 Consolidated Statement of Unaudited Financial Results for the quarter ended 30 June 2026 (in , million, except for earni ngs per share information) Quarter ended Vear ended Particulars 30 June 2026 31 March 2026 30 lune 2025 31 March 2026 (Unaudited) (Unaudit ed) (Unaudited) (Audited) {Refer Note 4) Income Revenue from operat ions 7,850. 12 7,155.50 2,729. 15 18,235.54 Other income 30.85 25.73 206.58 613.36 Total income 7,880.97 7,181.23 2,935.73 18,848.90 Expenses Employee benefits expe nse 2,947.60 2,694.87 1,091.49 7,116.74 Finance costs 165.43 184.38 2.98 314.99 Depreciation and amortisation expenses 375 .18 349.86 87.00 807.13 Other expenses 3,187.21 2,990.31 1,140.99 7,744.26 Total expenses 6 675.42 6,219.42 2,322.46 15,983.12 Profit before exceptiona l items and tax 1,205.55 961.81 613,27 2,865.78 Exceptiona l items (Refer Note 10) - - - 346.18 Profit before tax 1,205.55 961.81 613.27 2 519.60 Tax expense Curren t tax 202.38 134.28 143.02 569.80 Deferred tax charge 54.07 127.64 0.93 5.93 Total tax exoense 256.45 261.92 143.95 575.73 Profit after tax 949.10 699.89 469.32 1,943.87 Other comprehensive incom e (i) Item that will not be reclassified to profit or loss - Remeasurement of _net defined benefit plan 2.23 (2.90) (1.37) 8.92 - Income tax relati ng to the above item (0.56) 0.73 0.34 (2.24) Sub-total (i) 1.67 (2. 17) (1.03) 6.68 (ii) Item that may be reclassified to profit or loss - Exchange differences on tran slation of foreign operations 116.17 745.66 113.64 1 245.83 Sub-tota l (ii) 116.17 745.66 113.64 1,245.83 Total other comprehensive income (net of tax) (l+li) 117.84 743.49 112.61 1,252.51 Total comprehensive income (net of tax) 1,066.94 1,443.38 581,93 3,196.38 Profit after tax attributable to - Owners of the Company 949. 10 699.89 469.32 1,943.87 - Non-controllin g interest - - - - Other comprehensive income attributable to - Owners of the Company 117.84 743.49 112.61 1,252.51 - Non-controllin g interest - - - - Total comprehensive incom e (net of tax) attributabl e to - Owners of the Company 1,066.94 1,443.38 581.93 3,196.38 - Non-controlling interest - - - - Paid -up share capital 118.36 118. 10 118.01 118.10 Other equity 19,940.45 Earnings per equity share (Refer Note 11) Basic EPS (In') 8.03 5.93 3.98 16.47 Diluted EPS (in , ) 8.02 5.91 3.98 16.43 Face va lue per share (in ~) 1.00 1.00 1.00 1.00 See accompa nying Notes to Consolida ted Unaudited Financial Results for the quarter ended 30 June 2026.
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RateGain Travel Technologies Limited CIN: L72900DL2012PLC244966 Notes to Consolidated Unaudited Financial Results for the quarter ended 30 June 2026 1 These consolidated unaudited financial results ("Financial Results") for the quarter ended 30 June 2026 have been prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 "Interim Financial Reporting" prescribed under section 133 of the Companies Act, 2013, read with the relevant rules issued thereunder and the other accounting principles generally accepted in India and in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended ("LODR Regulations"). 2 In terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, these consolidated unaudited financial results for the quarter ended 30 June 2026 have been reviewed and recommended for approval by the Audit Committee and accordingly have been approved by the Board of Directors of RateGain Travel Technologies Limited ("the Company") at their respective meetings held on 6 August 2026. The statutory auditors have carried out limit ed review of the Financial Results of the Company for the quarter ended 30 June 2026. The Financial Results are available on the website of the Compa ny viz, www.rategain.com and on the website of National Stock Exchange of India Limit ed (www.nseindia .com) and Bombay Stock Exchange Limited (www.bseindia.com). 3 The consolidated unaudited financial results include the results of the Company and 16 subsidiari es. The Company together with its subsidiari es is hereinaft er referred to as the Group. The Group is in the business of information technology services providing innovative solutions to help clients in the hospitality and travel industry to achieve their business goals. 4 The figures for the quarter ended 31 March 2026, as report ed in these consolidated financial results, are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the end of third quarter of the relevant financial year . Also, the figures upto the end of the third quarter have only been reviewed and not subjected to audit . 5 On 06 November 2025, the Company has completed acquisition of 100% equity shares of Sojern Inc. and its subsidiaries, a US based Group specializing in AI-powered hospitality and travel marketing, at a consideratio n of'{ 22,220.83 million (USD 250.92 million). The acquisition has been financed through a combinatio n of external funds raised by the Company amounting to '{ 11,069.63 million (USD 125 million) and money raised by the way of Qualified Institutional Placement/ internal funds amounting to t 11,151.20 million (USD 125.92 million).The working capital adjustment has now been finali sed and resulted in reduction in purchase considerat ion and goodwill by t 6.36 million (USD 0.07 million). Based on the Purchase Price Allocation ("PPA") carried out by the independent valuer, the purchase consideration has been assigned as stated below. Amount in Amount in Particulars INR million USD million Purchase consideration 22,220.83 250.92 Less: Fair value of assets and liabilities acquired Intangible assets recognised: - Customer relationships 3,827.18 43.22 - Trademarks 887 .37 10.02 - Softwares 1,875.88 21.18 Other identified assets (net of liabilities) 3,918.28 44.25 Add: Deferred tax liability on intangible assets recognised 1,307.89 14.77 Goodwill 13 020.01 147.02 The excess of the purchase consideration over the fair value of the assets and liabilitie s acquired is recorded as goodwill. The useful lives of the acquired intangible assets are as follows: (i) customer relationships - 7 years (ii) trademarks - 7 years (iii) softwares - 6 years. Transaction and other incidental costs of t 324 .16 million with respect to the aforesaid acquisition incurred upto 31 December 2025 have been disclosed as "Exceptiona l items". The results of Sojern Inc. and its subsidiaries have been consolidated in these Financial Results from the date of acquisition . Due to this acquisition, the results for the quarter ended 30 June 2026 are not comparable with the other corresponding period presented.
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RateGain Travel Technologies Limited CIN: L72900DL2012PLC244966 Notes to Consolidated Unaudited Financial Results for the quarter ended 30 June 2026 6 The Group's business activity falls within a single segment, which is providing innovative solutions to help clients in the hospitality and travel industry to achieve their business goals, in terms of Ind AS 108-Segment Reporting. 7 During the quarter ended 30 June 2026 493,689 Employee Stock Options (year ended 31 March 2026: 233,043 Employee Stock Options) have been exercised by the employees under the Employee Stock Option Scheme (ESOS) 2015, Employee Stock Option Scheme (ESOS) 2018 and Employee Stock Appreciation Rights (ESARs) 2022. Against the 493,689 Employee Stock Options exercised, 260,133 equity shares of face value of t 1 each were issued on 18 June 2026 and subsequent to the quarter-end, on 28 July 2026, 37,453 equity shares of face value oft 1 each were issued. 8 The paid up share capital of the Company excludes 67,631 (31 March 2026: 67,631) equity shares held by the ESOP Trust which has been consolidated in accordance with the requirement of Ind AS 110 "Consolidated Financials Statements". 9 On 21 November 2025, Government of India notified provisions of the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020, (together referred to as "Labour Codes") which consolidate multiple existing labour laws. The Labour Codes, amongst other things introduce changes, including a uniform definition of wages and enhanced benefits relating to leave. The Group has assessed the financial implications of these changes based on the best information available, which has resulted in overall increase in gratuity liability arising out of past service cost and increase in leave liability by t 22.02 million . Considering the non-recurring nature of this impact arising out of an enactment of this new legislation, the Group has presented this incremental amount as an exceptional item in the year ended 31 March 2026. The Group continues to monitor the further developments to the Labour Codes and would provide for these developments appropriately. 10 During the year ended 31 March 2026, the Group has recognised certain non-recurring expenses, which have been disclosed as exceptional items in the consolidated unaudited financial results, in accordance with the applicable accounting standards. These items are one-time in nature and not expected to recur in the ordinary course of business. The details are as follows: (a) Transaction and other incidental costs relating to the acquisition referred to in Note 5 above, amounting tot 324.16 million. (b) Increase in gratuity and leave encashment expenses, as referred to in Note 9 above, amounting to~ 22.02 million. 11 Earnings per equity share for the quarters ended 30 June 2026, 31 March 2026 and 30 June 2025 have not been annualised. 12 Subsequent to quarter ended 30 June 2026, Sojern Hong Kong Limited, a wholly-owned subsidiary of Sojern Inc., has been liquidated w.e.f 10 July 2026. Date: 06 August 2026 Place: Noida For and on behalf of Board of Directors of ::::::.::::•3 ••••••~ Umited Chairman and Managing Director
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Corporate Office Address: Plot No. 3,4,5, Club 125, Tower A, 4th Floor Sector – 125 Noida – 201301, Uttar Pradesh India Registered Office Address: M-140, Greater Kailash, Part-II, Delhi-110048 Tel: +91 120 5057000 CIN: L72900DL2012PLC244966 Website: www.rategain.com E-mail: help@rategain.com ANNEXURE B Disclosure under clause 11 of Para B of Part A of Schedule III of LODR Regulations S. No. Particulars Details 1. Name of party for which such guarantees or indemnity or surety was given RateGain Technologies Limited, UK and Sojern, Inc. a wholly owned subsidiaries of the Company 2. Whether the promoter/ promoter group/ group companies have any interest in this transaction? If yes, nature of interest and details thereof and whether the same is done at “arm’s length The promoters/ promoter group/ group companies do not have any interest in this transaction. The corporate guarantee issued on an arm’s length basis, in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. 3. Brief details of such guarantee or indemnity or becoming a surety viz. brief details of agreement entered (if any) including significant terms and conditions, including amount of guarantee The Company will issue a corporate guarantee for an amount of upto USD 65.00 million in favour of HSBC Bank, JP Morgan Bank and CITI Bank, for the credit facility to be availed by RateGain Technologies Limited, UK and Sojern, Inc. 4. Impact of such guarantees or indemnity or surety on listed entity The Company does not foresee any impact of such guarantee as it has been issued to secure the facility extended to RateGain Technologies Limited, UK, and Sojern, Inc. (a wholly owned subsidiary), whose financials shall be consolidated with the Company. RateGain Travel Technologies Limited ■- RateGain