RateGain Travel Technologies Converts $112 Million Loan to Equity in UK Subsidiary

RateGain Travel Technologies Limited has announced the conversion of a substantial inter-corporate loan into equity shares of its UK subsidiary, strengthening its ownership structure through a strategic financial restructuring. The Board of Directors approved this transaction on February 13, 2026, involving the conversion of USD 109,745,000 in principal loan amount along with accrued interest of USD 2,461,225. Transaction Details The acquisition involves 23 equity shares in RateGain Technologies Limited (RG UK), the company's material unlisted wholly-owned subsidiary. The total consideration amounts to GBP 82,504,577, representing the conversion of the entire outstanding inter-corporate loan and accumulated interest. Transaction Component: Amount (USD) Amount (GBP) Principal Loan: 109,745,000 80,694,853 Accrued Interest: 2,461,225 1,809,724 Total Consideration: 112,206,225 82,504,577 About RG UK RateGain Technologies Limited (RG UK) operates as a specialized technology provider in the travel and hospitality sectors. Incorporated on December 05, 2014, and based in the United Kingdom, the subsidiary focuses on developing and marketing Data-as-a-Service (DaaS), Distribution and Marketing Technology (MarTech) products. Business Operations and Clientele RG UK serves a diverse portfolio of clients including: Hotels and hospitality providers Online Travel Agencies (OTAs) Airlines Car rental companies Financial Performance The subsidiary has demonstrated consistent revenue growth over recent years, with turnover reaching £26,198,727 for Financial Year 2024-25. Financial Year: Revenue (£) Growth Rate 2024-25: 26,198,727 +6.82% 2023-24: 24,525,024 +49.88% 2022-23: 16,366,710 +33.54% 2021-22: 12,256,816 - Regulatory and Completion Timeline The transaction is structured as a related party transaction conducted at arm's length, given RG UK's status as a wholly-owned subsidiary. No governmental or regulatory approvals are required for this internal restructuring. The company expects to complete the acquisition on or before March 31, 2026. This loan-to-equity conversion represents a strategic move to optimize the capital structure within RateGain's subsidiary network while maintaining full ownership control of its UK operations. RateGain Travel Technologies Limited has submitted its quarterly compliance report to stock exchanges, confirming no deviation in the utilization of funds raised through its Qualified Institutional Placement (QIP) for the quarter ended December 31, 2025. The statement was filed pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. QIP Fund Details and Utilization The company completed its QIP on November 20, 2023, raising Rs. 5862.91 million net of issue expenses. The placement involved 9,331,259 equity shares of face value Re. 1 each, issued at Rs. 643 per share, including a share premium of Rs. 642 per share, aggregating to Rs. 6,000.00 million gross. Parameter: Details QIP Completion Date: November 20, 2023 Net Proceeds: Rs. 5862.91 million Shares Issued: 9,331,259 equity shares Issue Price: Rs. 643 per share Monitoring Agency: CRISIL Ratings Limited Fund Allocation and Usage The entire QIP proceeds were allocated for strategic investments, acquisitions, and inorganic growth initiatives. The company confirmed that all funds have been fully utilized towards the acquisition of Sojern Inc., aligning with the original stated objectives. Fund Utilization Details: Amount (Rs. Million) Original Allocation: 5861.50 Modified Allocation: 5862.91 Funds Utilized: 5862.91 Deviation Amount: Nil Regulatory Compliance and Oversight The Audit Committee reviewed the fund utilization statement at its meeting held on February 13, 2026. The company reported no deviation or variation in the use of raised funds, indicating full compliance with the original investment plan approved during the QIP process. The statement was signed by Mukesh Kumar, General Counsel, Company Secretary & Compliance Officer, confirming the accuracy of the reported fund utilization. The monitoring agency CRISIL Ratings Limited continues to oversee the fund deployment as per regulatory requirements. QIP Proceeds Adjustment The net proceeds were revised from the originally estimated Rs. 5,861.50 million to Rs. 5,862.91 million during the quarter ended June 30, 2024. This adjustment of Rs. 1.41 million resulted from lower actual offer-related expenses compared to the estimated costs disclosed in the final offer document, with the surplus amount added to the strategic investment objective. We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better. Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians. As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. 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