Notice of the Fourteenth (14th) Annual General Meeting ('AGM') and Annual Report of the Company for Financial Year 2025-26

RateGain Travel Technologies Limited RateGain August 24, 2026 National Stock Exchange of India Limited BSE Limited (NSE: RATEGAIN) (BSE: 543417) Subject: Notice of the Fourteenth (14th) Annual General Meeting (‘AGM’) and Annual Report of the Company for Financial Year 2025-26 Dear Sir/Ma’am, This is with reference to the provisions of Regulation 30, 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), the Fourteenth (14th) AGM of the Company scheduled to be held on Thursday, September 24, 2026 at 03:00 p.m. (IST) through Video Conferencing/Other Audio Visual Means (‘VC/OAVM’), in accordance, with the relevant circulars issued by Ministry of Corporate Affairs (‘MCA’) and Securities and Exchange Board of India (‘SEBI’). In accordance with the MCA and SEBI Circulars, Notice of the AGM and Annual Report for Financial Year 2025-26 are being sent through electronic mode to all the Members of the Company whose email addresses are registered with the Company/Depository Participants (DPs)/Registrar and Share Transfer Agent (RTA), as the case may be. The aforesaid documents are also available on the Investors Section of the Company’s website at https://investors.rategain.com/, Stock Exchange’s website i.e., BSE Limited (‘BSE’) at www.bseindia.com, National Stock Exchange of India Limited (‘NSE’) at www.nseindia.com and National Securities Depository Limited (‘NSDL’) at www.evoting.nsdl.com. Pursuant to the applicable provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, read with the Secretarial Standards on General Meetings (SS-2), the Company has provided the facility to the Members of the Company, who are holding equity shares as on the cut-off date i.e. Friday, September 18, 2026, to cast their votes, on all the resolutions set out in the Notice of the AGM, through remote e-voting and e-voting at the AGM. The remote e-voting will commence on Sunday, September 20, 2026 at 9:00 a.m. (IST) and ends on Wednesday, September 23, 2026 at 5:00 p.m. (IST). The procedure for remote e-voting/e-voting and attending the AGM through VC/OAVM and the manner of registration of e-mail addresses of those Members whose email addresses are not registered with the Company/RTA/DP is available in the Notice of AGM. The Notice of the AGM and Annual Report for Financial Year 2025-26 is enclosed herewith. Please take above information on record. Yours faithfully, For RateGain Travel Technologies Limited Mukesh Kumar General Counsel, Company Secretary & Compliance Officer Membership No.: A17925 Encl.: As above Corporate Office: Club 125, Plot No. A - 3,4,5, Tower A, 4th Floor, CIN No.: L72900DL2012PLC244966 Sector-125, Noida - 201301, UP, India | Tel: +91 120 5057000 Website: www.RateGain.com Registered Office: M-140, Greater Kailash, Part-Il, New Delhi - 110048 E-Mail: help@rategain.com Notice NOTICE OF THE 14TH ANNUAL GENERAL MEETING RATEGAIN TRAVEL TECHNOLOGIES LIMITED CIN: L72900DL2012PLC244966 Registered Office: M-140, Greater Kailash Part-II, New Delhi-110048 Corp. Office: Club 125, Plot No. 3,4,5, Tower A, 4th Floor, Sector-125, Noida- 201301, U.P. Telephone: +91 120 5057 000; E-mail: companysecretary@rategain.com; Website: www.rategain.com NOTICE is hereby given that the Fourteenth (14th) Annual Regulations, 2015, the Articles of Association General Meeting (‘AGM’) of the Members of RateGain of the Company and on recommendation of the Travel Technologies Limited (‘the Company’) will be Audit Committee, Nomination and Remuneration held on Thursday, September 24, 2026, at 03:00 p.m. Committee and the Board of Directors of the (IST) through Video Conferencing (‘VC’)/ Other Audio Company, subject to such other approvals as may Visual Means (‘OAVM’), for which purpose the Registered be necessary, Mr. Bhanu Chopra (DIN: 01037173), Office of the Company situated at M-140, Greater Kailash who is eligible for reappointment, be and is hereby Part-II, New Delhi - 110048 shall be deemed as the venue re-appointed as Chairman and Managing Director for the meeting whereat the proceedings of the AGM (Executive Director - Key Managerial Personnel) shall be deemed to have been conducted, to transact the of the Company to hold office for a term of 5 (five) following businesses: consecutive years effective from August 05, 2026 to August 04, 2031 (both days inclusive) and whose ORDINARY BUSINESS: office shall be liable to retire by rotation, be and is 1. Adoption of Financial Statements hereby approved. To consider and adopt the audited financial R ESOLVED FURTHER THAT any of the Executive statements (including the consolidated financial Director and/or the Company Secretary of the statements) of the Company for the financial Company be and is hereby severally authorised to year ended March 31, 2026 together with the do all acts, deeds and things including filings and reports of the Board of Directors (the ‘Board’) and take steps as may be deemed necessary, proper or Auditors thereon. expedient to give effect to this resolution and matters incidental thereto.” 2. A ppointment of Ms. Megha Chopra (DIN: 02078421) as a Director, liable to retire by 4. A pproval of remuneration to Mr. Bhanu Chopra rotation (DIN: 01037173) as Chairman and Managing To appoint a Director in place of Ms. Megha Chopra Director of the Company (DIN: 02078421), who retires by rotation and being eligible, offers herself for re-appointment. To consider and, if thought fit, to pass with or without modification(s), the following resolution as a SPECIAL BUSINESS: Special Resolution: 3. R eappointment of Mr. Bhanu Chopra (DIN: “ RESOLVED THAT pursuant to the provisions of 01037173) as Chairman and Managing Sections 196, 197, 198, 203 and other applicable Director of the Company provisions, if any, of the Companies Act, 2013 To consider and, if thought fit, to pass with or without (‘Act’) read with Schedule V thereto and Rule 3 of modification(s), the following resolution as an the Companies (Appointment and Remuneration Ordinary Resolution: of Managerial Personnel) Rules, 2014 (including any statutory modification(s), amendment(s) “ RESOLVED THAT pursuant to the provisions of or re-enactment(s) thereof for the time being Sections 196, 197, 198, 203 and other applicable in force), the applicable provisions of the SEBI provisions, if any, of the Companies Act, 2013 (Listing Obligations and Disclosure Requirements) (‘Act’) read with Schedule V thereto and Rule 3 of Regulations, 2015, the Articles of Association the Companies (Appointment and Remuneration of the Company and on recommendation of the of Managerial Personnel) Rules, 2014 (including Audit Committee, Nomination and Remuneration any statutory modification(s), amendment(s) Committee and the Board of Directors of the or re-enactment(s) thereof for the time being Company, subject to such other approvals as may in force), the applicable provisions of the SEBI be necessary, payment of following remuneration (Listing Obligations and Disclosure Requirements) to Mr. Bhanu Chopra, for a period of three (3) years Annual Report 2025-26 1 RateGain commencing from August 05, 2026 to August 04, Fixed Pay, Variable Pay, perquisites and other benefits 2029, be and is hereby approved: as approved herein shall be paid to him as the minimum remuneration, subject to the provisions of A. Fixed Pay: A fixed pay of ` 4,03,00,000/- Sections 196, 197 and other applicable provisions (Rupees Four Crore Three Lacs only) per annum of the Companies Act, 2013 read with Schedule V as compensation, on cost to company basis thereto and the rules made thereunder, as amended (CTC) for his services which shall include Basic from time to time. Salary, Various Allowances, and Gratuity, R ESOLVED FURTHER THAT any of the Executive B. Bonus Pay: In addition to the Fixed [Showing first 8,000 characters — download PDF for full document]