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 announced the grant of 40,183 Stock Appreciation Rights (SAR) units under its "RateGain - Stock Appreciation Rights Scheme – 2022" following approval from the company's Nomination and Remuneration Committee on February 08, 2026. The announcement was made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SAR Grant Details

The company has allocated the SAR units across three distinct tranches with varying prices per unit:

Vesting and Exercise Framework

The SAR units operate under a structured 4-year vesting schedule designed to retain talent and align employee interests with company performance. The vesting framework includes:

• Vesting Period: 4 years from the date of grant
• Vesting Schedule: 10% in Year 1, 20% in Year 2, 30% in Year 3, and 40% in Year 4
• Exercise Period: 3 years from the date of vesting for each tranche

Regulatory Compliance

The SAR grant has been structured in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Company Secretary and Compliance Officer Mukesh Kumar confirmed that all regulatory requirements have been met for this employee benefit initiative.

About the SAR Scheme

The RateGain Stock Appreciation Rights Scheme 2022 represents the company's commitment to employee retention and performance-based compensation. Stock Appreciation Rights allow employees to benefit from the appreciation in the company's stock value without requiring upfront investment, making it an attractive component of the overall compensation package.

The announcement reflects RateGain Travel Technologies' ongoing efforts to maintain competitive employee benefits while ensuring compliance with regulatory frameworks governing employee stock option schemes in India.