RateGain Travel Technologies Limited has submitted its quarterly compliance report to stock exchanges, confirming no deviation in the utilization of funds raised through its Qualified Institutional Placement (QIP) for the quarter ended December 31, 2025. The statement was filed pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

QIP Fund Details and 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.

Fund Allocation and Usage

The entire QIP proceeds were allocated for strategic investments, acquisitions, and inorganic growth initiatives. The company confirmed that all funds have been fully utilized towards the acquisition of Sojern Inc., aligning with the original stated objectives.

Regulatory Compliance and Oversight

The Audit Committee reviewed the fund utilization statement at its meeting held on February 13, 2026. The company reported no deviation or variation in the use of raised funds, indicating full compliance with the original investment plan approved during the QIP process.

The statement was signed by Mukesh Kumar, General Counsel, Company Secretary & Compliance Officer, confirming the accuracy of the reported fund utilization. The monitoring agency CRISIL Ratings Limited continues to oversee the fund deployment as per regulatory requirements.

QIP Proceeds Adjustment

The net proceeds were revised from the originally estimated Rs. 5,861.50 million to Rs. 5,862.91 million during the quarter ended June 30, 2024. This adjustment of Rs. 1.41 million resulted from lower actual offer-related expenses compared to the estimated costs disclosed in the final offer document, with the surplus amount added to the strategic investment objective.

RateGain travel Technologies Limited announced its unaudited financial results for Q3 FY26 and nine months ended December 31, 2025, through a regulatory filing with NSE and BSE on February 13, 2026. The company reported record-breaking performance with consolidated operating revenue reaching INR 5,400.30 million, marking a substantial 93.8% year-over-year growth driven by the successful integration of Sojern acquisition completed on November 6, 2025.

Board Meeting and Regulatory Compliance

The Board of Directors approved the quarterly results in their meeting held on February 13, 2026, commencing at 10:30 a.m. and concluding at 12:10 p.m. General Counsel and Company Secretary Mukesh Kumar filed the results under Regulations 30 and 33 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The financial results received limited review from statutory auditors Deloitte Haskins & Sells LLP and are available on the company's investor website.

Q3 FY26 Consolidated Financial Performance

RateGain delivered exceptional growth across key financial metrics, demonstrating the positive impact of the Sojern acquisition on business operations.

The decline in profit after tax was primarily attributed to exceptional items totaling INR 346.18 million, including INR 324.16 million in merger and acquisition related expenses and INR 22.02 million towards labor code notifications.

Nine-Month Performance Analysis

For the nine-month period ending December 31, 2025, RateGain maintained strong growth momentum with consolidated operating revenue of INR 11,080.04 million, representing 35.8% year-over-year growth.

Standalone Financial Results

On a standalone basis, RateGain reported operating revenue of INR 626.41 million for Q3 FY26 compared to INR 534.83 million in Q3 FY25, with profit after tax of INR 2.89 million affected by exceptional items of INR 47.94 million. The nine-month standalone operating revenue reached INR 1,850.32 million, growing 21.7% year-over-year.

Strategic Acquisition and Integration

The Sojern acquisition, completed for a consideration of INR 22,170.69 million (USD 250.35 million), was financed through external funds of INR 11,069.63 million and internal funds of INR 11,100.62 million. The acquisition expanded RateGain's portfolio to include AI-powered hospitality and travel marketing solutions, with provisional purchase price allocation identifying INR 7,625.01 million in intangible assets and INR 12,091.44 million in goodwill.

Regulatory and Operational Updates

During the quarter, 79,599 employee stock options were exercised under various ESOP schemes, with 154,598 options exercised during the nine-month period. The company's paid-up share capital stands at INR 118.06 million. The impact of new Labor Codes notified by the Government of India resulted in increased gratuity and leave liabilities of INR 22.02 million, treated as exceptional items due to their non-recurring nature.