Market & News

Dear Members,

Your Directors take pleasure in presenting the Thirteenth (13^th) Board Report on the business and operations of the Company together with audited standalone and consolidated financial statements and the Auditor's Reportthereonforthefinancial year ending March 31, 2025 (‘FY 2025').

HIGHLIGHTS OF FINANCIAL PERFORMANCE

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

REVIEW OF OPERATIONS

Performance on Consolidated Financials

During the financial year 2024-25, your Company reached a notable milestone as consolidated revenue from operations increased to Rs10,766.70 million. This marks an impressive growth of Rs1,196.39 million compared to Rs3,919.03 million recorded in the preceding financial year. Additionally, consolidated total income increased substantially from Rs9,985.86 million in FY 2024 to Rs11,530.44 million in FY 2025.

In FY 2025, your Company experienced a notable increase in consolidated EBITDA, reaching Rs2,320.59 million, a remarkable improvement from Rs1,897.25 million reported in FY 2024. Further, the Profit

Before Tax (PBT) from ordinary activities, excluding exceptional items, increased to Rs2,722.31 million in FY 2025, compared to Rs1,888.72 million in FY 2024.

Performance on Standalone Financials

During the FY 2025, your Company delivered outstanding performance in terms of revenue from operations, witnessing a substantial increase to Rs2,104.32 million as compared to Rs1,733.92 million in the previous year. Thisreflects a remarkable growth of Rs370.40 million.

Moreover, total income exhibited robust improvement, rising by approximately Rs586.08 millionfromRs2,212.28 million in FY 2024 to Rs2,798.36 million in FY 2025. The Profit Before Tax (PBT) had a substantial growth, reaching Rs979.82 million in FY 2025, compared to Rs594.15 million in FY 2024.

DIVIDEND

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations'), the Board has approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend. The Dividend Distribution Policy is available on the Company's website at https:// investors.rategain.com.

The Board of Directors of your Company, keeping in view the Company's current financial position and relevant circumstances, has decided not to recommend any dividend for the year under review in line with the duly approved and adopted Dividend Distribution Policy of the Company.

TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to general reserves during the financial year. The closing balance of retained earnings for FY 2025, after all appropriations and adjustments, was Rs4,557.75 million.

MATERIAL CHANGES AND COMMITMENTS

Merger of RateGain Adara Inc. (‘Transferee/ Adara') with BCV Social LLC (‘Transferor Company/BCV')

The Members may kindly note that Adara and BCV, both are step down subsidiaries of the Company. The Board and Shareholder of Adara and BCV had approved a Scheme of Merger effective from April 01, 2025, pursuant to which BCV has been merged into Adara.

In compliance with Section 134(3) of the Act, no significant alterations or 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, 2025, your Company had 8 (Eight) Subsidiary Companies as mentioned below:

1) RateGain Technologies Limited, UK (RateGain UK)^

2) RateGain Technologies Spain, S.L. (RateGain Spain)*

3) RateGain Technologies Inc., US (RateGain US)*

4) BCV Social LLC (BCV Social)*#

5) RateGain Germany GmbH (RateGain Germany)*

6) RateGain Technologies LLC (RateGain UAE)*

7) RateGain Adara Inc. (RateGain Adara)*#

8) RateGain Adara Japan GK (RateGain Japan)*

In accordance with Section 129(3) of the Companies Act, 2013 and IND AS 110 issued by the Institute of Chartered Accountants of India, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided as integral part to this report. There has been no material change in the nature of the business of the subsidiaries.

In terms of provisions of Section 136 of the Act, separate audited accounts of the Subsidiary

Companies are 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, 2025, there are Four (4) Material Subsidiaries of the Company, RateGain Adara Inc., RateGain Technologies Ltd., UK, RateGain Technologies Inc., US and RateGain Germany GmbH.

The Policy for determining material subsidiaries is available on the Company's website at https:// investors.rategain.com.

Development/Performance and Financial Position of each Subsidiary is mentioned below: commitments impacting

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 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 Rs2,821.70 million, marking significant growth previous fiscal year's total incomeof Rs2535.73 million. Moreover, the net profit after taxation for FY 2025 amounted to Rs151 million, in contrast to Rs20.42 million in FY 2024.

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 2025, RateGain Spain achieved a total income of Rs272.67 million, marking a substantial increase compared to the previous fiscal year's total Rs255.97 million.income of Moreover, the net profit after taxation for FY 2025 amounted to Rs22.32 million, in contrast to Rs10.43 million in FY 2024.

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 Marketing 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 Rs1,727.25 million, demonstrating significant the total income of Rs1,645.10 million in FY 2024. Moreover, the net profitafter taxation for FY 2025 amounted to Rs623.69 million, in contrast to Rs496.15 million in FY 2024.

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 Marketing Technologies (MarTech) services tailored for travel and hospitality sector through a Software as a Service (SaaS) platform. BCV Social got merged into RateGain Adara Inc. w.e.f., April 01, 2025. Throughout the fiscal year BCV Social recorded a total income of Rs552.01 million, in contrast to Rs619.26 million in FY 2024. However, it incurred a loss after taxation of Rs112.05 million in contrast to Rs183.27 million in FY 2024.

5. RateGain Germany GmbH (RateGain Germany), a wholly owned subsidiary of RateGain UK, was established as a Limited Liability Company on June 30, 2012, under the laws of Germany. RateGain UK acquired Myhotelshop in September 2021. Its name got changed from Myhotelshop GmbH to RateGain Germany GmbH on April 11, 2025. RateGain Germany 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, RateGain Germany plays a pivotal role in driving direct bookings for hotels through Google, TripAdvisor and metasearch platforms. RateGain Germany 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, RateGain Germany achieved a total income of Rs1,211.88 million, compared to the previous fiscalyear's total income of Rs1,286.07 million. Additionally, the net profit after to Rs27.67million, in contrast to Rs89.13 million in FY 2024.

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 growth compared to 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 Rs788.86 million, marking significant growth previous fiscal year's total income of Rs196.50 million. Additionally, it reported a profit after taxation of Rs133.14 million during that period, in contrast to Rs42.39 million in FY 2024.

under review, 7. RateGain Adara Inc., US (RateGain Adara), a wholly owned subsidiary of RateGain Technologies Inc. (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 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 Rs4,323.10 million, demonstrating including substantial growth compared to the previous year's total income offiscal Rs3,550.97 million. Additionally, the net profit after taxation for the year amounted to Rs552.50 million, in contrast to Rs554.65 million in FY 2024.

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. During the year under review, RateGain Japan reported no income. Additionally, it reported a loss after taxation of Rs10.07 million during that period.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Board Diversity

The Company acknowledges and values the critical role that a diverse Board plays in driving its success.

It is the firm belief of your Company that a Board made up of individuals with a range of backgrounds, perspectives, expertise and experiences can effectively utilize their distinct insights to maintain our competitive edge. Recognizing the importance of diversity in thought, knowledge, skills, regional and industry experience, cultural and geographical backgrounds, age, ethnicity and gender, the Company is dedicated to creating an inclusive environment that embraces and capitalizes on these differences.

Our Board consists of distinguished professionals whoexcelin various fields, Business, Mergers & Acquisitions, Transaction Advisory, Risk Management, Finance, Corporate Law, Governance, Technology Solutions, Enterprise Management, People Management and Leadership. We have made a deliberate effort to ensure that at least one-third of our Board Members are women, which includes an Independent Woman Director. This commitment highlights our aim to promote gender diversity and inclusivity at the highest levels of governance within our organization.

The Board Diversity Policy of the Company outlines our 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')

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 in force), Mr. Bhanu Chopra, Chairman & Managing Director, Mr. Rohan Mittal, Chief Financial and Mr. Mukesh Kumar, Company Secretary, are the Key Managerial Personnel (‘KMP') of your Company. During the year under review, there were below changes (appointment or cessation) in the office of KMP of the Company:

None of the Directors of the Company have resigned from the office financial year under review.

Declaration by Independent Directors

The Company has received the below set out declarations and confirmation from all the Independent Directors:

(a) that they meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder and the

Listing Regulations;

(b) there has been no change in the circumstances affecting their status as Independent Directors of the Company;

(c) that they have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and

(d) that they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs.

All the Independent Directors of the Company have given these declarations confirming compliance with the provisions of the Act, read with the Rules made thereunder and Listing Regulations including criteria of independence, Code of Conduct for Independent Directors and registration in Director's Database maintained by the Indian Institute of Corporate Affairs (IICA). Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties and give an independent being judgment without any external influence. List of key skills, expertise and core competencies of the Board, Officer including the Independent Directors, forms a part of the Corporate Governance Report.

Familiarization Programme for Independent

Directors

The Company has a strong commitment in ensuring that its Independent Directors have a thorough understanding of their rights, obligations and functions within the Company. In order to achieve this, frequent training sessions are held to keep them update on Company's model market trends and associated topics. This commitment to continuous familiarization guarantees that Independent Directors are fully prepared to provide knowledgeable viewpoints and contribute significantly strategic direction and governance procedures of Director of the Company during the the organization.

As a pivotal aspect of the Company's ongoing familiarization strategy, Independent Directors are benefitted from comprehensive briefings conducted by the management. These briefings take either during or after quarterly Board Meetings and cover a wide range of themes. Independent Directors obtain essential knowledge about the Company's operating environment, market dynamics, governance standards, internal controls and strategic factors. They also stay up to date on important advancements and new efforts performed by the company. This proactive participation ensures that Independent Directors have the knowledge they need to make educated decisions and contribute to corporate governance efforts.

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 07, 2025. 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 compliance 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,' a vital 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, 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, 2025, 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 internalfinancial controls to be followed by the Company and that adequate and suchinternal 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 for Directors and to provide guidelines for the appointment and remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management 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 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 Director, Key Managerial Personnel and Senior Management Personnel Appointment Term / Tenure Evaluation Removal

Retirement

Remuneration to Directors/ KMP/ Senior Management Personnel

Remuneration to Managing Director/ Whole

Time Director(s)

Remuneration to Non- Executive/ Independent Director(s) 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 2024-25, there were no changes made to the Authorized Share Capital of the Company. As on March 31, 2025, the Authorized Share Capital stands at Rs150,000,000 (Rupees Fifteen Crore), which consists of the following: 147,000,000 Equity Shares of Rs1/- each. 300,000 Preference Shares of Rs10/- each.

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

The Company has issued and allotted 204,915 Equity Shares of the Company pursuant to exercise of ESOPs/SARs on July 01, 2024, September 04, 2024, December 19, 2024 and March 20, 2025 under RateGain Employee Stock Option Scheme, 2015, RateGain Employee Stock Option Scheme, 2018 and RateGain Stock Appreciation Rights Scheme, 2022.

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 Rs1/- each at an issue price of Rs425/- 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 Rs3750.08 million (including 129,870 Equity Shares at an issue price of Rs385/- 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 Rs9,607.35 million.

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

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 Rs643/- per equity share

(including a premium of Rs642/- per equity share) aggregating to Rs6,000/- million on November 20, 2023. The Company intends to create strategic value through inorganic growth that will fitwell 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.

The proceeds of funds raised under QIP 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'

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 2025-26 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.

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. Our CSR endeavours centre around combatting hunger, poverty and malnutrition, advancing healthcare provisions, empowering underprivileged communities through education, gender equality and fostering environmental sustainability. To ensure effective implementation of these initiatives, a Committee comprising three (3)

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

Policy) Rules, 2014, is appended as ‘Annexure 1' to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management's 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 continuously prioritizes operational integrity, openness, responsibility and accountability. It stays committed to establishing confidence 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 Secretaries 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 2'.

VIGIL MECHANISM / WHISTLE BLOWER

POLICY

The Company has implemented a robust Vigil Mechanism and enacted a Whistle Blower Policy, aligning with the provisions of the Act and Listing Regulations. This policy provides a formal forum for

Directors, Employees and Stakeholders to express their 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, as per Company's policy, no employee has been denied access to the Chairperson of the

Audit Committee.

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

To ensure that business operations run smoothly, your Company has put in place effective Internal Control Systems. An impartial agency conducts a comprehensive internal audit program that strengthens these processes. Processes and systems are reviewed and adjusted on a regular basis to account for changing rules and business conditions. These Control Systems provide reasonable assurance of correct transaction recording while successfully protecting firm

Existing Internal Control Systems are evaluated and improved on a regular basis to ensure that they remain relevant to changing business situations. Both StatutoryAuditorsandInternalAuditorsperform ial year under review were on arm's length financ frequent evaluations to ensure that these systems are adequate, effective and continuously operating. This examination examines Internal Control Systems,

Policies and Procedures to ensure that risks are successfully managed and mitigated.

RISK MANAGEMENT

The Company has in place, an effective risk management framework, overseen at the highest level by the Board. The Risk Management Policy identifieselements 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 met thrice during the FY 2024-25, on April 23, 2024, August 12, 2024 and March 07, 2025.

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 the 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.

PUBLIC DEPOSITS

As per provisions of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, your Company has not accepted any deposits from the public, during the financial year under review, and no amount of principal or interest on deposits from the public was outstanding at the beginning and end of FY 2025.

PARTICULARS OF CONTRACTS OR

assets from misuse or loss.

ARRANGEMENTS WITH RELATED PARTIES

As per provisions of Section 134(3)(h) of the Act, all the contracts, arrangements and transactions with the related parties as entered by the Company during the 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 3' 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 37 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 4' to this report. b) Details 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 5' 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 Companies.

AUDITORS

Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No: 117366W/W-100018) (‘Deloitte'), were appointed as the Statutory Auditors of the Company, in the Annual General Meeting (‘AGM') held on September 16, 2024, for a period of 5 years till the conclusion of the AGM to be held for the FY 2029.

Further, the Auditors' Report does not contain any qualification, reservation, or adverse remark on the Financial Statements for the financial year ended March 31, 2025. The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Internal Auditors

Grant Thornton Bharat LLP, appointed as the Internal Auditors of the Company for FY 2024-25, 2025-26 and 2026-27, have conducted periodic internal audits in FY 2024-25. 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

As per provision of Section 204 of the Act and related Rules, M/s. RMG & Associates, Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report for financial year under review, is provided as ‘Annexure - 6' 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 signifiesthat 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 financial year 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, 2025, on its website at https://investors.rategain.com.

PREVENTION OF SEXUAL HARASSMENT

Your Company is firmly 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 5 (Five) Members, with 4 (Four) 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 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 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 7'.

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 Appreciations 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 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, 473,760 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 forms part of the Notes to Accounts of the Financial Statements in this Annual Report.

The Secretarial Auditor's certificate on implementation of share-based schemes in accordance with SEBI (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021, will 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 by any Regulators/Courts/Tribunals, which has guidelines forpreparing the BRSRare 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 financial year under review, your Company has diligently adhered to all applicable Secretarial

Standards as issued by the Institute of Company Secretaries of India (ICSI). and Sweat Equity)

INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, 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.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE

TAKING LOAN FROM THE BANKS OR

FINANCIAL INSTITUTIONS ALONG WITH the THE REASONS THEREOF

The Company has not made any one-time settlement, therefore, the above disclosure is not applicable.

CONSERVATION OF ENERGY, 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 8' 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 4.0.1 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 express 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.