Rategain Travel Technologies Ltd

Dear Members,

Your Directors are pleased to present the Twelth (12th) Annual 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, 2024 (‘FY 2024').

HIGHLIGHTS OF FINANCIAL PERFORMANCE

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

(Rs in million')

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 year under review, your Company reached a notable milestone as consolidated revenue from operations increased to Rs 9,570.31 million. This marks an impressive growth of Rs 3,919.03 million compared to the Rs 1,985.37 million recorded in the preceding financial year. Additionally, consolidated total income increased substantially from Rs 5,850.60 million in FY 2023 to Rs 9,985.86 million in FY 2024.

In FY 2024, your Company experienced a notable increase in consolidated EBITDA, reaching Rs 1,897.25 million, a remarkable improvement from Rs 846.51 million reported in FY 2023. Further, the profit before tax (PBT) from ordinary activities, excluding exceptional items, increased to Rs 1,888.72 million in FY 2024, compared to Rs 672.58 million in FY 2023.

Performance on Standalone Financials

During the FY 2024, your Company delivered outstanding performance in terms of revenue from operations, witnessing a substantial increase to Rs 1,733.92 million compared to Rs 1,132.76 million in the previous year. This reflects a remarkable growth of Rs 601.16 million.

Moreover, total income exhibited robust improvement, rising by approximately Rs 860.69 million from Rs 1,351.59 million in FY 2023 to Rs 2,212.28 million in FY 2024. The Profit Before Tax (PBT) had a substantial growth, reaching Rs 594.15 million in FY 2024, compared to Rs 83.20 million in FY 2023.

DIVIDEND

The Board of Directors of your Company (the ‘Board'), after considering holistically the relevant circumstances and keeping in view the Company's Dividend Distribution Policy, has decided not to recommend any Dividend for FY 2024. The Dividend Distribution Policy of the Company can be accessed on the Company's website i.e. https://investors.rategain.com.

TRANSFER TO RESERVES

The Company has not transferred any amount to general reserves during the financial year. The closing balance of retained earnings for FY 2024, after all appropriations and adjustments, was Rs 2,425.16 million.

MATERIAL CHANGES AND COMMITMENTS

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, 2024, the Company has Eight (8) 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) Myhotelshop GmbH (Myhotelshop)*

6) RateGain Technologies LLC (RateGain UAE)*

7) RateGain Adara Inc. (RateGain Adara)*

8) RateGain Adara Japan GK (RateGain Japan)*

r Wholly owned subsidiary of the Company

* Step-down subsidiaries of the Company

# Myhotelshop S.L. being a step-down subsidiary of the

Company, was wound-up during FY2024.

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 the 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 Rs 2,535.73 million, marking significant growth compared to the previous fiscal year's total income of Rs 1,648.01 million. However, the net profit after taxation for FY 2024 amounted to Rs 20.42 million, in contrast to Rs 83.40 million in FY 2023.

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 2024, RateGain Spain achieved a total income of Rs 255.97 million, marking a substantial increase compared to the previous fiscal year's total income of Rs 176.69 million. Moreover, the net profit after taxation for FY 2024 amounted to Rs 10.43 million, in contrast to Rs 5.93 million in FY 2023.

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 Market 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 Rs 1,645.10 million, demonstrating a growth compared to the total income of Rs 1,494.03 million in FY 2023. However, the net profit after taxation for FY 2024 amounted to Rs 496.15 million, in contrast to Rs 519.90 million in FY 2023.

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 Market Technologies (MarTech) services tailored for the travel and hospitality sector through a Software as a Service (SaaS) platform. During FY 2024, BCV Social recorded a total income of Rs 619.26 million, in contrast to Rs 803.60 million in FY 2023. However, it incurred a loss after taxation of Rs (183.27) million in contrast to Rs (150.22) million in FY 2023.

5. Myhotelshop GmbH (Myhotelshop), a wholly owned subsidiary of RateGain UK, was established as a Limited Liability Company on June 30, 2012, under the laws of

Germany. RateGain acquired Myhotelshop in September 2021. Myhotelshop 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, Myhotelshop plays a pivotal role in driving direct bookings for hotels through Google, TripAdvisor, and metasearch platforms. Myhotelshop 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, Myhotelshop achieved a total income of Rs 1,286.07 million, showcasing growth compared to the previous fiscal year's total income of Rs 1,090.46 million. Additionally, the net profit after taxation for the year amounted to Rs 89.13 million, in contrast to Rs 88.31 million in FY 2023.

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 Rs 196.50 million. Additionally, it reported a profit after taxation of Rs 42.39 million during that period.

7. RateGain Adara Inc., US (RateGain Adara), a wholly owned subsidiary of RateGain 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 the 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 Rs 3,550.97 million, demonstrating substantial growth compared to the previous fiscal year's total income of Rs 535.60million. Additionally, the net profit after taxation for the year amounted to Rs 554.65 million, in contrast to Rs 105.98 million in FY 2023.

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.

RateGain Japan has not commenced its operations yet.

Pursuant to the provisions of Section 129(3) of the Act and IND AS110 issued by the Institute of Chartered Accountants of India, the Consolidated Financial Statements of the Company includes the financial statements of its subsidiaries and forms an integral part of this Annual Report. Statement containing the salient features of the financial statements and performance of the Subsidiaries is provided in Form AOC-1 which is attached as ‘Annexure - 1' to this report.

In terms of provisions of Section 136 of the Act, separate audited accounts of the Subsidiary Companies shall be 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, 2024, there are Four (4) material subsidiaries of the Company-RateGain UK, RateGain US, RateGain Adara and Myhotelshop. The Policy for determining material subsidiaries is available on the Company's website at https://investors.rategain.com.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public, during the financial year, within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of FY 2024.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Diversity

The Company recognizes and appreciates the importance of having a diverse Board as a driving force behind its success. Your Company firmly believes that a Board composed of individuals with varied backgrounds, perspectives, expertise, and experiences can harness their unique insights to sustain its competitive advantage. Acknowledging the significance of diversity in thought, knowledge, skills, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, and gender, the Company is committed to fostering an inclusive environment that embraces and leverages these differences.

The Board comprises of esteemed professionals who excel in diverse domains, such as Global Business, Mergers & Acquisitions, Transaction Advisory, Risk Management, Finance, Corporate Laws, Governance, Technology Solutions, Enterprise Management, People Management, and Leadership. Your Company made a concerted effort to ensure that at least one-third of its Board members are women, including an Independent Woman Director. This commitment underscores its dedication to fostering gender diversity and inclusivity at the highest levels of governance within the organization.

The Board Diversity Policy of the Company outlines its 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')

*Designation of Mr. Nishant Kanuru Rao has changed from 'Nominee Director' to 'Non-Executive Director' w.e.f September 15, 2023.

Mr. Bhanu Chopra, Chairman & Managing Director, Mr. Tanmaya Das, Chief Financial Officer and Mr. Thomas P. Joshua, Company Secretary, are the Key Managerial Personnel (‘KMP') of your Company 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). During the year, there was no change (appointment or cessation) in the office of KMP's of the Company.

As per Section 152 and relevant provisions of the Act, in conjunction with the Company's Articles of Association, one-third of the Directors, subject to retirement by rotation, will retire at each Annual General Meeting (AGM) and if eligible, they may seek re-appointment. Consequently, one Director, excluding an Independent Director, will retire by rotation, at the upcoming AGM.

The Notice of the AGM will include concise particulars of the Director proposed for appointment/ re-appointment, as mandated by Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), and Secretarial Standard - 2.

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

Declaration by Independent Directors

In compliance with Section 149 of the Act, the Independent Directors of the Company have furnished declarations confirming their adherence to the independence criteria as provided in Section 149(6) of the Act, in conjunction with the corresponding Rules and Regulations, including Regulation 16(1) (b) and 25(8) of the Listing Regulations and are not disqualified from continuing as Independent Directors of the Company.

The Independent Directors have further affirmed that they are unaware of any circumstances or situations, existing or foreseeable, that might hinder their capacity to fulfil their duties with impartial, independent judgment and free from external influence. Following the disclosures provided, the Board affirms that all Independent Directors meet the stipulated conditions outlined in the Act and Listing Regulations and maintain independence from the management.

In accordance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have duly enrolled themselves with the Indian Institute of Corporate Affairs (‘IICA').

Familiarization Programme for Independent Directors

The Company is deeply committed to empowering its Independent Directors with a robust comprehension of their roles, rights, and responsibilities within the organization. To this end, regular educational programs are conducted to keep them abreast of industry dynamics, the Company's business model, and related matters. This dedication to ongoing familiarization ensures that Independent Directors are thoroughly equipped to offer informed perspectives and make meaningful contributions to the company's strategic direction and governance protocols.

As a pivotal aspect of the Company's ongoing familiarization strategy, Independent Directors benefit from comprehensive briefings conducted by the management. These briefings occur either during or following quarterly Board Meetings and encompass a wide array of subjects. Independent Directors gain valuable insights into the Company's operational environment, market dynamics, governance standards, internal controls, and strategic elements. Moreover, they stay abreast of notable developments and innovative initiatives undertaken by the Company. This proactive engagement ensures that Independent Directors possess the requisite knowledge to make informed contributions to decision-making processes and corporate governance endeavours.

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 15, 2024. 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 adherence 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', an indispensable 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, 2024 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 and Senior Management Personnel 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 Personnel 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 Directors,

Key Managerial Personnel and Senior

Management Personnel

? Appointment

? Term / Tenure

? Evaluation

? Removal

? Retirement

• Remuneration to Directors/Key Managerial

Personnel/Senior Management Personnel

? Remuneration to Managing Director /

Whole-Time Directors

? Remuneration to Non- Executive/

Independent Directors

? Remuneration to Key Managerial Personnel and Senior Management

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

SHARE CAPITAL Authorized Share Capital

During the FY 2024, there were no changes made to the Authorized Share Capital of the Company. As on March 31, 2024, the Authorized Share Capital stands at Rs 150,000,000 (Rupees Fifteen Crore), which consists of the following:

• 147,000,000 Equity Shares of Rs 1/- each.

• 300,000 Preference Shares of Rs 10/- each.

Allotment of Shares pursuant to Employees Stock Options (ESOPs)/ Stock Appreciation Rights (SARs)

The Company has issued and allotted 200,198 Equity Shares of the Company pursuant to exercise of ESOPs/SARs on July 28, 2023, September 25, 2023, October 18, 2023, November 23,2023, December 15, 2023 and March 27, 2024 under RateGain Employee Stock Option Scheme, 2015, RateGain Employee Stock Option Scheme, 2018 and RateGain Stock Appreciation Rights Scheme, 2022.

Allotment of Shares pursuant to Qualified Institutions Placement (QIP)

The Company allotted 9,331,259 equity shares through Qualified Institutional Placement (‘QIP') at an issue price of Rs 643/- per equity share (including a premium of Rs 642/- per equity share) aggregating to Rs 6,000 million on November 20, 2023.

Summary of the Issued, Subscribed, and Paid- up Share Capital:

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 Rs 1/- each at an issue price of Rs 425/- per Equity Share on December 17, 2021. The issue comprised of a Fresh Issue of 8,835,752 Equity Shares of Rs 1/- each amounting to Rs 3750.08 million (including 129,870 Equity Shares at an issue price of Rs 385/- per Equity Share issued under Employee Reservation Portion) and Offer for Sale

(OFS) of 22,605,530 Equity Shares of Rs 1/- each by the promoter/promoter group and investor selling shareholders amounting to Rs 9,607.35 million.

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

(Rs in million')

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 Rs 643/- per equity share (including a premium of Rs 642/- per equity share) aggregating to Rs 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.

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 2024-25 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 a member in the Stakeholders Relationship Committee and Mr. Nishant Kaniuru Rao has been appointed as a member in the Risk Management Committee w.e.f February 02, 2024.

r.Ms. Megha Chopra has been appointed as a member in the Stakeholders Relationship Committee w.e.f October 27, 2023.

#Fund Raise Committee was formed by the Board of Directors on August 07, 2023, for the specific purpose of looking into the various statutory and procedural formalities in relation to the proposed fund raise by way of Qualified institutional Placement (QiP). Thereafter, the Fund Raise Committee was dissolved on February 02, 2024.

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. The CSR endeavours centre around combatting hunger, poverty, and malnutrition, advancing healthcare provisions, empowering underprivileged communities through education and gender equality, and fostering environmental sustainability. To ensure effective implementation of these initiatives, a Committee comprising four (4) 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) Rules, 2014, is appended as ‘Annexure - 2' to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management 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 consistently prioritizes managing its operations with diligence, transparency, responsibility, and accountability. It remains dedicated to fostering trust among shareholders, employees, customers, suppliers, and other stakeholders through the principles of good corporate governance. These principles include integrity, equity, transparency, fairness, sound disclosure practices, accountability, and a steadfast commitment to values.

As per Regulation 34 of the Listing Regulations, a separate report has been prepared on Corporate Governance which includes a certificate from Practicing Company Secretary 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 - 3'.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has instituted a robust Vigil Mechanism and enacted a Whistle Blower Policy, aligning with the provisions of the Act and Listing Regulations. This policy establishes a formal avenue for Directors, Employees, and Stakeholders to voice 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, no employee has been denied access to the Chairman of the Audit Committee in accordance with the Company's policy.

During the year under review, the Company did not receive any concerns or reports from any whistle-blower(s). 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

Your Company has implemented robust Internal Control Systems to facilitate smooth business operations. These systems are strengthened by a comprehensive internal audit program carried out by an independent agency. Regular reviews and adjustments to processes and systems are made to accommodate evolving regulations and changes in the business environment. These Control Systems provide reasonable assurance of accurate transaction recording and effectively safeguard Company assets from misuse or loss.

The existing Internal Control Systems undergo regular assessments and enhancements to stay aligned with evolving business conditions. Both Statutory Auditors and Internal Auditors conduct periodic evaluations to gauge the adequacy, effectiveness, and continuous functionality of these systems. This evaluation encompasses Internal Control Systems, Policies, and Procedures, ensuring they effectively manage and mitigate risks.

RISK MANAGEMENT

Your 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 Meeting convened twice during the FY 2024, on May 19, 2023, and October 27, 2023.

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 its 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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to 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 - 4' 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 38 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 - 5' to this report.

b) Detail 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 - 6' 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 Company.

Statutory Auditors

Walker Chandiok & Co. LLP, Chartered Accountants, (ICAI Firm Registration No.: 001076N/N500013), were re-appointed as the Statutory Auditors of the Company, in the AGM held on September 30, 2019, for a period of 5 years till the conclusion of the AGM to be held for the FY 2024. They will be completing 10 years as Statutory Auditors of the Company, at the ensuing AGM, and the provisions regarding rotation of auditors, as prescribed under the Act, would be applicable to the Company. Hence, the appointment of new Statutory Auditors of the Company would be proposed, for a period of 5 years, i.e. to hold office from the forthcoming AGM till the AGM to be held in the year 2029, to the Members for their approval.

Further, the Auditors' Report does not contain any qualification, reservation, or adverse remark on the Financial Statements for the financial year ended March 31, 2024. The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Internal Auditors

Deloitte Touche Tohmatsu India LLP, appointed as the Internal Auditors of the Company for FY 2024, have conducted periodic internal audits. 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

M/s. RMG & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for FY 2024, in accordance with Section 204 of the Act and related Rules. The Secretarial Audit Report for FY 2024 is provided as ‘Annexure - 7' 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 FY 2024 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, 2024, 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 Six (6) members, with Four (4) 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 - 8'.

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 Appreciation 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, 771,068 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 form 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 review period, 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 fiscal year, 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.

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.

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 - 9' 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 3.2.1 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 expresses 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.