RateGain Travel Technologies Limited has executed significant developments under its Stock Appreciation Rights framework, including both the grant of SAR units to subsidiary employees and the subsequent allotment of equity shares to eligible employees under the established compensation scheme.

Recent Share Allotment Under SAR Scheme

On December 17, 2025, the company's Nomination and Remuneration Committee approved the allotment of equity shares under the RateGain Stock Appreciation Rights Scheme-2022. The allotment represents the exercise of previously granted SAR units by eligible employees.

Updated Capital Structure

The share allotment has resulted in an increase in the company's paid-up equity share capital. The capital structure reflects the impact of employee stock option exercises under the SAR framework.

Previous SAR Grant to Subsidiary Employees

Earlier, the company had granted 19,02,014 SAR units to employees of its wholly-owned subsidiary, Sojern Inc., under the same SAR Scheme-2022. The grant was structured with a three-year vesting schedule and specific exercise parameters.

Regulatory Compliance and Documentation

Both the SAR grant and equity share allotment have been executed in full compliance with regulatory requirements. The company has fulfilled disclosure obligations under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and adhered to provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The allotted equity shares rank pari-passu with existing equity shares of the company, ensuring equal rights and benefits for all shareholders. These developments demonstrate RateGain Travel Technologies' commitment to employee retention and motivation through equity-linked compensation structures across its operations and subsidiary network.

RateGain Travel Technologies Limited , a leading provider of SaaS solutions for travel and hospitality, has announced a significant expansion of its employee incentive program. The company's Nomination and Remuneration Committee approved the grant of 19,535 Stock Appreciation Rights (SARs) units on December 17, 2025, under the "RateGain - Stock Appreciation Rights (SAR) Scheme – 2022" (SAR-2022).

Grant Details and Structure

The latest SAR grant comprises three separate tranches with different pricing structures:

Vesting and Exercise Terms

All three tranches follow identical vesting and exercise parameters:

Understanding Stock Appreciation Rights

Stock Appreciation Rights are a form of equity compensation that allows employees to benefit from the appreciation in the company's stock price without actually owning the shares. When exercised, the holder receives the increase in the stock's value from the grant date to the exercise date, usually paid in cash or shares.

Strategic Implications

This substantial SAR grant, totaling over Rs. 1.31 crores in notional value, demonstrates RateGain's commitment to attracting and retaining talent in the competitive travel technology sector. The four-year vesting schedule encourages long-term employee retention, while the three-year exercise period provides flexibility for employees to benefit from potential stock price appreciation.

Regulatory Compliance

RateGain has made this announcement in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The SAR scheme is also subject to the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, ensuring transparency and adherence to regulatory standards.

As the travel industry continues to evolve, RateGain's expanded investment in its human capital through such equity-based compensation plans may play a crucial role in maintaining its position as a leading SaaS provider in the travel and hospitality sector.