Share Wealth

Year End :2023-03

Your Directors take pleasure in presenting the Eleventh (11^th) 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 ended March 31, 2023 (‘FY 2023’).

Highlights of Financial Performance

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

Rs.in Million’)
	Standalone		Consolidated
Particulars |	FY 2023 |	FY2022	FY2023	FY2022
Revenue from Operations	1,132.76	727.44	5,651.28	3,665.91
Other Income	218.83	308.97	199.32	165.22
Total Income	1,351.59	1,036.41	5,850.60	3,831.13
Employee Benefit Expenses	897.80	771.26	2,527.56	1,913.74
Financial Cost	13.73	9.93	15.11	52.33
Depreciation and amortisation expenses	32.80	37.33	358.14	300.64
Other Expenses	324.06	179.80	2,277.21	1,446.62
Total Expenses	1,268.39	998.32	5,178.02	3,713.33
Profit/(Loss) before exceptional items and tax	83.20	38.09	672.58	117.80
Exceptional items	-	9.43	-	9.43
Profit/(Loss) before tax	83.20	28.66	672.58	108.37
Total Tax Expenses	25.83	10.56	(11.43)	24.18
Profit/(Loss) for the year	57.37	18.10	684.01	84.19
Other Comprehensive Income/(loss) for the financial year	(1.88)	(0.43)	123.76	(17.51)
Total Comprehensive income/(loss) for the year	55.49 ["	17.67	807.77	66.68
Earnings per Equity Share (INR) - Face value of ' 1/- each
Basic EPS	0.53	0.18	6.33	0.84
Diluted EPS	0.53	0.18	6.29	0.83

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 achieved a significant milestone with consolidated revenue from operations reaching ' 5,651.28 million. This represents a remarkable growth of ' 1,985.37 million compared to ' 3,665.91 million of the previous financial year. Furthermore, the consolidated total income experienced a substantial increase of around

' 2,019.47 million, surging from ' 3,831.13 million in FY 2022 to ' 5,850.60 million in FY 2023.

In FY 2023, the consolidated EBITDA of your Company witnessed a substantial increase, reaching ' 846.51 million. This marks a significant

improvement from the ' 305.55 million recorded in FY 2022. Furthermore, the profit before tax (PBT) from ordinary activities, excluding exceptional items,

reached ' 672.58 million in FY 2023, compared to ' 117.80 million in FY 2022.

Performance on Standalone Financials

During the FY 2023, your Company achieved remarkable results in terms of revenue from operations, with a significant increase to ' 1,132.76 million compared to ' 727.44 million in the previous year. This represents a substantial growth of ^405.32 million. Furthermore, the total income showed strong improvement, rising by approximately ' 315.18 million from ' 1,036.41 million in FY 2022 to ' 1,351.59 million in FY 2023.

The standalone EBITDA has improved from ' (156.16) million in FY 2022 to ' (89.1) million in FY 2023. Moreover, the Profit Before Tax (PBT) witnessed significant growth, reaching ' 83.20 million in FY 2023, compared to ' 28.66 million in FY 2022.

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 2023. 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 2023, after all appropriations and adjustments, was ' 975.58 million.

Material Changes and Commitments

As prescribed under Section 134(3) of the Act, there have been no material changes and commitments affecting the financial position of your Company which occurred between the end of the financial year of the Company and date of this report, except as disclosed elsewhere in 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, 2023, 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) Myhotelshop S.L. (Myhotelshop S.L.)*

7) RateGain Technologies LLC (RateGain UAE)*

8) RateGain Adara Inc. (RateGain Adara)*

* Wholly owned subsidiary of the Company

* Step-down subsidiaries of the Company

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

1. RateGain Technologies Limited, UK (RateGain UK), is a wholly owned subsidiary of the Company, incorporated on December 5, 2014, under the laws of England and Wales. RateGain UK specializes in the development and sales of Data-as-a-Service (DaaS), Distribution, and Marketing Technology (Martech) products specifically designed for the travel and hospitality sectors. Its target customers include hotels, online travel agencies (OTAs), airlines, and car rental companies. During the fiscal year, RateGain UK generated a total income of ' 1,648.01 million, reflecting significant growth compared to the previous fiscal year’s total income of ' 1,268.54 million. Additionally, the net profit after taxation amounted to ' 83.40 million, a notable increase from the previous year’s net profit after taxation of ' 24.64 million.

These financial results highlight the subsidiary’s success and profitability, showcasing its strong performance within the travel and hospitality sectors. RateGain UK’s focus on developing and offering innovative DaaS, Distribution, and Martech products has contributed to its financial growth and overall value as part of the Company’s operations.

2. RateGain Technologies Spain, S.L. (RateGain Spain), is a wholly owned subsidiary of RateGain UK. It was incorporated on December 4, 2015, and registered in the Barcelona Commercial Registry on December 30, 2015, under the laws of Spain. RateGain Spain primarily operates in the field of management consultancy activities and the development of business activities in the area of information technology, offering Software as a Service (SAAS) and travel technology solutions. During FY 2023, RateGain Spain recorded a total income of ' 176.69 million, representing a significant increase compared to the previous fiscal year’s total income of ' 85.81 million. Additionally, the net profit after taxation for FY 2023 amounted to ' 5.93 million, compared to ' 1.87 million in FY 2022.

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

is a wholly owned subsidiary of RateGain UK. It was incorporated as a corporation under the laws of the State of Delaware on April 8, 2015. RateGain US specializes in providing various services, including Data as a Service (DaaS) and 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 ' 1,493.71 million, showcasing significant growth compared to the total income of ' 1,172.57 million in FY 2022. Additionally, the net profit after taxation for FY 2023 amounted to ' 519.90 million, a substantial increase from ' 268.90 million in FY 2022.

4. BCV Social LLC (BCV Social), is a wholly owned subsidiary of RateGain US. It was incorporated 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 providing Data as a Service (DaaS), Distribution, and Market Technologies (Martech) services to the travel and hospitality sector through a Software as a Service (SaaS) platform. During the fiscal year under review, BCV Social recorded a total income of ' 803.60 million, reflecting growth compared to the previous fiscal year’s total income of ' 768.48 million. However, it reported a loss after taxation of ' (150.22) million, indicating a decrease compared to the loss of ' (223.18) million in the previous fiscal year.

5. Myhotelshop GmbH (Myhotelshop), is a

wholly owned subsidiary of RateGain UK. It was incorporated 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 for metasearch publishers and other travel products. This platform enables hotel suppliers, online travel agencies (OTAs), and agency clients to reach more customers and achieve higher returns. By complementing our Martech and Distribution businesses, Myhotelshop plays a crucial role in driving direct bookings for hotels through Google, TripAdvisor, and metasearch platforms. Myhotelshop is engaged in the development and marketing of systems and software programs, as well as the operation of online market places primarily for the travel sector, in accordance with the applicable rules and regulations outlined in its constitutional documents.

During the fiscal year, Myhotelshop generated a total income of ' 1,077.95 million, indicating substantial growth compared to the previous fiscal year’s total income of ' 436.58 million.

Additionally, the net profit after taxation for the year amounted to ' 88.31 million, compared to ' 22.16 million in FY 2022.

6. Myhotelshop S.L. (Myhotelshop S.L.), is a

wholly owned subsidiary of Myhotelshop. It was incorporated on May 23, 2016, under the laws of Spain. Myhotelshop S.L. is an information technology company primarily engaged in the development of marketing software and the provision of consulting services for hotels. However, as Myhotelshop S.L. is in the process of winding-up, during FY 2023, Myhotelshop S.L. did not generate any total income while during the FY 2022 the total income stood at ' 12.30 million and net profit after taxation at ' 0.43 million.

7. RateGain Technologies LLC, UAE (RateGain UAE), is a wholly owned subsidiary of RateGain UK. It was incorporated as a Limited Liability Company on November 28, 2022, under the laws of UAE. RateGain UAE is primarily engaged 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. Considering, that it is a newly incorporated entity, RateGain UAE did not generate any income during the year under review.

8. RateGain Adara Inc., US (RateGain Adara),

is a wholly owned subsidiary of RateGain Technologies Inc. (US). It was incorporated as a limited liability Company on December 14, 2022, under the laws of the State of Delaware, U.S.A. RateGain Adara is a data-driven marketing company focused on travel and hospitality industries. They offer data insights, audience segmentation, and advertising solutions to help travel brands make informed decisions and reach their target audience. Additionally, the Company assists in customer engagement throughout the travel journey and optimizes loyalty programs to foster customer retention. During the year under review, RateGain Adara reported a total income of ' 535.27 million. However, it also reported a profit after taxation of ' 105.99 million during that period.

Investments by the Company:

Our dedicated Mergers & Acquisitions (M&A) department consistently evaluates potential merger and acquisition opportunities based on strategic alignment, capabilities enhancement, and geographic expansion. Candidates undergo a comprehensive assessment process, considering cultural values, technological expertise, industry focus, partnerships, geographical advantages,

offshore presence, and consulting capabilities. The aim is to identify candidates closely aligned with strategic goals for positive contributions to overall growth and success.

Consequently, on January 02, 2023, RateGain Adara executed an Asset Purchase Agreement to acquire a significant portion of Adara Inc., USA’s assets. This strategic acquisition aligns with the Company’s goals of enhancing its Revmax platform, expanding data capabilities, and reinforcing its position in the travel industry. By ethically sourcing and securing proper permissions for travel intent data, the Company gains one of the world’s largest and most comprehensive data sources, influencing every aspect of travelers’ journeys. Furthermore, it deepens access to marketing and commercial leadership in large enterprises and opens doors to expansion into adjacent travel segments, such as Destination Marketing Organizations (DMOs) and large airlines.

Pursuant to the provisions of Section 129(3) of the Act and Ind - AS 110 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, 2023, there are Five (5) material subsidiaries of the Company RateGain UK, RateGain US, BCV Social, 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 2023.

Directors and Key Managerial Personnel Board Diversity

The Company acknowledges and values the significance of a diverse Board in driving its success. We firmly believe that a Board comprising individuals with diverse backgrounds, perspectives, expertise, and experiences can leverage their unique insights to maintain our competitive edge. The Company recognizes the importance of differences in thought, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, and gender.

Our Board consists of esteemed professionals who bring expertise in various areas including Global Business, Mergers & Acquisitions, Transaction Advisory, Risk Management, Finance, Corporate Laws, Governance, Technology Solutions, Enterprise Management, People Management, and Leadership skills. We have also ensured that at least one-third of the Board comprises Women Directors, including an Independent Woman Director.

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, we aim to enhance decision-making processes and foster a culture of inclusivity, ultimately contributing to the overall growth and success of the Company

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.

Pursuant to Section 152 and other applicable provisions of the Act, read with the Articles of Association of the Company, one-third of the Directors who are liable to retire by rotation, shall retire at every Annual General Meeting (‘AGM’) and if eligible, may offer themselves for re-appointment. Accordingly, one of the Directors, other than an Independent Director, would be liable to retire by rotation at the ensuing AGM.

Brief details of Director proposed to be appointed/ re-appointed as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’) and Secretarial Standard - 2 would be provided in the Notice of the Annual General Meeting.

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

Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have submitted declarations that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulation 16(1)(b) and 25(8) of Listing Regulations and are not disqualified from continuing as an Independent Directors of the Company.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of

the Company have registered themselves with the Indian Institute of Corporate Affairs (‘IICA’).

Familiarization Programme for Independent Directors

The Company places a strong emphasis on equipping its Independent Directors with a comprehensive understanding of their roles, rights, and responsibilities within the organization. Additionally, these directors are regularly educated about the industry landscape, the company’s business model, and related matters through ongoing programs conducted at intervals. This commitment to continuous familiarization ensures that Independent Directors are well-prepared to provide informed insights and contribute effectively to the company’s strategic direction and governance processes.

As an integral component of the company’s continuous familiarization approach, Independent Directors receive comprehensive briefings from the Managing Director and the Chief Financial Officer. These briefings take place during or after quarterly Board Meetings and encompass a wide spectrum of topics. Independent Directors are provided with insights into the Company’s operational landscape, the prevailing market conditions, governance practices, internal control mechanisms, and pertinent aspects of strategy. Furthermore, they are kept informed about significant advancements and novel initiatives undertaken by the company. This proactive approach ensures that Independent Directors are well-equipped to contribute judiciously to the Company’s decision-making processes and corporate governance endeavours.

The details pertaining to Familiarization Programme for Independent Directors, have been incorporated in ‘Corporate Governance Report’ that forms part of this Report.

Independent Directors Meeting

In compliance with Section 149(8) and Schedule IV of the Act, along with Regulation 25 of the Listing Regulations, an exclusive meeting of the Independent Directors was held on March 30, 2023. This meeting was conducted separately, without the presence of Non-Independent Directors and members of the management. The Corporate Governance Report, included as an integral part of this Report, provides detailed information on the evaluation process of the Board, its Committees, and individual Directors.

Board Evaluation

In compliance with the relevant provisions of the Act and the Listing Regulations, the Board, in collaboration with the Nomination and Remuneration Committee, has established a comprehensive

framework outlining the criteria for evaluating the performance of the entire Board, its Committees, and individual Directors, including Independent Directors. The annual performance evaluation of the Board, Committees, and each Director has been conducted in accordance with this framework. Further information regarding the evaluation process of the Board, its Committees, and individual Directors, including Independent Directors, can be found in the ‘Corporate Governance Report,’ which is an essential component 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, 2023 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 six (6) 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 (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

? Appointment

? Term / Tenure

? Evaluation

? Removal

? Retirement

• Remuneration to Directors/KMP/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.rateaain.com.

Share Capital Authorized Share Capital

During the fiscal year 2023, there were no changes made to the Authorized Share Capital of the Company. As on March 31, 2023, the Authorized Share Capital stands at ' 150,000,000 (Rupees Fifteen Crore), which consists of the following:

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

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

Allotment of Shares pursuant to ESOPs

The Company has issued and allotted 1,006,940 Equity Shares of the Company pursuant to exercise of Employee Stock Options on May 27, 2022, June 09, 2022, July 04, 2022, September 10, 2022, October 03, 2022, November 25, 2022, December 02, 2022, January 06, 2023, March 09, 2023 under RateGain Employee Stock Option Scheme, 2015 and RateGain Employee Stock Option Scheme, 2018.

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

As on April 01, 2022: 107,310,252 equity shares

of ' 1/- each.

As on March 31, 2023: 108,317,192 equity shares

of ' 1/- each.

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 ' 1/- each at an issue price of ' 425/- per Equity Share on December 17, 2021. The issue comprised of a Fresh Issue of 8,835,752 Equity Shares of ' 1/- each amounting to ' 3750.08 million (including 129,870 Equity Shares at an issue price of ' 385/- per Equity Share issued under Employee Reservation Portion) and Offer for Sale (OFS) of 22,605,530 Equity Shares of ' 1/- each by the promoter/promoter group and investor selling shareholders amounting to ' 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:

in million’)
Particulars	Amount
Gross Proceeds of the Fresh Issue	3750.08
Less: Offer Expenses in relation to the Fresh Issue	182.90
Net Proceeds	3567.18
Amount utilised as per the objects of the issue*	2937.49
Balance Amount (Pending Utilisation)	629.69

*As per the prospectus dated December 10, 2021, the original object was ‘Purchase of certain capital equipment for our Data Center’. During the quarter ended December 31, 2022. The company has changed its object through a special resolution by way of postal ballot on November 19, 2022, as per which the new object is utilisation of funds towards ‘Migration and usage of our services from selfmanaged Data Center to Amazon Web Services Cloud’.

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 has been paid to both the Stock Exchanges i.e., BSE and NSE.

Name of Stock Exchange and Stock Code/Symbol	Address and Contact Details
National Stock	Exchange Plaza, C-1, Block G,
Exchange of India	Bandra Kurla Complex,
Ltd. (NSE)	Bandra (East),
Stock Code/	Mumbai - 400051
Symbol: RateGain	Tel: 91 22 26598100-14; Fax: 91 22 26598120
BSE Limited (BSE)	Phiroze Jeejeebhoy Towers,
Stock Code/	Dalal Street,
Symbol: 543417	Mumbai - 400001 Tel: 91 22 22721233/34; Fax: 91 22 22721919

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:

Name of the Committee	Mr. Bhanu Chopra	Ms. Megha Chopra	Mr. EC Rajakumar Konduru	Mr. Girish Paman Vanvari	Ms. Aditi Gupta	Mr. Nishant Kanuru Rao	Mr. Tanmaya Das
Audit	-	-	Member	Chairperson	Member	-	-
Nomination and Remuneration	-	-	-	Chairperson	Member	Member	-
Stakeholders’ Relationship	Member	-	Member	-	Chairperson	-	-
Corporate Social Responsibility	Chairperson	Member"	-	-	Member	Member	-
Risk Management	Member*	-	Member	Chairperson*	-	-	Member*

^AMs. Megha Chopra has been appointed as a member in the Corporate Social Responsibility Committee w.e.f. November 07, 2022.

*Mr. Girish Paman Vanvari, Independent Director of the Company, has been appointed as the Chairman of Risk Management Committee in place of Mr. Bhanu Chopra and Mr. Tanmaya Das, Chief Financial Officer of the Company, has been inducted as a member w.e.f. February 10, 2023.

More details on the composition of the Board and its Committees, including terms of reference, is provided in the ‘Corporate Governance Report’. The recommendations made by the Statutory Committees during the year, including those by the Audit Committee, were accepted by the Board of Directors of the Company.

Corporate Social Responsibility (‘CSR’)

As a responsible corporate citizen, our Company plays a vital role in the nation’s sustainable and inclusive growth. Our CSR initiatives focus on eradicating hunger, poverty, and malnutrition; promoting healthcare facilities; empowering underprivileged communities through education and gender equality; and ensuring environmental sustainability.

The Board of Directors of the Company, at its meeting held on November 07, 2022, has re-constituted Corporate Social Responsibility Committee (‘CSR Committee’) in accordance with the provisions of the Act and the Committee presently consists of four (4) Directors.

In compliance with Section 135 of the Act, along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR Rules’), the Company has devised a CSR Policy, accessible on the Company’s website at https://investors.rategain.com. This CSR Policy reflects the Company’s values and commitment to social responsibility. It provides a framework and guidelines for implementing impactful programs that contribute to the welfare and sustainable development of the community.

The Annual Report on CSR Activities undertaken by the Company during the year under review, in accordance with the Companies (Corporate Social responsibility) Rules, 2014 is attached as ‘Annexure - 2’ to this Report.

Management Discussion and Analysis

Management’s Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is presented in a separate section, forming a part of the Annual Report.

Corporate Governance Report

Your Company always places a major emphasis on managing its affairs with diligence, transparency, responsibility and accountability. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate from the Practicing Company Secretaries conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations, is also annexed to the ‘Corporate Governance Report’ which forms part of this Report as ‘Annexure - 3’.

Vigil Mechanism / Whistle Blower Policy

The Company has established a robust Vigil Mechanism and implemented a Whistle Blower Policy, in accordance with the provisions of the Act and Listing Regulations. This policy provides a formal channel for Directors, Employees, and Stakeholders to report concerns related to unethical behavior, suspected fraud, or violations of the Company’s Code of Conduct. The Policy ensures adequate safeguards against victimization of employees who use this mechanism and allows direct access to the Chairman of the Audit Committee. Notably, no employee has been denied access to the Chairman of the Audit Committee as per the Company’s policy.

During the year under review, the Company has not received any concerns or reports from any whistle-blower. The Whistle Blower Policy, along with other policies, is available on the Company’s Intranet for easy access by Employees. It can also be accessed on the Company’s website at https:// investors.rategain.com.

Internal Financial Controls

Your Company has implemented effective Internal Control Systems to ensure seamless business operations. These systems are reinforced by an extensive internal audit program conducted by an independent agency. Regular reviews and adaptations of processes and systems accommodate changing regulations and the business landscape. These Control Systems reasonably ensure accurate transaction recording and safeguarding of Company assets against misuse or loss.

The current Internal Control Systems are regularly assessed and enhanced to align with evolving business conditions. Both Statutory Auditors and Internal Auditors periodically evaluate the adequacy, effectiveness, and ongoing functionality of these systems. This assessment encompasses Internal Control Systems, Policies, and Procedures, ensuring they effectively manage and mitigate risks.

Risk Management

The Company has in place, an effective risk management framework, which is governed at the highest level by the Board. The Risk Management Policy identifies elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.

The Audit Committee and the Board periodically review the risks involved, from time to time, and take appropriate measures to minimise the same.

The Board of Directors of the Company has duly constituted the Risk Management Committee (‘RMC’)

which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. The Risk Management Committee met three (3) times during the year i.e. on August 01, 2022, January 27, 2023 and February 10, 2023.

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 39 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.

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 39 of the Standalone Financial Statement forming integral part of the Annual Report. All related party transactions were placed before the Audit Committee and the Board for their approval.

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.

AUDITORS Statutory Auditors

The Statutory Auditors of the Company M/s. Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration No: 001076N/N500013) were initially appointed as Statutory Auditors of the Company at the AGM of the Company held on September 30, 2014 and then re-appointed at the AGM of the Company held on September 30, 2019, for further period of five (5) consecutive years i.e. to hold office from the conclusion of the 7^th AGM till the conclusion of 12th AGM of the Company to be held for the FY 2023-24.

The Auditors’ Report does not contain any qualification, reservation, or adverse remark on the financial statements for the financial year ended March 31, 2023. 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, who were appointed as an Internal Auditors of the Company for FY 2023 to FY 2025, have conducted the internal audits periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and follow-up actions thereon from time to time. The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Company’s risk management policies and systems. This ensures a proactive approach to risk management and compliance within the organization.

Secretarial Auditors

M/s. Kumar G & Co., Practicing Company Secretaries, were appointed to conduct the Secretarial Audit of the Company for FY 2023, as mandated by Section 204 of the Act and related Rules. The Secretarial Audit Report for FY 2023 is attached as ‘Annexure - 7’ to this Report. The Secretarial Audit Report is self-explanatory and does not include any qualification, reservation, or adverse remark. This indicates that the Company’s secretarial practices and compliance are in good order and meet 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 year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act, details of which needs 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, 2023, 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). The committee was last re-constituted on August 01, 2022, and is responsible for handling complaints related to sexual harassment. The ICC is composed of five (5) members, with three (3) of them being women, ensuring a fair and balanced representation in addressing such issues. This reinforces the Company’s commitment to creating a safe and respectful working environment for all its employees.

The Company has implemented a comprehensive Policy for Prevention of Sexual Harassment of Women at Workplace. To ensure awareness and understanding of this policy, regular sessions were conducted to educate employees on the subject matter. This policy covers all employees, irrespective of their position or contractual status, including permanent, short-term contract, visitors, and casual

employees. During the year under review, the Internal Complaint Committee did not receive any complaint related to sexual harassment. This reflects the effectiveness of the policy and the commitment of the Company to providing a safe and respectful working environment for all its employees.

Business Responsibility and Sustainability Report

As per the Listing Regulations, the top 1000 listed companies by market capitalization are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report. This report should outline the initiatives undertaken by the Company from an Environmental, Social, and Governance (ESC) perspective. The format and specific guidelines for preparing the BRSR are specified by the Securities and Exchange Board of India (SEBI). This requirement aims to encourage greater transparency and accountability in corporate practices concerning sustainability and responsible business conduct.

In terms of aforesaid Regulations, a separate section on ‘Business Responsibility and Sustainability Report’ forming an integral part of this Annual Report and is given 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 three share based employee benefit Schemes namely, RateCain Employee Stock Option Scheme, 2015 (‘ESOP Scheme 2015’), RateCain Employee Stock Option Scheme, 2018 (‘ESOP Scheme 2018’) and RateCain Stock Appreciations Rights Scheme, 2022 (‘SAR Scheme, 2022’) 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. While, 1,996,600 SARs were granted during the year under the approved SAR Scheme, 2022.

The details of the ESOP Scheme, 2015, ESOP Scheme, 2018 and the SAR Scheme, 2022, including terms of reference, and the requirement specified under 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 details of the ESOP Scheme, 2015, ESOP Scheme, 2018 and the SAR Scheme, 2022, also forms 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 ACM.

Nomination and Remuneration Committee is authorised to administer the ESOP Scheme, 2015, ESOP Scheme, 2018 and the SAR Scheme, 2022 and is entitled to determine the terms of the Stock Options/SARs at the time of their grant.

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 Covernment 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 year under review, your Company has duly complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Insolvency and Bankruptcy Code, 2016

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), hence the requirement to disclose the details of application

made or proceeding pending at the end of 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 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 information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached herewith as ‘Annexure - 9’ to this Report.

Certifications

In our commitment to maintain a strong cybersecurity stance, our team has stayed updated on emerging cybersecurity events worldwide to ensure higher compliance and ongoing sustainability. We have successfully maintained certification against the Payment Card Industry Data Security Standard (PCI DSS) Version 3.2.1,

demonstrating our dedication to data security. Moreover, we have assessed our readiness in alignment with the General Data Protection Regulation (GDPR) framework. Throughout the year, we have diligently focused on training and reskilling our cybersecurity personnel, while also implementing various initiatives to enhance our cybersecurity processes and technologies. To safeguard our valuable information assets and align with our business objectives, we have established comprehensive policies and procedures such as ‘Information Security Policies’ and ‘Risk Management Procedures’.

Acknowledgement

The Board would like to express their heartfelt gratitude for the invaluable contributions made by the employees. It is through their unwavering hard work, dedication, competence, and cooperation that your Company has achieved remarkable success. The Board also extends its sincere appreciation to its shareholders, investors, business associates, customers, vendors, bankers, regulatory authorities, and government authorities for their consistent cooperation and assistance. Their unwavering support has been instrumental in driving the Company’s progress and growth. The Directors recognize and acknowledge the collaborative efforts and extend their gratitude to all stakeholders who have played a crucial role in the Company’s achievements.