RateGain Travel Technologies Limited has announced the conversion of a substantial inter-corporate loan into equity shares of its UK subsidiary, strengthening its ownership structure through a strategic financial restructuring. The Board of Directors approved this transaction on February 13, 2026, involving the conversion of USD 109,745,000 in principal loan amount along with accrued interest of USD 2,461,225.

Transaction Details

The acquisition involves 23 equity shares in RateGain Technologies Limited (RG UK), the company's material unlisted wholly-owned subsidiary. The total consideration amounts to GBP 82,504,577, representing the conversion of the entire outstanding inter-corporate loan and accumulated interest.

About RG UK

RateGain Technologies Limited (RG UK) operates as a specialized technology provider in the travel and hospitality sectors. Incorporated on December 05, 2014, and based in the United Kingdom, the subsidiary focuses on developing and marketing Data-as-a-Service (DaaS), Distribution and Marketing Technology (MarTech) products.

Business Operations and Clientele

RG UK serves a diverse portfolio of clients including:

• Hotels and hospitality providers
• Online Travel Agencies (OTAs)
• Airlines
• Car rental companies

Financial Performance

The subsidiary has demonstrated consistent revenue growth over recent years, with turnover reaching £26,198,727 for Financial Year 2024-25.

Regulatory and Completion Timeline

The transaction is structured as a related party transaction conducted at arm's length, given RG UK's status as a wholly-owned subsidiary. No governmental or regulatory approvals are required for this internal restructuring. The company expects to complete the acquisition on or before March 31, 2026.

This loan-to-equity conversion represents a strategic move to optimize the capital structure within RateGain's subsidiary network while maintaining full ownership control of its UK operations.

RateGain Travel Technologies Limited has received its final monitoring agency report from CRISIL Ratings Limited for the quarter ended December 31, 2025, confirming complete utilization of QIP proceeds with no deviations. The comprehensive report was submitted pursuant to Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, marking the conclusion of the monitoring process.

QIP Fund Details and Complete Utilization

The company completed its QIP on November 20, 2023, raising Rs. 5862.91 million net of issue expenses. The placement involved 9,331,259 equity shares of face value Re. 1 each, issued at Rs. 643 per share, including a share premium of Rs. 642 per share, aggregating to Rs. 6,000.00 million gross.

CRISIL Monitoring Agency Report Findings

CRISIL Ratings Limited issued its final monitoring agency report dated February 12, 2026, confirming that all QIP proceeds were utilized as per the original objectives disclosed in the offer document. The report stated that the entire amount was deployed towards the acquisition of Sojern Inc., with both QIP Escrow account balance and monitoring account balance standing at nil as of December 31, 2025.

Regulatory Compliance and Final Certification

The monitoring agency report was prepared based on management undertaking, statutory auditor certificate dated February 11, 2026, issued by M/s Deloitte Haskins & Sells LLP, and bank statements. The report confirmed no major deviations from earlier monitoring agency reports and stated that all utilization was as per disclosures in the offer document.

Fund Allocation Adjustment and Strategic Deployment

The net proceeds were revised from the originally estimated Rs. 5,861.50 million to Rs. 5,862.91 million during the quarter ended March 31, 2024. This adjustment of Rs. 1.41 million resulted from lower actual offer-related expenses compared to estimated costs, with the surplus amount added to strategic investment objectives for the Sojern acquisition.

The report was signed by Shounak Chakravarty, Director, Ratings (LCG) at CRISIL Ratings Limited, and submitted to stock exchanges by Mukesh Kumar, General Counsel, Company Secretary & Compliance Officer of RateGain Travel Technologies Limited on February 13, 2026.