Your Directors take pleasure in presenting the Thirteenth (13^th) Board Report on the business and operations
of the Company together with audited standalone and consolidated financial statements and the Auditor’s
Report thereon for the financial year ending March 31, 2025 (‘FY 2025’).

HIGHLIGHTS OF FINANCIAL PERFORMANCE

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

Note: The above figures are extracted from the standalone and consolidated financial statements prepared in compliance
with Indian Accounting Standards (IND AS). The Financial Statements of the Company complied with all aspects of Indian
Accounting Standards (IND AS) notified under Section 133 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.

REVIEW OF OPERATIONS
Performance on Consolidated Financials

During the financial year 2024-25, your Company
reached a notable milestone as consolidated revenue
from operations increased to '10,766.70 million.
This marks an impressive growth of '1,196.39 million
compared to '3,919.03 million recorded in the
preceding financial year. Additionally, consolidated
total income increased substantially from '9,985.86
million in FY 2024 to '11,530.44 million in FY 2025.

In FY 2025, your Company experienced a notable
increase in consolidated EBITDA, reaching '2,320.59
million, a remarkable improvement from '1,897.25
million reported in FY 2024. Further, the Profit

Before Tax (PBT) from ordinary activities, excluding
exceptional items, increased to '2,722.31 million in
FY 2025, compared to '1,888.72 million in FY 2024.

Performance on Standalone Financials

During the FY 2025, your Company delivered
outstanding performance in terms of revenue from
operations, witnessing a substantial increase to
'2,104.32 million as compared to '1,733.92 million
in the previous year. This reflects a remarkable growth
of '370.40 million.

Moreover, total income exhibited robust
improvement, rising by approximately '586.08
million from '2,212.28 million in FY2024 to '2,798.36

million in FY 2025. The Profit Before Tax (PBT) had a
substantial growth, reaching '979.82 million in FY
2025, compared to '594.15 million in FY 2024.

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 has
approved and adopted a Dividend Distribution
Policy. The policy details various considerations
based on which the Board may recommend or
declare Dividend. The Dividend Distribution Policy
is available on the Company’s website at https://
investors.rategain.com.

The Board of Directors of your Company, keeping
in view the Company’s current financial position
and relevant circumstances, has decided not to
recommend any dividend for the year under review
in line with the duly approved and adopted Dividend
Distribution Policy of the Company.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided
not to transfer any amount to general reserves during
the financial year. The closing balance of retained
earnings for FY 2025, after all appropriations and
adjustments, was '4,557.75 million.

MATERIAL CHANGES AND COMMITMENTS
Merger of RateGain Adara Inc. ('Transferee/
Adara’) with BCV Social LLC ('Transferor
Company/BCV’)

The Members may kindly note that Adara and BCV,
both are step down subsidiaries of the Company.
The Board and Shareholder of Adara and BCV
had approved a Scheme of Merger effective from
April 01, 2025, pursuant to which BCV has been
merged into Adara.

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 Company’s Business, and

• in the Company’s Subsidiaries or in the nature of
business carried out by them.

SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

As on March 31, 2025, your Company had 8 (Eight)
Subsidiary Companies as mentioned below:

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

2) RateGain Technologies Spain, S.L.

(RateGain Spain)*

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

4) BCV Social LLC (BCV Social)*#

5) RateGain Germany GmbH (RateGain Germany)*

6) RateGain Technologies LLC (RateGain UAE)*

7) RateGain Adara Inc. (RateGain Adara)*#

8) RateGain Adara Japan GK (RateGain Japan)*

* Wholly owned subsidiary of the Company

* Step-down subsidiaries of the Company

* BCV Social merged into RateGain Adara w.e.f, April 01,2025

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 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, 2025, there are Four (4) Material
Subsidiaries of the Company, RateGain Adara
Inc., RateGain Technologies Ltd., UK, RateGain
Technologies Inc., US and RateGain Germany GmbH.
The Policy for determining material subsidiaries
is available on the Company’s 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,
incorporated on December 5, 2014, under
the laws of England and Wales. RateGain UK
specializes in developing and marketing Data
as a Service (DaaS), Distribution and Marketing
Technology (MarTech) products tailored for travel
and hospitality sectors. Its clientele comprises
hotels, Online Travel Agencies (OTAs), airlines and
car rental companies. In the fiscal year, RateGain
UK recorded a total income of '2,821.70 million,
marking significant growth compared to the
previous fiscal year’s total income of '2535.73
million. Moreover, the net profit after taxation for
FY 2025 amounted to '151 million, in contrast
to '20.42 million in FY 2024.

These financial results highlight the subsidiary’s
success and profitability, demonstrating its
robust performance within the travel and
hospitality sectors. RateGain UK’s commitment
to developing and delivering innovative DaaS,
Distribution and MarTech solutions has played
a pivotal role in driving its financial growth
and enhancing its overall value within the
Company’s operations.

2. RateGain Technologies Spain, S.L.

(RateGain Spain), a wholly owned
subsidiary of RateGain UK, was established
on December 4, 2015, and registered

in the Barcelona Commercial Registry
on December 30, 2015, under Spanish

law. RateGain Spain primarily engages in
management consultancy activities and the
development of business activities in the realm
of information technology, offering Software
as a Service (SaaS) and travel technology
solutions. In FY 2025, RateGain Spain achieved
a total income of '272.67 million, marking a
substantial increase compared to the previous
fiscal year’s total income of '255.97 million.
Moreover, the net profit after taxation for FY
2025 amounted to '22.32 million, in contrast to
'10.43 million in FY 2024.

3. RateGain Technologies Inc., US (RateGain
US), a wholly owned subsidiary of RateGain
UK, was established as a corporation under the
laws of the State of Delaware on April 8, 2015.
RateGain US specializes in offering a range of
services, including Data as a Service (DaaS),
Distribution and Marketing Technologies
(MarTech), to the travel and hospitality sector
through a Software as a Service (SaaS) platform.
During the year under review, RateGain US
achieved a total income of '1,727.25 million,
demonstrating significant growth compared to
the total income of '1,645.10 million in FY 2024.
Moreover, the net profit after taxation for FY
2025 amounted to '623.69 million, in contrast
to '496.15 million in FY 2024.

4. BCV Social LLC (BCV Social), a wholly owned
subsidiary of RateGain US, was established as a
limited liability company on May 2, 2013, and
registered under the laws of the State of Delaware,
U.S.A. BCV Social specializes in delivering Data
as a Service (DaaS), Distribution and Marketing
Technologies (MarTech) services tailored for
travel and hospitality sector through a Software
as a Service (SaaS) platform. BCV Social got
merged into RateGain Adara Inc. w.e.f., April 01,
2025. Throughout the fiscal year under review,
BCV Social recorded a total income of '552.01
million, in contrast to '619.26 million in FY
2024. However, it incurred a loss after taxation

of '112.05 million in contrast to '183.27
million in FY 2024.

5. RateGain Germany GmbH (RateGain Germany),

a wholly owned subsidiary of RateGain UK, was
established as a Limited Liability Company on
June 30, 2012, under the laws of Germany.
RateGain UK acquired Myhotelshop in
September 2021. Its name got changed from
Myhotelshop GmbH to RateGain Germany GmbH
on April 11, 2025. RateGain Germany specializes
in providing a reporting, bid management, and
campaign intelligence platform tailored for
metasearch publishers and other travel products.
This platform empowers hotel suppliers, online
travel agencies (OTAs), and agency clients to
expand their reach to more customers and
achieve higher returns. By complementing our
MarTech and Distribution businesses, RateGain
Germany plays a pivotal role in driving direct
bookings for hotels through Google, TripAdvisor
and metasearch platforms. RateGain Germany is
committed to the development and marketing
of systems and software programs, as well as
the operation of online marketplaces primarily
for the travel sector, in adherence to the
applicable rules and regulations outlined in its
constitutional documents.

During the fiscal year, RateGain Germany
achieved a total income of '1,211.88 million,
compared to the previous fiscal year’s total
income of '1,286.07 million. Additionally, the
net profit after taxation for the year amounted
to '27.67million, in contrast to '89.13
million in FY 2024.

6. 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 '788.86 million,
marking significant growth compared to the
previous fiscal year’s total income of '196.50
million. Additionally, it reported a profit after
taxation of '133.14 million during that period, in
contrast to '42.39 million in FY 2024.

7. RateGain Adara Inc., US (RateGain Adara),

a wholly owned subsidiary of RateGain
Technologies Inc. (US), incorporated as a
Limited Liability Company on December 14,

2022, under the laws of the State of Delaware,
U.S.A. RateGain Adara specializes in data-driven
marketing tailored for travel and hospitality
industries. Their services encompass data
insights, audience segmentation and advertising
solutions, empowering travel brands to make
informed decisions and effectively reach their
target audience. Furthermore, the Company plays
a vital role in enhancing customer engagement
throughout the travel journey and optimizing
loyalty programs to foster customer retention.

During the fiscal year, RateGain Adara generated a
total income of '4,323.10 million, demonstrating
substantial growth compared to the previous
fiscal year’s total income of '3,550.97 million.
Additionally, the net profit after taxation for the
year amounted to '552.50 million, in contrast to
'554.65 million in FY 2024.

8. RateGain Adara Japan GK (RateGain Japan),

a wholly owned subsidiary of RateGain Adara,
was established as a Company on December 25,

2023, under the laws of Japan. RateGain Japan
primarily focuses on digital marketing, data
collection, aggregation and dissemination as
well as operating data exchange platforms within
the travel and rewards industry. During the
year under review, RateGain Japan reported
no income. Additionally, it reported a loss after
taxation of '10.07 million during that period.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Board Diversity

The Company acknowledges and values the critical
role that a diverse Board plays in driving its success.

It is the firm belief of your Company that a Board
made up of individuals with a range of backgrounds,
perspectives, expertise and experiences can
effectively utilize their distinct insights to maintain
our competitive edge. Recognizing the importance
of diversity in thought, knowledge, skills, regional
and industry experience, cultural and geographical
backgrounds, age, ethnicity and gender, the
Company is dedicated to creating an inclusive
environment that embraces and capitalizes on
these differences.

Our Board consists of distinguished professionals
who excel in various fields, including Global Business,
Mergers & Acquisitions, Transaction Advisory, Risk
Management, Finance, Corporate Law, Governance,
Technology Solutions, Enterprise Management,
People Management and Leadership. We have made
a deliberate effort to ensure that at least one-third of
our Board Members are women, which includes an
Independent Woman Director. This commitment
highlights our aim to promote gender diversity and
inclusivity at the highest levels of governance within
our organization.

The Board Diversity Policy of the Company outlines
our commitment and approach to fostering diversity
within the Board. This policy can be accessed on the
Company’s website at https://investors.rategain.com.

By promoting diversity within the Board, your
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’)

*Mr, EC RajaKumar Konduru has resigned as Independent Director of the Company w.e.f., close of business hours on August
07, 2025, and Mr. Aakrit Ajay Kumar Vaish was appointed as Additional Independent Director of the Company w.e.f.,
August 08, 2025.

**Mr. Tanmay Das has resigned as CFO and KMP of the Company w.e.f., close of business hours on May 05, 2025, and Mr.
Rohan Mittal was appointed as CFO and KMP of the Company w.e.f., May 06, 2025.

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. Rohan Mittal, Chief Financial Officer
and Mr. Mukesh Kumar, Company Secretary, are the
Key Managerial Personnel (‘KMP’) of your Company.
During the year under review, there were below
changes (appointment or cessation) in the office of
KMP of the Company:

None of the Directors of the Company have resigned
from the office of Director of the Company during the
financial year under review.

Declaration by Independent Directors

The Company has received the below set out
declarations and confirmation from all the
Independent Directors:

(a) that they meet the criteria of independence
as prescribed under the provisions of the Act,
read with the Rules made thereunder and the
Listing Regulations;

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

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

(d) that they have registered themselves with the
Independent Directors Database maintained by
the Indian Institute of Corporate Affairs.

All the Independent Directors of the Company have
given these declarations confirming compliance with
the provisions of the Act, read with the Rules made
thereunder and Listing Regulations including criteria
of independence, Code of Conduct for Independent
Directors and registration in Director’s Database
maintained by the Indian Institute of Corporate
Affairs (IICA). Further, there has been no change in the
circumstances affecting their status as Independent
Directors of the Company.

In the opinion of the Board, all Independent Directors
possess requisite qualifications, experience, expertise
and hold high standards of integrity required to
discharge 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

The Company has a strong commitment in ensuring
that its Independent Directors have a thorough
understanding of their rights, obligations and
functions within the Company. In order to achieve
this, frequent training sessions are held to keep them
update on Company’s model market trends and
associated topics. This commitment to continuous
familiarization guarantees that Independent
Directors are fully prepared to provide knowledgeable
viewpoints and contribute significantly to the
strategic direction and governance procedures of
the organization.

As a pivotal aspect of the Company’s ongoing
familiarization strategy, Independent Directors are
benefitted from comprehensive briefings conducted
by the management. These briefings take place
either during or after quarterly Board Meetings and
cover a wide range of themes. Independent Directors
obtain essential knowledge about the Company’s
operating environment, market dynamics,
governance standards, internal controls and strategic
factors. They also stay up to date on important
advancements and new efforts performed by the
company. This proactive participation ensures that
Independent Directors have the knowledge they
need to make educated decisions and contribute to
corporate governance efforts.

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

In adherence to Section 149(8) and Schedule
IV of the Act, alongside Regulation 25 of the
Listing Regulations, an exclusive meeting of the
Independent Directors was convened on March 07,
2025. This meeting was conducted independently,
excluding Non-Independent Directors and Members
of the Management. Detailed insights into the
evaluation process of the Board, its Committees and
individual Directors are furnished in the Corporate
Governance Report, which forms an indispensable
component of this report.

Board Evaluation

In compliance to the relevant provisions of the Act
and the Listing Regulations, the Board, in conjunction
with the Nomination and Remuneration Committee,
has devised a comprehensive framework delineating
the criteria for assessing the performance of the
entire Board, its Committees and individual Directors,
including Independent Directors. The annual
performance appraisal of the Board, Committees
and each Director has been carried out in alignment
with this framework. For further insights into the
evaluation process of the Board, its Committees
and individual Directors, including Independent
Directors, please refer to the ‘Corporate Governance
Report,’ a vital part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, your Directors, to
the best of their knowledge and belief and according
to the information and explanations obtained by
them, 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 Company as on
March 31, 2025, and 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 Four (4)
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 the
Nomination and Remuneration Policy in accordance
with the provisions of Act read with the Rules made
thereunder and the Listing Regulations.

The Policy lays down the criteria for determining the
qualifications, positive attributes and independence
for Directors and to provide guidelines for the
appointment and remuneration of Directors,
Key Managerial Personnel (KMPs) and Senior
Management of the Company.

The objective of the Policy is 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;

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

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

The policy inter-alia lays down the following:

• Role of the Nomination and
Remuneration Committee

• Appointment and removal of Director,

Key Managerial Personnel and Senior

Management Personnel

? Appointment

? Term / Tenure

? Evaluation

? Removal

? Retirement

• Remuneration to Directors/ KMP/ Senior

Management Personnel

? Remuneration to Managing Director/ Whole
Time Director(s)

? Remuneration to Non- Executive/

Independent Director(s)

? Remuneration to Key Managerial Personnel
and Senior Management

The Nomination and Remuneration Policy can
be accessed on the Company’s website at https://
investors.rateaain.com.

SHARE CAPITAL
Authorized Share Capital

During the FY 2024-25, there were no changes made
to the Authorized Share Capital of the Company.
As on March 31, 2025, 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 204,915
Equity Shares of the Company pursuant to exercise of
ESOPs/SARs on July 01, 2024, September 04, 2024,
December 19, 2024 and March 20, 2025 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, 2024: 117,848,649 equity

shares of '1/- each.

As on March 31, 2025: 118,053,564 equity

shares of '1/- each.

UTILIZATION OF IPO PROCEEDS

Pursuant to SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 and the applicable
sections of the Companies Act, 2013, the Company
successfully completed its Initial Public Offer (IPO) of
31,441,282 Equity Shares of '1/- each at an issue price
of '425/- per Equity Share on December 17, 2021.
The issue comprised of a Fresh Issue of 8,835,752
Equity Shares of ' 1/- each amounting to '3750.08
million (including 129,870 Equity Shares at an
issue price of '385/- per Equity Share issued under
Employee Reservation Portion) and Offer for Sale
(OFS) of 22,605,530 Equity Shares of ' 1/- each by
the promoter/promoter group and investor selling
shareholders amounting to '9,607.35 million.

The proceeds of funds raised under Fresh Issue during
the IPO of the Company were be utilised as per the
objects of the issue. The details of the utilisation
is given below:

Particulars Amount

Gross Proceeds of the Fresh Issue 3,750.08

Less: Offer Expenses in relation to the 182.90

Fresh Issue

Net Proceeds 3,567.18

Amount utilised as per the objects of 3,567.18

the issue

Balance Amount (Pending Utilisation) 0

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 are/would be utilised as per the objects of
the issue. The details of the utilisation is given below:

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 2025-26 has been paid
to both the Stock Exchanges i.e., BSE and NSE.

COMMITTEES OF THE BOARD

The Company has established several committees
in line with best corporate governance practices
and to ensure compliance with the relevant
provisions of applicable laws and statutes.
These committees play a vital role in overseeing
various aspects of the Company’s operations and
decision-making processes.

The Committees and their composition are as follows:

*Mr. Bhanu Chopra ceased to be the Chairperson and Member of the Corporate Social Responsibility Committee w.e.f., May 21,
2024 and Ms. Megha Chopra has been appointed as Chairperson of the committee w.e.f., w.e.f., May 22, 2024.

**Mr. EC RajaKumar Konduru ceased to be the member of the Audit, Stakeholders Relationship and Risk Management
Committee w.e.f., August 07, 2025 and Mr. Aakrit Ajay Kumar Vaish has been appointed as the member of the Audit,
Stakeholders Relationship and Risk Management Committee w.e.f., August 08, 2025.

***Mr. Tanmaya Das ceased to be the Member of the Risk Management Committee w.e.f., May 26, 2025, and Mr. Rohan Mittal
has been appointed as Member of the Committee w.e.f., May 27, 2025.

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, your Company
actively contributes to the nation’s sustainable and
inclusive development. Our CSR endeavours centre
around combatting hunger, poverty and malnutrition,
advancing healthcare provisions, empowering
underprivileged communities through education,
gender equality and fostering environmental
sustainability. To ensure effective implementation of
these initiatives, a Committee comprising three (3)
Directors has been constituted in accordance with
the provisions of the Act.

In adherence to Section 135 of the Act, alongside
the Companies (Corporate Social Responsibility
Policy) Rules, 2014 (‘CSR Rules’), the Company has
formulated a robust CSR Policy, which is readily
accessible on the Company’s website at https://
investors.rategain.com. Aligned with the Company’s
values and dedication to social responsibility, this
CSR Policy serves as a blueprint, offering a structured
framework and guidelines for executing impactful
programs aimed at fostering the welfare and
sustainable development of the community.

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

The Management’s Discussion and Analysis Report
for the reviewed year, as required by the Listing
Regulations, is presented in a separate section, which
constitutes an integral part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company continuously prioritizes operational
integrity, openness, responsibility and accountabil¬
ity. It stays committed to establishing confidence
among shareholders, employees, customers, suppli¬
ers and other stakeholders through the principles of
good corporate governance. These principles include
integrity, equity, transparency, fairness, sound disclo¬
sure practices, accountability and a steadfast com¬
mitment to values.

As per Regulation 34 of the Listing Regulations, a
separate report has been prepared on Corporate Gov¬
ernance which includes a certificate from Practicing
Company Secretaries confirming compliance with
the conditions of Corporate Governance outlined
under Regulation 34(3) of the Listing Regulations.
The ‘Corporate Governance Report’, which forms part
of this Report is included as 'Annexure - 2’.

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has implemented a robust Vigil
Mechanism and enacted a Whistle Blower Policy,
aligning with the provisions of the Act and Listing
Regulations. This policy provides a formal forum for

Directors, Employees and Stakeholders to express
their concerns regarding unethical conduct,
suspected fraud, or breaches of the Company’s
Code of Conduct. It incorporates safeguards to
prevent retaliation against employees utilizing this
mechanism and facilitates direct communication
with the Chairman of the Audit Committee.
Importantly, as per Company’s policy, no employee
has been denied access to the Chairperson of the
Audit Committee.

During the year under review, your Company
did not receive any concerns or reports from any
whistle-blower. The Whistle Blower Policy, alongside
other policies, is readily accessible to employees via
the Company’s Intranet. Additionally, it is available on
the Company’s website at https://investors.rategain.
com for easy access by stakeholders.

INTERNAL FINANCIAL CONTROLS

To ensure that business operations run smoothly,
your Company has put in place effective Internal
Control Systems. 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.

Existing Internal Control Systems are evaluated and
improved on a regular basis to ensure that they
remain relevant to changing business situations.
Both Statutory Auditors and Internal Auditors perform
frequent evaluations to ensure that these systems
are adequate, effective and continuously operating.
This examination examines Internal Control Systems,
Policies and Procedures to ensure that risks are
successfully managed and mitigated.

RISK MANAGEMENT

The Company has in place, an effective risk
management framework, overseen at the highest
level by the Board. The Risk Management Policy
identifies elements of risk that in the Board’s opinion,
may pose a threat to the Company’s existence.

The Board of Directors has established the Risk
Management Committee (‘RMC’) to support
the Board in overseeing and evaluating the risk
management plan and implementation of the
Company’s risk management framework, among
other relevant functions as determined by the Board.
The Risk Management Committee met thrice during
the FY 2024-25, on April 23, 2024, August 12, 2024
and March 07, 2025.

Further, the Audit Committee and the Board
periodically review the identified risks and the
measures taken to mitigate them.

PARTICULARS OF LOANS, GUARANTEES
AND INVESTMENTS

Particulars of Loans, Guarantees & Investments made
during the financial year under the provisions of
Section 186 of the Act, have been disclosed in Note 6
& 10 to the Standalone Financial Statements forming
an integral part of the Annual Report.

The Company has invested the surplus funds
available in the units of mutual funds, tax-free
bonds, commercial papers and debt securities,
the details of which are provided in the standalone
financial statement forming an integral part of
the Annual Report.

PUBLIC DEPOSITS

As per provisions of Section 73 of the Act read with
the Companies (Acceptance of Deposits) Rules, 2014,
your Company has not accepted any deposits from
the public, during the financial year under review,
and no amount of principal or interest on deposits
from the public was outstanding at the beginning
and end of FY 2025.

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 arm’s 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
Company’s 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 Employee’s
(‘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 attached herewith as 'Annexure - 4’
to this report.

b) Details 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 Companies.

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 Annual General Meeting
(‘AGM’) held on September 16, 2024, for a period
of 5 years till the conclusion of the AGM to be held
for the FY 2029.

Further, the Auditors’ Report does not contain any
qualification, reservation, or adverse remark on the
Financial Statements for the financial year ended
March 31, 2025. 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 2024-25. 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 Company’s
internal control environment and monitors the
implementation of audit recommendations,
particularly those aimed at enhancing the Company’s
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 to conduct
the Secretarial Audit of the Company for FY 2024-25.
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 any qualification, reservation,
or adverse remark which requires management
response. This signifies that the Company’s 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 your Company.

REPORTING OF FRAUDS BY AUDITORS

During the financial year under review, the Auditors
have not reported any instances of fraud committed
in the Company by its officers or employees to the
Audit Committee, as required under Section 143(12)
of the Act. Therefore, no details regarding such
instances need to be mentioned in this 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, 2025, on its website
at https://investors.rategain.com.

PREVENTION OF SEXUAL HARASSMENT

Your 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 Company’s
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 Company’s

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
Company’s 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

Your 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 and shares
under ESPS Scheme, 2023. While, 473,760 SARs
were granted during the year, under the approved
SAR Scheme, 2022.

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 Company’s 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 Auditor’s 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.

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 have been passed
by any Regulators/Courts/Tribunals, which has
been received by the Company, having impact
on the going concern status and the Company’s
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, your 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

During the financial year under review, no application
was made nor were any proceedings pending under
the Insolvency and Bankruptcy Code, 2016 (31 of
2016). Therefore, the disclosure of details regarding
any application made or proceeding pending at the
end of the financial year is 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 Company has not made any one-time settlement,
therefore, the above disclosure is not applicable.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO

The details regarding conservation of energy,
technology absorption and foreign exchange
earnings and outgo, as mandated under Section
134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, are provided in
'Annexure - 8’ accompanying this Report.

CERTIFICATIONS

In our unwavering dedication to upholding robust
cybersecurity measures, 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. Furthermore, our
proactive approach extends to aligning with the GDPR
framework, ensuring compliance and data protection
readiness. Throughout the year, your Company
prioritized ongoing education and upskilling of its
cybersecurity personnel, complemented by the

implementation of innovative initiatives to fortify
our cybersecurity infrastructure. To reinforce our
commitment to security and align with organizational
goals, it has established comprehensive policies and
procedures, including ‘Information Security Policies’
and ‘Risk Management Procedures’.

ACKNOWLEDGEMENT

The Board extends its sincere gratitude for the
invaluable contributions made by our dedicated
employees. Their unwavering hard work, dedication,
competence and cooperation have been the
driving force behind our Company’s remarkable
success. Additionally, the Board express its heartfelt
appreciation to its shareholders, investors, business
associates, customers, bankers, regulatory authorities
and government authorities for their consistent
cooperation and support. Their unwavering
commitment has been crucial in advancing your
Company’s growth and progress. The Directors
recognize and deeply appreciate the collaborative
efforts of all stakeholders who have played a pivotal
role in your Company’s achievements.

On behalf of the Board
For RateGain Travel Technologies Limited

Bhanu Chopra Megha Chopra

Date: May 26, 2025 (Chairman & Managing Director) (Director)

Place: Noida DIN: 01037173 DIN: 02078421

1

Mr. Mukesh Kumar was appointed as Sr. VP, Legal & Compliance on September 30, 2024, and was designated as General
Counsel, Company Secretary & Compliance Officer, w.e.f., November 12, 2024.