* RateGain Travel Technologies Limited announced the merger of its wholly-owned step-down foreign subsidiary, RateGain Merger Sub, Inc. (Transferor company), with Sojern, Inc. (Transferee company). * The merger was approved by the respective Boards of Directors and became effective on November 5, 2025 (US time) and November 6, 2025 (Indian time). * Entities involved: * RateGain Merger Sub, Inc.: A wholly-owned foreign subsidiary of RateGain Technologies Limited, incorporated on September 8, 2025, in Delaware, U.S.A. Its primary object was the acquisition of a company in the USA. Turnover for the calendar year ended December 31, 2024, was not applicable as it was newly incorporated. * Sojern, Inc.: Incorporated on May 20, 2008, in the U.S.A. Sojern offers an AI-powered Hospitality & Travel Marketing Platform to deliver traveler insights, intelligent audiences, multichannel activation, and guest experience solutions. After the merger, Sojern, Inc. will become a wholly-owned foreign subsidiary of RateGain Technologies Limited. Its turnover for the calendar year ended December 31, 2024, was USD 172.2 million (approximately ₹1,434.43 crore). * Rationale: The merger aims to rationalize and consolidate the group structure. * Consideration: There will be no cash consideration or issue of new shares as part of this merger. * Shareholding Pattern: The shareholding pattern of RateGain Travel Technologies Limited remains unchanged as the listed entity is not a direct party to the merger. * Related Party Transaction: The transaction is between wholly-owned step-down foreign subsidiaries and is exempt under Regulation 23(5)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
