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Yatra Online, Inc.

Yatra Online, Inc.YTRAEarnings & Financial Report

Nasdaq · Consumer Discretionary · Transportation Services

Yatra Online, Inc. is a leading India-based online travel agency offering flight and hotel bookings, custom holiday packages, bus and train ticketing, and cab rental services. It primarily serves the Indian market, catering to leisure and business travel users via its web portal and mobile applications.

What changed in Yatra Online, Inc.'s 20-F — 2024 vs 2025

Top changes in Yatra Online, Inc.'s 2025 20-F

739 paragraphs added · 656 removed · 527 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

156 edited+36 added−18 removed491 unchanged
If the benefits of any of our acquisitions do not meet the expectations of investors or securities analysts, the market price of our securities may be impacted. If the benefits of any of our past or potential future acquisitions do not meet the expectations of investors or securities analysts, the market price of our securities may be impacted.
If the benefits of any of our past or potential future acquisitions do not meet the expectations of investors or securities analysts, the market price of our securities may be impacted.
Some of the corporate actions that require prior consents from lenders as of the date of this Report, may include, amongst others, change in its ownership or management, to undertake any new business, operations, project, diversification, modernization or substantial expansion of any of its business, effecting any scheme of amalgamation or reconstruction including creation of any subsidiary or permit any company to become its subsidiary, to effect any change in its capital structure or constitutional documents, to undertake or permit any merger/demerger, consolidation, compromise with its creditors or shareholders, incur indebtedness beyond the specified limits, and to make any investment whether by way of loans or debentures or investments in share capital or otherwise, in any concern or provide any credit or give any guarantee, indemnity or similar assurance in any manner become directly, indirectly or contingently liable for or in connection with the obligation of any person other than itself. 25 Table of Contents Any failure to observe the covenants under our financing arrangement or to obtain necessary consents/waivers may lead to acceleration of amounts due under such facilities, which would trigger default provisions or may also lead to imposition of any penalty or charges, thereof.
Some of the corporate actions that require prior consents from lenders as of the date of this Report, may include, amongst others, change in its ownership or management, to undertake any new business, operations, project, diversification, modernization or substantial expansion of any of its business, effecting any scheme of amalgamation or reconstruction including creation of any subsidiary or permit any company to become its subsidiary, to effect any change in its capital structure or constitutional documents, to undertake or permit any merger/demerger, consolidation, compromise with its creditors or shareholders, incur indebtedness beyond the specified limits, and to make any investment whether by way of loans or debentures or investments in share capital or otherwise, in any concern or provide any credit or give any guarantee, indemnity or similar assurance in any manner become directly, indirectly or contingently liable for or in connection with the obligation of any person other than itself. 22 Table of Contents Any failure to observe the covenants under our financing arrangement or to obtain necessary consents/waivers may lead to acceleration of amounts due under such facilities, which would trigger default provisions or may also lead to imposition of any penalty or charges, thereof.
By virtue of these notifications issued by CBIC, we, as an e-commerce operator, are required to collect TCS of an amount equivalent to 0.5% (Central Goods and Service Tax (“CGST”) and State Goods and Service Tax (“SGST”)) and 1% (under Integrated Goods and Service Tax (“IGST”)) of the net value of intra-state and inter-state taxable supplies respectively made through our platform by this party suppliers where the consideration with respect to such supplies is collected by us.
By virtue of these notifications issued by CBIC, we, as an e-commerce operator, are required to collect TCS of an amount equivalent to 0.5% (Central Goods and Service Tax (“CGST”) and State Goods and Service Tax (“SGST”)) and 0.5% (under Integrated Goods and Service Tax (“IGST”)) of the net value of intra-state and inter-state taxable supplies respectively made through our platform by this party suppliers where the consideration with respect to such supplies is collected by us.
The secure transmission of confidential information over the Internet and telephone is essential in maintaining customer and supplier confidence in us. Security breaches, whether instigated internally or externally on our system or other Internet-based systems, could significantly harm our business. We currently require customers to guarantee their transactions with their credit cards online.
The secure transmission of confidential information over the Internet and telephone is essential in maintaining customer and supplier confidence in us. Security breaches and incidents, whether instigated internally or externally on our system or other Internet-based systems, could significantly harm our business. We currently require customers to guarantee their transactions with their credit cards online.
Such related-party transactions may potentially involve conflicts of interest which may be detrimental to the interest of our Company, and we cannot assure you that the related-party transactions that we may enter into in the future, individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have an adverse effect on our business, financial condition and results of operations.
Such related-party transactions may potentially involve conflicts of interest which may be detrimental to our interest, and we cannot assure you that the related-party transactions that we may enter into in the future, individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have an adverse effect on our business, financial condition and results of operations.
Security threats, such as security breaches, incidents, compromises, and computer malware, viruses and other ‘cyber attacks’ which are increasing in both frequency and sophistication, could result in unauthorized disclosures of information or create financial liability for us and may subject us to legal or regulatory sanctions, besides damaging our reputation in the market.
Security threats, such as security breaches, incidents, compromises, and computer malware, viruses and other ‘cyber attacks’ are increasing in both frequency and sophistication; and could result in unauthorized disclosures of information or create financial liability for us and may subject us to legal or regulatory sanctions, besides damaging our reputation in the market.
Furthermore, no assurance can be given that our travel suppliers will not further reduce or eliminate fees or commissions or attempt to charge us for content, terminate our contracts, make their products or services unavailable to us as part of exclusive arrangements with our competitors or default on or dispute their payment or other obligations towards us, any of which could reduce our revenue and Adjusted Margin % or may require us to initiate legal or arbitration proceedings to enforce their contractual payment obligations, which may adversely affect our business, cash flows and results of operations. 11 Table of Contents We rely on third-party systems and service providers, and any disruption or adverse change in their business may have a material adverse effect on our business.
Furthermore, no assurance can be given that our travel suppliers will not further reduce or eliminate fees or commissions or attempt to charge us for content, terminate our contracts, make their products or services unavailable to us as part of exclusive arrangements with our competitors or default on or dispute their payment or other obligations towards us, any of which could reduce our revenue and Adjusted Margin % or may require us to initiate legal or arbitration proceedings to enforce their contractual payment obligations, which may adversely affect our business, cash flows and results of operations. 10 Table of Contents We rely on third-party systems and service providers, and any disruption or adverse change in their business may have a material adverse effect on our business.
Further, in the event the offer to delist is made by an acquirer in terms of SEBI Takeover Regulations and/or SEBI Delisting Regulations, holders of the Equity Shares immediately before the completion of the open offer process made by an acquirer under SEBI Takeover Regulations could refuse to tender their Equity Shares, and accordingly, may continue to be minority shareholders following the completion of the open offer process.
Further, in the event the offer to delist is made by an acquirer in terms of SEBI Takeover Regulations and/or SEBI (Delisting of Equity Shares) Regulations 2021, holders of the Equity Shares immediately before the completion of the open offer process made by an acquirer under SEBI Takeover Regulations could refuse to tender their Equity Shares, and accordingly, may continue to be minority shareholders following the completion of the open offer process.
On January 17, 2022, we entered into a Cooperation Agreement (“Maguire Cooperation Agreement”), wherein we agreed to appoint Roshan Mendis to the Board, for a term of office that expired at the 2023 annual general meeting of shareholders. Pursuant to the First Amendment to Maguire Cooperation Agreement dated August 29, 2023, Mr.
On January 17, 2022, we entered into a Cooperation Agreement (“Maguire Cooperation Agreement”), wherein we agreed to appoint Roshan Mendis to the Board, for a term of office that initially expired at the 2023 annual general meeting of shareholders. Pursuant to the First Amendment to Maguire Cooperation Agreement dated August 29, 2023, Mr.
We incur substantial expense to protect against and remedy security breaches and their consequences. However, our security measures may not prevent security breaches and we may be unsuccessful in or incur additional costs by implementing our remediation plan to address these potential exposures.
We incur substantial expense to protect against and remedy security breaches and incidents and their consequences. However, our security measures may not prevent security breaches or incidents, and we may be unsuccessful in or incur additional costs by implementing our remediation plan to address these potential exposures.
Effective internal control over financial reporting is necessary for us to maintain reliability of financial reporting and preparation of financial statements. In connection with the preparation of our financial statements for the fiscal years ended March 31, 2024, we have identified material weaknesses in our internal control over financial reporting.
Effective internal control over financial reporting is necessary for us to maintain reliability of financial reporting and preparation of financial statements. In connection with the preparation of our financial statements for the fiscal years ended March 31, 2024, we identified material weaknesses in our internal control over financial reporting.
We understand that the Cayman Islands Court’s decision in that case has been appealed and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty. 45 Table of Contents You will have limited ability to bring an action against our Company or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in India and because a majority of our directors and officers reside outside the U.S..
We understand that the Cayman Islands Court’s decision in that case has been appealed and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty. 38 Table of Contents You will have limited ability to bring an action against our Company or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in India and because a majority of our directors and officers reside outside the U.S..
However, such accidents and misconduct, even if not resulting from our or our travel suppliers’ negligence or misconduct, could create a public perception that we are less reliable than our competitors, which would harm our reputation, and could adversely affect our business and results of operations. 17 Table of Contents We may be subject to legal or administrative proceedings regarding our travel products and services, information provided on our online platform or other aspects of our business operations, which may be time-consuming to defend against and affect our reputation.
However, such accidents and misconduct, even if not resulting from our or our travel suppliers’ negligence or misconduct, could create a public perception that we are less reliable than our competitors, which would harm our reputation, and could adversely affect our business and results of operations. 16 Table of Contents We may be subject to legal or administrative proceedings regarding our travel products and services, information provided on our online platform or other aspects of our business operations, which may be time-consuming to defend against and affect our reputation.
Our failure to obtain sufficient financing could result in the delay or abandonment of any business growth or implementation of our business development plans and this may affect our business and future results of operations. 44 Table of Contents Risks Related to Our Ordinary Shares We are a Cayman Islands company and because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you could have less protection of your shareholder rights than you would under U.S. law.
Our failure to obtain sufficient financing could result in the delay or abandonment of any business growth or implementation of our business development plans and this may affect our business and future results of operations. 37 Table of Contents Risks Related to Our Ordinary Shares We are a Cayman Islands company and because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you could have less protection of your shareholder rights than you would under U.S. law.
This could severely limit the market liquidity of our Ordinary Shares and the ability of our shareholders to sell Ordinary Shares in the secondary market, and it may have an adverse impact on our business, operations, liquidity and cashflows on consolidated basis. 27 Table of Contents Compliance with rules and regulations applicable to U.S. reporting companies could cause us to incur additional costs, and any failure by us to comply with such requirements could negatively affect investor confidence in us and cause the market price of our securities to decline.
This could severely limit the market liquidity of our Ordinary Shares and the ability of our shareholders to sell Ordinary Shares in the secondary market, and it may have an adverse impact on our business, operations, liquidity and cashflows on consolidated basis. 24 Table of Contents Compliance with rules and regulations applicable to U.S. reporting companies could cause us to incur additional costs, and any failure by us to comply with such requirements could negatively affect investor confidence in us and cause the market price of our securities to decline.
Ltd., Akbar Travels, Amazon India, Booking.com B.V., Cleartrip Pvt. Ltd., Expedia Southeast Asia Pte. Ltd., Flipkart Pvt. Ltd., Easy Trip Planners Limited, Thomas Cook India Limited, FCM Travel Solutions (India) Private Limited, GBT India Private Limited, CWT India Private Limited, MakeMyTrip (India) Pvt. Ltd.
Ltd., Akbar Travels, Amazon India, Booking.com B.V., Cleartrip Pvt. Ltd., Expedia Southeast Asia Pte. Ltd., Flipkart Internet Pvt. Ltd., Easy Trip Planners Limited, Thomas Cook India Limited, FCM Travel Solutions (India) Private Limited, GBT India Private Limited, CWT India Private Limited, MakeMyTrip (India) Pvt. Ltd.
Other factors that may cause fluctuations in our quarterly financial results include, but are not limited to: ● foreign exchange rates; ● our ability to attract new customers and cross-sell to existing customers; ● the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure; ● general economic, industry and market conditions; ● natural calamities such as earthquakes, tsunamis, floods, drought, pandemics, or other health crises, such as COVID-19 and any containment measures taken in response to such calamities or crises, such as lockdowns or travel restrictions; ● changes in our pricing policies or those of our competitors and suppliers; and ● the timing and success of new services and service introductions by us and our competitors or any other change in the competitive dynamics of the Indian travel industry, including consolidation among competitors, customers, or strategic partners.
Other factors that may cause fluctuations in our quarterly financial results include, but are not limited to: ● foreign exchange rates; ● our ability to attract new customers and cross-sell to existing customers; ● the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure; ● general economic, industry and market conditions; ● natural calamities such as earthquakes, tsunamis, floods, drought, pandemics, or other health crises, such as global pandemics and any containment measures taken in response to such calamities or crises, such as lockdowns or travel restrictions; ● changes in our pricing policies or those of our competitors and suppliers; and ● the timing and success of new services and service introductions by us and our competitors or any other change in the competitive dynamics of the Indian travel industry, including consolidation among competitors, customers, or strategic partners.
Our success in implementing our growth strategies is affected by: ● our ability to increase the number of suppliers, particularly our hotel suppliers, that are directly connected to us; ● our ability to continue to expand our distribution channels, and market and cross-sell our travel services and products to facilitate the expansion of our business; ● our ability to build or acquire the required technology; ● our ability to expand our online features and services; ● our ability to enter new associated business segments; ● the general condition of the global economy (particularly in India and markets with proximity to India) and continued growth in demand for travel services, particularly online; ● our ability to compete effectively with existing and new entrants to the Indian travel industry, including both online travel companies as well as traditional travel agents and tour providers; ● the growth of the Internet as a medium for commerce in India, particularly in Tier 2 and Tier 3 cities; and ● changes in our regulatory environment.
Our success in implementing our growth strategies is affected by: ● our ability to increase the number of suppliers, particularly our hotel suppliers, that are directly connected to us; ● our ability to continue to expand our distribution channels, and market and cross-sell our travel services and products to facilitate the expansion of our business; ● our ability to build or acquire the required technology; ● our ability to expand our online features and services; ● our ability to enter new associated business segments; ● the general condition of the global economy (particularly in India and markets with proximity to India) and continued growth in demand for travel services, particularly online; 14 Table of Contents ● our ability to compete effectively with existing and new entrants to the Indian travel industry, including both online travel companies as well as traditional travel agents and tour providers; ● the growth of the Internet as a medium for commerce in India, particularly in Tier 2 and Tier 3 cities; and ● changes in our regulatory environment.
If we are unable to maintain or enhance consumer awareness of our brands or generate demand in a cost-effective manner, it could have a material adverse effect on our business and financial performance. 13 Table of Contents Intellectual property rights are important to our business, and we cannot be sure that our intellectual property is protected from copying or use by others, and we may be subject to third-party claims for intellectual property rights infringement.
If we are unable to maintain or enhance consumer awareness of our brands or generate demand in a cost-effective manner, it could have a material adverse effect on our business and financial performance. 12 Table of Contents Intellectual property rights are important to our business, and we cannot be sure that our intellectual property is protected from copying or use by others, and we may be subject to third-party claims for intellectual property rights infringement.
In November 2022, the Government of India (the Ministry of Electronics and Information Technology) prepared a draft Digital Personal Data Protection Bill, 2022 (“DPDP Bill”) which has subsequently been passed by both houses of the Parliament and has become a legislation Digital Personal Data Protection Act, 2023 (“DPDP Act”) after receiving the assent of the President of India on August 12, 2023 which shall come into force on such date or dates as the Central Government of India may notify.
In November 2022, the Government of India (the Ministry of Electronics and Information Technology) prepared a draft Digital Personal Data Protection Bill, 2022 (“DPDP Bill”) which has subsequently been passed by both houses of the Parliament and has become a legislation Digital Personal Data Protection Act, 2023 (“DPDP Act”) after receiving the assent of the President of India on August 11, 2023 which shall come into force on such date or dates as the Central Government of India may notify.
Further, in India, takeovers meeting certain thresholds are under the surveillance of the Competition Commission of India, or CCI, and are regulated by the CCI to determine if a proposed takeover would have an appreciable adverse effect on competition in the relevant market. 41 Table of Contents Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the value of the Equity Shares, independent of our operating results.
Further, in India, takeovers meeting certain thresholds are under the surveillance of the Competition Commission of India, or CCI, and are regulated by the CCI to determine if a proposed takeover would have an appreciable adverse effect on competition in the relevant market. 35 Table of Contents Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the value of the Equity Shares, independent of our operating results.
This could have a material adverse effect on our business, financial condition and results of operations and reduce the price of the Ordinary Shares. 40 Table of Contents If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate in order to pass costs on to our clients thereby reducing our margins.
This could have a material adverse effect on our business, financial condition and results of operations and reduce the price of the Ordinary Shares. 34 Table of Contents If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate in order to pass costs on to our clients thereby reducing our margins.
Non-compliance could result in proceedings against us by governmental entities or others, could result in substantial fines or other liability, and may otherwise adversely impact our business, financial condition, and operating results. 20 Table of Contents We are exposed to risks associated with the payments business, including online security and credit card fraud.
Non-compliance could result in proceedings against us by governmental entities or others, could result in substantial fines or other liability, and may otherwise adversely impact our business, financial condition, and operating results. 18 Table of Contents We are exposed to risks associated with the payments business, including online security and credit card fraud.
Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Stock Market corporate governance listing requirements. 46 Table of Contents We have a staggered Board, which could impede an attempt to acquire our Company or remove our management.
Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Stock Market corporate governance listing requirements. 39 Table of Contents We have a staggered Board, which could impede an attempt to acquire our Company or remove our management.
We have integrated the services of third-party payment solutions providers and accordingly, our customers are re-directed to those third-party service providers to make payments and completing the transactions. There can be no assurance that transmissions of data through our third-party providers will be protected from security breaches.
We have integrated the services of third-party payment solutions providers and accordingly, our customers are re-directed to those third-party service providers to make payments and completing the transactions. There can be no assurance that transmissions of data through our third-party providers will be protected from security breaches or incidents.
Consequently, even if a potential takeover of Yatra India would result in the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or consummated because of the SEBI Takeover Regulations.
Consequently, even if a potential take over of Yatra India would result in the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or consummated because of the SEBI Takeover Regulations.
If these concerns are not adequately addressed, they may inhibit the growth of online commerce and communications. 22 Table of Contents Our quarterly results may fluctuate for a variety of reasons, including the seasonality in the leisure travel industry, and may not fully reflect the underlying performance of our business.
If these concerns are not adequately addressed, they may inhibit the growth of online commerce and communications. 20 Table of Contents Our quarterly results may fluctuate for a variety of reasons, including the seasonality in the leisure travel industry, and may not fully reflect the underlying performance of our business.
Federal Income Tax Consequences,” we do not believe we were PFIC for the taxable year ended March 31, 2024, and we do not expect that we will become a PFIC in the current taxable year or in the foreseeable future; however, no assurances can be offered in this regard.
Federal Income Tax Consequences,” we do not believe we were PFIC for the taxable year ended March 31, 2025, and we do not expect that we will become a PFIC in the current taxable year or in the foreseeable future; however, no assurances can be offered in this regard.
GAAP so long as our financial statements are prepared in accordance with IFRS as issued by the IASB. We are not required to comply with Regulation FD under the Exchange Act, which imposes restrictions on the selective disclosure of material information to shareholders.
GAAP so long as our financial statements are prepared in accordance with IFRS Accounting Standards as issued by the IASB. We are not required to comply with Regulation FD under the Exchange Act, which imposes restrictions on the selective disclosure of material information to shareholders.
Further, while we believe our payment systems are reliable, there can be no guarantee that we may be able to prevent security breaches involving the confidential information of our suppliers and customers, including any breaches with regards to transactions from our payment services.
Further, while we believe our payment systems are reliable, there can be no guarantee that we may be able to prevent security breaches or incidents involving the confidential information of our suppliers and customers, including any breaches or incidents with regards to transactions from our payment services.
This could adversely affect the trading of our Ordinary Shares and increase the price volatility or adversely affect the price and liquidity of our Ordinary Shares. 26 Table of Contents We may be unsuccessful in simplifying our multi-jurisdictional corporate structure or reducing resources and management time devoted to compliance requirements.
This could adversely affect the trading of our Ordinary Shares and increase the price volatility or adversely affect the price and liquidity of our Ordinary Shares. 23 Table of Contents We may be unsuccessful in simplifying our multi-jurisdictional corporate structure or reducing resources and management time devoted to compliance requirements.
As we incorporate these advanced technologies into our business operations, we remain mindful of the potential challenges. ● The financial reporting obligations of being a public company and maintaining listings on the Nasdaq Capital Market, National Stock Exchange of India Limited and BSE Limited subject us to increased regulatory scrutiny and require additional compliance costs and management attention on a consolidated basis, which could materially and adversely affect our business, results of operations and financial condition. ● We may be unsuccessful in simplifying our multi-jurisdictional corporate structure or reducing resources and management time devoted to compliance requirements. ● If we fail to continue to satisfy applicable Nasdaq listing standards, including compliance with the minimum market value of listed securities requirement, our Ordinary Shares may be delisted from the Nasdaq Capital Market, which would seriously harm the liquidity of our Ordinary Shares and may have an adverse impact on the price of our Ordinary Shares. ● Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S.
As we incorporate these advanced technologies into our business operations, we remain mindful of the potential challenges. ● The financial reporting obligations of being a public company and maintaining listings on the Nasdaq Capital Market, NSE and BSE subject us to increased regulatory scrutiny and require additional compliance costs and management attention on a consolidated basis, which could materially and adversely affect our business, results of operations and financial condition. ● We may be unsuccessful in simplifying our multi-jurisdictional corporate structure or reducing resources and management time devoted to compliance requirements. ● If we fail to continue to satisfy applicable Nasdaq listing standards, including compliance with the minimum market value of listed securities requirement, our Ordinary Shares may be delisted from the Nasdaq Capital Market, which would seriously harm the liquidity of our Ordinary Shares and may have an adverse impact on the price of our Ordinary Shares. ● Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S.
For example, we tend to experience higher revenue from our Hotels and Packages Business in the second and fourth calendar quarters of each year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India and other markets.
For example, we tend to experience higher revenue from our Hotels and Packages Business (including MICE) in the second and fourth calendar quarters of each year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India and other markets.
Sale of a substantial numbers of such shares in the public market, the fact that such options may be exercised, or that a significant number of restricted securities may vest, could adversely affect the market price of our Ordinary Shares. 47 Table of Contents The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.
Sale of a substantial numbers of such shares in the public market, the fact that such options may be exercised, or that a significant number of restricted securities may vest, could adversely affect the market price of our Ordinary Shares. 40 Table of Contents The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.
As of June 30, 2024, entities affiliated with MAK Capital One LLC and Apple Orange LLC, Terrapin Partners Employee Partnership 3, LLC and Terrapin Partners Green Employee Partnership, LLC (collectively, the “Terrapin Sponsors”) and certain of their affiliated entities (including Nathan Leight), entities and people affiliated with Altai Capital Management, LLC, entities affiliated with The 2020 Timothy J.
As of June 30, 2025, entities affiliated with MAK Capital One LLC, Apple Orange LLC, Terrapin Partners Employee Partnership 3, LLC and Terrapin Partners Green Employee Partnership, LLC (collectively, the “Terrapin Sponsors”) and certain of their affiliated entities (including Nathan Leight), entities and people affiliated with Altai Capital Management, LLC, entities affiliated with The 2020 Timothy J.
GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition. ● We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations. ● Yatra Online Limited (“Yatra India”) is incorporated in India and our shareholders may not have recourse in protecting their indirect interests in Yatra India as they would as shareholders of a corporation incorporated in the United States or the Cayman Islands. ● Yatra India may issue equity or convertible securities to third parties, which would indirectly reduce our ownership percentage in Yatra India and would have a dilutive effect on the amount of distributions made to us by Yatra India. ● The interests of our shareholders will be structurally subordinated to all liabilities and obligations of Yatra India and its subsidiaries (the “Group”), including Yatra India’s public shareholders. 6 Table of Contents ● Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and harm our results of operations or cause us to curtail or cease our operations. ● We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you could have less protection of your shareholder rights than you would under U.S. law. ● You will have limited ability to bring an action against our Company or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in India and because a majority of our directors and officers reside outside the U.S. ● As a foreign private issuer under the rules and regulations of the SEC, we are permitted to, and will, file less or different information with the SEC than a company incorporated in the U.S. or otherwise subject to these rules and may follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers ● Our business could be negatively affected as a result of actions of activist shareholders and shareholder advisory firms.
GAAP and IFRS Accounting Standards, which investors may be more familiar with and may consider material to their assessment of our financial condition. ● We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations. ● Yatra India is incorporated in India and our shareholders may not have recourse in protecting their indirect interests in Yatra India as they would as shareholders of a corporation incorporated in the United States or the Cayman Islands. ● Yatra India may issue equity or convertible securities to third parties, which would indirectly reduce our ownership percentage in Yatra India and would have a dilutive effect on the amount of distributions made to us by Yatra India. ● The interests of our shareholders will be structurally subordinated to all liabilities and obligations of Yatra India and its subsidiaries (the “Group”), including Yatra India’s public shareholders. ● Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and harm our results of operations or cause us to curtail or cease our operations. ● We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you could have less protection of your shareholder rights than you would under U.S. law. ● You will have limited ability to bring an action against our Company or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in India and because a majority of our directors and officers reside outside the U.S. ● As a foreign private issuer under the rules and regulations of the SEC, we are permitted to, and will, file less or different information with the SEC than a company incorporated in the U.S. or otherwise subject to these rules and may follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers ● Our business could be negatively affected as a result of actions of activist shareholders and shareholder advisory firms. 6 Table of Contents Risks Related to Our Business and Industry We have a history of operating losses.
Our arrangements with travel suppliers are not typically subject to long-term commitments and may not remain in effect on current or similar terms, and the net impact of future pricing options may adversely impact our revenue.
Our arrangements with travel suppliers are not typically subject to written agreements or long-term commitments and may not remain in effect on current or similar terms, and the net impact of future pricing options may adversely impact our revenue.
We rely significantly on the capacity, reliability and security of our computer systems, technology and service providers that generates, facilitates, and processes transactions, including GDSs, APIs, channel managers and reservation systems used by certain airlines, hotels, Indian Railway Catering and Tourism, or the IRCTC and taxi and bus operators, as well as cloud computing and payment processing software services.
We rely significantly on the capacity, reliability and security of our computer systems, technology and service providers that generates, facilitates, and processes transactions, including GDSs, APIs, channel managers and reservation systems used by certain airlines, hotels, Indian Railway Catering and Tourism (“IRCTC”) and taxi and bus operators, as well as cloud computing and payment processing software services.
A loss of investor confidence in other emerging market economies or any worldwide financial instability may adversely affect the Indian economy, which could materially and adversely affect our business, results of operations and the market price of the Ordinary Shares. 39 Table of Contents India has from time-to-time experienced instances of social, religious, and civil unrest and hostilities between neighboring countries.
A loss of investor confidence in other emerging market economies or any worldwide financial instability may adversely affect the Indian economy, which could materially and adversely affect our business, results of operations and the market price of the Ordinary Shares. India has from time-to-time experienced instances of social, religious, and civil unrest and hostilities between neighboring countries.
This could have an adverse effect on our ability to fund our growth on favorable terms or at all, and consequently adversely affect our business and financial performance and the price of the Ordinary Shares. 50 Table of Contents
This could have an adverse effect on our ability to fund our growth on favorable terms or at all, and consequently adversely affect our business and financial performance and the price of the Ordinary Shares. 43 Table of Contents
The Indian travel industry is highly competitive. Our success depends upon our ability to compete effectively against numerous established and emerging competitors, including other online travel agencies, or OTAs, traditional offline travel companies, travel research companies, payment wallets, search engines and meta-search companies, both in India and abroad, such as Agoda Company Pte.
The Indian travel industry is highly competitive. Our success depends upon our ability to compete effectively against numerous established and emerging competitors, including other online travel agencies, or OTAs, traditional offline travel companies, travel research companies, payment wallets, search engines, artificial intelligence chatbots and meta-search companies, both in India and abroad, such as Agoda Company Pte.
Complying with the DPDP Act, other laws, regulations, or other obligations relating to privacy, data protection, data localization or security requirements may cause us to incur substantial operational costs or require us to modify our data handling practices.
Complying with the DPDP Act and DPDP Rules, other laws, regulations, or other obligations relating to privacy, data protection, data localization or security requirements may cause us to incur substantial operational costs or require us to modify our data handling practices.
Damage caused to our business reputation and brand name may deter users from using our platforms, which may have an adverse effect on our financial performance and prospects. 14 Table of Contents Our success depends on maintaining the integrity of our systems and infrastructure, and adapting to technological developments, which may suffer from failures, capacity constraints, business interruptions and forces beyond our control.
Damage caused to our business reputation and brand name may deter users from using our platforms, which may have an adverse effect on our financial performance and prospects. Our success depends on maintaining the integrity of our systems and infrastructure, and adapting to technological developments, which may suffer from failures, capacity constraints, business interruptions and forces beyond our control.
If we choose to enter new markets and are not able to effectively mitigate or eliminate these risks, our results of operations could be adversely affected. Industry information included in this Annual Report has been derived from an industry report commissioned by us for such purpose.
If we choose to enter new markets and are not able to effectively mitigate or eliminate these risks, our results of operations could be adversely affected. 15 Table of Contents Industry information included in this Annual Report has been derived from an industry report commissioned by us for such purpose.
As a U.S. reporting company, we incur significant legal, accounting, and other expenses. For example, we are required by Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, to include a report of management’s assessment on our internal control over financial reporting and an auditor’s attestation report on our internal control over financial reporting in our Annual Report.
As a U.S. reporting company, we incur significant legal, accounting, and other expenses. For example, we are required by Section 404 of the Sarbanes-Oxley Act of 2002, (“Sarbanes-Oxley Act”), to include a report of management’s assessment on our internal control over financial reporting and an auditor’s attestation report on our internal control over financial reporting in our Annual Report.
For example, under its consolidated foreign direct investment policy, or FDI Policy, the Government of India has set out additional requirements for foreign investments in India, including requirements with respect to downstream investments by Indian companies, owned or controlled by foreign entities, and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners.
For example, under its consolidated foreign direct investment policy, (“FDI Policy”), the Government of India has set out additional requirements for foreign investments in India, including requirements with respect to downstream investments by Indian companies, owned or controlled by foreign entities, and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners.
In such circumstances, the trading price of our securities may not recover and may experience a further be impacted. 48 Table of Contents Factors affecting the trading price of our securities may include: ● our ability to successfully complete any past or potential future acquisition, and realize the anticipated benefits of such acquisitions; ● actual or anticipated fluctuations in our periodic financial results or the financial results of companies perceived to be similar to ours; ● changes in the market’s expectations about our operating results; ● success of competitors; ● our operating results failing to meet the expectation of securities analysts or investors in a particular period; ● changes in financial estimates and recommendations by securities analysts concerning our Company or our industry in general; ● operating and stock price performance of other companies that investors deem comparable to ours; ● our ability to meet compliance requirements; ● commencement of, or involvement in, litigation involving us; ● changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; ● changes in the volume of our Ordinary Shares available for public sale; ● any major change in our Board or management; ● sales of substantial amounts of our Ordinary Shares by our directors, executive officers or significant shareholders or the perception that such sales could occur; ● any continued slowdown in India’s economic growth; ● general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism; and ● natural calamities such as earthquakes, tsunamis, floods, droughts and pandemics or other health crises.
Factors affecting the trading price of our securities may include: ● our ability to successfully complete any past or potential future acquisition, and realize the anticipated benefits of such acquisitions; ● actual or anticipated fluctuations in our periodic financial results or the financial results of companies perceived to be similar to ours; ● changes in the market’s expectations about our operating results; ● success of competitors; ● our operating results failing to meet the expectation of securities analysts or investors in a particular period; ● changes in financial estimates and recommendations by securities analysts concerning our Company or our industry in general; ● operating and stock price performance of other companies that investors deem comparable to ours; ● our ability to meet compliance requirements; ● commencement of, or involvement in, litigation involving us; ● changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; ● changes in the volume of our Ordinary Shares available for public sale; ● any major change in our Board or management; ● sales of substantial amounts of our Ordinary Shares by our directors, executive officers or significant shareholders or the perception that such sales could occur; ● any continued slowdown in India’s economic growth; ● general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism; and ● natural calamities such as earthquakes, tsunamis, floods, droughts and pandemics or other health crises.
Airlines supp lier may move to a single GDS service provider platform for their domestic inventory, or take such other measures that would further reduce the ticket inventory available to us. Any such measures by major partners could adversely affect our business, cash flows and results of operations.
Airlines supplier may move to a single GDS service provider platform for their domestic inventory, or take such other measures that would further reduce the ticket inventory available to us. Any such measures by major partners could adversely affect our business, cash flows and results of operations.
In particular, we rely on third parties to: ● assist in conducting searches for airfares and process air ticket bookings; ● process hotel reservations; ● process credit card, debit card, net banking, Unified Payment Interfaces, and e-wallet payments; ● provide computer infrastructure critical to our business; and ● provide customer relationship management, or CRM, software services.
In particular, we rely on third parties to: ● assist in conducting searches for airfares and process air ticket bookings; ● process hotel reservations; ● process credit card, debit card, net banking, Unified Payment Interfaces, and e-wallet payments; ● provide computer infrastructure critical to our business; and ● provide customer relationship management (“CRM”) software services.
Our board of directors (“our Board”) and senior management team has significant experience in the Internet and information technology sector and has technical expertise that has helped expand our business through various initiatives including broadening our distribution channels and growing our products and services offerings. For further information, see “ Item 6. Directors, Senior Management And Employees - A.
Our board of directors (“Board”) and senior management team has significant experience in the Internet and information technology sector and has technical expertise that has helped expand our business through various initiatives including broadening our distribution channels and growing our products and services offerings. For further information, see “ Item 6. Directors, Senior Management And Employees - A.
Any of these changes to such laws or regulations, or future IRS guidance, could adversely affect us. 30 Table of Contents If we were treated as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in our Ordinary Shares could be subject to adverse U.S. federal income tax consequences.
Any of these changes to such laws or regulations, or future IRS guidance, could adversely affect us. If we were treated as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in our Ordinary Shares could be subject to adverse U.S. federal income tax consequences.
If we do not adequately fund our research and development efforts, we may not be able to compete effectively and our business and operating results may be harmed. 10 Table of Contents Airlines suppliers may move to a single GDS service provider platform for their domestic inventory and this could adversely affect our business and results of operations.
If we do not adequately fund our research and development efforts, we may not be able to compete effectively and our business and operating results may be harmed. Airlines suppliers may move to a single GDS service provider platform for their domestic inventory and this could adversely affect our business and results of operations.
If we fail to compete effectively, our business, cash flows, and results of operations may be adversely affected. In addition, many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications.
If we fail to compete effectively, our business, cash flows, and results of operations may be adversely affected. 7 Table of Contents In addition, many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications.
In a scenario where the PoEM of a company is determined to be in India, then such company would be deemed to an Indian tax resident and, accordingly, subject to taxes on its global income. 31 Table of Contents Business Connection. As per the IT Act, persons resident in India are subject to taxation on their global income.
In a scenario where the PoEM of a company is determined to be in India, then such company would be deemed to an Indian tax resident and, accordingly, subject to taxes on its global income. Business Connection. As per the IT Act, persons resident in India are subject to taxation on their global income.
Our success will depend upon third parties maintaining and improving Internet infrastructure to provide a reliable network with adequate speed and data capacity and telecommunication networks with good quality of services and lower congestion. A slowdown in economic growth in India could cause our business to suffer.
Our success will depend upon third parties maintaining and improving Internet infrastructure to provide a reliable network with adequate speed and data capacity and telecommunication networks with good quality of services and lower congestion. 33 Table of Contents A slowdown in economic growth in India could cause our business to suffer.
GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition. Our consolidated financial statements are prepared in accordance with IFRS.
GAAP and IFRS Accounting Standards, which investors may be more familiar with and may consider material to their assessment of our financial condition. Our consolidated financial statements are prepared in accordance with IFRS.
Such unfavorable changes could decrease demand for our services and products, increase costs and/or subject us to additional liabilities. 32 Table of Contents We operate in various countries and changes in the tax rates or taw laws of any country could have an impact on our taxes.
Such unfavorable changes could decrease demand for our services and products, increase costs and/or subject us to additional liabilities. We operate in various countries and changes in the tax rates or taw laws of any country could have an impact on our taxes.
Increased competition has resulted in, and may continue to result in, reduced margins, as well as the loss of customers, transactions, and brand recognition. 8 Table of Contents Disruptions in the Indian economy in general and the travel industry in particular could adversely affect our business and financial performance.
Increased competition has resulted in, and may continue to result in, reduced margins, as well as the loss of customers, transactions, and brand recognition. Disruptions in the Indian economy in general and the travel industry in particular could adversely affect our business and financial performance.
Limitations on foreign debt may have an adverse effect on our business growth, financial condition, and results of operations. Our business and activities are regulated by the Competition Act, 2002, as amended. The Competition Act, 2002, as amended, or the Competition Act, regulates practices that could have an appreciable adverse effect on competition in India.
Limitations on foreign debt may have an adverse effect on our business growth, financial condition, and results of operations. Our business and activities are regulated by the Competition Act, 2002, as amended. The Competition Act, 2002, as amended, (“Competition Act”), regulates practices that could have an appreciable adverse effect on competition in India.
A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. Our business could be negatively affected as a result of actions of activist shareholders and shareholder advisory firms.
A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future. 42 Table of Contents Our business could be negatively affected as a result of actions of activist shareholders and shareholder advisory firms.
Although all related-party transactions that we may enter into are subject to approval by our audit committee, Board or shareholders, as required under the Securities Act of 1933, as amended (the “Securities Act”), Companies Act, 2013 of India (the “Companies Act”) and Listing Regulations as applicable to Yatra India or other applicable laws and regulations, we cannot assure you that such transactions, individually or in aggregate, will not have an adverse effect on our financial condition and results of operations or that we could not have achieved more favorable terms if such transactions had not been entered into with related parties.
Although all related-party transactions that we may enter into are subject to approval by our audit committee, Board or shareholders, as required under the Securities Act of 1933, as amended (the “Securities Act”), Companies Act, 2013 of India (the “Companies Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as applicable to Yatra India or other applicable laws and regulations, we cannot assure you that such transactions, individually or in aggregate, will not have an adverse effect on our financial condition and results of operations or that we could not have achieved more favorable terms if such transactions had not been entered into with related parties.
Any financial disruption could have an adverse effect on our business, future financial performance, shareholders’ equity and the price of the Ordinary Shares. 38 Table of Contents We are dependent on domestic, regional, and global economic and market conditions.
Any financial disruption could have an adverse effect on our business, future financial performance, shareholders’ equity and the price of the Ordinary Shares. We are dependent on domestic, regional, and global economic and market conditions.
Kaufman. 49 Table of Contents If we become engaged in a process or proxy contest with an activist shareholder in the future, our business could be adversely affected, as such activities could be costly and time-consuming, disrupt our operations and divert the attention of management and our employees from executing our business plan.
If we become engaged in a process or proxy contest with an activist shareholder in the future, our business could be adversely affected, as such activities could be costly and time-consuming, disrupt our operations and divert the attention of management and our employees from executing our business plan.
Since the completion of the initial public offering in India (“Indian IPO”), Yatra India has been subject to additional compliance requirements as required under applicable Indian laws, rules and regulations governing public companies listed on the Indian stock exchanges, including listing requirements of stock exchanges, rules, regulations, and guidelines prescribed by the SEBI, in addition to the various laws, rules and regulations that we are subject to in the United States and in the Cayman Islands.
Since the completion of the initial public offering in India (“Indian IPO”), Yatra India has been subject to additional compliance requirements as required under applicable Indian laws, rules and regulations governing public companies listed on the Indian stock exchanges, including listing requirements of stock exchanges, rules, regulations, and guidelines prescribed by the Securities and Exchange Board of India (“SEBI”), in addition to the various laws, rules and regulations that we are subject to in the United States and in the Cayman Islands.
Directors And Senior Management. ” Our business and future success depends, to a significant extent, on our ability to attract and train new employees and to retain and motivate our existing employees. Changes to our business strategy can create uncertainty, may negatively impact our ability to execute quickly and effectively, and may ultimately be unsuccessful.
Directors And Senior Management. ” 19 Table of Contents Our business and future success depends, to a significant extent, on our ability to attract and train new employees and to retain and motivate our existing employees. Changes to our business strategy can create uncertainty, may negatively impact our ability to execute quickly and effectively, and may ultimately be unsuccessful.
Such changes may require us to make changes to our business in order to comply with Indian law. 36 Table of Contents Yatra India’s ability to raise foreign capital may be constrained by Indian law. As an Indian company, Yatra India is subject to exchange controls that regulate borrowing in foreign currencies.
Such changes may require us to make changes to our business in order to comply with Indian law. Yatra India’s ability to raise foreign capital may be constrained by Indian law. As an Indian company, Yatra India is subject to exchange controls that regulate borrowing in foreign currencies.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and increased costs to our business, including increased costs of transportation, wages, raw materials, and other expenses relevant to our business.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. Increased inflation can contribute to an increase in interest rates and increased costs to our business, including increased costs of transportation, wages, raw materials, and other expenses relevant to our business.
Roshan Mendis was further nominated to serve as a Class I director of the Board, for a term expiring at the 2026 annual general meeting of shareholders. The shareholders at the annual general meeting held on September 28, 2023 approved the said nomination and re-appointed Mr. Roshan Mendis.
Kaufman was further nominated to serve as a Class I director of the Board, for a term expiring at the 2026 annual general meeting of shareholders. The shareholders at the annual general meeting held on September 28, 2023 approved the said nomination and re-appointed Mr. Michael A. Kaufman.
Yatra India’s financial statements are prepared in accordance with Ind AS or Ind AS 34, as applicable and restated in accordance with requirements of Section 26 of Part I of Chapter III of the Companies Act, SEBI Issue of Capital and Disclosure Requirements, or “ICDR,” Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI.
Yatra India’s financial statements are prepared in accordance with Ind AS or Ind AS 34, as applicable and restated in accordance with requirements of Section 26 of Part I of Chapter III of the Companies Act, SEBI ICDR, Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI.
Further, the promoters in the Indian IPO, our wholly owned subsidiaries, would be required to provide an exit opportunity to the shareholders in the Indian IPO who do not agree with Yatra India’s proposal to change the objects of the Indian IPO or vary the terms of such contracts, at a price and manner as prescribed by the Securities and Exchange Board of India (“SEBI”).
Further, the promoters in the Indian IPO, our wholly owned subsidiaries, would be required to provide an exit opportunity to the shareholders in the Indian IPO who do not agree with Yatra India’s proposal to change the objects of the Indian IPO or vary the terms of such contracts, at a price and manner as prescribed by the SEBI.
If we are not able to compete effectively against our competitors, our business and results of operations and cash flows may be adversely affected. 7 Table of Contents We face competition from large, established Internet search engines with a global presence, as well as from meta-search companies that aggregate travel search results.
If we are not able to compete effectively against our competitors, our business and results of operations and cash flows may be adversely affected. We face competition from large, established Internet search engines with a global presence, as well as from artificial intelligence chatbots and meta-search companies that aggregate travel search results.
Hence, termination of any of our contracts with our service providers could cause a decline in the quality of our services. 12 Table of Contents In 2015, we launched a marketplace platform that enables us to sell our own inventory and the inventory of third-party vendors to provide travelers a wider selection of products and services on a single platform.
Hence, termination of any of our contracts with our service providers could cause a decline in the quality of our services. 11 Table of Contents Our marketplace platform enables us to sell our own inventory and the inventory of third-party vendors to provide travelers a wider selection of products and services on a single platform.
India had an Internet subscriber base of over 924.05 million as of March 2024 (Source: TRAI). There can be no assurance that Internet penetration in India will increase in the future, as slowdowns or disruptions in upgrading efforts for infrastructure in India could reduce the rate of increase in the use of the Internet.
India had an Internet subscriber base of over 969.10 million as of March 2025 (Source: TRAI). There can be no assurance that Internet penetration in India will increase in the future, as slowdowns or disruptions in upgrading efforts for infrastructure in India could reduce the rate of increase in the use of the Internet.
Place of effective management of our Company as per Indian income tax laws As per the provision of the (Indian) Income Tax Act, 1961, as amended, or the IT Act, persons resident in India are subject to taxation on their global income.
Place of effective management of our Company as per Indian income tax laws As per the provision of the (Indian) Income Tax Act, 1961 (“IT Act”), persons resident in India are subject to taxation on their global income.
Our ability to achieve ESG goals and initiatives is subject to numerous risks including: (1) the availability and cost of limiting or eliminating our use of carbon-based energy sources and technologies; (2) evolving regulatory requirements affecting ESG standards or disclosures; (3) our ability to work with partners and providers that can meet our sustainability, diversity, and other standards; (4) our ability to recruit, develop, and retain diverse talent; (5) the impact of our organic growth and acquisitions or dispositions of businesses or operations on our ESG goals; and (6) customers’ actual demand for ESG-oriented product offerings, which may be more expensive and less available than other options. 34 Table of Contents The standards for tracking and reporting on ESG matters are relatively new, have not been harmonized, and continue to evolve.
Our ability to achieve ESG goals and initiatives is subject to numerous risks including: (1) the availability and cost of limiting or eliminating our use of carbon-based energy sources and technologies; (2) evolving regulatory requirements affecting ESG standards or disclosures; (3) our ability to work with partners and providers that can meet our sustainability, diversity, and other standards; (4) our ability to recruit, develop, and retain diverse talent; (5) the impact of our organic growth and acquisitions or dispositions of businesses or operations on our ESG goals; and (6) customers’ actual demand for ESG-oriented product offerings, which may be more expensive and less available than other options.
As per the Reserve Bank of India, India’s GDP growth came in at 8.2% for fiscal year 2024 versus 7% in fiscal year 2023. The Reserve Bank of India is forecasting GDP growth of 7.2% for fiscal year 2025.
As per the Reserve Bank of India, India’s GDP growth came in at 6.4% for fiscal year 2025 versus 8.2% in fiscal year 2024 and 7% in fiscal year 2023. The Reserve Bank of India is forecasting GDP growth of 6.5% for fiscal year 2026.
As of June 30, 2024, we had 59,721,499 Ordinary Shares issued and outstanding, 1,854,871 Class F shares issued and outstanding (each convertible into 0.00001 of an Ordinary Share upon the exchange of a parallel Yatra USA Class F Share), and Yatra USA had 1,854,871 Yatra USA Class F Shares issued and outstanding (each exchangeable for one Ordinary Share in the Company at any time at the option of the holder).
As of June 30, 2025, we had 60,330,924 Ordinary Shares issued and outstanding, 1,854,871 Class F shares issued and outstanding (each convertible into 0.00001 of an Ordinary Share upon the exchange of a parallel Yatra USA Class F Share), and Yatra USA had 1,854,871 Yatra USA Class F Shares issued and outstanding (each exchangeable for one Ordinary Share in the Company at any time at the option of the holder).
The Equity Shares are traded in India on the National Stock Exchange of India Ltd and BSE Limited but there can be no assurance that active trading in the Equity Shares will continue to be sustained. Investors may not be able to sell the Equity Shares at the quoted price if there is no active trading in the Equity Shares.
The Equity Shares of Yatra India are traded in India on the NSE and BSE but there can be no assurance that active trading in the Equity Shares will continue to be sustained. Investors may not be able to sell the Equity Shares at the quoted price if there is no active trading in the Equity Shares.
There has been significant volatility in the Indian stock markets in the recent past, and the trading price of the Equity Shares could fluctuate significantly as a result of market volatility or due to various internal or external risks.
There could be volatility in the Indian stock markets, and the trading price of the Equity Shares could fluctuate significantly as a result of market volatility or due to various internal or external risks.
We cannot assure you that we will be able to manage the growth of our operations efficiently or effectively in new markets. 16 Table of Contents In addition, we may expose ourselves to new risks that may not exist in our Indian operations, including: ● differences and unexpected changes in regulatory requirements and exposure to local economic conditions; ● differences in consumer preferences in such markets; ● increased risk to and limits on our ability to enforce our intellectual property rights; ● competition from providers of travel services in such foreign countries; ● restrictions on the repatriation of earnings from such foreign countries, including withholding taxes imposed by certain foreign jurisdictions; and ● currency exchange rate fluctuations.
In addition, we may expose ourselves to new risks that may not exist in our Indian operations, including: ● differences and unexpected changes in regulatory requirements and exposure to local economic conditions; ● differences in consumer preferences in such markets; ● increased risk to and limits on our ability to enforce our intellectual property rights; ● competition from providers of travel services in such foreign countries; ● restrictions on the repatriation of earnings from such foreign countries, including withholding taxes imposed by certain foreign jurisdictions; and ● currency exchange rate fluctuations.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Leveraging our brand and technology platform, we intend to continue to expand and enhance our offerings through innovative travel solutions that will grow our business, improve our customer experience, and meet the changing needs of business and leisure travelers.
Leveraging our brand and technology platform, we intend to continue to expand and enhance our offerings through innovative travel solutions that will grow our business, improve our customer experience, and meet the changing needs of business and leisure travelers.
Technology and Data Our common technology platform has been designed to deliver a high level of reliability, security, scalability, integration, and innovation. We utilize an on-premise data center with a hybrid setup and ability to scale into a public cloud on-demand, an active backup on public cloud.
Technology and Data Our common technology platform has been designed to deliver a high level of reliability, security, scalability, integration, and innovation. We utilize a cloud platform and on-premise data center with a hybrid setup and ability to scale into a public cloud on-demand, an active backup on a public cloud.
We use an integration layer for high-scale, fault tolerance and configurability with connectivity to multiple GDS and hosting systems for low-cost carriers. This provides auto switching capabilities and redundancy between suppliers so that we may provide the same airline inventory even if a supplier is experiencing connectivity or performance issues.
We use an integration layer for high-scale, fault tolerance and configurability with connectivity to multiple GDS and hosting systems for low-cost carriers. This provides auto switching capabilities and redundancy between suppliers so that we may provide the same airline inventory even if a supplier is experiencing connectivity or performance issues.
We strongly believe that the case is meritorious, considering the facts which primarily pertains to the mismatch of the input tax credit recorded, where we have also seen that Indian Revenue Authorities are considering the facts basis which the discrepancies have been resolved in similar cases.
We strongly believe that the case is meritorious, considering the facts which primarily pertains to the mismatch of the input tax credit recorded, where we have also seen that Indian Revenue Authorities are considering the facts basis which the discrepancies have been resolved in similar cases.
As part of our cross- marketing effort, we have entered arrangements with various banks and payment gateways offering promotions for purchase of tickets on our websites and mobile applications platforms. Nielsen study ranked us second among all travel brands in India behind the MakeMyTrip-Goibibo group.
As part of our cross- marketing effort, we have entered arrangements with various banks and payment gateways offering promotions for purchase of tickets on our websites and mobile applications platforms. A Nielsen study ranked us second among all travel brands in India behind the MakeMyTrip-Goibibo group.
Service Tax Intimation for audit of fiscal Years 2015-16 - 2017-18 (up to June, 2017) In January 2021, we received an intimation issued from the Office of the Commissioner of GST Audit Gurugram for conducting service tax audit from fiscal Years 2015-16 to 2017-1. The required information has been submitted to the concerned authorities.
Service Tax Intimation for audit of fiscal Years 2015-16 - 2017-18 (up to June, 2017) In January 2021, we received an intimation issued from the Office of the Commissioner of GST Audit Gurugram for conducting service tax audit from fiscal Years 2015-16 to 2017-18. The required information has been submitted to the concerned authorities.
For example, using our platform, B2B customers are able to explore and book their subsequent leisure travel through Yatra, potentially benefiting from our eCash program that rewards them for doing so. 54 Table of Contents Our website and mobile applications provide the following capabilities: ● Exploring & Searching: Our web and mobile platforms enable customers to explore and search flights, hotels, holiday packages, buses, trains, and activities.
For example, using our platform, B2B customers are able to explore and book their subsequent leisure travel through Yatra, potentially benefiting from our eCash program that rewards them for doing so. 47 Table of Contents Our website and mobile applications provide the following capabilities: ● Exploring & Searching: Our web and mobile platforms enable customers to explore and search flights, hotels, holiday packages, buses, trains, and activities.
Additionally, since October 2020, we have been offering freight forwarding services to our existing corporate customer base further demonstrating cross-sell opportunities within our platform. 68 Table of Contents Leverage our Existing Travel agent Network in Tier 2 and Tier 3 Cities We will continue to invest in branding and services targeting Tier 2 and Tier 3 markets which, we believe, currently have lower online penetration levels for travel.
Additionally, since October 2020, we have been offering freight forwarding services to our existing corporate customer base further demonstrating cross-sell opportunities within our platform. 62 Table of Contents Leverage our Existing Travel agent Network in Tier 2 and Tier 3 Cities We will continue to invest in branding and services targeting Tier 2 and Tier 3 markets which, we believe, currently have lower online penetration levels for travel.
A final order yet to be received from the authorities. 83 Table of Contents Tax Matters Relating to Yatra for Business Private Limited (formerly known as Air Travel Bureau Private Limited) Assessment Year 2018-19 In September 2019, we were issued a notice by the Indian income tax authorities for scrutiny, and we were requested to furnish information electronically on or before September 26, 2019.
A final order yet to be received from the authorities. 80 Table of Contents Tax Matters Relating to Yatra for Business Private Limited (formerly known as Air Travel Bureau Private Limited) Assessment Year 2018-19 In September 2019, we were issued a notice by the Indian income tax authorities for scrutiny, and we were requested to furnish information electronically on or before September 26, 2019.
Organizational Structure The following diagram illustrates our corporate structure and the place of formation and ownership interest of each of our significant subsidiaries: Organization Structure as on March 31, 2024 * Certain Terrapin Acquisition Corp.’s founder stockholders own Class F shares in Yatra Online and have an exchange right to acquire ordinary shares of Yatra Online. ** Public Shareholders hold 35.539% of outstanding Equity Shares of Yatra India.
Organizational Structure The following diagram illustrates our corporate structure and the place of formation and ownership interest of each of our significant subsidiaries: Organization Structure as on March 31, 2025 * Certain Terrapin Acquisition Corp.’s founder stockholders own Class F shares in Yatra Online and have an exchange right to acquire ordinary shares of Yatra Online. ** Public Shareholders hold 35.539% of outstanding Equity Shares of Yatra India.
Our products and services are organized primarily in the following segments: (i) airline tickets, which consists of the sale of airline tickets as well as airline tickets sold as part of the holiday packages; (ii) hotels and holiday packages, which consists of standalone sales of hotel rooms as well as travel packages (which may include hotel rooms, cruises, travel insurance and visa processing); and (iii) other services, which consists of rail tickets, bus tickets, taxi rentals and ancillary value added services such as travel insurance, visa processing and tickets for activities and attractions.
Our products and services are organized primarily in the following segments: (i) airline tickets, which consists of the sale of airline tickets as well as airline tickets sold as part of the holiday packages; (ii) hotels and holiday packages (including MICE), which consists of standalone sales of hotel rooms as well as travel packages (which may include hotel rooms, cruises, travel insurance and visa processing); and (iii) other services, which consists of rail tickets, bus tickets, taxi rentals and ancillary value added services such as travel insurance, visa processing and tickets for activities and attractions.
In fiscal year 2024, more than 1.7 million standalone hotel room-nights were booked through our platforms. Contracting with hotels is done by a dedicated team that is responsible for onboarding listed properties as well as negotiating rates and promotions. Hotels can also self-manage their rates, inventories, promotions, and margins using our extranet (mobile and web versions).
In fiscal year 2025, more than 1.7 million standalone hotel room-nights were booked through our platforms. Contracting with hotels is done by a dedicated team that is responsible for onboarding listed properties as well as negotiating rates and promotions. Hotels can also self-manage their rates, inventories, promotions, and margins using our extranet (mobile and web versions).
Such changes may require us to make changes to our business in order to comply with Indian law. 73 Table of Contents The Companies Act contains significant changes to Indian company law, including in relation to the issuance of capital by companies, related party transactions, corporate governance, audit matters, shareholder class actions and restrictions on the number of layers of subsidiaries and corporate social responsibility spending.
Such changes may require us to make changes to our business in order to comply with Indian law. 67 Table of Contents The Companies Act contains significant changes to Indian company law, including in relation to the issuance of capital by companies, related party transactions, corporate governance, audit matters, shareholder class actions and restrictions on the number of layers of subsidiaries and corporate social responsibility spending.
This platform includes vendor management, seller-buyer-user communication service, provision of content, inventory and pricing management and product life cycle management services. 70 Table of Contents Security We accept all major credit, debit cards and other payment instruments, including mobile wallets. PaySwift is a homegrown payment engine to ensure payments are safe and secure.
This platform includes vendor management, seller-buyer-user communication service, provision of content, inventory and pricing management and product life cycle management services. 64 Table of Contents Security We accept all major credit, debit cards and other payment instruments, including mobile wallets. PaySwift is a homegrown payment engine to ensure payments are safe and secure.
We have approximately 166 employees in customer service, including supervisors, sales representatives, quality assurance and process control teams. There is a four-week induction and training program for our employees, which is managed by our in-house training team. Central to the customer experience, our customer contact centers are closely aligned to the business and are equipped to meet all customer needs.
We have approximately 140 employees in customer service, including supervisors, sales representatives, quality assurance and process control teams. There is a four-week induction and training program for our employees, which is managed by our in-house training team. Central to the customer experience, our customer contact centers are closely aligned to the business and are equipped to meet all customer needs.
We are PCI-DSS 3.2 compliant with VeriSign secure certification. We follow a two-factor authentication mechanism with the security features of the applicable card. Our critical data security practices include credit card data protection in a separate VLAN accessible only through authenticated APIs and are in an encrypted storage with the key broken into two different systems.
We are PCI-DSS 3.2 compliant with SISA secure certification. We follow a two-factor authentication mechanism with the security features of the applicable card. Our critical data security practices include credit card data protection in a separate VLAN accessible only through authenticated APIs and are in an encrypted storage with the key broken into two different systems.
Our eCash program was launched in 2014 to reward customers for repeat purchases. Since its inception, approximately seven million customers have registered for our eCash program as of March 31, 2024. Customers accumulate eCash points on travel booked through us, and these points work as a currency that can be redeemed by customers during future bookings.
Our eCash program was launched in 2014 to reward customers for repeat purchases. Since its inception, approximately seven million customers have registered for our eCash program as of March 31, 2025. Customers accumulate eCash points on travel booked through us, and these points work as a currency that can be redeemed by customers during future bookings.
Hoteliers also have an option to access the extranet via a Channel Manager API, an interface that lets hoteliers connect their software application to our extranet. 69 Table of Contents Freight Forwarding Business In October 2020, we launched a new end-to-end freight forwarding business our “Freight Forwarding Business,” which connects companies with multi-modal logistics options.
Hoteliers also have an option to access the extranet via a Channel Manager API, an interface that lets hoteliers connect their software application to our extranet. 63 Table of Contents Freight Forwarding Business In October 2020, we launched a new end-to-end freight forwarding business our “Freight Forwarding Business,” which connects companies with multi-modal logistics options.
In accordance with the provisions of the IBC, Ezeego filed a Company Petition seeking initiation of Corporate Insolvency Resolution Process against TSI Yatra before the National Company Law Tribunal, New Delhi (“NCLT”), for a default amounting to INR 219.77 million (including interest till date of filing). TSI Yatra has filed its response disputing the claims.
In accordance with the provisions of the IBC, Ezeego filed a Company Petition seeking initiation of Corporate Insolvency Resolution Process against TSI Yatra before the National Company Law Tribunal, New Delhi (“NCLT”), for a default amounting to INR 219.77 million (including interest till date of filing). TSI Yatra had filed its response disputing the claims.
Our technology platform has been designed to deliver a high level of reliability, security, scalability, integration and innovation. 1. Data for the 12 months ended March 31, 2024, for flagship brand yatra.com only and excludes data from B2B businesses. 2. Cumulative as of March 31, 2024; does not include data for B2B businesses. 3.
Our technology platform has been designed to deliver a high level of reliability, security, scalability, integration and innovation. 1. Data for the 12 months ended March 31, 2025, for flagship brand yatra.com only and excludes data from B2B businesses. 2. Cumulative as of March 31, 2025; does not include data for B2B businesses. 3.
Subsequent to these proceedings, the Commissioner of Service Tax levied a demand for INR 237.6 million in service tax, accompanied by an equal penalty and additional interest at a specified rate. In response, we lodged an appeal against this order with the Customs, Excise, and Service Tax Appellate Tribunal (CESTAT) in January 2017.
Subsequent to these proceedings, the Commissioner of Service Tax levied a demand for INR 237.6 million in service tax, accompanied by an equal penalty and additional interest at a specified rate. In response, we lodged an appeal against this order with the Customs, Excise, and Service Tax Appellate Tribunal (“CESTAT”) in January 2017.
The Assessment order is still pending from the concerned authorities. In January 2022, we have received assessment order dated Sep 17, 2021, towards recovery of demand. A demand of INR 74.40 million was raised and we submitted our reply on January 09, 2022. We also filed an appeal against the matter in CIT(A) in February 2022.
The Assessment order is still pending from the concerned authorities. In January 2022, we have received assessment order dated Sep 17, 2021, towards recovery of demand. A demand of INR 74.40 million was raised and we submitted our reply on January 9, 2022. We also filed an appeal against the matter in CIT(A) in February 2022.
Approximate count as of March 31, 2024. We define a “visit” as a group of interactions on our platform that occur within a 30-minute time frame. A single visit can contain multiple screen or page views, events, and transactions. We use “traffic” and “visits” interchangeably in this Annual Report.
Approximate count as of March 31, 2025. We define a “visit” as a group of interactions on our platform that occur within a 30-minute time frame. A single visit can contain multiple screen or page views, events, and transactions. We use “traffic” and “visits” interchangeably in this Annual Report.
Further, our travel agents’ network allows us to expand our footprint and distribution network in India in a cost-effective manner. 57 Table of Contents Marketing and Brand Awareness We believe our online and offline marketing strategies increase our brand awareness, drive potential customers to our platforms and improve the rate at which visitors become customers.
Further, our travel agents’ network allows us to expand our footprint and distribution network in India in a cost-effective manner. 51 Table of Contents Marketing and Brand Awareness We believe our online and offline marketing strategies increase our brand awareness, drive potential customers to our platforms and improve the rate at which visitors become customers.
In order to provide customized product and services to customers, our data analytics also focuses on the customer’s individual taste and travel priorities. 66 Table of Contents Seasoned Management Team with Track Record of Success We are a professionally managed company established by seasoned travel professionals.
In order to provide customized product and services to customers, our data analytics also focuses on the customer’s individual taste and travel priorities. 60 Table of Contents Seasoned Management Team with Track Record of Success We are a professionally managed company established by seasoned travel professionals.
The growth of peer-to-peer inventory sources could affect the demand for our services in facilitating reservations at hotels. 71 Table of Contents In addition, many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications.
The growth of peer-to-peer inventory sources could affect the demand for our services in facilitating reservations at hotels. 65 Table of Contents In addition, many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications.
Yatra India was incorporated as a private company with limited liability on December 28, 2005 and subsequently became a public company on November 17, 2021 and subsequently was listed on the NSE and BSE on September 28, 2023. Yatra India is a leading online travel company in India, addressing the needs of both leisure and business travelers.
Yatra India was incorporated as a private company with limited liability on December 28, 2005 and subsequently became a public company on November 11, 2021 and subsequently was listed on the NSE and BSE on September 28, 2023. Yatra India is a leading online travel company in India, addressing the needs of both leisure and business travelers.
The matter has not yet been scheduled for hearing. 76 Table of Contents We received a similar notice for the period April 2015-June 2017. The aggregate value of concern in the show cause notice is approximately INR 148.1 million (excluding interest and penalties).
The matter has not yet been scheduled for hearing. 69 Table of Contents We received a similar notice for the period April 2015-June 2017. The aggregate value of concern in the show cause notice is approximately INR 148.1 million (excluding interest and penalties).
We have moved towards a “Mobile First” business and have experienced rapid user growth on our platform with mobile being the primary channel for customers to engage with us. During the fiscal year 2024, our web and mobile properties received approximately 140 million visits.
We have moved towards a “Mobile First” business and have experienced rapid user growth on our platform with mobile being the primary channel for customers to engage with us. During the fiscal year 2024, our web and mobile properties received approximately 106 million visits.
We tend to experience higher revenues from our hotels and packages business, or “Hotels and Packages Business,” in the second and fourth calendar quarters of each calendar year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India.
We tend to experience higher revenues from our hotels and packages business, or “Hotels and Packages Business (including MICE),” in the second and fourth calendar quarters of each calendar year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India.
We have multiple applications for a variety of consumer segments and services including: ● Yatra: Our primary mobile interface to our core platform, which has been downloaded approximately 28 million times. ● ● Yatra Corporate: A self-booking application for our business customers.
We have multiple applications for a variety of consumer segments and services including: ● Yatra: Our primary mobile interface to our core platform, which has been downloaded approximately 21 million times. ● Yatra Corporate: A self-booking application for our business customers.
To further strengthen the brand, we have, from time to time, signed up some of India’s leading celebrities as our brand ambassadors in the past. The strength of our brand has increased significantly over the years. Our mobile applications have been downloaded approximately 28 million times.
To further strengthen the brand, we have, from time to time, signed up some of India’s leading celebrities as our brand ambassadors in the past. The strength of our brand has increased significantly over the years. Our mobile applications have been downloaded approximately 21 million times.
On January 16, 2018, we filed 1 letter with the Additional Commissioner CGST requesting to complete the inquiry. 79 Table of Contents On December 24, 2018, we received a notice from the Superintendent CGST scheduling a personal hearing with the Joint Commissioner CGST on January 8, 2019.
On January 16, 2018, we filed 1 letter with the Additional Commissioner CGST requesting to complete the inquiry. 73 Table of Contents On December 24, 2018, we received a notice from the Superintendent CGST scheduling a personal hearing with the Joint Commissioner CGST on January 8, 2019.
The department has initiated the proceedings under section 272A(2)(g). On March 27, 2023, the department has issued the penalty order in continuation to the above proceeding under section 272A(2)(g). Against the above order, TSI has made the reply on November 1, 2023. However, the response made by TSI is not acceptable to the department.
On March 27, 2023, the department has issued the penalty order in continuation to the above proceeding under section 272A(2)(g). Against the above order, TSI has made the reply on November 1, 2023. However, the response made by TSI is not acceptable to the department.
Additional sources of competition include large companies that offer online travel services as one part of their business model, such as Alibaba Group Holding Ltd, as well as “daily deal” websites, such as Groupon, Inc.’s Getaways, or peer-to-peer inventory sources, such as Airbnb Inc., HomeAway.com and Oravel Stays Ltd. which provide home and apartment rentals as an alternative to hotel rooms.
Additional sources of competition include large companies that offer online travel services as one part of their business model, such as Alibaba Group Holding Ltd, as well as “daily deal” websites, or peer-to-peer inventory sources, such as Airbnb Inc., HomeAway.com and Oravel Stays Ltd. which provide home and apartment rentals as an alternative to hotel rooms.
We are India’s largest corporate travel services provider and one of the largest online travel company in India among key OTA players in terms of gross booking revenue and operating revenue, for fiscal year 2023. (Source: CRISIL Report).
We are India’s largest corporate travel services provider and one of the largest online travel companies in India among key OTA players in terms of gross booking revenue and operating revenue, for fiscal year 2023. (Source: CRISIL Report).
As of March 31, 2024, we had approximately seven million eCash registered users on our platform. In-house Advanced Technology Infrastructure . We have a dedicated in-house technology team focused on developing a secure, advanced, and scalable technology infrastructure and software.
As of March 31, 2025, we had approximately seven million eCash registered users on our platform. In-house Advanced Technology Infrastructure . We have a dedicated in-house technology team focused on developing a secure, advanced, and scalable technology infrastructure and software.
Competition The Indian travel industry is highly competitive. Our success depends upon our ability to compete effectively against numerous established and emerging competitors, including other online travel agencies, traditional offline travel companies, travel research companies, payment wallets, search engines and meta search companies, both in India and abroad, such as Agoda Company Pte.
Competition The Indian travel industry is highly competitive. Our success depends upon our ability to compete effectively against numerous established and emerging competitors, including other online travel agencies, traditional offline travel companies, travel research companies, payment wallets, search engines, artificial intelligence chatbots, and meta search companies, both in India and abroad, such as Agoda Company Pte.
We believe Yatra India is India’s largest independent corporate travel services provider and the second largest consumer online travel company in India (based on management’s analysis of publicly available information), with approximately 15 million travelers that have booked their travel through us as of March 31, 2024.
We believe Yatra India is India’s largest independent corporate travel services provider and the second largest consumer online travel company in India (based on management’s analysis of publicly available information), with approximately 15.6 million travelers that have booked their travel through us as of March 31, 2025.
Yatra India and its subsidiaries have registered the primary domain names, namely www.yatra.com , www.yatra.in , www.tsi-yatra.com and www.travelguru.com , and have full legal rights over these domain names for the period for which such domain names are registered.
Yatra India and its subsidiaries have registered the primary domain names, namely www.yatra.com , www.yatra.in , www.tsi-yatra.com , www.globeindia.in , www.tripsolutions.com , and www.travelguru.com , and have full legal rights over these domain names for the period for which such domain names are registered.
The consolidated foreign direct investment policy, or FDI Policy, issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India and the Foreign Exchange Management Act, 1999, as amended, and the regulations framed thereunder, or FEMA, have certain requirements with respect to downstream investments by Indian companies that are owned or controlled by foreign entities and with respect to the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners.
The FDI Policy issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India and the Foreign Exchange Management Act, 1999, as amended, and the regulations framed thereunder (“FEMA”) have certain requirements with respect to downstream investments by Indian companies that are owned or controlled by foreign entities and with respect to the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners.
These include domestic carriers such as Air India, Air India Express, Akasa Air, IndiGo, SpiceJet, Vistara, Alliance Air, and international airlines such as Air France-KLM, British Airways, Emirates, Etihad Airways, Lufthansa, Malaysia Airlines, Singapore Airlines, Thai Airways and Qatar Airways, etc. Our airline ticketing business provides comprehensive information and options to consumers.
These include domestic carriers such as Air India, Air India Express, Akasa Air, IndiGo, SpiceJet, Vistara (now merged with Air India), Alliance Air, and international airlines such as Air France-KLM, British Airways, Emirates, Etihad Airways, Lufthansa, Malaysia Airlines, Singapore Airlines, Thai Airways and Qatar Airways, etc. Our airline ticketing business provides comprehensive information and options to consumers.
Early Hearing petition was heard on April 05, 2024 and the matter has been listed for final hearing on April 29, 2024 The case has now been adjourned to June 10, 2024, due to ongoing election.
Early Hearing petition was heard on April 5, 2024 and the matter has been listed for final hearing on April 29, 2024 The case has now been adjourned to June 10, 2024, due to ongoing election.
We have since furnished the requested details and are currently awaiting further communication from the department. 81 Table of Contents Assessment Year 2018-19 In March 2021, the Income Tax Authorities issued us a notice under section 142(1) requesting details and clarification on a “share based payment expense” totaling INR 9.3 million. We promptly provided the requested response.
We have since furnished the requested details and are currently awaiting further communication from the department. Assessment Year 2018-19 In March 2021, the Income Tax Authorities issued us a notice under section 142(1) requesting details and clarification on a “share based payment expense” totaling INR 9.3 million. We promptly provided the requested response.
Our eCash loyalty program acts as a surrogate and fills the loyalty gap that exists across product categories such as air travel and hotels in the travel market in India. We currently have over approximately seven million eCash registered users on our platform. During fiscal year 2024, approximately 93%% of our customers’ visits have been from direct and organic traffic.
Our eCash loyalty program acts as a surrogate and fills the loyalty gap that exists across product categories such as air travel and hotels in the travel market in India. We currently have over approximately seven million eCash registered users on our platform. During fiscal year 2025, approximately 81% of our customers’ visits have been from direct and organic traffic.
Unless otherwise specifically stated, the market and industry information and statistics included in the below description of our business is as of March 31, 2024. 53 Table of Contents Our Approach We believe India is one of the world’s largest and fastest growing economies, with a large middle class, increasing disposable income and a rapidly growing online consumer segment.
Unless otherwise specifically stated, the market and industry information and statistics included in the below description of our business is as of March 31, 2025. 46 Table of Contents Our Approach We believe India is one of the world’s largest and fastest growing economies, with a large middle class, increasing disposable income and a rapidly growing online consumer segment.
As of March 31, 2024, our technology team included 126 employees with technology backgrounds and with domain expertise focused on evolving technologies focused on our various product and service verticals. Since the start of the pandemic in March 2020, we have enhanced our automation capabilities to largely automate our post-booking engine to allow amendment, cancellation, and refund of bookings.
As of March 31, 2025, our technology team included 147 employees with technology backgrounds and with domain expertise focused on evolving technologies focused on our various product and service verticals. Since the start of the pandemic in March 2020, we have enhanced our automation capabilities to largely automate our post-booking engine to allow amendment, cancellation, and refund of bookings.
Yatra India has obtained registration from Ministry of Tourism to act as Domestic Tour Operator and Inbound Tour Operator which are valid until May 7, 2024, and May 7, 2024, respectively. Yatra India is also accredited with the International Air Transport Registration which is valid for 2024.
Yatra India has obtained registration from Ministry of Tourism to act as Domestic Tour Operator and Inbound Tour Operator which are valid until May 7, 2029, and May 7, 2029, respectively. Yatra India is also accredited with the International Air Transport Registration which is valid for 2025.
We believe that our relations with our employees are good. As of March 31, 2024, we employed 99 temporary and contractual employees. Insurance We maintain and annually renew insurance for losses (but not business interruption) arising from fire, burglary as well as terrorist activities for our corporate office at Gurgaon, India, as well as for our various offices in India.
We believe that our relations with our employees are good. As of March 31, 2025, we employed 253 temporary and contractual employees. Insurance We maintain and annually renew insurance for losses (but not business interruption) arising from fire, burglary as well as terrorist activities for our corporate office at Gurgaon, India, as well as for our various offices in India.
India’s GDP growth is expected to come in at 7.2% in fiscal year 2024 from 8.2% in fiscal year 2023 up from 7% in fiscal year 2022. In order to effectively grow our business and serve the various segments of India’s growing middle class, we operate through two go-to-market strategies: B2C and B2B.
India’s GDP growth is expected to come in at 6.5% in fiscal year 2025 from 8.2% in fiscal year 2024 up from 7% in fiscal year 2023. In order to effectively grow our business and serve the various segments of India’s growing middle class, we operate through two go-to-market strategies: B2C and B2B.
We have developed streamlined software across our distribution channels, which provides us with multiple points of contact for marketing additional travel products and services to existing customers. 64 Table of Contents Large and Loyal Customer Base We have served approximately 15 million cumulative travel customers as of March 31, 2024, with approximately half of them having signed up for our eCash loyalty program.
We have developed streamlined software across our distribution channels, which provides us with multiple points of contact for marketing additional travel products and services to existing customers. 58 Table of Contents Large and Loyal Customer Base We have served approximately 15.6 million cumulative travel customers as of March 31, 2025, with approximately half of them having signed up for our eCash loyalty program.
As we look towards digitizing the logistics space, our corporate travel relationships with both airline and enterprise executive management, together with our technology capabilities, give us a significant head start. As on March 31, 2024, we have a team of approximately 60 seasoned freight and logistics industry professionals.
As we look towards digitizing the logistics space, our corporate travel relationships with both airline and enterprise executive management, together with our technology capabilities, give us a significant head start. As on March 31, 2025, we have a team of approximately 41 seasoned freight and logistics industry professionals.
Additionally, airline suppliers are increasingly promoting hotel supply on their websites in connection with airline tickets. If we are unable to compete effectively with travel supplier related channels or other competitors, our business and results of operations may be adversely affected. We also face increasing competition from widely used search engines, including Google, Bing and Yahoo!.
Additionally, airline suppliers are increasingly promoting hotel supply on their websites in connection with airline tickets. If we are unable to compete effectively with travel supplier related channels or other competitors, our business and results of operations may be adversely affected. We also face increasing competition from widely used search engines, such as Google.
Accordingly, the department has only alleged for a tax demand amounting to INR 14.7m Subsequently, the company has received DRC07 on 31.12.2023 with the final liability of 0.53m excluding interest. The company has filed an appeal against the order in the month of May-2024.
Accordingly, the department has only alleged for a tax demand amounting to INR 14.7m Subsequently, the company has received DRC07 on December 31, 2023 with the final liability of 0.53m excluding interest. The company has filed an appeal against the order in the month of Mar-2024.
Service Tax Show Cause and Demand Notice-Fiscal Years 2005-12 In November 2011, pursuant to an audit conducted by the service tax authorities, we received a notice from the service tax authorities for the period October 2005- September 2010 in respect of certain matters which relate to the travel industry and involve a complex interpretation of Indian laws.
No further notice or query received from officer Service Tax Show Cause and Demand Notice-Fiscal Years 2005-12 In November 2011, pursuant to an audit conducted by the service tax authorities, we received a notice from the service tax authorities for the period October 2005- September 2010 in respect of certain matters which relate to the travel industry and involve a complex interpretation of Indian laws.
(1) Management estimates, as of March 31, 2024. (2) Includes approximately 4,800 homestay accommodations. (3) Premium hotels include 4- and 5-star accommodations, mid-segment hotels include 3-star accommodations and budget hotels include all other accommodations (including homestay accommodations). Holiday Packages Our holiday packages offerings consist of both fixed departure and customized holiday packages.
(1) Management estimates, as of March 31, 2025. (2) Includes approximately 3,568 homestay accommodations. (3) Premium hotels include 4- and 5-star accommodations, mid-segment hotels include 3-star accommodations and budget hotels include all other accommodations (including homestay accommodations). Holiday Packages Our holiday packages offerings consist of both fixed departure and customized holiday packages.
The strength of the brand is reflected in the fact that over 93% of our total traffic has come from direct and organic traffic (which are visitors who enter our website through unpaid search results without any intermediary) for fiscal year 2024.
The strength of the brand is reflected in the fact that over 81% of our total traffic has come from direct and organic traffic (which are visitors who enter our website through unpaid search results without any intermediary) for fiscal year 2025.
The following month, in October 2017, the tax authorities sent another notice pertaining to the 2016-17 assessment year. This notice imposed a penalty of INR 0.76 million for our failure to withhold taxes. A hearing was scheduled for October 24, 2017, during which we were instructed to provide additional information.
We promptly complied and submitted the necessary information. The following month, in October 2017, the tax authorities sent another notice pertaining to the 2016-17 assessment year. This notice imposed a penalty of INR 0.76 million for our failure to withhold taxes. A hearing was scheduled for October 24, 2017, during which we were instructed to provide additional information.
Our websites, and mobile applications have been designed to provide customers with flexibility in choosing travel options. We recorded a booking success rate of 97.8% on our websites and mobile applications in the B2C channel for domestic transactions in fiscal year 2024.
Our websites, and mobile applications have been designed to provide customers with flexibility in choosing travel options. We recorded a booking success rate of 97.3% on our websites and mobile applications in the B2C channel for domestic transactions in fiscal year 2025.
We believe India is one of the world’s largest and fastest growing economies, with a large middle class, increasing disposable income and a rapidly growing online consumer segment. As per the Reserve Bank of India, India’s GDP growth came in at 8.2% for fiscal year 2024 versus 7% in fiscal year 2023.
We believe India is one of the world’s largest and fastest growing economies, with a large middle class, increasing disposable income and a rapidly growing online consumer segment. As per the Reserve Bank of India, India’s GDP growth came in at 6.5% for fiscal year 2025 versus 8.2% in fiscal year 2024.
Since the launch of our mobile apps, we have experienced rapid growth in the traffic on our mobile platforms and as of fiscal year 2024, our mobile platforms accounted for approximately 79% of our total consumer visits. (1) Data for flagship brand Yatra.com only.
Since the launch of our mobile apps, we have experienced rapid growth in the traffic on our mobile platforms and as of fiscal year 2025, our mobile platforms accounted for approximately 78% of our total consumer visits. (1) Data for flagship brand Yatra.com only.
Outside of India we have leased an office in Singapore, United States and Dubai. 86 Table of Contents
Outside of India we have leased an office in Singapore, United States and Dubai. 84 Table of Contents
Our presence in online social media enables us to grow and maintain engagement with our targeted customers. Our advertising and sales promotion expenses accounted for 61.0% of our Adjusted Margin in Fiscal 2024. Our marketing programs and initiatives also include promotional, seasonal, festival and event related offers including certain women centric marketing campaigns that we have introduced recently.
Our presence in online social media enables us to grow and maintain engagement with our targeted customers. Our advertising and sales promotion expenses accounted for 45.8% of our Adjusted Margin in Fiscal 2025. Our marketing programs and initiatives also include promotional, seasonal, festival and event related offers including certain women centric marketing campaigns that we have introduced recently.
Hotels We have a hotel network of approximately 108,800 hotels and approximately 1.7 million hotel room-nights were booked through our platforms in fiscal year 2024. We have a team responsible for supply side contracting, onboarding listed properties, and demand generation. We also have an extranet portal that hoteliers use to access and manage their inventory, rates, and promotions.
Hotels We have a hotel network of approximately 80,685 hotels and approximately 1.7 million hotel room-nights were booked through our platforms in fiscal year 2025. We have a team responsible for supply side contracting, onboarding listed properties, and demand generation. We also have an extranet portal that hoteliers use to access and manage their inventory, rates, and promotions.
We are India’s largest independent corporate travel services provider and the second largest consumer online travel company in India ( based on management’s analysis of publicly available information), with approximately 15 million travelers that have booked their travel through us as of March 31, 2024.
We are India’s largest independent corporate travel services provider and the one of the largest consumer online travel company in India ( based on management’s analysis of publicly available information), with approximately 15.6 million travelers that have booked their travel through us as of March 31, 2025.
We have the largest number of hotel and accommodation tie-ups amongst key OTA players of over 2,305,097 tie-ups, as of March 31, 2024. Leisure and business travelers use our mobile applications, our website, www.yatra.com , and our other offerings and services to explore, research, compare prices and book a wide range of travel-related services.
We have the largest number of hotel and accommodation tie-ups amongst key OTA players of over 2,650,775 tie-ups, as of March 31, 2025. Leisure and business travelers use our mobile applications, our website, www.yatra.com , and our other offerings and services to explore, research, compare prices and book a wide range of travel-related services.
These include domestic carriers such as Air Asia, Air India, Air India Express, Go First, IndiGo, SpiceJet, Vistara, and international airlines such as Air France-KLM, British Airways, Emirates, Etihad Airways, Lufthansa, Malaysia Airlines, Singapore Airlines, Thai Airways and Qatar Airways, etc.
These include domestic carriers such as Air Asia, Air India, Air India Express, Go First, IndiGo, SpiceJet, Vistara (now merged with Airl India), and international airlines such as Air France-KLM, British Airways, Emirates, Etihad Airways, Lufthansa, Malaysia Airlines, Singapore Airlines, Thai Airways and Qatar Airways, etc.
Our mobile applications have been downloaded approximately 28 million times as of March 31, 2024. 52 Table of Contents Based on our large and loyal customer base, our comprehensive service offerings, our experienced management team and our multi-channel strategy, we believe that we are well-positioned to capitalize on the burgeoning Indian travel market.
Our mobile applications have been downloaded approximately 21 million times as of March 31, 2025. 45 Table of Contents Based on our large and loyal customer base, our comprehensive service offerings, our experienced management team and our multi-channel strategy, we believe that we are well-positioned to capitalize on the burgeoning Indian travel market.
We have the largest inventory of domestic hotels in India with approximately 108,800 properties on our platform and we act as a supplier to some of the largest global and domestic online travel and corporate travel management companies.
We have the largest inventory of domestic hotels in India with approximately 80,685 properties on our platform and we act as a supplier to some of the largest global and domestic online travel and corporate travel management companies.
We have filed responses to objections raised by the Registry of Trademarks to certain of these applications. We have also filed oppositions with the Registry of Trademarks against certain trademarks in pursuance of the protection of our trademarks. Employees As of March 31, 2024, we had 1,268 employees.
We have filed responses to objections raised by the Registry of Trademarks to certain of these applications. We have also filed oppositions with the Registry of Trademarks against certain trademarks in pursuance of the protection of our trademarks. Employees As of March 31, 2025, we had 1,452 employees.
In addition, we also earn revenue from convenience fee, cancellation service charges, rescheduling charges, and advertisement revenue that we may charge along with the travel booking. 59 Table of Contents During the year ended March 31, 2024, air passengers booked increased by 24% year over year and air gross bookings increased by 15% over the same period.
In addition, we also earn revenue from convenience fee, cancellation service charges, rescheduling charges, and advertisement revenue that we may charge along with the travel booking. 53 Table of Contents During the year ended March 31, 2025, air passengers booked declined by 24% year over year and air gross bookings declined by 15% over the same period.
We have a wide network of travel agents of approximately 53,340 travel agents registered with us across almost all major cities in India, as of March 31, 2024. The travel agents registered with us can access our websites enabling them to sell our full portfolio of travel products and services to their customers.
We have a wide network of travel agents of approximately 55,312 travel agents registered with us across almost all major cities in India, as of March 31, 2025. The travel agents registered with us can access our websites enabling them to sell our full portfolio of travel products and services to their customers.
Assessment Year 2018-19 In March 2020, Tax assessment intimation under section 143(1) of Income Tax Act, 1961 was issued without any addition. The tax scrutiny is not completed. Assessment Year 2020-21 In February 2024, the Income Tax department issued a notice for proceeding u/s 201 for TDS matters.
Tax Matters Relating to Yatra India Assessment Year 2018-19 In March 2020, Tax assessment intimation under section 143(1) of Income Tax Act, 1961 was issued without any addition. The tax scrutiny is not completed. 68 Table of Contents Assessment Year 2020-21 In February 2024, the Income Tax department issued a notice for proceeding u/s 201 for TDS matters.
We are the leading corporate travel service provider in India with 849 large corporate customers and approximately 56,125 registered small and medium-sized (“SME”) customers as of March 31, 2024 and one of the largest consumer online travel companies (“OTC”) in the country in terms of gross booking revenue for fiscal year 2023 (Source: CRISIL Report). 51 Table of Contents To address this large market opportunity and drive the growth of our consumer business, which is our key focus, we operate through two go-to-market strategies: business to consumer (“B2C”) and business to business (“B2B”) which includes business-to-enterprise and business-to-agents.
We are the leading corporate travel service provider in India with over 1,300 large corporate customers and approximately 58,983 registered small and medium-sized (“SME”) customers as of March 31, 2025 and one of the largest consumer online travel companies (“OTC”) in the country in terms of gross booking revenue for fiscal year 2023 (Source: CRISIL Report). 44 Table of Contents To address this large market opportunity and drive the growth of our consumer business, which is our key focus, we operate through two go-to-market strategies: business to consumer (“B2C”) and business to business (“B2B”) which includes business-to-enterprise and business-to-agents.
To ensure that our service is truly a “one-stop shop” for travelers, we also provide our customers with access to approximately 803 holiday packages and more than 1,484 other activities such as tours, sightseeing, shows and events.
To ensure that our service is truly a “one-stop shop” for travelers, we also provide our customers with access to approximately 887 holiday packages and more than 2,993 other activities such as tours, sightseeing, shows and events.
Based on the above grounds of appeal, the company has good merits and it’s more likely that the case will be decided in the favor of the company. 85 Table of Contents C.
Based on the above grounds of appeal, the company has good merits and it’s more likely that the case will be decided in the favor of the company.
We have aggregated a comprehensive travel-related inventory in India, which includes access to all major domestic and international airlines operating within India [Source: Industry Report] and a hotel network that includes approximately 108,800 domestic hotels and approximately 1,506 cities in India.
We have aggregated a comprehensive travel-related inventory in India, which includes access to all major domestic and international airlines operating within India [Source: Industry Report] and a hotel network that includes approximately 80,685 domestic hotels and approximately 1,497 cities in India.
However, the scheduled hearing for August 9, 2019 was postponed. While the CESTAT Chandigarh bench planned to convene in January 2020, the agenda remains unreleased to the public, and we await further updates on the next hearing.
However, the scheduled hearing for August 9, 2019 was postponed. While the CESTAT Chandigarh bench planned to convene in January 2020, the agenda remains unreleased to the public, and we await further updates on the next hearing. The matter was heard in April 2024 and later on August 21, 2024.
Our websites have been designed to provide a user-friendly experience to customers and is reviewed and upgraded from time to time. 56 Table of Contents Mobile Applications Our mobile applications have been downloaded approximately 28 million times, as of March 31, 2024.
Our websites have been designed to provide a user-friendly experience to customers and is reviewed and upgraded from time to time. 50 Table of Contents Mobile Applications Our mobile applications have been downloaded approximately 21 million times, as of March 31, 2025.
We incur marketing and sales promotion expenses associated with customer inducement and acquisition programs, including cash incentives and loyalty program incentive promotions, which are detailed below: Year ended March 31 Description 2022 2023 2024 (amounts in thousands) INR INR INR Customer inducement and acquisition costs^ 1,313,621 2,842,455 3,103,869 Marketing and sales promotion expenses^^ 124,147 336,472 459,935 Total 1,437,768 3,178,927 3,563,804 ^ Customer inducement and acquisition costs include costs for acquiring customers and promoting transactions across various booking platforms such as upfront cash incentives ^^ Marketing and sales promotion expenses include online, television, radio and print media advertisement costs as well as event driven promotion cost for the Group’s products and services 63 Table of Contents We have invested in developing and promoting our brand since our inception, using a combination of online, offline, cross-marketing, social media, and other marketing initiatives.
We incur marketing and sales promotion expenses associated with customer inducement and acquisition programs, including cash incentives and loyalty program incentive promotions, which are detailed below: Year ended March 31 Description 2023 2024 2025 (amounts in thousands) INR INR INR Customer inducement and acquisition costs^ 2,842,455 3,103,868 2,029,527 Marketing and sales promotion expenses^^ 336,472 459,935 430,106 Total 3,178,927 3,563,803 2,459,633 ^ Customer inducement and acquisition costs include costs for acquiring customers and promoting transactions across various booking platforms such as upfront cash incentives ^^ Marketing and sales promotion expenses include online, television, radio and print media advertisement costs as well as event driven promotion cost for the Group’s products and services 57 Table of Contents We have invested in developing and promoting our brand since our inception, using a combination of online, offline, cross-marketing, social media, and other marketing initiatives.

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We believe that Adjusted Margin provides investors with useful supplemental information about the financial performance of our business and more accurately reflects the value addition of the travel services that we provide to our customers.
We believe that Adjusted Margin provides investors with useful supplemental information about the financial performance of our business and more accurately reflects the value addition of the travel services that we provide to our customers.
We believe that Adjusted Margin provides investors with useful supplemental information about the financial performance of our business and more accurately reflects the value addition of the travel services that we provide to our customers.
We believe that Adjusted Margin provides investors with useful supplemental information about the financial performance of our business and more accurately reflects the value addition of the travel services that we provide to our customers.
A reportable segment is a component of our Company that engages in business activities from which it earns revenues and incurs expenses, including revenues and expenses that relate to transactions with any of our other components. Our reportable segments are: (1) Air Ticketing, (2) Hotels and Packages and (3) Other Services.
A reportable segment is a component of our Company that engages in business activities from which it earns revenues and incurs expenses, including revenues and expenses that relate to transactions with any of our other components. Our reportable segments are: (1) Air Ticketing, (2) Hotels and Packages (including MICE)and (3) Other Services.
Significant Judgments in Applying Accounting Policies In the process of applying our accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in our 2024 Consolidated Financial Statements: Determining the Lease Term of Contracts with Renewal and Termination Options-Group as Lessee The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
Significant Judgments in Applying Accounting Policies In the process of applying our accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in our 2025 Consolidated Financial Statements: Determining the Lease Term of Contracts with Renewal and Termination Options-Group as Lessee The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Company estimates variable considerations (i.e., incentives) to be included in the transaction price which are estimated at inception and are adjusted at the end of each reporting period as additional information becomes available only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The Company estimates variable considerations (i.e., incentives) to be included in the transaction price which are estimated at inception and are adjusted at the end of each reporting period as additional information becomes available only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The extent of the amount and timing of repayment/settlement is not reliably estimable or determinable at present and accordingly has not been disclosed in the table above. **** Lease liabilities relate to our leasing arrangements for our various office premises. 110 Table of Contents Quantitative and Qualitative Disclosures about Market Risk The Company’s activities are exposed to variety of financial risk such as credit risk, foreign currency risk and liquidity risk.
The extent of the amount and timing of repayment/settlement is not reliably estimable or determinable at present and accordingly has not been disclosed in the table above. **** Lease liabilities relate to our leasing arrangements for our various office premises. 107 Table of Contents Quantitative and Qualitative Disclosures about Market Risk The Company’s activities are exposed to variety of financial risk such as credit risk, foreign currency risk and liquidity risk.
Through our B2E offerings, we serve business customers, including leading organizations from India and around the world, that employ approximately 7 million people. We believe that our broad and diverse offerings provide us with considerable cross-selling opportunities to these potential B2C clients. In addition, in order to incentivize B2E customers to become B2C customers, we operate our eCash loyalty program.
Through our B2E offerings, we serve business customers, including leading organizations from India and around the world, that employ approximately 9 million people. We believe that our broad and diverse offerings provide us with considerable cross-selling opportunities to these potential B2C clients. In addition, in order to incentivize B2E customers to become B2C customers, we operate our eCash loyalty program.
The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our unaudited condensed consolidated financial results prepared in accordance with IFRS as issued by the IASB. Our Adjusted Margin may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. Our Adjusted Margin may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
Our Adjusted Margin may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation. ****Other Services consists of bus, rail bookings, cab, our Freight Business and other services 90 Table of Contents Factors Affecting Our Results of Operations Trends and Changes in the Indian Economy and Travel Industry.
Our Adjusted Margin may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation. ****Other Services consists of bus, rail bookings, cab, our Freight Business and other services 88 Table of Contents Factors Affecting Our Results of Operations Trends and Changes in the Indian Economy and Travel Industry.
To the extent we do not match competition in consumer promotions, we risk experiencing lower growth rates than those of our competitors, which could result in a change in our business mix and margins. 91 Table of Contents Cost Efficiently Attracting New B2C Customers Through the B2E Channel and Expansion of Customer Base.
To the extent we do not match competition in consumer promotions, we risk experiencing lower growth rates than those of our competitors, which could result in a change in our business mix and margins. 89 Table of Contents Cost Efficiently Attracting New B2C Customers Through the B2E Channel and Expansion of Customer Base.
The Group intends to adopt these Standards, if applicable, when they become effective. 111 Table of Contents Amendments to IAS 1, “Presentation of Financial Statements” regarding classification of liabilities as current or non-current In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current.
The Group intends to adopt these Standards, if applicable, when they become effective. 108 Table of Contents Amendments to IAS 1, “Presentation of Financial Statements” regarding classification of liabilities as current or non- current In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current.
As a result, travel agents selling airline tickets for low-cost airlines generally do not earn fees from GDSs. Changes in Our Business Mix and Net Margins. We generate revenue primarily through two main lines of business: (1) Air Ticketing Business and (2) Hotels and Packages Business.
As a result, travel agents selling airline tickets for low-cost airlines generally do not earn fees from GDSs. Changes in Our Business Mix and Net Margins. We generate revenue primarily through two main lines of business: (1) Air Ticketing Business and (2) Hotels and Packages Business (including MICE).
Consequently, our financial performance and the market price of our Ordinary Shares will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest, and other political, social and economic developments in or affecting India. 92 Table of Contents Impact of Changing Laws, Rules and Regulations in India.
Consequently, our financial performance and the market price of our Ordinary Shares will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest, and other political, social and economic developments in or affecting India. 90 Table of Contents Impact of Changing Laws, Rules and Regulations in India.
The presentation of these non-IFRS measures is not meant to be considered in isolation or as a substitute for our unaudited condensed consolidated financial results prepared in accordance with IFRS as issued by the IASB. These non-IFRS measures may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
The presentation of these non-IFRS measures is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. These non-IFRS measures may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
Our reportable segments are determined based on how our chief operating decision maker reviews our business, regularly assesses information, and evaluates performance for operating decision-making purposes, including allocation of resources. The chief operating decision maker for the Company is our chief executive officer. For further description of our segments, see Note 5 to our 2023 Consolidated Financial Statements.
Our reportable segments are determined based on how our chief operating decision maker reviews our business, regularly assesses information, and evaluates performance for operating decision-making purposes, including allocation of resources. The chief operating decision maker for the Company is our chief executive officer. For further description of our segments, see Note 5 to our 2025 Consolidated Financial Statements.
In addition, there are no transactions, arrangements and other relationships with any other person that are reasonably likely to materially affect the availability of the required of capital resources. See Note 39 to our 2024 Consolidated Financial Statements for additional information relating to our exposure to liquidity risk. Foreign Currency Risk.
In addition, there are no transactions, arrangements and other relationships with any other person that are reasonably likely to materially affect the availability of the required of capital resources. See [Note 39] to our 2025 Consolidated Financial Statements for additional information relating to our exposure to liquidity risk. Foreign Currency Risk.
Incentives from airlines are recognized when the performance thresholds under the incentive schemes are achieved or are probable to be achieved at the end of periods. Hotels and Packages Revenue from hotel reservation is recognized as an agent on a net commission earned basis. Revenue from service fee from customer is recognized on earned basis.
Incentives from airlines are recognized when the performance thresholds under the incentive schemes are achieved or are probable to be achieved at the end of periods. Hotels and Packages (including MICE) Revenue from hotel reservation is recognized as an agent on a net commission earned basis. Revenue from service fee from customer is recognized on earned basis.
The Company continues to closely monitor on regular basis the impact of the new indirect tax environment. 93 Table of Contents Change in Significant Accounting Policies and Non-IFRS Financial Measures Change in Non-IFRS Financial Measures During the year ended March 31, 2023, we changed the Non-IFRS Financial Measure “Adjusted Revenue” to “Adjusted Margin”.
The Company continues to closely monitor on regular basis the impact of the new indirect tax environment. 91 Table of Contents Change in Significant Accounting Policies and Non-IFRS Financial Measures Change in Non-IFRS Financial Measures During the year ended March 31, 2023, we changed the Non-IFRS Financial Measure “Adjusted Revenue” to “Adjusted Margin”.
Advertising and business promotion costs are recognized when incurred. 95 Table of Contents Other Operating Expenses Other operating expenses primarily consist of, among other things, commission and distribution expenses, charges by payment gateway providers, rental costs and other utilities, legal and professional fees, traveling and conveyance, communication costs, trade and other receivables provision and advance provision and other sundry expenses.
Advertising and business promotion costs are recognized when incurred. 93 Table of Contents Other Operating Expenses Other operating expenses primarily consist of, among other things, commission and distribution expenses, charges by payment gateway providers, rental costs and other utilities, legal and professional fees, traveling and conveyance, communication costs, trade and other receivables provision and advance provision and other sundry expenses.
After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customization to the leased asset).
In our Hotels and Packages Business, revenue from hotel reservations, including commissions and incentives, is recognized on a net basis.
In our Hotels and Packages (including MICE) Business, revenue from hotel reservations, including commissions and incentives, is recognized on a net basis.
Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. See Note 39 to our 2024 Consolidated Financial Statements for additional information relating to our exposure to credit risk. Liquidity Risk.
Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. See [Note 39] to our 2025 Consolidated Financial Statements for additional information relating to our exposure to credit risk. Liquidity Risk.
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating transactions which are denominated in currency other than each subsidiaries functional currency (foreign currency denominated receivables and payables). See Note 39 to our 2024 Consolidated Financial Statements for sensitivity analysis relating to our exposure to foreign risk.
The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating transactions which are denominated in currency other than each subsidiaries functional currency (foreign currency denominated receivables and payables). See [Note 39] to our 2025 Consolidated Financial Statements for sensitivity analysis relating to our exposure to foreign risk.
The Chief Operating Decision Maker (CODM) uses adjusted margin to assess segment profitability and in deciding how to allocate resources and in assessing performance. For further description of our segments, see Note 5 to our 2024 Consolidated Financial Statements.
The Chief Operating Decision Maker (CODM) uses adjusted margin to assess segment profitability and in deciding how to allocate resources and in assessing performance. For further description of our segments, see Note 5 to our 2025 Consolidated Financial Statements.
We have not recognized deferred tax asset on unused tax losses and temporary differences in most of our subsidiaries. e) Defined Benefit Plans The costs of post-retirement benefit obligation under our gratuity plan are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.
We have not recognized deferred tax asset on unused tax losses and temporary differences in most of our subsidiaries. 96 Table of Contents e) Defined Benefit Plans The costs of post-retirement benefit obligation under our gratuity plan are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.
As a result of the foregoing factors, our result from operating activities was a loss of INR 158.8 million (USD 1.9 million) in the year ended March 31, 2024. Our profit for the year ended March 31, 2023 was INR 79.7 million (USD 1.0 million).
Results from Operations . As a result of the foregoing factors, our result from operating activities was a loss of INR 158.8 million (USD 1.9 million) in the year ended March 31, 2024. Our profit for the year ended March 31, 2023 was INR 79.7 million (USD 1.0 million).
New Accounting Standards and Interpretations Issued But Not Yet Effective as at March 31, 2024 The new standards, interpretations and amendments to Standards that are issued to the extent relevant to the Group, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below.
New Accounting Standards and Interpretations Issued But Not Yet Effective as at March 31, 2025 The new standards, interpretations and amendments to Standards that are issued to the extent relevant to the Group, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below.
We believe India is one of the world’s largest and fastest growing economies, with a large middle class, increasing disposable income and a rapidly growing online consumer segment. As per the Reserve Bank of India, India’s GDP growth came in at 8.2% for fiscal year 2024 versus 7% in fiscal year 2023.
We believe India is one of the world’s largest and fastest growing economies, with a large middle class, increasing disposable income and a rapidly growing online consumer segment. As per the Reserve Bank of India, India’s GDP growth came in at 6.5. % for fiscal year 2025 versus 8.2% in fiscal year 2024 and 7% in fiscal year 2023.
Basis of Preparation The 2023 Consolidated Financial Statements have been prepared in accordance with IFRS as issued by the IASB. The accounting policies have been consistently applied by the Group for all periods presented in these financial statements.
Basis of Preparation The 2025 Consolidated Financial Statements have been prepared in accordance with IFRS as issued by the IASB. The accounting policies have been consistently applied by the Group for all periods presented in these financial statements.
As of March 31, 2024, our primary sources of liquidity were INR 1,742.0 million of cash and cash equivalents and INR 2,757.8 million in term deposits (INR 427.8 million is pledged with various banks against bank guarantees, bank overdrafts, vehicle loans, letters of credit, sales invoice discounting and credit card facilities).
As of March 31, 2024, our primary sources of liquidity were INR 1,742.0 million of cash and cash equivalents and INR 2,757.8 million in term deposits (INR 420.3 million is pledged with various banks against bank guarantees, bank overdrafts, vehicle loans, letters of credit, sales invoice discounting and credit card facilities).
We are India’s largest independent corporate travel services provider and the second largest consumer online travel company in India ( based on management’s analysis of publicly available information), with approximately 15 million travelers that have booked their travel through us as of March 31, 2024.
We are India’s largest independent corporate travel services provider and the second largest consumer online travel company in India ( based on management’s analysis of publicly available information), with approximately 15.6 million travelers that have booked their travel through us as of March 31, 2025.
We generated revenue of INR 4,186.9 million (USD 50.3 million) in the year ended March 31, 2024, an increase of 9.5% compared with INR 3,827.3 million (USD 45.9 million) in year ended March 31, 2023.
We generated revenue of INR 4,189.9 million (USD 50.3 million) in the year ended March 31, 2024, an increase of 9.5% compared with INR 3,827.3 million (USD 45.9 million) in year ended March 31, 2023.
The increase in working capital in the fiscal year ended March 31, 2023, was primarily due to an INR 1,593.5 million increase in trade and other receivables and INR 439.1 million increase in trade and other payables.
The decrease in working capital in the fiscal year ended March 31, 2023, was primarily due to INR 1,593.5 million increase in trade and other receivables and INR 439.1 million decrease in trade and other payables.
The amount allocated to the loyalty program is deferred and is recognized as revenue when the Group fulfills its obligations to supply the products/services under the terms of the program. 97 Table of Contents The Group receives upfront fee from Global Distribution System (“GDS”), providers for facilitating the booking of airline tickets on its website or other distribution channels to travel agents for using their system which is recognized as revenue for actual airline tickets sold over the total number of airline tickets to be sold over the term of the agreement and the balance amount is recognized as deferred revenue under contract liabilities.
The amount allocated to the loyalty program is deferred and is recognized as revenue when the Group fulfills its obligations to supply the products/services under the terms of the program. 95 Table of Contents The Group receives upfront fee from GDS providers for facilitating the booking of airline tickets on its website or other distribution channels to travel agents for using their system which is recognized as revenue for actual airline tickets sold over the total number of airline tickets to be sold over the term of the agreement and the balance amount is recognized as deferred revenue under contract liabilities.
After excluding the employee share-based compensation costs, impairment of loan to joint venture, listing and related expenses and net change in fair value of warrants, Adjusted Diluted Loss per Share (1) would have been INR 1.81 (USD 0.02) in the year ended March 31, 2023 as compared to Adjusted Diluted loss INR 2.84 (USD 0.03) in the year ended March 31, 2022. 106 Table of Contents Liquidity and Capital Resources Our sources of liquidity have principally been proceeds from the sale of shares of the Company, long term borrowings, bank overdrafts, working capital facilities and cash flows from operations.
After excluding the employee share-based compensation costs, impairment of loan to joint venture, listing and related expenses and net change in fair value of warrants, Adjusted Diluted Loss per Share (1) would have been INR 2.56 (USD 0.03) in the year ended March 31, 2024 as compared to Adjusted Diluted Loss of INR 1.81 (USD 0.02) in the year ended March 31, 2023. 102 Table of Contents Liquidity and Capital Resources Our sources of liquidity have principally been proceeds from the sale of shares of the Company, long term borrowings, bank overdrafts, working capital facilities and cash flows from operations.
The disclosure requirements in the amendments enhance the current requirements and are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The amendments will be effective for annual reporting periods beginning on or after 1 January 2024, with early application permitted.
The disclosure requirements in the amendments enhance the current requirements and are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The amendments will be effective for annual reporting periods beginning on or after 1 January 2024.
Further, we made payments of INR 211.6 million in interest on bank overdrafts, interest on lease liabilities, vehicle loans and payment of principal portion of lease liabilities. Capital Expenditures We have historically financed our capital expenditure requirements with cash flows from operations, as well as through the sale of our common and convertible preferred shares.
Further, we made payments of INR 249.3 million in interest on bank overdrafts, interest on lease liabilities, vehicle loans and payment of principal portion of lease liabilities. Capital Expenditures We have historically financed our capital expenditure requirements with cash flows from operations, as well as through the sale of our common and convertible preferred shares.
However, solely for the convenience of the readers, the consolidated statement of profit or loss and other comprehensive loss for the year ended March 31, 2024, the consolidated statement of financial position as of March 31, 2024, the consolidated statement of cash flows for year ended March 31, 2024, were converted into U.S. dollars at the exchange rate of 83.34 INR per USD, which is based on the noon buying rate as at March 31, 2024, in The City of New York for cable transfers of Indian Rupees as certified for customs purposes by the Federal Reserve Bank of New York.
However, solely for the convenience of the readers, the consolidated statement of profit or loss and other comprehensive loss for the year ended March 31, 2025, the consolidated statement of financial position as of March 31, 2025, the consolidated statement of cash flows for year ended March 31, 2025, were converted into U.S. dollars at the exchange rate of 85.43 INR per USD, which is based on the noon buying rate as at March 31, 2025, in The City of New York for cable transfers of Indian Rupees as certified for customs purposes by the Federal Reserve Bank of New York.
Our impairment of loan to Joint venture is INR Nil (USD Nil) in the year ended March 31, 2024 compared to a loss of INR 1.0 million (USD 0.1 million)) in the year ended March 31, 2023. Finance Income.
Our impairment of loan to Joint venture is INR Nil (USD Nil) in the year ended March 31, 2024 compared to a loss of INR 1.0 million (USD 0.1 million)) in the year ended March 31, 2023. 101 Table of Contents Finance Income.
This increase in Adjusted Margin is mainly due to increase in air ticketing gross booking value by 15.1% partially offset by lower airline incentive deals in the year ended March 31, 2024 as compared to year ended March 31, 2023. 101 Table of Contents Hotels and Packages.
This increase in Adjusted Margin is mainly due to increase in air ticketing gross booking value by 15.1% partially offset by lower airline incentive deals in the year ended March 31, 2024 as compared to year ended March 31, 2023. Hotels and Packages.
To ensure that our service is truly a “one-stop shop” for travelers, we also provide our customers with access to approximately 803 holiday packages and more than 1,484 other activities such as tours, sightseeing, shows and events.
To ensure that our service is truly a “one-stop shop” for travelers, we also provide our customers with access to approximately 803 holiday packages and more than 2,993 other activities such as tours, sightseeing, shows and events.
The 2023 Consolidated Financial Statements have been prepared on historical cost basis, except for financial instruments classified as fair value through profit or loss. 96 Table of Contents Revenue Recognition We generate our revenue from contracts with customers.
The 2025 Consolidated Financial Statements have been prepared on historical cost basis, except for financial instruments classified as fair value through profit or loss. 94 Table of Contents Revenue Recognition We generate our revenue from contracts with customers.
Our capital expenditures have in principle consisted of the purchases of servers, workstations, computers, computer software, leasehold improvements and other expenditures related to our technology platform and infrastructure, the upgrading of our websites, creation of intangible software, and mobile platforms. 109 Table of Contents Off-Balance Sheet Arrangements As of March 31, 2024, Yatra India had obtained INR 50 million in bank guarantees from IDFC Bank and Yatra Freight had obtained INR 0.17 million in bank guarantees from ICICI Bank against any payment default by us to all airlines participating in the International Air Transport Association’s bill settlement plan.
Our capital expenditures have in principle consisted of the purchases of servers, workstations, computers, computer software, leasehold improvements and other expenditures related to our technology platform and infrastructure, the upgrading of our websites, creation of intangible software, and mobile platforms. 106 Table of Contents Off-Balance Sheet Arrangements As of March 31, 2025, Yatra India had obtained INR 50 million in bank guarantees from IDFC Bank, 121 million from ICICI bank, against any payment default by us to all airlines participating in the International Air Transport Association’s bill settlement plan.
We receive fees from our GDS service providers based on the volume of sales completed by us through the GDS. Revenue from airline tickets sold as part of packages is included in our Hotels and Packages revenue. 94 Table of Contents Hotels and Packages.
We receive fees from our GDS service providers based on the volume of sales completed by us through the GDS. Revenue from airline tickets sold as part of packages is included in our Hotels and Packages revenue. 92 Table of Contents Hotels and Packages (including MICE) .
Our depreciation and amortization expenses increased by 3.9% to INR 197.5 million (USD 2.4 million) in the year ended March 31, 2024 from INR 190.2 million (USD 2.3 million) in the year ended March 31, 2023 largely on account of capitalization of intangible assets during the year partially offset by full depreciated and amortized assets in the year ended March 31, 2024. 102 Table of Contents Results from Operations .
Our depreciation and amortization expenses increased by 3.9% to INR 197.5 million (USD 2.4 million) in the year ended March 31, 2024 from INR 190.2 million (USD 2.3 million) in the year ended March 31, 2023 largely on account of capitalization of intangible assets during the year partially offset by full depreciated and amortized assets in the year ended March 31, 2024.
We have the largest number of hotel and accommodation tie-ups amongst key OTA players of over 2,305,097 tie-ups, as of March 31, 2024. Leisure and business travelers use our mobile applications, our website, www.yatra.com, and our other offerings and services to explore, research, compare prices and book a wide range of travel-related services.
We have the largest number of hotel and accommodation tie-ups amongst key OTA players of over 2,650,775 tie-ups, as of March 31, 2025. Leisure and business travelers use our mobile applications, our website, www.yatra.com, and our other offerings and services to explore, research, compare prices and book a wide range of travel-related services.
Our net loss adjusted for interest, tax, amortization and depreciation and other non-cash items was INR 299.0 million in the fiscal year ended March 31, 2024.
Our net loss adjusted for interest, tax, amortization and depreciation and other non-cash items was INR 303.5 million in the fiscal year ended March 31, 2024.
The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. 99 Table of Contents h) Recognition of variable consideration incentives pertaining to air ticketing The Company receives incentives from Global Distribution System (“GDS”) providers for achieving minimum performance thresholds of ticket segments sales over the term of the agreement.
The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. h) Recognition of variable consideration incentives pertaining to air ticketing The Company receives incentives from GDS providers for achieving minimum performance thresholds of ticket segments sales over the term of the agreement.
We also received interest on our term deposits of INR 7.1 million in the fiscal year ended March 31, 2023, as compared to INR 21.0 million in the fiscal year ended March 31, 2022. Net cash from financing activities.
We also received interest on our term deposits of INR 57.0 million in the fiscal year ended March 31, 2024, as compared to INR 7.1 million in the fiscal year ended March 31, 2023. Net cash from/ used in financing activities.
Our trade and other receivables increased by INR 1,576.0 million from INR 3,061.2 million as of March 31, 2023, to INR 4,637.2 million as of March 31, 2024. Our Prepayments and other assets primarily consist of the current portion of prepayments made to and deposits placed with our suppliers.
Our trade and other receivables increased by INR 1,576.0 million from INR 4,637.2 million as of March 31, 2024, to INR 5,568.2 million as of March 31, 2025. Our Prepayments and other assets primarily consist of the current portion of prepayments made to and deposits placed with our suppliers.
Our income tax expense during the year ended March 31, 2024 was INR 36.7 million (USD 0.4 million) compared to an expense of INR 46.8 million (USD 0.6 million) during the year ended March 31, 2023. Loss for the Period .
Our income tax expense during the year ended March 31, 2024 was INR 37.2 million (USD 0.4 million) compared to an expense of INR 46.8 million (USD 0.6 million) during the year ended March 31, 2023. Loss for the Year .
The increase in working capital in the fiscal year ended March 31, 2024, was primarily due to an INR 2,089.7 million increase in trade and other receivables, which was partially offset by an INR 754.3 million decrease in trade and other payables.
The decrease in working capital in the fiscal year ended March 31, 2024, was primarily due to an INR 2,089.4 million increase in trade and other receivables, which was partially offset by INR 783.9 million decrease in trade and other payables.
Further, we made payments of INR 249.3 million in interest on bank overdrafts, interest on lease liabilities, vehicle loans and payment of principal portion of lease liabilities.
Further, we made payments of INR 44.2 million in interest on bank overdrafts, interest on lease liabilities, vehicle loans and payment of principal portion of lease liabilities.
These amendments will not change the accounting for leases other than those arising in a sale and leaseback transaction. These amendments are effective for annual reporting periods beginning on or after January 1, 2024. Earlier application is permitted. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.
These amendments will not change the accounting for leases other than those arising in a sale and leaseback transaction. These amendments are effective for annual reporting periods beginning on or after January 1, 2024. The amendments does not have any material impact on the Group’s consolidated financial statements.
We also provide access through our platform to hotels, homestays, and other accommodations, with approximately 108,800 hotels and homestays in approximately 1,506 cities and towns across India and more than 2 million hotels around the world.
We also provide access through our platform to hotels, homestays, and other accommodations, with approximately 80,685 hotels and homestays in approximately 1,497 cities and towns across India and more than 2 million hotels around the world.
Our other current assets increased from INR 951.9 million as of March 31, 2023, to INR 1,487.9 million as of March 31, 2024, primarily due to increase in advances made to our airline and hotel suppliers.
Our other current assets increased from INR 1,487.9 million as of March 31, 2024, to INR 2,163.4 million as of March 31, 2025, primarily due to increase in advances made to our airline and hotel suppliers.
We are the leading corporate travel service provider in India with 849 large corporate customers and approximately 56,125 registered small and medium-sized (“SME”) customers as of March 31, 2024 and one of the largest consumer online travel companies (“OTC”) in the country in terms of gross booking revenue for fiscal year 2023 (Source: CRISIL Report).
We are the leading corporate travel service provider in India with over 1,300 large corporate customers and approximately 58,983 registered small and medium-sized (“SME”) customers as of March 31, 2025 and one of the largest consumer online travel companies (“OTC”) in the country in terms of gross booking revenue for fiscal year 2023 (Source: CRISIL Report).
Our net loss adjusted for interest, tax, amortization and depreciation and other non-cash items was INR 210.7 million in the fiscal year ended March 31, 2023.
Our net loss adjusted for interest, tax, amortization and depreciation and other non-cash items was INR 220.9 million in the fiscal year ended March 31, 2025.
We also received interest on our term deposits of INR 57.0 million in the fiscal year ended March 31, 2024, as compared to INR 7.1 million in the fiscal year ended March 31, 2023.
We also received interest on our term deposits of INR 192.2 million in the fiscal year ended March 31, 2025, as compared to INR 57.0 million in the fiscal year ended March 31, 2024.
The amendments are not expected to have a material impact on the Group’s consolidated financial statements. 112 Table of Contents Certain Non-IFRS Measures As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on Adjusted Margin, which is a non-IFRS measure.
The amendments does not have any material impact on the Group’s consolidated financial statements, although early adoption is permitted. 109 Table of Contents Certain Non-IFRS Measures As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on Adjusted Margin, which is a non-IFRS measure.
At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed. c) Loyalty Programs Customers are entitled to loyalty points on certain transactions that can be redeemed for future qualifying transactions.
The Group calibrates the matrix to adjust the historical credit loss experience with forward-looking information. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed. c) Loyalty Programs Customers are entitled to loyalty points on certain transactions that can be redeemed for future qualifying transactions.
We made capital expenditures of INR 525.4 million and INR 330.0 million in fiscal years 2024 and 2023, respectively. In addition, we expect to spend an additional approximately INR 450 million to INR 600 million on capital expenditures during the fiscal year ending March 31, 2025.
We made capital expenditures of INR 330.8 million and INR 303.9 million in fiscal years 2025 and 2024, respectively. In addition, we expect to spend an additional approximately INR 450 million to INR 600 million on capital expenditures during the fiscal year ending March 31, 2026.
During the fiscal year ended March 31, 2024, cash from financing activities was INR 5,222.5 million, which was primarily the result of net proceeds from the issue of share capital of INR 7,096.2, repayment of invoice discounts of INR 683.8 million and repayment of loans, which was INR 1,054.8 million.
During the fiscal year ended March 31, 2024, cash from financing activities was INR 5,132.9 million, which was primarily the result of net proceeds from the issue of share capital of INR 7,410, repayment of invoice discounting/ factoring of INR 683.8 million and repayment of loans, which was INR 1,054.8 million.
As of March 31, 2022, our primary sources of liquidity were INR 800.3 million of cash and cash equivalents and INR 568.3 million in term deposits (INR 486.1 million is pledged with various banks against bank guarantees, bank overdrafts, vehicle loans, letters of credit, sales invoice discounting and credit card facilities).
As of March 31, 2025, our primary sources of liquidity were INR 605.8 million of cash and cash equivalents and INR 1,354.1 million in term deposits (INR 686.8 million is pledged with various banks against bank guarantees, bank overdrafts, vehicle loans, letters of credit, sales invoice discounting and credit card facilities).
After excluding the employee share-based compensation costs, impairment of loan to joint venture, listing and related expenses and net change in fair value of warrants, Adjusted Basic Loss per Share (1) would have been INR 1.81 (USD 0.02) in the year ended March 31, 2023, as compared to Adjusted Basic loss INR 2.84 (USD 0.03) in the year ended March 31, 2022.
After excluding the employee share-based compensation costs, impairment of loan to joint venture, listing and related expenses and net change in fair value of warrants, Adjusted Diluted Loss per Share (1) would have been INR 0.34 (USD 0.01) in the year ended March 31, 2025 as compared to Adjusted Diluted Loss INR 2.56 (USD 0.03) in the year ended March 31, 2024.
This arithmetic conversion should not be construed as representation that the amounts expressed in INR may be converted into USD at that or any other exchange rate as well as that such numbers are in compliance as per the requirements of the IFRS. 100 Table of Contents Results of Fiscal Year Ended March 31, 2024, Compared to Fiscal Year Ended March 31, 2023 Fiscal Year Ended March 31, 2023 2024 Amount in INR thousands except % Amount % Amount % Total revenue 3,827,265 100.0 4,189,897 100.0 Other Income 152,520 5.0 102,362 2.4 Service cost 669,098 17.5 866,039 20.7 Personnel expenses 1,148,434 30.0 1,348,215 32.2 Marketing and sales promotion expenses 336,472 8.8 459,935 11.0 Other operating expenses 1,554,963 40.6 1,579,352 37.7 Depreciation and amortization 190,152 5.0 197,527 4.7 Impairment of loan to joint venture 1,000 0.1 - - Results from operations 79,666 2.1 (158,809 ) (3.8 ) Finance income 28,944 0.8 170,714 4.1 Finance costs (326,399 ) (8.5 ) (286,998 ) (6.8 ) Listing and related expenses (23,591 ) (0.6 ) (54,238 ) (1.3 ) Change in fair value of warrants - - - - Loss before income taxes (241,380 ) 6.3 (329,330 ) (7.9 ) Income tax expense (46,787 ) (1.2 ) (37,174 ) (0.9 ) Loss for the year (288,167 ) (7.5 ) (366,504 ) (8.7 ) Basic Loss per share (4.59 ) (5.60 ) Diluted Loss per share (4.59 ) (5.60 ) Revenue .
Results of Fiscal Year Ended March 31, 2024, Compared to Fiscal Year Ended March 31, 2023 Fiscal Year Ended March 31, 2023 2024 Amount in INR thousands except % Amount % Amount % Total revenue 3,827,265 100.0 4,189,897 100.0 Other Income 152,520 5.0 102,362 2.4 Service cost 669,098 17.5 866,039 20.7 Personnel expenses 1,148,434 30.0 1,348,215 32.2 Marketing and sales promotion expenses 336,472 8.8 459,935 11.0 Other operating expenses 1,554,963 40.6 1,579,352 37.7 Depreciation and amortization 190,152 5.0 197,527 4.7 Impairment of loan to joint venture 1,000 0.1 - - Results from operations 79,666 2.1 (158,809 ) (3.8 ) Finance income 28,944 0.8 170,714 4.1 Finance costs (326,399 ) (8.5 ) (286,998 ) (6.8 ) Listing and related expenses (23,591 ) (0.6 ) (54,238 ) (1.3 ) Change in fair value of warrants - - - - Loss before income taxes (241,380 ) 6.3 (329,331 ) (7.9 ) Income tax expense (46,788 ) (1.2 ) (37,174 ) (0.9 ) Loss for the year (288,168 ) (7.5 ) (366,505 ) (8.8 ) Basic Loss per share (4.59 ) (5.60 ) Diluted Loss per share (4.59 ) (5.60 ) Revenue .
Revenue from packages are accounted for on a gross basis as the Group is determined to be the primary obligor in the arrangement, that is the risks and responsibilities are taken by the Group including the responsibility for delivery of services. Cost of delivering such services includes cost of hotels, airlines and package services and is disclosed as service cost.
Revenue from packages (including MICE) are accounted for on a gross basis as the Group is determined to be the primary obligor in the arrangement, that is the risks and responsibilities are taken by the Group including the responsibility for delivery of services.
In the year ended March 31, 2023, Adjusted Margin (1) includes add-back of INR 23.4 million (USD 0.3 million) in the year ended March 31, 2023, against INR 15.3 million (USD 0.2 million) in the year ended March 31, 2022, of consumer promotion expenses, which had been reduced from revenue as per IFRS 15.
In the year ended March 31, 2025, Adjusted Margin includes add-back of INR 15.9 million (USD 0.2 million) in the year ended March 31, 2024 against INR 18.5 million (USD 0.2 million) in the year ended March 31, 2024 of consumer promotion expenses, which had been reduced from revenue as per IFRS 15.
Further, in the fiscal year ended March 31, 2024, there was an decrease in our working capital of INR 1,335.5 million, as compared to an increase in working capital of INR 2,032.4 million in the fiscal year ended March 31, 2023.
Further, in the fiscal year ended March 31, 2024, there was a decrease in our working capital of INR 1,407.5 million, as compared to decrease in working capital of INR 2,160.0 million in the fiscal year ended March 31, 2023.
As of March 31, 2023, the outstanding balance of the loan is INR 23.9 million as compared to INR 7.2 million as of March 31, 2022.
As of March 31, 2024, the outstanding balance of the loan is INR 33.4 million as compared to INR 23.9 million as of March 31, 2023.
These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Group. 98 Table of Contents b) Measurement Of Expected Credit Loss (“ECL”) for Uncollectible Trade Receivables and Advances The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets.
These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognized by the Group. b) Measurement Of Expected Credit Loss (“ECL”) for Uncollectible Trade Receivables and Advances The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision matrix is initially based on the Group’s historical observed default rates.
In the year ended March 31, 2023, Adjusted Margin (1) for our Hotels and Packages Business includes the add-back of INR 263.8 million (USD 3.2 million) against INR 237.7 million (USD 2.9 million) in the year ended March 31, 2022, of customer promotional expenses, which had been reduced from revenue as per IFRS 15.
In the year ended March 31, 2025, Adjusted Margin (1) for Hotels & Packages includes the add-back of INR 350.7 million (USD 4.1 million) against INR 312.2 million (USD 3.7 million) in the year ended March 31, 2024, of customer promotional expenses, which had been reduced from revenue as per IFRS 15.
Yatra Freight had also obtained INR 0.17 million in bank guarantees from ICICI Bank, and Yatra for Business had also obtained INR 93.06 million in bank guarantees from ICICI Bank against any payment default by us to all airlines participating in the International Air Transport Association’s bill settlement plan.
As of March 31, 2024, Yatra India had obtained INR 50 million in bank guarantees from IDFC Bank and Yatra Freight had obtained INR 0.17 million in bank guarantees from ICICI Bank against any payment default by us to all airlines participating in the International Air Transport Association’s bill settlement plan.
Sales in our Air Ticketing business are primarily made through our websites, mobile applications, mobile web, business to business to consumer (“B2B2C”) travel agents and corporate client implants. Sales in our Hotels and Packages Business are made through our websites, mobile applications, mobile web, B2B2C (business to business to consumer) travel agents and call centers.
Sales in our Hotels and Packages (including MICE) Business are made through our websites, mobile applications, mobile web, B2B2C (business to business to consumer) travel agents and call centers.
The following table sets forth the Gross Bookings, Adjusted Margin and Adjusted Margin % for our Air Ticketing Business and our Hotels and Packages Business for the periods indicated: Fiscal Year ended March 31, 2022 2023 2024 Figures in thousands Quantitative details* Air Passengers 3,706 5,601 6,945 Hotel room nights 1018 1,753 1,692 Holiday packages passengers travelled 10 21 24 Amount in INR thousands except % Gross Bookings** Air Ticketing 27,648,844 56,408,351 64,950,106 Hotels and Packages 3,487,276 8,178,106 8,758,863 Other Services **** 3,162,247 2,811,038 2,239,056 Total 34,298,367 67,397,495 75,948,025 Adjusted Margin Air Ticketing 2,211,074 4,335,292 4,502,423 Hotels and Packages 599,151 1,065,928 1,140,129 Other Services 161,504 177,684 179,076 Others 330,632 574,238 708,460 Net Revenue Margin % Air Ticketing 8.0 % 7.7 % 6.9 % Hotels and Packages 17.2 % 13.0 % 13.0 % Other Services 5.1 % 6.3 % 8.0 % * Quantitative details are considered on a gross basis. **Gross Bookings represent the total amount paid by our customers for the travel services and products booked through us, including fees and other charges, and are net of cancellations and refunds. ***As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on Adjusted Margin, which is a non-IFRS measure.
The following table sets forth the Gross Bookings, Adjusted Margin and Adjusted Margin % for our Air Ticketing Business and our Hotels and Packages Business for the periods indicated: Fiscal Year ended March 31, 2023 2024 2025 Figures in thousands Quantitative details* Air Passengers 5,601 6,945 5,268 Hotel room nights 1753 1,692 1,663 Holiday packages passengers travelled 21 24 61 Amount in INR thousands except % Gross Bookings** Air Ticketing 56,408,351 64,950,106 55,272,782 Hotels and Packages (including MICE) 8,178,106 8,758,863 13,053,414 Other Services 2,811,038 2,239,056 2,583,970 Total 67,397,495 75,948,025 70,910,166 Adjusted Margin*** Air Ticketing 4,335,292 4,502,423 3,588,182 Hotels and Packages (including MICE) 1,065,927 1,140,129 1,472,706 Other Services **** 177,685 179,075 313,057 Others 574,237 708,461 680,015 Net Revenue Margin % Air Ticketing 7.7 % 6.9 % 6.5 % Hotels and Packages (including MICE) 13.0 % 13.0 % 11.3 % Other Services 6.3 % 8.0 % 12.1 % * Quantitative details are considered on a gross basis. **Gross Bookings represent the total amount paid by our customers for the travel services and products booked through us, including fees and other charges, and are net of cancellations and refunds. ***As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on Adjusted Margin, which is a non-IFRS measure.
In Fiscal years of 2022, 2023 and 2024, we generated 77.5%, 77.7% and 74.4% of our Adjusted Margin from our Air Ticketing Business, 19.4%, 19.1% and 20.2% of our Adjusted Margin from our Hotels and Packages Business, respectively.
In Fiscal years of 2023, 2024 and 2025, we generated 77.7% 77.3% and 66.8% of our Adjusted Margin from our Air Ticketing Business, 19.1%, 19.6% and 27.4% of our Adjusted Margin from our Hotels and Packages Business, respectively.
In the year ended March 31, 2023, Adjusted Margin (1) for our Air Ticketing Business includes the addition of INR 2,555.3 million (USD 31.1 million) in the year ended March 31, 2023, against INR 1,060.6 million (USD 12.9 million) in the year ended March 31, 2022, of consumer promotion and loyalty program costs, which reduced revenue as per IFRS 15.
In the year ended March 31, 2025, Adjusted Margin (1) for Air Ticketing includes the addition of INR 1,662.9 million (USD 19.5 million) in the year ended March 31, 2025 against INR 2,773.1 million (USD 32.5 million) in the year ended March 31, 2024 of consumer promotion and loyalty program costs, which reduced revenue as per IFRS 15.
The increase in working capital in the fiscal year ended March 31, 2023, was primarily due to an INR 1,600.0 million increase in trade and other receivables, which was partially offset by an INR 511.3 million increase in trade and other payables.
The decrease in working capital in the fiscal year ended March 31, 2025, was primarily due to INR 693.2 million decrease in trade and other receivables, which was partially offset by INR 121.9 million increase in trade and other payables.
Adjusted Margin (1) for this segment increased by 7.0% to INR 1,140.1 million (USD 13.7 million) in the year ended March 31, 2024 from INR 1,065.9 million (USD 12.8 million) in the year ended March 31, 2023.
Adjusted Margin (1) for this segment increased by 29.2% to INR 1,472.7 million (USD 17.2 million) in the year ended March 31, 2025 from INR 1,140.1 million (USD 13.3 million) in the year ended March 31, 2024.
The following table reconciles our Profit/(Loss) (an IFRS measure) to Adjusted EBITDA Profit/(Loss) (a non-IFRS measure) for the periods indicated: Reconciliation of Adjusted EBITDA Profit / (Loss) Fiscal Year ended March 31, (Amount in thousands) 2022 2023 2024 Loss for the period as per IFRS (482,462 ) (288,167 ) (366,504 ) Employee share-based compensation costs 209,558 152,054 229,260 Depreciation & Amortization 308,153 190,152 197,527 Finance income (47,816 ) (28,944 ) (170,714 ) Finance costs 100,453 326,399 286,998 Change in fair value of warrants (32,756 ) - - Impairment of loan to joint venture 72,719 1,000 - Listing and related expenses 55,818 23,591 54,238 Income tax expense 16,906 46,787 37,174 Adjusted EBITDA Profit 158,957 422,872 267,979 114 Table of Contents The following table reconciles our results from operations (an IFRS measure) to Adjusted Results from Operations (a non-IFRS measure) for the periods indicated: Reconciliation of Adjusted Results from Operations Fiscal Year ended March 31, (Amount in thousands) 2022 2023 2024 Results from operations (as per IFRS) (431,473 ) 79,666 (158,809 ) Employee share-based compensation costs 209,558 152,054 229,260 Impairment of loan to joint venture 72,719 1,000 - Adjusted Results from Operations (149,196 ) 232,720 70,451 Reconciliation of Adjusted Results from Operations Fiscal Year ended March 31, (Amount in thousands) 2022 2023 2024 Results from operations (as per IFRS) (431,473 ) 79,666 (122,255 ) Employee share-based compensation costs 209,558 152,054 229,260 Impairment of loan to joint venture 72,719 1,000 - Adjusted Results from Operations (149,196 ) 232,720 107,005 The following table reconciles profit/(loss) for the period (an IFRS measure) to Adjusted Loss for the Period (a non-IFRS measure) for the periods indicated: Reconciliation of Adjusted Loss Fiscal Year ended March 31, (Amount in thousands) 2022 2023 2024 Loss for the period (as per IFRS) (482,462 ) (288,167 ) (366,504 ) Employee share-based compensation costs 209,558 152,054 229,260 Net change in fair value of warrants (32,756 ) - - Employee share-based compensation costs 72,719 1,000 - Listing and related expenses 55,818 23,591 54,238 Adjusted Loss for the Period (177,123 ) (111,522 ) (83,006 ) The following table reconciles basic and diluted earnings/(loss) per share (an IFRS measure) to Adjusted Basic and Diluted Loss Per Share (a non-IFRS measure) for the periods indicated: Fiscal Year ended March 31, Reconciliation of Adjusted Basic Loss (Per Share) 2022 2023 2024 Basic loss per share (as per IFRS) (7.66 ) (4.59 ) (5.60 ) Employee share-based compensation costs 3.32 2.39 2.48 Net change in fair value of warrants (0.53 ) - - Impairment of loan to joint venture 1.15 0.02 - Listing and related expenses 0.88 0.37 0.56 Adjusted Basic loss Per Share (2.84 ) (1.81 ) (2.56 ) 115 Table of Contents Fiscal Year ended March 31, Reconciliation of Adjusted Diluted Loss (Per Share) 2022 2023 2024 Diluted loss per share (as per IFRS) (7.66 ) (4.59 ) (5.60 ) Employee share-based compensation costs 3.32 2.39 2.48 Net change in fair value of warrants (0.53 ) - - Impairment of loan to joint venture 1.15 0.02 - Listing and related expenses 0.88 0.37 0.56 Adjusted Diluted loss Per Share (2.84 ) (1.81 ) (2.56 ) Safe Harbor This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995.
The following table reconciles our Profit/(Loss) (an IFRS measure) to Adjusted EBITDA Profit/(Loss) (a non-IFRS measure) for the periods indicated: Reconciliation of Adjusted EBITDA Profit / (Loss) Fiscal Year ended March 31, (Amount in thousands) 2023 2024 2025 Profit/(Loss) for the year as per IFRS (288,168 ) (366,505 ) 23,501 Employee share-based compensation costs 152,054 229,260 124,787 Depreciation & Amortization 190,152 197,527 308,899 Finance income (28,944 ) (170,714 ) (207,824 ) Finance costs 326,399 286,998 106,877 Impairment of loan to joint venture 1,000 - - Listing and related expenses 23,591 54,238 - Income tax expense 46,787 37,174 (12,849 ) Adjusted EBITDA Profit 422,872 267,978 343,391 111 Table of Contents The following table reconciles our results from operations (an IFRS measure) to Adjusted Results from Operations (a non-IFRS measure) for the periods indicated: Reconciliation of Adjusted Results from Operations Fiscal Year ended March 31, (Amount in thousands) 2023 2024 2025 Results from operations (as per IFRS) 79,666 (158,809 ) (90,295 ) Employee share-based compensation costs 152,054 229,260 124,787 Impairment of loan to joint venture 1,000 - - Adjusted Results from Operations 232,720 70,451 34,493 The following table reconciles profit/(loss) for the period (an IFRS measure) to Adjusted Loss for the Period (a non-IFRS measure) for the periods indicated: Reconciliation of Adjusted (Loss)/ Profit Fiscal Year ended March 31, (Amount in thousands) 2023 2024 2025 (Loss)/ Profit for the year (as per IFRS) (288,168 ) (366,505 ) 23,501 Employee share-based compensation costs 152,054 229,260 124,787 Impairment of loan to joint venture 1,000 - - Listing and related expenses 23,591 54,238 - Adjusted (Loss)/ Profit for the Year (111,522 ) (83,007 ) 148,288 The following table reconciles basic and diluted earnings/(loss) per share (an IFRS measure) to Adjusted Basic and Diluted Loss Per Share (a non-IFRS measure) for the periods indicated: Fiscal Year ended March 31, Reconciliation of Adjusted Basic Loss (Per Share) 2023 2024 2025 Basic loss per share (as per IFRS) (4.59 ) (5.60 ) (1.73 ) Employee share-based compensation costs 2.39 2.48 1.39 Impairment of loan to joint venture 0.02 - - Listing and related expenses 0.37 0.56 - Adjusted Basic loss Per Share (1.81 ) (2.56 ) (0.34 ) Fiscal Year ended March 31, Reconciliation of Adjusted Diluted Loss (Per Share) 2023 2024 2025 Diluted loss per share (as per IFRS) (4.59 ) (5.60 ) (1.73 ) Employee share-based compensation costs 2.39 2.48 1.39 Impairment of loan to joint venture 0.02 - - Listing and related expenses 0.37 0.56 - Adjusted Diluted loss Per Share (1.81 ) (2.56 ) (0.34 ) 112 Table of Contents Safe Harbor This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995.

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Schifrin served as corporate secretary for Terrapin 3 Acquisition Corporation, a publicly traded SPAC, from its initial public offering in July 2014 through its business combination with Yatra Online, Inc. (NASDAQ: YTRA) in December 2016. He served as an observer on the company’s board since the transaction and became a director of the company in May 2021. Mr.
Mr. Schifrin served as corporate secretary for Terrapin 3 Acquisition Corporation, a publicly traded SPAC, from its initial public offering in July 2014 through its business combination with Yatra Online, Inc. (NASDAQ: YTRA) in December 2016. He served as an observer on the company’s board since the transaction and became a director of the company in May 2021. Mr.
Further, in the case of and subject to the consummation of a Sale Event, as defined in 2016 Plan, all awards under the Plan with time-based vesting, conditions or restrictions shall become fully vested and non-forfeitable as of the effective time of the Sale Event unless there is assumption, continuation or substitution of such awards with new awards of the successor entity or parent thereof, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a Sale Event in the administrator of the 2016 Plan’s discretion or to the extent specified in the relevant award certificate.
Further, in the case of and subject to the consummation of a Sale Event, as defined in 2016 Plan, all awards under the 2016 Plan with time-based vesting, conditions or restrictions shall become fully vested and non-forfeitable as of the effective time of the Sale Event unless there is assumption, continuation or substitution of such awards with new awards of the successor entity or parent thereof, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a Sale Event in the administrator of the 2016 Plan’s discretion or to the extent specified in the relevant award certificate.
These RSUs will vest over a period of four years in equal monthly installments commencing from first vesting on April 1, 2022, with last such vesting on March 1, 2026. The vesting of the PSUs is linked to the performance of the Yatra share price and the trigger price points range from $2.50 to $4.00.
These RSUs vest over a period of four years in equal monthly installments commencing from first vesting on April 1, 2022, with last such vesting on March 1, 2026. The vesting of the PSUs is linked to the performance of the Yatra share price and the trigger price points range from $2.50 to $4.00.
Our non-executive directors who serve on our audit committee, compensation committee, and nominating and corporate governance committee receive additional retainer of $10,000 per year for membership on each of the above committees. We do not have service contracts with any of our non-executive directors that provide for benefits upon termination.
Our non-executive directors who serve on our audit committee, compensation committee, and nominating and corporate governance committee receive an additional retainer of $10,000 per year for membership on each of the above committees. We do not have service contracts with any of our non-executive directors that provide for benefits upon termination.
The Company has also granted 687,857 RSUs and 1,609,934 PSUs to certain employees of the Company in June, 2020. These RSUs vested over a period of four years in equal monthly installments commencing from first vesting on July 1, 2020, with last such vesting on June 30, 2024.
The Company also granted 687,857 RSUs and 1,609,934 PSUs to certain employees of the Company in June 2020. These RSUs vested over a period of four years in equal monthly installments commencing from first vesting on July 1, 2020, with last such vesting on June 30, 2024.
The Company also granted 692,000 RSUs and 1,280,154 PSUs to certain employees of the Company in June, 2021. These RSUs will vest over a period of four years in equal monthly installments commencing from first vesting on April 1, 2021, with last such vesting on March 1, 2025.
The Company also granted 692,000 RSUs and 1,280,154 PSUs to certain employees of the Company in June, 2021. These RSUs vest over a period of four years in equal monthly installments commencing from first vesting on April 1, 2021, with last such vesting on March 1, 2025.
(2) Based on the Schedule 13G/A filed with the SEC on February 14, 2024 Represents (i) 401,000 Ordinary Shares held by Apple Orange LLC; (ii) 1,215,744 Class F Shares held by Apple Orange LLC (“Apple Orange”) convertible into 1,215,744 Ordinary Shares; (iii) 28,030 Class F Shares held by Terrapin Partners Green Employee Partnership, LLC (“Terrapin Green”) convertible into 28,030 Ordinary Shares; (iv) 422,668 Class F Shares held by Terrapin Partners Employee Partnership 3, LLC (“Terrapin Employee Partnership”) convertible into 422,668 Ordinary Shares; (v) 557,500 Ordinary Shares held by the Leight Family 1998 Irrevocable Trust (“Trust”); (vi) 550,000 Ordinary Shares held by Argyle Investors LLC; (vii) 327,000 Ordinary Shares held by Candlemaker Partners LLLP (“Candlemakers”); (viii) 158,500 Ordinary Shares held by We Deserve Better, LLC (“We Deserve Better”); and (x) 20,000 Ordinary Shares held directly by Nathan Leight.
(5) Based on the Schedule 13G/A filed with the SEC on February 14, 2024 Represents (i) 401,000 Ordinary Shares held by Apple Orange LLC; (ii) 1,215,744 Class F Shares held by Apple Orange LLC (“Apple Orange”) convertible into 1,215,744 Ordinary Shares; (iii) 28,030 Class F Shares held by Terrapin Partners Green Employee Partnership, LLC (“Terrapin Green”) convertible into 28,030 Ordinary Shares; (iv) 422,668 Class F Shares held by Terrapin Partners Employee Partnership 3, LLC (“Terrapin Employee Partnership”) convertible into 422,668 Ordinary Shares; (v) 557,500 Ordinary Shares held by the Leight Family 1998 Irrevocable Trust (“Trust”); (vi) 550,000 Ordinary Shares held by Argyle Investors LLC; (vii) 327,000 Ordinary Shares held by Candlemaker Partners LLLP (“Candlemakers”); (viii) 158,500 Ordinary Shares held by We Deserve Better, LLC (“We Deserve Better”); and (x) 20,000 Ordinary Shares held directly by Nathan Leight.
The trigger price points were $5.00, $6.00, $7.00 and $10.00 and the outstanding PSUs got expired in June 2024 with the expiry of 4 years from the grant date. 4. The trigger price points are $2.50, $3.00, $3.50 and $4.00 and PSUs with a trigger price point of $2.50 vested during FY 22-23. 5.
The trigger price points were $5.00, $6.00, $7.00 and $10.00 and the outstanding PSUs got expired in June 2024 with the expiry of 4 years from the grant date. 4. The trigger price points were $2.50, $3.00, $3.50 and $4.00 and PSUs with a trigger price point of $2.50 vested during FY 22-23.
We currently pay a $47,000 annual retainer to each of our non-executive directors who are on the Board of the Company. The Chairman of the Board is also entitled to an additional cash compensation of $12,500 per year.
We currently pay a US $47,000 annual retainer to each of our non-executive directors who are on the Board of the Company. The Chairman of the Board is also entitled to an additional cash compensation of $12,500 per year.
Our Board of directors has determined that the following directors are independent: Stephen Schifrin, Murlidhara Lakshmikantha Kadaba, Roshan Mendis, Neelam Dhawan and Michael Kaufman. On January 17, 2022, the Company entered into a Cooperation Agreement with The 2020 Timothy J. Maguire Investment Trust regarding, among other matters, the composition of the Board.
Our Board of directors has determined that the following directors are independent: Stephen Schifrin, Murlidhara Lakshmikantha Kadaba, Roshan Mendis and Michael Kaufman. On January 17, 2022, the Company entered into a Cooperation Agreement with The 2020 Timothy J. Maguire Investment Trust regarding, among other matters, the composition of the Board.
Each executive officer who is selected to participate in the Bonus Plan will have a target bonus opportunity set for each performance period. The Bonus Plan also permits the compensation committee to approve additional bonuses to executive officers in its sole discretion. As of March 31, 2024, no cash incentive bonus has been granted.
Each executive officer who is selected to participate in the Bonus Plan will have a target bonus opportunity set for each performance period. The Bonus Plan also permits the compensation committee to approve additional bonuses to executive officers in its sole discretion. As of March 31, 2025, no cash incentive bonus has been granted.
Beneficial ownership has been determined as of March 31, 2024. Except as otherwise indicated, each person or entity named in the table is expected to have sole voting and investment power with respect to all shares attributable to such person. Beneficial ownership for the purposes of this table is determined in accordance with the rules and regulations of the SEC.
Beneficial ownership has been determined as of March 31, 2025. Except as otherwise indicated, each person or entity named in the table is expected to have sole voting and investment power with respect to all shares attributable to such person. Beneficial ownership for the purposes of this table is determined in accordance with the rules and regulations of the SEC.
These stock options vested over a four-year period in equal quarterly installments, beginning on February 1, 2018, and finishing on November 1, 2021. The Company also granted stock options to purchase a total of 21,769 Ordinary Shares to certain employees of the Company on August 7, 2018.
These stock options vested over a four-year period in equal quarterly installments, beginning on February 1, 2018 and ending on November 1, 2021. The Company also granted stock options to purchase a total of 21,769 Ordinary Shares to certain employees of the Company on August 7, 2018.
These stock options vest over a period of one year and four months in equal monthly installments commencing from first vesting on September 1, 2018, equivalent to one-sixteenth of the total number of shares underlying the stock options, with the last such vesting on June 1, 2022.
These stock options vested over a period of one year and four months in equal monthly installments commencing from first vesting on September 1, 2018, equivalent to one-sixteenth of the total number of shares underlying the stock options, with the last such vesting on June 1, 2022.
Accordingly, in the future you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. 128 Table of Contents Corporate Governance Guidelines Our Board of directors has approved a set of general guidelines that provide the framework for our corporate governance.
Accordingly, in the future you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. 122 Table of Contents Corporate Governance Guidelines Our Board of directors has approved a set of general guidelines that provide the framework for our corporate governance.
Share Ownership The following table sets forth the beneficial ownership of: ● each person who, to our knowledge, is the beneficial owner of more than 5% of our outstanding share capital; ● each of our present directors; ● each of our executive officers serving during the 2024 fiscal year; and ● all of our current directors and executive officers as a group.
Share Ownership The following table sets forth the beneficial ownership of: ● each person who, to our knowledge, is the beneficial owner of more than 5% of our outstanding share capital; ● each of our present directors; ● each of our executive officers serving during the 2025 fiscal year; and ● all of our current directors and executive officers as a group.
Each director so elected will hold office until the annual general meeting of our shareholders for the year in which his or her term expires, unless the tenure of such director expires earlier pursuant to the Companies Law or unless he or she resigns on his or her own or is removed from office as described below. ● the Class I directors are Roshan Mendis, Michael Kaufman and Neelam Dhawan and their terms will expire at our annual meeting of shareholders to be held in 2026; ● the Class II directors are Stephen Schifrin and Murlidhara Lakshmikantha Kadaba, and their terms will expire at our annual meeting of shareholders to be held in 2024; and ● the Class III director is Dhruv Shringi and his term will expire at our annual meeting of shareholders to be held in 2025.
Each director so elected will hold office until the annual general meeting of our shareholders for the year in which his or her term expires, unless the tenure of such director expires earlier pursuant to the Companies Law or unless he or she resigns on his or her own or is removed from office as described below. ● the Class I directors are Roshan Mendis, and Michael Kaufman and their terms will expire at our annual meeting of shareholders to be held in 2026; ● the Class II directors are Stephen Schifrin and Murlidhara Lakshmikantha Kadaba, and their terms will expire at our annual meeting of shareholders to be held in 2027; and ● the Class III director is Dhruv Shringi and his term will expire at our annual meeting of shareholders to be held in 2025.
Kadaba serving as its chairman. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq and all members of our audit committee are “independent” as that term is defined in the Nasdaq Listing Rules.
Kadaba serving as its chairperson. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq and all members of our audit committee are “independent” as that term is defined in the Nasdaq Listing Rules.
In addition, the First Amendment to MAK Cooperation Agreement extends the Standstill Period (as defined in the MAK Cooperation Agreement) to the period commencing on August 29, 2023 and ending on the date that is the earlier to occur of (i) 30 calendar days prior to the date of the 2024 Annual General Meeting of Shareholders or (ii) 60 calendar days following the resignation of the Investor Group Designee.
In addition, the First Amendment to MAK Cooperation Agreement had extended the Standstill Period (as defined in the MAK Cooperation Agreement) to the period commencing on August 29, 2023 and ending on the date that is the earlier to occur of (i) 30 calendar days prior to the date of the 2024 Annual General Meeting of Shareholders or (ii) 60 calendar days following the resignation of the Investor Group Designee.
Consist of 3,547,346 Ordinary Shares. These includes 3,244,895* Ordinary Shares held on Sole Voting and Dispositive Power and 302,451** Ordinary Shares held on Shared Voting and Dispositive Power. The mailing address for each of the Reporting Persons is 17595 Harvard Avenue, Suite C511, Irvine, California 92614. * (i) 35,075 shares held by the EDM 2016 Trust, of which Mr.
These includes 3,244,895* Ordinary Shares held on Sole Voting and Dispositive Power and 302,451** Ordinary Shares held on Shared Voting and Dispositive Power. The mailing address for each of the Reporting Persons is 17595 Harvard Avenue, Suite C511, Irvine, California 92614. * (i) 35,075 shares held by the EDM 2016 Trust, of which Mr.
Board Practices Board of Directors Our Board of directors is comprised of six directors, at least a majority of whom qualify as “independent” directors under the listing standards for independence of Nasdaq and Rule 10A-3 under the Exchange Act.
Board Practices Board of Directors Our Board of directors is comprised of five directors, at least a majority of whom qualify as “independent” directors under the listing standards for independence of Nasdaq and Rule 10A-3 under the Exchange Act.
For option grants to senior management, see “-Share Options and Restricted Stock Awards” below. 120 Table of Contents Share Options and Restricted Stock Awards. The Company also granted stock options to purchase a total of 203,194 Ordinary Shares to certain employees of the Company on November 14, 2017.
For option grants to senior management, see “-Share Options and Restricted Stock Awards” below. 116 Table of Contents Share Options and Restricted Stock Awards. The Company granted stock options to purchase a total of 203,194 Ordinary Shares to certain employees of the Company on November 14, 2017.
Schifrin is also general counsel and chief compliance officer of Terrapin Asset Management, LLC, managing alternative investments for high-net-worth individuals and institutions, and its affiliated specialty finance lending company, TICO Management Company, LP, and general counsel for The Juice, LLC, an education technology platform seeking to solve systemic deficiencies in literacy and reading fluency. Mr.
Schifrin is also general counsel and chief compliance officer of Terrapin Asset Management, LLC, managing alternative investments for high-net-worth individuals and institutions, and its affiliated specialty finance lending company, TICO Management Company, LP, and general counsel for The Juice, LLC, an education technology platform seeking to solve systemic deficiencies in literacy and reading fluency, a Terrapin Partners portfolio company .
Granted under 2006 India Share Plan, or 2006 Plan with an expiry date of September 4, 2024. The number of Ordinary Shares underlying the stock options takes into account a 5.4242194-for-one adjustment and a corresponding adjustment to the exercise prices of such options. 2. The trigger price points were $1.80, $2.10, $2.40 and $3.00.
Granted under 2006 India Share Plan, or 2006 Plan had an expiry date of September 4, 2024. The number of Ordinary Shares underlying the stock options took into account a 5.4242194-for-one adjustment and a corresponding adjustment to the exercise prices of such options. 2. The trigger price points were $1.80, $2.10, $2.40 and $3.00.
Shringi is also entitled to receive contribution to provident fund as per the rules of our Company, company provided car and encashment of un-availed leaves. The table below summarizes the total compensation paid by our executive director and other executive officers for the fiscal years ended March 31, 2023, and 2024.
Shringi is also entitled to receive contribution to a provident fund as per the rules of our Company, a company provided car and encashment of un-availed leaves. The table below summarizes the total compensation paid to our executive director and other executive officers for the fiscal years ended March 31, 2024, and 2025.
Bajaj may be deemed to have voting and dispositive power over the Ordinary Shares held for the account of Osprey and the Separately Managed Accounts. The business address of Investment Manager, IMGP and Mr.
Investment Manager serves as investment manager to each of Osprey and the Separately Managed Accounts. Each of Investment Manager, IMGP and Mr. Bajaj may be deemed to have voting and dispositive power over the Ordinary Shares held for the account of Osprey and the Separately Managed Accounts. The business address of Investment Manager, IMGP and Mr.
Mittal a lump sum equal to his salary for the notice period. Such notice period and termination benefits do not apply in the event that employment agreement with Mr. Mittal is terminated by us for any one of the reasons enumerated in the agreement. 124 Table of Contents C.
Amin a lump sum equal to his salary for the notice period. Such notice period and termination benefits do not apply in the event that employment agreement with Mr. Amin is terminated by us for any one of the reasons enumerated in the agreement. 119 Table of Contents C.
Kaufman”) and MAK Capital Fund LP (“MAK Fund”) for which they have shared voting and dispositive power based on the Schedule 13D/A filed with the SEC on July 18, 2022 and (ii) 22,808 Ordinary Shares held by Michael Kaufman.
Kaufman”) and MAK Capital Fund LP (“MAK Fund”) for which they have shared voting and dispositive power based on the Schedule 13D/A filed with the SEC on July 18, 2022 and (ii) 47,714 Ordinary Shares held by Michael Kaufman.
We have historically paid a PLB to our executive officers and certain other employees. 122 Table of Contents Outstanding Options During the fiscal year 2024, we have granted Nil stock options (March 31, 2023: Nil and March 31, 2022: Nil) to our directors and executive officers.
We have historically paid a PLB to our executive officers and certain other employees. 118 Table of Contents Outstanding Options During the fiscal year 2025, we have granted Nil stock options (March 31, 2024: Nil and March 31, 2023: Nil) to our directors and executive officers.
The outstanding RSUs and PSUs granted to our directors and executive officers during the year ended March 31, 2023 as of March 31, 2024 are as set forth in the following table: Total RSUs and PSUs Granted in Fiscal Year 2023 Shares Underlying Outstanding RSUs and PSUs 1,732,032 1,116,366 During the year ended March 31, 2024, 636,224 RSUs and 1,147,124 PSUs were granted under our 2016 Plan to our directors and executive officers, of which 361,224 fully vested as of March 31, 2024.
The outstanding RSUs and PSUs granted to our directors and executive officers during the year ended March 31, 2023 as of March 31, 2025 are as set forth in the following table: Total RSUs and PSUs Granted in Fiscal Year 2023 Shares Underlying Outstanding RSUs and PSUs 1,732,032 979,116 During the year ended March 31, 2024, 636,224 RSUs and 1,147,124 PSUs were granted under our 2016 Plan to our directors and executive officers, of which 498,724 were fully vested as of March 31, 2025.
We make a monthly deposit to a government fund and have contributed an aggregate of INR 37.9 million, INR 47.3 million and INR 54.7 million in fiscal years 2022, 2023 and 2024, respectively. Gratuity In accordance with Indian law, we pay gratuity to our eligible employees in India.
We make a monthly deposit to a government fund and have contributed an aggregate of INR 47.3 million, INR 54.7 million and INR 63.7 million in fiscal years 2023, 2024 and 2025, respectively. Gratuity In accordance with Indian law, we pay gratuity to our eligible employees in India.
For fiscal years 2022, 2023 and 2024, the aggregate amount set aside or accrued by us to provide for pension or retirement benefits for all our employees (including our directors and executive officers), which amount consists of the Provident Fund and gratuity disclosed below, was INR 51.8 million, INR 58.6 million and INR 65.2 million, respectively.
For fiscal years 2023, 2024 and 2025, the aggregate amount set aside or accrued by us to provide for pension or retirement benefits for all our employees (including our directors and executive officers), which amount consists of the Provident Fund and gratuity disclosed below, was INR 58.6 million, INR 65.2 million and INR 80.9 million, respectively.
We have paid gratuity to our employees in the aggregate amount of INR 13.9 million, INR 11.3 million and INR 10.5 million in fiscal years 2022, 2023 and 2024, respectively. Employment Agreements with Executive Officers We have entered into employment agreements with certain of our key employees. Mr. Shringi entered into an employment agreement with us on January 1, 2006.
We have paid gratuity to our employees in the aggregate amount of INR 11.3 million, INR 10.5 million and INR 17.2 million in fiscal years 2023, 2024 and 2025, respectively. Employment Agreements with Executive Officers We have entered into employment agreements with certain of our key employees. Mr. Shringi entered into an employment agreement with us on January 1, 2006.
As of June 30, 2024, we estimate that: ● approximately 90.70% of our outstanding ordinary shares were held in the United States by 13 holders of record (the United States record holders include Cede & Co., the nominee of the Depositary Trust Company), and ● approximately 100% of our outstanding Class F Shares were held in the United States by approximately 16 holders of record.
As of June 30, 2025, we estimate that: ● Approximately 93% of our outstanding ordinary shares were held in the United States by 13 holders of record (the United States record holders include Cede & Co., the nominee of the Depositary Trust Company), and ● approximately 100% of our outstanding Class F Shares were held in the United States by approximately 16 holders of record.
There was no action required to recover erroneously awarded compensation which is required to be disclosed pursuant to Compensation Recovery Policy for the fiscal year ended 2023-24.
There was no action required to recover erroneously awarded compensation which is required to be disclosed pursuant to Compensation Recovery Policy for the fiscal year ended 2024-25.
The vesting of the PSUs is linked to the performance of the Yatra share price and the trigger price points range from $2.50 to $4.00. The Company also granted 649,500 RSUs and 1,248,185 PSUs to certain employees of the Company in May 19, 2022.
The vesting of the PSUs was linked to the performance of the Yatra share price and the trigger price points ranged from $2.50 to $4.00. The Company also granted 649,500 RSUs and 1,248,185 PSUs to certain employees of the Company on May 19, 2022.
The outstanding RSUs and PSUs granted to our directors and executive officers during the year ended March 31, 2022 as of March 31, 2024, are as set forth in the following table: Total RSUs and PSUs Granted in Fiscal Year 2022 Shares Underlying Outstanding RSUs and PSUs 1,741,189 962,616 During the year ended March 31, 2023, 616,877 RSUs and 1,115,155 PSUs were granted under our 2016 Plan to our directors and executive officers, of which 615,666 fully vested as of March 31, 2024.
The outstanding RSUs and PSUs granted to our directors and executive officers during the year ended March 31, 2022 as of March 31, 2025, are as set forth in the following table: Total RSUs and PSUs Granted in Fiscal Year 2022 Shares Underlying Outstanding RSUs and PSUs 1,741,189 836,366 During the year ended March 31, 2023, 616,877 RSUs and 1,115,155 PSUs were granted under our 2016 Plan to our directors and executive officers, of which 752,916 were fully vested as of March 31, 2025.
The vesting of the PSUs is linked to the performance of the Yatra share price and the trigger price points range from $1.80 to $10.00. The Company also granted 4,90,770 stock options to purchase a total of 4,90,770 Ordinary Shares to certain employees of the Company in January 2021.
The vesting of the PSUs was linked to the performance of the Yatra share price and the trigger price points ranging from $1.80 to $10.00. The Company also granted stock options to purchase a total of 490,770 Ordinary Shares to certain employees of the Company in January 2021.
He also serves as a director of Yatra For Business Private Limited, Yatra Corporate Hotel Solutions Private Limited, Yatra Hotel Solutions Private Limited, TSI Yatra Private Limited, Yatra Online Freight Services Private Limited, Yatra TG Stays Private Limited, Travel.Co.In Private Limited and Adventure and Nature Network Private Limited which are subsidiaries of Yatra India and also serves as a Director of Middle East Travel Management Company Pvt.
He also serves as a director of Yatra For Business Private Limited, Yatra Corporate Hotel Solutions Private Limited, Yatra Hotel Solutions Private Limited, Globe All India Services Limited, TSI Yatra Private Limited, Yatra Online Freight Services Private Limited, Yatra TG Stays Private Limited, Travel.Co.In Private Limited and Yatra MICE and Holidays Limited (Formerly Yatra MICE and Holidays Private Limited) (Earlier Adventure and Nature Network Private Limited or ANN) which are subsidiaries of Yatra India and also serves as a Director of Middle East Travel Management Company Pvt.
As of March 31, 2024, we have reserved for issuance 7,588,646 authorized but unissued Ordinary Shares under the 2016 Plan, which shares are subject to an annual increase on January 1 of each year equal to three percent of the number of shares issued and outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2016 Plan.
As of March 31, 2025, we have reserved for issuance 8,598,562 authorized but unissued Ordinary Shares under the 2016 Plan, which number of shares is subject to an annual increase on January 1 of each year equal to three percent of the number of shares issued and outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2016 Plan.
The compensation committee operates under a written charter adopted by our Board, a current copy of which is available on our website at www.yatra.com. Nominating and Corporate Governance Committee The current members of our nominating and corporate governance committee are Stephen Schifrin, Roshan Mendis and Ms. Neelam Dhawan with Ms. Dhawan serving as its chairperson.
The compensation committee operates under a written charter adopted by our Board, a current copy of which is available on our website at www.yatra.com. Nominating and Corporate Governance Committee The current members of our nominating and corporate governance committee are Murlidhara Kadaba (starting July 21, 2025), Stephen Schifrin, and Roshan Mendis with Murlidhara Kadaba serving as its chairperson.
These shares, however, were not deemed outstanding for the purpose of computing the percentage ownership of any other person. 129 Table of Contents The information presented in the table below is based on 63,094,663 of our Ordinary Shares issued and outstanding as of March 31, 2024 and assumes the conversion into Ordinary Shares of all (i) Yatra USA Class F Shares, and (ii) Class F Shares.
These shares, however, were not deemed outstanding for the purpose of computing the percentage ownership of any other person. 123 Table of Contents The information presented in the table below is based on 62,055,750 of our Ordinary Shares issued and outstanding as of March 31, 2025 and assumes the conversion into Ordinary Shares of all (i) Yatra USA Class F Shares, and (ii) Class F Shares.
Grant Date (Month and Year) Vesting Commencement Date Type of Award Grant Outstanding Exercise Price Grant Outstanding Exercise Price Grant Outstanding Exercise Price 1 September, 2014 01-Sep-13 Stock Option (1) 172,836 172,836 $ 4.34 17,284 17,284 $ 4.34 - - - 2 June, 2020 01-Jul-20 RSUs* 443,291 27,705 - 91,304 5,709 - - - - 3 June, 2020 - PSUs **(2) 1,023,018 255,754 - 89,514 22,378 - - - - 4 June, 2020 - PSUs**(3) 347,147 347,147 - - - - - - - 5 June, 2021 01-Apr-21 RSUs* 400,000 100,000 - 105,000 26,250 - - - - 6 June, 2021 - PSUs**(4) 1,025,641 769,231 - 89,514 67,135 - - - - 7 May, 2022 01-Apr-22 RSUs* 400,000 200,000 - 105,000 52,500 - - - - 8 May, 2022 - PSUs**(5) 1,025,641 769,231 - 89,514 67,135 - - - - 9 September, 2022 01-Oct-22 RSUs* - - - - - - 44,000 27,500 - 10 July, 2023 01-Apr-23 RSUs*** 300,000 200,000 - 78,750 52,501 - 33,750 22,499 - 11 July, 2023 - PSUs** (6) 1,025,640 1,025,640 - 89,516 89,516 - 31,968 31,968 - * RSUs vest equally on a monthly basis for a period of four years, beginning from vesting commencement date and on the first day of every calendar month thereafter, subject to the 2016 Stock Option and Incentive Plan, or the 2016 Plan. **The vesting of the PSUs is linked to the performance of the Company’s share price and the PSUs will vest and be earned if the 20-day volume weighted average price of the Company’s Ordinary Shares equals or exceeds the applicable PSU trigger price.
(Month and Year) Commencement Date Type of Awards Grant Outstanding Exercise Price Grant Outstanding Exercise Price Grant Outstanding Exercise Price 1 September, 2014 September 1, 2013 Stock Option (1) 172,836 - $ 4.34 17,284 - $ 4.34 - - - 2 June, 2020 July 1, 2020 RSUs 443,291 - - 91,304 - - - - - 3 June, 2020 - PSUs **(2) 1,023,018 - - 89,514 - - - - - 4 June, 2020 - PSUs**(3) 347,147 - - - - - - - - 5 June, 2021 April 1, 2021 RSUs 400,000 - - 105,000 - - - - - 6 June, 2021 - PSUs**(4) 1,025,641 769,231 - 89,514 67,135 - - - - 7 May, 2022 April 1, 2022 RSUs* 400,000 100,000 - 105,000 26,250 - - - - 8 May, 2022 - PSUs**(5) 1,025,641 769,231 - 89,514 67,135 - - - - 9 September, 2022 October 1, 2022 RSUs* - - - - - - 44,000 16,500 - 10 July, 2023 April 1, 2023 RSUs*** 300,000 100,000 - 78,750 26,251 - 33,750 11,249 - 11 July, 2023 - PSUs** (6) 1,025,640 1,025,640 - 89,516 89,516 - 31,968 31,968 - 12 November, 2024 November 9, 2024 RSU*** 300,000 200,000 - - - - - - - 13 November, 2024 November 9, 2024 PSU**(7) 1,025,640 1,025,640 - - - - - - - * RSUs vest equally on a monthly basis for a period of four years, beginning from vesting commencement date and on the first day of every calendar month thereafter, subject to the 2016 Stock Option and Incentive Plan, or the 2016 Plan. **The vesting of the PSUs is linked to the performance of the Company’s share price and the PSUs will vest and be earned if the 20-day volume weighted average price of the Company’s Ordinary Shares equals or exceeds the applicable PSU trigger price.
Name Age Position Dhruv Shringi 50 Chief Executive Officer and Class III Director Manish Amin 58 Chief Information and Technology Officer Neelam Dhawan(2)(3) (4) 64 Non-Executive Class I Director Stephen Schifrin (1)(2)(3) 41 Non-Executive Class II Director Murlidhara Lakshmikantha Kadaba(1) (4) 62 Chairman of the Board and Non-Executive Class II Director Roshan Mendis (1)(3) 51 Non-Executive Class I Director Michael A.
Name Age Position Dhruv Shringi 51 Chief Executive Officer and Class III Director Manish Amin 59 Chief Information and Technology Officer Neelam Dhawan(2)(3) (5) 65 Non-Executive Class I Director Stephen Schifrin (1)(2)(3) 42 Non-Executive Class II Director Murlidhara Lakshmikantha Kadaba(1) (3) (4) 63 Chairman of the Board and Non-Executive Class II Director Roshan Mendis (1)(2)(3) 52 Non-Executive Class I Director Michael A.
The outstanding RSUs and PSUs granted to our directors and executive officers during the year ended March 31, 2021 as of March 31, 2024, are as set forth in the following table: Total RSUs and PSUs Granted in Fiscal Year 2021 Shares Underlying Outstanding RSUs and PSUs 2,113,821 658,693 During the year ended March 31, 2022, 626,034 RSUs and 1,115,155 PSUs were granted under our 2016 Plan to our directors and executive officers, of which 778,573 fully vested as of March 31, 2024.
The Outstanding 625,279 PSUs expired on June 1, 2024, The outstanding RSUs and PSUs granted to our directors and executive officers during the year ended March 31, 2021 as of March 31, 2025, are as set forth in the following table: Total RSUs and PSUs Granted in Fiscal Year 2021 Shares Underlying Outstanding RSUs and PSUs 2,113,821 Nil During the year ended March 31, 2022, 626,034 RSUs and 1,115,155 PSUs were granted under our 2016 Plan to our directors and executive officers, of which 904,823 were fully vested as of March 31, 2025.
The outstanding RSUs and PSUs granted to our directors and executive officers during the year ended March 31, 2024 as of March 31, 2024 are as set forth in the following table: Total RSUs and PSUs Granted in Fiscal Year 2024 Shares Underlying Outstanding RSUs and PSUs 1,783,348 1,422,124 123 Table of Contents Employee Benefit Plans We maintain employee benefit plans in the form of certain statutory and incentive plans covering substantially all of our employees.
The outstanding RSUs and PSUs granted to our directors and executive officers during the year ended March 31, 2025 as of March 31, 2025 are as set forth in the following table: Total RSUs and PSUs Granted in Fiscal Year 2025 Shares Underlying Outstanding RSUs and PSUs 1,484,551 1225,640 Employee Benefit Plans We maintain employee benefit plans in the form of certain statutory and incentive plans covering substantially all of our employees.
We may grant awards to any of our employees, consultants, or directors under the 2006 Plan. The plan administrator determines the individuals eligible to participate in the 2006 Plan in accordance with criteria laid down by our Board from time to time. Under the 2006 Plan, we have reserved an aggregate of 1,316,765 of our Ordinary Shares.
We may grant awards to any of our employees, consultants, or directors under the 2006 Plan. The plan administrator determines the individuals eligible to participate in the 2006 Plan in accordance with criteria laid down by our Board from time to time.
He is director and Chairman of the Board of Agilysys, Inc., and serves as a director for Skyline Champion Corporation, Trailhead Biosystems and Noveome Biotherapeutics, Inc. Mr. Kaufman holds a B.A. degree in Economics from the University of Chicago, where he also received his M.B.A. degree. He also earned a law degree from Yale University. Mr.
He is director and Chairman of the Board of Agilysys, Inc., and serves as a director for Trailhead Biosystems and Noveome Biotherapeutics, Inc. He served as a director of Champion Homes, Inc. from 2018 till 2024. Mr. Kaufman holds a B.A. degree in Economics from the University of Chicago, where he also received his M.B.A. degree.
(11) Consists of 90,354 Ordinary Shares. (12) Consists of 39,332 Ordinary Shares. (13) Consists of 69,693 Ordinary Shares and 50,000 Class F Shares. In addition, he is an Investment Manager of a Company in which he has no economic interest that owns an additional shares and has disclaimed any beneficial interest in such 36,329 additional shares.
(13) Consists of 103,339 Ordinary Shares and 50,000 Class F Shares. In addition, he is an Investment Manager of a Company in which he has no economic interest that owns an additional shares and has disclaimed any beneficial interest in such 36,329 additional shares.
We intend to disclose any material amendments to the code, or any waivers of its requirements, in our public SEC filings and/or on our website in accordance with applicable SEC and Nasdaq rules and regulations. Our Code of Conduct can be found on our website at www.yatra.com .
We intend to disclose any material amendments to the code, or any waivers of its requirements, in our public SEC filings and/or on our website in accordance with applicable SEC and Nasdaq rules and regulations. Our Code of Conduct can be found on our website at www.yatra.com . D. Employees See “Item 4. Information on the Company-B. Business Overview-Employees.” E.
Leight disclaims beneficial ownership of such securities except to the extent of his respective pecuniary interest therein. The principal business address of each of the Reporting Persons is 3725 Leafy Way, Miami, Florida 33133. (3) Based solely on the Schedule 13G/A filed on February 14, 2024 with the SEC by Altai Capital Management, L.P.
Leight disclaims beneficial ownership of such securities except to the extent of his respective pecuniary interest therein. The principal business address of each of the Reporting Persons is 3725 Leafy Way, Miami, Florida 33133. (6) Based solely on the Schedule 13G/A filed with the SEC on February 08, 2024. Consist of 3,547,346 Ordinary Shares.
Kaufman was appointed to the Board pursuant to a Cooperation agreement, dated July 17, 2022. 118 Table of Contents B. Compensation Non-Executive Director Compensation We pay the reasonable costs and expenses incurred in connection with attending meetings of our Board and the committees of our Board.
He also earned a law degree from Yale University. Mr. Kaufman was appointed to the Board pursuant to a Cooperation agreement, dated July 17, 2022. B. Compensation Non-Executive Director Compensation We pay the reasonable costs and expenses incurred in connection with attending meetings of our Board and the committees of our Board.
The nominating and corporate governance committee’s responsibilities include: ● making recommendations to our Board regarding candidates for directorships and the structure and composition of our Board; ● recommending to the Board criteria for Board and committee membership; ● developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, periodically reviewing such guidelines and recommending any changes thereto; ● overseeing the evaluation of the Board and management; ● reporting and making recommendations to our Board concerning governance matters; and ● reviewing and evaluating, at such intervals as may be required from time to time, the performance of the nominating and corporate governance committee. 127 Table of Contents The nominating and corporate governance committee operates under a written charter adopted by our Board, a current copy of which is available on our website at www.yatra.com.
The nominating and corporate governance committee’s responsibilities include: ● making recommendations to our Board regarding candidates for directorships and the structure and composition of our Board; ● recommending to the Board criteria for Board and committee membership; ● developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, periodically reviewing such guidelines and recommending any changes thereto; ● overseeing the evaluation of the Board and management; ● reporting and making recommendations to our Board concerning governance matters; and ● reviewing and evaluating, at such intervals as may be required from time to time, the performance of the nominating and corporate governance committee.
Christopher J. Maguire and Ms. Nicoletti is 300 Four Falls Corporate Center, 300 Conshohocken State Road, Suite 405, West Conshohocken, Pennsylvania 19428. The principal business address of Mr. Timothy J. Maguire is 5625 East Nauni Valley Drive, Paradise Valley, Arizona 85253. (5) Based solely on the Schedule 13G/A filed with the SEC on February 08, 2024.
Christopher J. Maguire and Ms. Nicoletti is 300 Four Falls Corporate Center, 300 Conshohocken State Road, Suite 405, West Conshohocken, Pennsylvania 19428. The principal business address of Mr. Timothy J. Maguire is 5625 East Nauni Valley Drive, Paradise Valley, Arizona 85253.
The trigger price points are $2.50, $3.00, $3.50 and $4.00 and PSUs with a trigger price point of $2.50 vested during FY 22-23. 6. The trigger price points are $2.75, $3.25, $3.75 or $4.25, none of which have been achieved.
The outstanding PSUs got expired in June 2025 with the expiry of 4 years from the grant date. 5. The trigger price points are $2.50, $3.00, $3.50 and $4.00 and PSUs with a trigger price point of $2.50 vested during FY 22-23. 6. The trigger price points are $2.75, $3.25, $3.75 or $4.25, none of which have been achieved. 7.
Ltd. Prior to joining our company, Mr. Amin worked at Ebookers, from June 1990 to November 2005 where his last role was Head of Technology Infrastructure. He holds a general certificate in business studies from South Thames College. Rohan Mittal. Mr.
Ltd. Prior to joining our company, Mr. Amin worked at Ebookers, from June 1990 to November 2005 where his last role was Head of Technology Infrastructure. He holds a general certificate in business studies from South Thames College. Anuj Kumar Sethi. Mr. Sethi was appointed as Company’s Principal Financial Officer and Principal Accounting Officer effective from April 11, 2025. Mr.
(1) Unless otherwise noted, the business address of each of the persons and entities listed above is c/o Yatra Online, Inc., Gulf Adiba, Plot No. 272, 4 th Floor, Udyog Vihar, Phase II, Sector-20, Gurugram, Haryana-122008, India, India.
(1) Unless otherwise noted, the business address of each of the persons and entities listed above is c/o Yatra Online, Inc., Gulf Adiba, Plot No. 272, 4 th Floor, Udyog Vihar, Phase II, Sector-20, Gurugram, Haryana-122008, India, India. (2) Based on the Schedule 13D/A filed with the SEC by MAK Capital One L.L.C. (“MAK Capital”), Michael A. Kaufman (“Mr.
Compensation of Non-executive Directors for the Fiscal year 2024 is as follows: Name Compensation (US $) (excluding sitting fees paid by Yatra India)*# Compensation paid in terms of issuance of Ordinary Shares (#) Murlidhara Lakshmikantha Kadaba $ 41,751 16,372 Neelam Dhawan $ 33,500 18,801 Stephen Schifrin $ 38,500 21,607 Roshan Mendis $ 33,500 18,801 Michael Kaufman $ 27,749 15,615 Total $ 175,000 91,196 *Includes fees in respect of Board membership, committee membership and fees payable to the Chairman of the Board.
Compensation of Non-executive Directors for the Fiscal year 2025 is as follows: Name Compensation (US $) (excluding sitting fees paid by Yatra India)*# Compensation paid in terms of issuance of Ordinary Shares (#) Murlidhara Lakshmikantha Kadaba $ 41,000 24,906 Neelam Dhawan** $ 27,076 20,177 Stephen Schifrin $ 38,500 33,646 Roshan Mendis $ 33,500 29,276 Michael Kaufman $ 28,500 24,906 Total $ 168,576 132,911 *Includes fees in respect of Board membership, committee membership and fees payable to the Chairman of the Board.
September 8, 2022) 8.46 15.94 0.36 0.67 - - 3.94 13.42 12.76 30.03 119 Table of Contents The outstanding stock options, RSUs and PSUs held by our executive director and other current executive officers as on March 31, 2024 are set forth in table below: Dhruv Shringi Manish Amin Rohan Mittal S. No.
April 10, 2025 ) 15.94 16.66 0.67 0.70 - 20 13.42 3.97 30.03 41.33 The outstanding stock options, RSUs and PSUs held by our executive director and other current executive officers as on March 31, 2025 are set forth in table below: Grant Date Vesting Dhruv Shringi Manish Amin Rohan Mittal S. No.
(INR - in Millions) Short-term employee benefits Contributions to defined contribution plans Profit linked bonus Share based payment Total Name FY 2023 FY 2024 FY 2023 FY 2024 FY 2023 FY 2024 FY 2023 FY 2024 FY 2023 FY 2024 Dhruv Shringi, Director and CEO 30.55 33.50 0.02 0.02 6.77 - 92.81 152.19 130.15 185.71 Manish Amin, Chief Information and Technology Officer 17.33 19.69 0.73 0.83 2.52 - 15.65 27.41 36.23 47.93 Rohan Mittal, Group CFO (appointed w.e.f.
(INR - in Millions) Name Short-term employee benefits Contributions to defined contribution plans Bonus Share based payment Total FY 2024 FY 2025 FY 2024 FY 2025 FY 2024 FY 2025 FY 2024 FY 2025 FY 2024 FY 2025 Dhruv Shringi, Director and CEO 33.50 34.95 0.02 0.02 - 38.55 152.19 78.45 185.71 151.97 Manish Amin, Chief Information and Technology Officer 19.69 20.66 0.83 0.87 - - 27.41 9.06 47.93 30.59 Rohan Mittal, Group CFO (ceased w.e.f.
Our Board of directors has determined that all members of our Compensation Committee are “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act and “outside directors” for purposes of Section 162(m) of the Code. Our compensation committee reviews and recommends policies relating to compensation and benefits of its officers and employees.
Neelam Dhawan ceased to be the member of the compensation committee w.e.f. January 20, 2025. Our Board of directors has determined that all members of our Compensation Committee are “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act and “outside directors” for purposes of Section 162(m) of the Code.
Before becoming an entrepreneur, he served as the Group President and Chief Executive Officer of Financial Services at Reliance Payments Solutions Limited. Prior to this, Mr. Kadaba worked for American Express for eight years where he was the country manager for India and area countries. He was responsible for launching Amex’s Consumer banking franchise and several credit cards in India.
Before becoming an entrepreneur, he served as the Group President and CEO of Financial Services in Reliance. Prior to this, Mr. Kadaba worked for American Express for eight years where he was the Country Manager for both bank and payment products for India and Area Countries.
Kaufman (2) 52 Non-Executive Class I Director Rohan Mittal 40 Group Chief Financial Officer (1) Member of the audit committee. (2) Member of the compensation committee. (3) Member of nominating and corporate governance committee. (4) Member of the restructuring committee constituted on June 20, 2024. 116 Table of Contents Executive Officers and Senior Management Dhruv Shringi. Mr.
Kaufman (2) 53 Non-Executive Class I Director Rohan Mittal (6) 41 Group Chief Financial Officer Anuj Kumar Sethi (7) 56 Principal Financial Officer and Principal Accounting Officer (1) Member of the audit committee. (2) Member of the compensation committee. (3) Member of nominating and corporate governance committee. (4) Member of the restructuring committee constituted on June 20, 2024.
Kadaba is qualified to serve on our Board because of his knowledge of banking and finance, as well as his capital markets expertise. Neelam Dhawan. Ms. Dhawan has served as a non-executive member of our Board since January 2019. She has been a member of the Board of ICICI Bank Limited since January 2018.
Kadaba is qualified to serve on our Board because of his knowledge of banking and finance, as well as his capital markets expertise. 114 Table of Contents Roshan Mendis . Mr. Mendis has served as a non-executive member of our Board since January 17, 2022. Mr.
Bajaj is 4675 MacArthur Court, Suite 1500, Newport Beach, California 92660. 130 Table of Contents (4) Based solely on the Schedule 13D filed with the SEC on April 8, 2021 and the Schedule 13D/A filed May 13, 2021, July 27, 2021 and January 24, 2022 by (i) The 2020 Timothy J.
The principal business address is 199 Bay Street, Suite 4000 Toronto, Ontario M5L 1A9. 124 Table of Contents (4) Based solely on the Schedule 13D filed with the SEC on April 8, 2021 and the Schedule 13D/A filed May 13, 2021, July 27, 2021 and January 24, 2022 by (i) The 2020 Timothy J.
Name of Beneficial Owners(1) Number of Shares Beneficially Owned Percentage of Outstanding Shares 5% Shareholders: Entities Affiliated MAK Capital One L.L.C.(6) 12,170,301 19.29 % Entities Affiliated with Altai Capital Management, LLC(3) 4,777,984 7.57 % Entities Affiliated with The 2020 Timothy J.
Name of Beneficial Owners (1) Number of Shares Beneficially Owned Percentage of Outstanding Shares Entities Affiliated MAK Capital One L.L.C. (2) 12,170,301 19.61 % Marval Guru Fund (3) 5,800,000 9.35 % Entities Affiliated with The 2020 Timothy J.
As on the date of this annual report, all the options granted under the 2006 Plan are vested. 2016 Plan On December 13, 2016, our Board approved the 2016 Plan and, on December 15, 2016, our shareholders approved the 2016 Plan. The 2016 Plan enables our Company to make equity-based awards to our officers, employees, non-employee directors and consultants.
Under the 2006 Plan, we have reserved an aggregate of 1,316,765 of our Ordinary Shares. 2016 Plan On December 13, 2016, our Board approved the 2016 Plan and, on December 15, 2016, our shareholders approved the 2016 Plan. The 2016 Plan enables our Company to make equity-based awards to our officers, employees, non-employee directors and consultants.
Shares Underlying Outstanding Options Exercise Price Grant Date Expiry Date 190,120 $ 4.34 August 1, 2014 July 29, 2024 Outstanding RSAs, RSUs and PSUs During the year ended March 31, 2021, 654,142 RSUs and 1,459,679 PSUs were granted under our 2016 Plan to our directors and executive officers, of which 1,455,128 were fully vested as of March 31, 2024.
As of March 31, 2025, no outstanding options to purchase Ordinary Shares were held by our directors and executive officers. Outstanding RSAs, RSUs and PSUs During the year ended March 31, 2021, 654,142 RSUs and 1,459,679 PSUs were granted under our 2016 Plan to our directors and executive officers, of which 1,488,542 were fully vested as of March 31, 2025.
Kaufman is 590 Madison Avenue, Suite 2401, New York, NY 10022; and (ii) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda. (7) Consists of 12,193,109 Ordinary shares. These include (i) 12,170,301 Ordinary Shares held by MAK Capital One L.L.C. (“MAK Capital”), Michael A. Kaufman (“Mr.
Kaufman”) and MAK Capital Fund LP (“MAK Fund”) on July 18, 2022 Consists of 12,170,301 Ordinary Shares. The principal business address of (i) MAK Capital and Mr. Kaufman is 590 Madison Avenue, Suite 2401, New York, NY 10022; and (ii) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda.
Each of MIHI LLC and the Terrapin Sponsors also has the Board Observer Right which terminates when they no longer own at least 5% of our outstanding Ordinary Shares.
Each of MIHI LLC and the Terrapin Sponsors were provided the Board Observer Right which terminates when they no longer own at least 5% of our outstanding Ordinary Shares. MIHI LLC no longer holds its Board Observer Right. 120 Table of Contents The primary responsibility of the executive director, Dhruv Shringi, is to manage our Company.
Executive Director and Other Executive Officer Compensation Dhruv Shringi, our executive director, was entitled to remuneration, or Gross Annual Remuneration, of INR 33.45 million per annum, including salary, dearness allowance, perquisites and other allowances, benefits, etc. in addition to an annual performance bonus of an amount not exceeding 50% of his Gross Annual Remuneration, as of March 31, 2024.
These Ordinary Shares reflect the number of shares issued towards the discharge of such compensation during the Fiscal 2025 and such number of shares is determined based on the closing trading price of Company’s Ordinary Shares on NASDAQ at the end of the respective quarter. 115 Table of Contents Executive Director and Other Executive Officer Compensation Dhruv Shringi, our executive director, was entitled to remuneration, or Gross Annual Remuneration, of INR 35.13 million per annum, including salary, dearness allowance, perquisites and other allowances, benefits, etc. in addition to an annual performance bonus of an amount not exceeding 50% of his Gross Annual Remuneration, as of March 31, 2025.
Shringi is our co-founder and has served as our Chief Executive Officer since June 2008 and as a member of our Board since December 2005. Prior to joining our Company, Mr. Shringi was Director of Group Operations and Technology of the Ebookers Group, London from October 2003 to June 2005. From February 2002 to September 2003, Mr.
He is not a member of the Executive Management. 113 Table of Contents Executive Officers and Senior Management Dhruv Shringi. Mr. Shringi is our co-founder and has served as our Chief Executive Officer since June 2008 and as a member of our Board since December 2005. Prior to joining our Company, Mr.
The audit committee operates under a written charter adopted by our Board, a current copy of which is available on our website at www.yatra.com. 126 Table of Contents Compensation Committee The current members of our compensation committee are Neelam Dhawan, Michael Kaufman (w.e.f. May 26, 2023), Stephen Schifrin, Mr. Murlidhara Kadaba (was a member until May 25, 2023).
The audit committee operates under a written charter adopted by our Board, a current copy of which is available on our website at www.yatra.com. 121 Table of Contents Compensation Committee The current members of our compensation committee are Roshan Mendis (starting July 21, 2025), Michael Kaufman and Stephen Schifrin with Roshan Mendis serving as its chairperson.
These RSUs will vest over a period of three years in equal monthly installments commencing from first vesting on April 1, 2024, with last such vesting on March 1, 2027. 121 Table of Contents 2006 Plan Our Board of directors adopted 2006 Plan to attract and retain appropriate personnel in our employment, to incentivize our employees and consultants and to promote the success of our business.
The Company also granted 25,000 RSUs to certain employees of the Company on March 17, 2024. These RSUs will vest over a period of three years in equal monthly installments commencing from first vesting on April 1, 2024, with last such vesting on March 1, 2027.
Maguire Investment Trust (4) 4,525,357 7.17 % Entities Affiliated with Nathan Leight(2) 3,680,442 5.83 % Entities Affiliated with Vincent Smith (5) 3,547,346 5.62 % Executive Officers and Directors: Michael Kaufman (6) (7) 12,193,109 19.33 % Dhruv Shringi(8) 2,557,145 4.04 % Manish Amin(9) 1,013,408 1.61 % Murlidhara Lakshmikantha Kadaba(10) 83,428 [*] % Neelam Dhawan(11) 90,354 [*] % Roshan Mendis(12) 39,332 [*] % Stephen Schifrin(13) 156,022 [*] % Rohan Mittal (14) 56,142 [*] % All directors and officers as a group (8 persons) 16,188,940 25.64 % *Less than 1 percent.
Maguire Investment Trust (4) 4,525,357 7.29 % Entities Affiliated with Nathan Leight (5) 3,680,442 5.93 % Entities Affiliated with Vincent Smith (6) 3,547,346 5.72 % Entities Affiliated with Altai Capital Management, LLC (7) 3,425,695 5.52 % Executive Officers and Directors: Michael Kaufman (2) and (8) 12,218,015 19.69 % Dhruv Shringi (9) 2,686,856 4.33 % Manish Amin (10) 1,072,402 1.73 % Murlidhara Lakshmikantha Kadaba (11) 99,631 [*] % Roshan Mendis (12) 68,608 [*] % Stephen Schifrin (13) 189,668 [*] % Rohan Mittal (14) 26,391 [*] % All current directors and officers as a group (7 persons)(15) 16,441,247 26.47 % *Less than 1 percent.
He holds a B.Com (Hons.) degree from Delhi University, a Master of Business Administration degree from INSEAD and is also a qualified chartered accountant. Mr. Shringi is currently serving as the Board Member of Yatra India and Yatra USA Corp. and does not serve on the Board of any other Public Company. We believe Mr.
He holds a B.Com (Hons.) degree from Delhi University, a Master of Business Administration degree from INSEAD and is also a qualified chartered accountant. Mr.
(the “Investment Manager”), Altai Capital Management, LLC (“IMGP”) and Rishi Bajaj. Consists of 4,777,984 Ordinary Shares held for the account of Altai Capital Osprey, LLC (“Osprey”) and accounts separately managed by Investment Manager (the “Separately Managed Accounts”). Investment Manager serves as investment manager to each of Osprey and the Separately Managed Accounts. Each of Investment Manager, IMGP and Mr.
(7) Based solely on the Schedule 13G/A filed on February 14, 2025 with the SEC by Altai Capital Management, L.P. (the “Investment Manager”), Altai Capital Management, LLC (“IMGP”) and Rishi Bajaj. Consists of 34,25,695 Ordinary Shares held for the account of Altai Capital Osprey, LLC (“Osprey”) and accounts separately managed by Investment Manager (the “Separately Managed Accounts”).
Additionally, Yatra India paid a sitting fees of INR 1,000,000 to Murlidhara Lakshmikantha Kadaba and INR 6,00,000 to Neelam Dhawan who are non-executive Directors on the Board of Yatra India also and hold certain committee membership therein. # Except with respect to the cash compensation of USD 12,500 paid to the Chairman of the Board, 50% of the overall compensation entitlement for non-executive directors is paid in cash and rest is discharged by way of issuance of Ordinary Shares in the Company.
January 20, 2025 # Except with respect to the cash compensation of US 12,500 paid to the Chairman of the Board, 50% of the overall compensation entitlement for non-executive directors is paid in cash and rest is discharged by way of issuance of Ordinary Shares in the Company.
(14) Consist of 52,432 Ordinary Shares and 3,710 Ordinary Shares underlying RSUs that will vest within 60 days of March 31, 2024. 131 Table of Contents Significant Changes To our knowledge, the Company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.
(15) Consist of 16,391,247 Ordinary Shares and 50,000 Class F shares, held by current Directors and Officers, taken together 125 Table of Contents Significant Changes To our knowledge, the Company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.
Earlier, Mr. Kadaba was VP and Head of Investment Products at Citibank-India. Mr. Kadaba has served on the boards of Amcham and the Financial Planning Standards Board. He is a member of the Advisory Board of the Indian Institute of Learning Management (IILM), is an active member of Young Presidents’ Organization and a charter member of The Indus Entrepreneurs (TIE).
He was responsible for launching Amex’s consumer banking franchise and several credit cards in India. Earlier, Mr. Kadaba was VP & Head of Investment Products at Citibank-India. Mr. Kadaba has served on the boards of AmCham and Financial Planning Standards Board.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Shareholders will be entitled to make one demand for registration of ordinary shares, except for certain Yatra shareholders will be entitled to make three demands. 132 Table of Contents The Investor Rights Agreement also provides the Terrapin Sponsors the right to nominate an individual for election to our Board upon the resignation, removal, death or disability of the director initially designated by them pursuant to the terms of the Business Combination Agreement, as well as the right to re-nominate such director two successive times.
Shareholders will be entitled to make one demand for registration of ordinary shares, except for certain Yatra shareholders will be entitled to make three demands. 126 Table of Contents The Investor Rights Agreement also provides the Terrapin Sponsors the right to nominate an individual for election to our Board upon the resignation, removal, death or disability of the director initially designated by them pursuant to the terms of the Business Combination Agreement, as well as the right to re-nominate such director two successive times.
Shareholders Agreements See “ Item 10. Additional Information-B. Memorandum and Articles of Association. ” Employment Agreements See “ Item 6. Directors, Senior Management and Employees-B. Compensation-Employment Agreements with Executive Officers. ” 133 Table of Contents Equity Option and Share Incentive Plans See “ Item 6. Directors, Senior Management and Employees-B. Compensation. ” C. Interest of Experts and Counsel Not applicable.
Memorandum and Articles of Association. ” Employment Agreements See “ Item 6. Directors, Senior Management and Employees-B. Compensation-Employment Agreements with Executive Officers. ” 127 Table of Contents Equity Option and Share Incentive Plans See “ Item 6. Directors, Senior Management and Employees-B. Compensation. ” C. Interest of Experts and Counsel Not applicable.
Pursuant to which, the Exchange and Support Agreement will now expire upon the earlier of (i) the date that no Yatra USA Class F Shares remain outstanding or (ii) the mutual written consent of Yatra, Yatra USA and the Yatra USA Class F holders. Note Purchase Agreement On October 5, 2022, Yatra Online, Inc.
Pursuant to which, the Exchange and Support Agreement will now expire upon the earlier of (i) the date that no Yatra USA Class F Shares remain outstanding or (ii) the mutual written consent of Yatra, Yatra USA and the Yatra USA Class F holders. Shareholders Agreements See “ Item 10. Additional Information-B.
Removed
(the “Company,” “we” or “our”) issued a promissory note for an aggregate principal amount of US$10,000,000 with a simple interest rate of 11% per annum (the “Note”).
Removed
The Note was issued in a private offering to MAK Capital Fund, LP (“MAK”), an affiliate of our shareholder and Michael Kaufman, a member of our Board of Directors, pursuant to a Note Purchase Agreement (the “Purchase Agreement”).
Removed
On June 29, 2023, we made a partial pre-payment of $1.6 million of the $10.0 million principal amount outstanding under the Note issued pursuant to the Purchase Agreement. On September 28, 2023, we prepaid in full the outstanding US$9.45 million. Accordingly, all amounts due pursuant to the Note Purchase Agreement have been discharged and the Note was cancelled.

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