Yeah, perfect. Great. No, thank you, everyone, for joining us this afternoon. We're very excited to present on the potential acquisition that we're about to embark on and about to do. Very excited to present about this. We've got Bhanu, who's going to be joining, who's going to be presenting today. A quick check on the format for today's call is that it will be led by Bhanu making a brief presentation on the potential acquisition that we're about to do, followed by a Q&A where I would request everyone to please type your questions into the chat box. I'll be reading the questions for Bhanu and Rohan to answer the respective questions as they come through. Perfect. With that, I'm going to hand it over to Bhanu now. Yep, over to you, Bhanu.
Thank you, Devik. Hello, everyone. Thanks for joining the call today. I really appreciate your time. We've had quite a journey together at RateGain, from navigating through the pandemic to celebrating our listing on the Indian Stock Exchange to successfully completing four acquisitions. Each of these milestones has made us stronger and given us confidence to take bigger steps forward. It's a pleasure to speak with you today as we share an exciting milestone in RateGain's growth journey. I'm delighted to announce that RateGain has entered into a definitive agreement to acquire Sojern, a global leader in travel marketing technology. Just to tell you a little bit about Sojern, it's an AI-led hospitality and travel digital marketing platform. This step strengthens our AI-first vision and moves us closer to our unified goal: helping hotels acquire guests, retain and engage them during their stay, and expand the wallet share.
The transaction is, of course, subject to closing conditions and regulatory approvals. As you know, at RateGain, we operate across three core business units: DAS, where we fuel the world's top travel brands with real-time competitive pricing and marketing intelligence; Distribution, helping hotels grow their presence in bookings across demand channels; and MarTech, where we enable smarter data-led guest acquisition. Among these, our MarTech business has become one of our strongest pillars, showing immense potential and driving measurable outcomes for our customers. We've been making deep investments here, from integrations to scaling our intent-based marketing platform. We knew we had to go deeper. We wanted to expand our capabilities across regions, across customer segments, and across the guest journey. Thus, Sojern was a natural next step. They're a clear market leader in travel digital marketing with an AI-powered platform, global customer base, and deep expertise in travel intent data.
Their focus on hotels, destinations, attractions, and travel brands complements and expands our own footprint. Their leadership team brings a rich history of success at Yahoo, Kayak, Intuit, and many other big brands. Bringing Sojern into the RateGain family means a bigger and more unified intent-driven MarTech ecosystem, a stronger go-to-market muscle, more product innovation and cross-sell opportunities, and significantly deeper value for our customers across the travel industry. This is just not an acquisition. It's an acceleration of our vision to become the most comprehensive AI-powered platform in travel, covering guest acquisition, engagement, retention, and wallet share growth. As I say, 1 + 1 = 11 . Together, we'll be a better, stronger, and faster organization. Let me tell you a little bit more about Sojern. At its core, Sojern is an AI-powered marketing platform that uses travel intent data to help hospitality businesses engage travelers more effectively.
They were founded in 2007 and are headquartered in San Francisco. Today, they serve over 13,000 customers worldwide across hotels, destination management companies, attractions, and corporates. In 2024, Sojern generated INR 172 million in revenue with double-digit EBITDA and strong cash flow. They bring 360+ team members across the U.S., Europe, and other regions, led by CEO Mark Rabe and an experienced leadership team. RateGain and Sojern are united by a strong cultural foundation rooted in innovation, agility, people-first thinking, and customer centricity. This is just not a strategic fit, but a value-driven one. At the heart of Sojern's success is an AI-driven marketing platform that processes billions of real-time data signals with over 500 data sources. These include integrations across internet booking engines, PMSs, POSs, CRSs, CRM systems, and strategic data partnerships, as well as foot traffic data, credit card data, and direct guest feedback.
The platform then leverages this intelligence to build custom audiences and auto-optimize campaigns across channels such as search, meta search, programmatic, video, CTV, social, and messaging. This data-driven approach delivers measurable performance at scale for their hospitality and travel partners. Let me now go through their business lines. Sojern's business operates through two primary lines. First, the property segment, which serves independent and boutique hotels, as well as larger groups and chains. This is a big aspect of complementary to RG. This division focuses on driving direct revenue through AI-led campaigns and guest experience solutions to engage guests throughout their journey using both commission-based and SaaS pricing models. This segment accounts for roughly 40% of Sojern's 2024 revenues. Second, the destinations and corporate segment, which serves DMOs, attractions, airlines, and cruise brands, providing AI-powered audiences and performance marketing campaign strategies at scale.
This represents about 60% of their revenue, built on scalable AI-powered activation strategies for both managed and self-serve clients. This balanced portfolio gives them the scale and diversity, and when combined with RateGain, makes us even more relevant across the global hospitality and travel ecosystem. Next slide. One of Sojern's most exciting growth engines is its AI-led guest experience platform. This solution empowers hoteliers to connect with guests at every stage of their journey, from pre-stay to post-stay, using personalized email, SMS, and chat engagement. It helps create repeat customers, increase direct bookings, and drive OTA win-backs. The AI Smart Concierge provides 24/7 guest assistance while driving upsells and improving satisfaction. The reputation manager collects guest feedback in real time and enables immediate response to reviews. In a sense, this suite transforms guest experience into a revenue driver, boosting direct revenue, ancillary revenue, and brand advocacy.
Now let me talk about the strategic alignment and synergies with RateGain. Sojern's addition perfectly aligns with RateGain's vision of building an integrated RevMax platform focused on all three pillars of revenue growth, which are guest acquisition and retention and wallet share expansion. This acquisition strengthens our MarTech business and positions RateGain as a leader in AI-led direct demand generation, powered by one of the largest travel intent data pools in the industry. It also gives us scaled access to hotel customers in the U.S., opening new opportunities to expand our UNO RevMax platform globally. Together, we will unlock tangible synergies across go-to-market operations, technology, product innovation, and shared services, while deepening relationships with hotels, DMOs, airlines, and attractions worldwide. Most importantly, this acquisition enables us to engage guests across their entire journey, from discovery to post-stay, with unmatched precision and personalization.
Let me now talk about the combined scale and the financial strength. Let's look at the combined picture post-acquisition. Together, we are building a INR 310 million revenue platform with over INR 50 million in EBITDA. This is before even the synergies are realized. This combination creates a scaled AI-driven travel technology company globally, with a diverse customer base across hospitality, airlines, car rentals, and DMOs. Very interestingly, we add a new customer segment in attractions. The integration will be phased, thoughtful, and focused on creating value without disruption. Their shared services teams will be integrated with that of RateGain in our first phase. UNO capabilities will be rolled out to their customer batches in phases. Importantly, Sojern and Adara will continue to operate as independent brands, with integrations to be rolled out in a phased manner without disrupting either of the businesses.
Now, let me give you a view of the transaction. The total consideration for the acquisition is INR 250 million, representing approximately 1.5 times Sojern's 2024 revenue. The financing will be a balanced mix of INR 125 million from RateGain's cash reserves and INR 125 million in debt, including proceeds from our recently qualified institutional placement. The debt component will be a U.S.-denominated SOFR-linked term loan. The acquisition will provide RateGain with 100% ownership of Sojern on a debt-free, cash-free basis with normalized working capital. There is an additional performance and timely payouts of INR 30 million to be paid to key senior management over the next three years, split equally between cash and SaaS. Payouts to the management are basis meeting certain revenue and EBITDA targets over the next three years. Finally, this acquisition marks a defining moment for RateGain.
With Sojern, we're not just expanding our product portfolio, we are reimagining how the travel industry acquires and engages guests through AI, data, and digital innovation. Together, we're shaping the future of travel tech. With Sojern joining the RateGain family, we will be amongst the top B2B travel companies globally, one that helps our customers maximize every revenue opportunity. Thank you for your continued trust and support as we take this step in our growth journey. With that, we are happy to take some questions now. Please feel free to put them in the chat window, and Devik will ask those questions of me and Rohan.
Perfect. Thanks for the presentation, Bhanu. As Bhanu mentioned, please type all your questions into the chat box. I will address those questions with Bhanu and Rohan over here.
We have our first question over here, which is, is it safe to assume that the floor is in place for RateGain's market cap from here on, and we should see substantial growth, fiscal 2027 onwards?
Devik, can you, can I ask you to repeat the question?
Yeah. Is it safe to assume that the floor is in place for RateGain's market cap from here on, and should we see substantial growth from FY 2027 onwards?
Yeah. I will not comment on the question on the market cap. That's for the market and the investors. Our job is to continue to put our heads down and execute and deliver on the promise of growth. Yes, the acquisition, as you have noted, more than doubles RateGain's revenue. We will be now north of INR 310 million on a run-rate basis.
As I've been saying in our previous quarterly calls, our growth aspiration is to get to 15% organic growth on top of that INR 310 million. We are making some good headways into achieving that. What was the second part of the question, Devik?
No, it was regarding should we see substantial growth from FY 2027 onwards with the acquisition of Sojern.
Yeah, I think I addressed that. Yeah.
Yes, you did. You did. Next question that we have is, how far are we from Amadeus?
Amadeus is at INR 5 billion in revenue. We get to about INR 310 million. There is some distance to be covered there, but the aspiration is to continue to aim for being the top player in the industry.
Absolutely. Although their hospitality division is about INR 1.1 billion- INR 1.2 billion in revenue, that's where we mostly have similar offerings to Amadeus on that front, not so much on the GDS and the IT operations bit. Perfect. The next question is, this is not very clear. It asks for any guidance for post-acquisition. I'm guessing this is a combination of growth guidance and EBITDA. I'll let you and Rohan take this, please.
Yeah. As I indicated on the growth guidance, currently, we guided for RateGain's standalone to be between 6% - 8% for this year. Sojern is growing at about 3% - 4% currently. Our aspiration for the combined unit would be to get to that 15% organic growth from FY 2027. As I indicated earlier, given the wins that we had in Q1 and Q2, we feel very, very strongly about accelerating to the double-digit next year on the RateGain business. Similarly, there is so much value and synergy in combining the two businesses. With the investments that we are making in our go-to-market, I'm very, very confident that we will be able to achieve double-digit growth FY 2027 onwards. On the margins, as you are aware, RateGain is currently at about 18%, and we guided for 15% - 18% this year for RateGain. Sojern is operating at about 11%.
Our belief is that the combined business in 12 months can get to 18% - 19% margin.
Perfect. Next question is, is there an overlap of customers between existing MarTech business and Sojern at this point? The other part of the question we've answered.
Yeah. So, both Sojern and RateGain operate in the same space. There is actually a lot of commonality in enterprise customers. This makes us much, much deeper with a lot of the large customers. On the small to independent properties, there is less overlap, which is about 50% of the Sojern business. It creates a massive opportunity for RateGain because what Sojern is doing is bringing the demand to the hotel's website. Given our UNO, which is a unified platform, we can actually convert that demand into bookings through our personalized booking engine, as well as our guest engagement solutions. We can become a much, much larger share of wallet for the hotels in being able to service the guests, both in terms of bringing demand, guest acquisition, guest retention, engagement, and guest wallet share expansion.
What is also something that was missing in our capability set, something that I've talked about as part of our vision, is the guest engagement and retention platform and using that as an ancillary revenue generator for the hotel. Sojern already has those capabilities. They acquired a company in 2023 around guest engagement and guest retention, and we'll be able to roll that out to our customer base as well.
Perfect. Next question is, do you plan on further equity raised as part of the transaction to buffer up cash?
Currently, we are well capitalized to be able to fund the acquisition. As I noted, our EBITDA to debt would be around roughly a little less than 2X. On a run-rate basis, we'll be at INR 50 million without considering any of the cost synergies and revenue synergies. We feel very, very confident that the debt will come down substantially in the next 12 - 24 months. Our focus will continue to remain in executing this integration very, very well. As time progresses, if there is a need for further capital raise, we will look at it. As things stand now, with the combined synergies that we see, we feel we'll be in a very, very strong position to pare down the debt and be a cash generator for the business.
Perfect. I think the next question from Anmol has already been answered. The next question that we have is, and this is more for Rohan, if this, can you explain if this acquisition is going to be EPS accretive? Can you explain the numbers?
Sure. I think if we were to look at FY 2027 numbers, yeah, because we are not sure as to what will be the exact date of closing since there are regulatory approvals pending. We are looking at FY 2027, the full year of merged operations between Sojern and RateGain. We think that we should be at the INR 63 million- INR 65 million EBITDA mark, considering the growth guidance and the EBITDA guidance that we've been giving consistently. Against the INR 65 million mark, we believe that we should be looking at somewhere around INR 36 million- INR 39 million in PBD. Yeah, and looking at my Q1 annualized PBD, we believe this would be a 30 %- 35% jump on PBD on a year-on-year basis. That should translate into an EPS jump as well. This is year one where our interest costs will be the highest, right?
As the debt keeps paring down, my interest costs will keep coming down, right? Automatically, the EPS should see a natural growth without factoring in further savings, cost synergies, or revenue synergies kicking in. Obviously, they will kick in, but without even factoring that, just with the interest costs coming down year-on-year, this EPS should have a natural growth curve attached to it.
Perfect. Thanks. How does Sojern's product and service offerings differ from our existing offerings at Adara?
As I mentioned, there are two business lines. Let me first address the business line that caters to DMOs and corporates. That business line is actually very, very similar to our Adara offerings. In fact, we always found Sojern as one of our key competitors when we went to market for those customer segments. The capability set is very, very similar in the sense of doing performance marketing and measurement for big corporates, as well as the DMOs. This makes us much stronger as we go to market. On the property side, their business is very, very similar to our demand booster business. They were doing performance marketing using largely the display channel, whereas RateGain's demand booster focused more on the meta search, as well as the search channel.
What it does as a combined offering is it makes us very, very strong across all channels that are available digitally, whether it's display, programmatic search, meta search, or social. We will be now able to go to hotels with a combined offering, which covers the depth and breadth of channels, making us much, much stronger. Secondly, as I talked about earlier, not only will we be able to generate the demand, but we will be able to help convert that demand into bookings through our UNO platform, which offers a personalized booking engine and a lot of conversion tools.
Lastly, the guest engagement platform that Sojern offers is something that has been as part of our vision of having a unified platform, which is everything that happens post-booking and engaging with the guest in terms of being able to answer questions through a concierge, virtual concierge, being able to do ancillary revenue upsells and cross-sells. This makes our platform very, very compelling and unified from a guest acquisition, guest retention, engagement, and wallet share expansion.
Perfect. Thanks, Bhanu. What kind of amortization would we be looking at on an annualized basis? What will be the goodwill allocation out of the INR 250 million acquisition?
Our expectation is that out of INR 250 million, anywhere between 50% - 60%, maybe slightly higher or thereabouts, should get allocated to goodwill. The balance will get amortized over a period of time. We have six months to complete our PPS study after closing, right? We will do this in closed discussions with our auditors, Deloitte, essentially. The verdict is still out on that. Our expectation is that anywhere between 40% - 60% should move to goodwill, give or take.
Perfect. I think the next question has been addressed in regards to the board meeting that was to be held a day before that got canceled, was to raise funds for the acquisition and what amount will RateGain Travel Technologies need to raise for this particular acquisition. We've already addressed this question earlier, so we'll be skipping over this one.
I'll just add, sorry, Devik. Sorry, apologies.
Yeah, sure.
I'll just add, I'm also scrolling through the question. We have more than INR 152 million in cash sitting with us, cash and cash equivalents, as of today. We are paying INR 125 million from our pocket, which means that we have INR 27 million left behind with us, which is slightly more than or equal to our last year's full year's EBITDA. That will be the cash balance that will still be left with us, yeah, because there are questions which are continuing around this theme. I just thought I'll address that in the same breath.
Perfect. Thanks. This question has been answered with Bhanu. Maybe the question is that, can you help us understand as a layman which offering currently is provided by Sojern and not by RateGain?
Yeah. As I mentioned, if you look at the two lines of businesses, basis customer segments, the property business has a new capability that they acquired. Devik, help me with the name of the company.
Sojern is the name of the company that they acquired, which offers the AI-led guest experience platform.
Yeah. Guest experience platform is a capability that has been part of our vision statement, but is not something that we possess today. That will be a new offering. Otherwise, on the property side, as I mentioned, our demand booster is very, very similar to the offering that they have. The only difference being we are good at certain digital channels, and Sojern is very, very strong in other digital channels. On the corporates and DMO side, our offerings are very, very similar.
Yeah. Also, just to add, Sojern operates at a much larger scale within their properties business, where they cater to more than 12,000 customers as of right now. They are a lot more scaled in that, and the multi-channel approach that they have further complements what we do over here at RateGain and just kind of amplifies that to a large extent also. Just to add on top of what Bhanu just mentioned. Next question that we have is, what is the customer breakup between hotels, airlines, and DMOs? How should we see cross-sell opportunities open up across all three segments to the new customers we have acquired? What is the customer overall of RateGain plus Adara and Sojern? That's the question.
It's mainly around what is the customer breakup across the different industry segments and at Sojern, and what are the cross-sell opportunities which we've covered earlier, but we can just briefly touch upon it.
Rohan, do you want to take that?
Sure. At Sojern, if you look at the customer split, we'll have about 13,000 properties in the demand booster equivalent business. We'll have close to about 650 customers, 650 + customers on the DMO and corporate side, which is the Adara equivalent business. Put together, it almost touches 14,000 customers. In terms of attach rate synergies, cross-sell synergies, the 13,000 properties that they operate in the demand booster equivalent business, we see clear ability to go and sell additional products from the RateGain universe to the same customers to increase the stickiness with the entire RateGain-Sojern combined entity. Similarly, Bhanu has spoken about guest engagement platform, the GEP platform, which they have also acquired a few years ago. We are fairly optimistic on our ability of our existing GTM team to actually go and market those products to our existing client base.
As far as the DMO and corporate business is concerned, Adara and Sojern will continue to operate as independent brands. We see very negligible overlaps in terms of customers over there as of now. We think that there is more to be gained by operating the brand separately. We are not really looking at that customer overlap in a significant manner. The revenue synergies far outweigh any potential overlaps.
Yeah, and just to again quickly add over here, in terms of an industry breakup for Sojern, also it's fairly similar to Adara as well. They also get about 50% of their revenues from the hospitality vertical, and about 30% of their revenues come from DMOs. Then they cater to airlines, cruise lines, car rentals, and attractions as the other kind of key segments that they're catering to, just as an add-on over there. You touched upon Sojern's margin level synergies even kick in. Could you elaborate a little more on that? To what level can Sojern's margins be scaled up?
Sure. Bhanu has mentioned that our initial expectation would be to get Sojern from the current 11% odd mark EBITDA percentage to the 17% - 19% threshold, which we think is achievable by looking at the current GNS savings that we have already created a plan around. We believe these savings largely can be executed in the first year. Therefore, we are confident that we should exit FY 2027 at a 17% - 19% EBITDA run rate for the Sojern business. As far as RateGain is concerned, we've been operating at the 18% - 21% threshold, with 18% reflecting reinvestment of profits into growth. Otherwise, we have registered 21%. At an overall level, we are confident that we should be at the 19% + mark in the immediate to medium term after FY 2027.
Can you please provide the performance of the property and the destinations and the corporate segments over the last three years and the growth expectations over the medium term for them, and if there's any difference in the margin profile in the two segments?
Bhanu, do you want to take this or should I take this?
Yeah, please go ahead.
Okay, so look, we'll abstain from sharing very, very granular numbers. Yeah, we typically avoid doing that. I can give you some directional guidance that traditionally for them, the properties business has been growing at a much faster rate than the DMO and corporate business. On the brighter side, Adara business has been growing at north of 20% year-on-year, which is equivalent to the DMO and corporate business of Sojern. We believe there is growth in the market that is there to be achieved, and we think that we have the right levers to go and achieve that. The good part is that the secret sauce, which is our technology and data partnerships, would now be able to operate at a larger scale. We think the growth numbers which Sojern is currently looking at, we should be able to surpass those numbers in the short term.
Perfect. This next question is interesting, and this is part of the reason that we do what we do, and we've established such a good M&A playbook over here. The next question is, why are Sojern's margins so much lower than RateGain's? Is it just that the MarTech is a low margin business and hence their margins are lower, or what's the secret sauce over there, guys?
The secret sauce, I think, is operating a U.S.-Europe business out of India, which is run frugally, where every single penny is watched very closely. Every single dollar is watched very closely. Not to say that our counterparts in the U.S. and Europe are not doing similar things, but we do have a cost advantage being based out of India. Plus, we take immense pride in the fact that we are frugal when it comes to spending dollars. I think that clearly reflects. This has to be looked at very optimistically. If we can do it in Adara, right, and Adara is operating at a 19%, 19.5% EBITDA margin today, and Adara was a loss-making company when we acquired them. If we can run Adara at 19.5%, a larger scale should be able to operate at a much higher margin, actually.
I think that's the brighter side to really look at. We'll take that as a compliment.
Will the Sojern senior management team, the founding team isn't really there at Sojern. It's a professionally run company. Will the senior Sojern management team continue to work with the combined entity, and any contractual terms that may determine their exit?
Mark and his leadership team will continue to stay. I think it's a stellar leadership team, and they've done really, really well in growing the company. They will become part of our leadership team. In fact, just to ensure that the interests are aligned, there is a INR 30 million payout linked to an earnout plan, which is split over three years between SaaS and cash earnouts. That is to ensure that the leadership team stays intact.
Yep, perfect. I'll combine the next couple of questions. Sojern is at a INR 470,000 revenue per employee. We are assuming it's a high gross margin for that entity. Can you share some details on gross margins for Sojern and any SG&A? What are the levers to bring the margins to 18% - 19% apart from offshoring of shared services?
The largest gain to be realized, largest and immediate gain to be realized, is actually in the SG&A department, where we are looking at combining offices. We are looking at using our procurement network to procure softwares at a cheaper price. We are looking at removing redundant softwares. We are looking at roles. All of this combined are the initial levers, which together take this entire journey from 11.5% EBITDA to the 17% - 19% FY 2027 exit run rate that we've just guided. Beyond that, there will be more cost synergy levers, which we have not yet factored in in this guidance. We will look at those levers at the right time.
The first intent would be to just consolidate the Centers of Excellence, Finance, HR, Legal, and a few other teams based out of India, and to make sure that the business is running on a BAU basis and set up for growth.
Absolutely. I mean, the idea is that I think post-closing, once we are really able to sink our teeth into Sojern and their general operations over there, is when we'll be able to realize certain other areas for cost rationalizations as well as growth potentials. That's where we'll look for other levers for pushing up the margins even higher with this potential acquisition. What's the expected timeline for closing the deal?
The way antitrust approvals work in the U.S. is that if we don't get a query from the department in 30 days, then the deal is automatically approved. If there are any follow-up queries, we are prepared to answer those queries. Our counsels have advised us that it should take anywhere between 30 - 90 days to get this deal approved and closed. Other than the antitrust approvals, we don't see any major regulatory approvals which are required, which could elongate this closure period. That's really the critical path.
Yep. Perfect. Will we bear the cost of H1B visa employee from this year?
We've looked at that. One, that question does not pertain to Sojern. We should take that separately. Two, there's nothing remotely requiring an H1B visa in Sojern. Anything worth spending?
Yeah, exactly. Anyways, H1B visa fee only applies for new applications, not even for renewals. They're only for fresh and new applications, not pertaining to the current base that is there. I think the numbers are a little muddled up on your end. Rohan can maybe clarify on this. It says that as per our 2025 balance sheet, we have a total cash plus investment of around INR 650 crore. We said we will pay around INR 1,100 crore for this transaction. Are we raising any equity for this balance?
Yeah, I answered that. Actually, I'd seen that question when I interrupted Devik. As I said, the total payout is INR 250 million at close. INR 125 million is coming from debt, and the balance INR 125 million is coming from our current cash balances, which are in excess of INR 152 million. After paying the amount which is due at close, we will still be left with more than last year's EBITDA in cash and cash equivalents on our balance sheet, which is more than enough for us at this point of time.
Perfect. Thanks. What's the likely cost of debt so far plus what? What kind of cash generation is expected from the combined entity?
Typically, we look at anywhere between 70% - 90% of the EBITDA converting into cash flow. We are not seeing any different numbers over here. As far as the cost of debt is concerned, we are looking at 250 basis points above SOFR. So far, it's falling because of the Fed reduction in rates. As of now, it's coming to about 6.6%, 6.7% odd %, give or take a few basis points.
Perfect. What drove Sojern's modest 4% growth last year? How can RateGain leverage its capabilities to accelerate this growth?
What Sojern is seeing is that their properties business is accelerating and had double-digit growth, whereas their segment on DMO and corporates was actually seeing a decline, which is equivalent to the Adara business. Perhaps we were, you know, selling more and gaining more share there, and as a result of it, causing some pain for that part of their business. I think there was some offsetting that happened as a result of which there was modest growth. In our hands, both in the DMO corporate segment, which is something that we have done extremely well in, in Adara, as you know, we've been growing north of 20%. There is an opportunity to revive that growth of that segment. The properties business, as it is, was growing very, very nicely.
The fact that we have something that I've been talking about, the fact that we have been really investing in our go-to-market motion and teams, especially in APAC and Middle East, I believe that we can accelerate the properties business much further by going out in the market with a combined offering, which offers the depth and breadth of this MarTech offering to the property business. There's a huge opportunity ahead of us. I think Rohan touched a lot about the cost synergies that we will attain, which will easily get us to that 18%, 19%. As we sort of get into this deeper, we haven't really talked a lot about the operating leverage that will come into being because of the revenue acceleration that we will see by combining the two businesses. We will share more on that as we begin to execute on the integration.
This is just the beginning. I see massive, massive opportunity on revenue synergies as well, which we'll be able to quantify in subsequent calls that we have with you.
Perfect. Will the staff of the target entity be retained? I'm guessing that's for beyond the Senior Management that the question is.
We are looking to largely maintain the team. Yeah, there could be certain role-based redundancies or performance-based exits. Other than that, there's nothing major that we have in plan.
Can you share the consolidated tax rates, if possible, at this time? I think it might be a little too early for that.
22.5% ETR. As an approximate number, a 22.5% ETR can be assumed for working on the EPS numbers.
Yeah. Amit, your comment on the expected PBT is correct of INR 36 million- NR 39 million for FY 2027. The next question that we have is, how long did this acquisition take to happen from the starting of conversations to announcement of closure of deal?
Thank you for asking this question because I think I've been asked a lot about our M&A strategy, and hopefully, this deal is a testament to our patience. I had the first conversation with Mark Rabe, who's the CEO of Sojern, around COVID days. This was back in 2022. The numbers or valuation expectations were slightly different then versus the deal value that we have now. It has taken us a while. I'm very, very pleased with the eventual outcome that we were able to get in terms of the valuation. I want to thank the RateGain team, especially the Corp Dev team, for being patient and doing their work very, very diligently to arrive at a great win-win situation for RateGain and Sojern.
Perfect. Thanks, Bhanu. This question has actually been asked twice, that why did the Sojern team or the founders or the investors decide to sell at a valuation of 1.5 times revenue?
This is a question to be posed to them.
Yeah, absolutely. I think the next couple of questions we have answered. We have answered this. What are the top three expense lines?
I would just add to the last question. I think Sojern has obviously private equity guys, and one of the largest private equity was TCV. Their fund, the vintage of that fund from which they invested, was beyond the fund life. They obviously needed an exit. That also was a driving force in leading to a deal here.
Yeah. As Bhanu mentioned, we've been engaging with them for quite some time. That's part of the patience that Bhanu has spoken about so many times that we have shown in the past and will continue to show when it comes to doing these value accretive deals from our perspective. That's the whole philosophy. We don't intend to be no compromise on that front from our perspective. We've answered this, but again, I guess just to recap this, what are the top three expense lines where we can do savings post-integration?
It's basically SG&A. All components of SG&A would be a part of it, and the centers of excellence that I spoke of. For example, auditors' fees. We already have auditors, right? The same auditors would get used for this entity as well. There's a sizable cost arbitrage associated with any such shift that will happen. It's largely SG&A that we focused on while giving the current guidance.
Perfect. Yeah, the next couple of questions are interesting. After this acquisition, do we have any direct competitor in the MarTech segment?
Plenty, but I think Bhanu can better.
Yeah, we obviously compete with the agencies. As I've talked about, one of the terms I've learned in the industry is cooperation. We compete with them in some places, and we cooperate with them in some places. There are places where we partner with the agencies and give them our data in running the campaigns. In some places, we are competing with them. In terms of a pure travel tech player, I mean, there are a few players, but not of the scale. When you look at the overall MarTech industry, there are agnostic players that focus on the travel industry, including the larger agencies. We will continue to have those as competition. From a pure play, we become, you know, one of the bigger ones.
Yeah. Just to add to that, I mean, some of the names that kind of come to mind are Criteo, Triptease, Cody, which are some of the competitors in the MarTech segment. In terms of some of the larger players, I mean, we also compete with the likes of Google, where it's a very large space from a hospitality marketing perspective, digital marketing perspective that the customers have the option to be able to do so, including the likes of Meta as well. We are within that space, and we're trying to build our own niche B2B proposition within that larger space that we cater to. Bhanu, this one we would like. When we talk about the 10-year vision of RateGain, and you've talked about that in an interview sometime back, we've thrown out some numbers over there.
Will we see RateGain providing even PMS and CRS for hotels and some software for airlines, like crew management and departure management, and ultimately becoming a GDS? Or do you want to stay within this existing value chain and the revenue aspiration that we have from a 10-year perspective?
The front office software is a TAM of about INR 7 billion. With this deal, we get to about INR 310 million, which is still 5%. There is a lot to do in terms of gaining more market share and penetration of, you know, front office software. We want to continue to stay focused. I don't want to completely say no to any mid-office or back-office software opportunities. Opportunistically, we'll look at them from time to time. We want to continue to stay very, very focused on executing on gaining much larger share of wallet on the front office software. The goal would be to gain much larger market share on front office first.
Perfect. Is there anything else in the pipeline from an acquisition perspective? Just to add on top of that, is the intent only to be focused on MarTech going forward, or are we still going to be doing something potentially in DAS or distribution, given that now MarTech has become the largest revenue contributor vertical that we have?
Yeah. Look, something that I've been saying, we will continue to remain an acquisitive company and will continue to exhibit strong fiscal discipline. Are there other opportunities that are in the pipeline? Yes, there are. I think our hands are full right now. I think for at least the next couple of quarters, we want to really focus on execution of integrating Sojern and pick up more pace on the M&A side once we are feeling a lot more comfortable with the integration. We want to go about this in a very, very calibrated, judicious manner. We will continue on with the conversations.
Perfect. I think with that, we've come to the end of the question list that we have as of right now. There are some other questions in another chat box, which have been coming up as well. I think we've addressed most of the key points that we were pertaining to the acquisition. Bhanu, with that, any closing comments from your side? We're going to wrap this up. Thank you.
Yeah. If there are any more follow-ups, please feel free to reach out to our IR team, Devik. I just wanted to take this opportunity to thank our investors for their continued support and trust. I think there is a massive opportunity ahead of us. I think the focus now will be heads down in execution.
Perfect. Great. Thank you so much to everyone for taking out the time to be a part of this call today and with all the thoughtful questions. Thank you so much. If there's anything else, please feel free to connect with me for any further follow-ups. Thank you so much, and have a good evening.
Thank you.
Thank you.