6-K
Yatra Online, Inc. (YTRA)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM6-K
Reportof Foreign Private Issuer
Pursuantto Rule 13a-16 or 15d-16
underthe Securities Exchange Act of 1934
February11, 2026
CommissionFile Number: 001-37968
YATRAONLINE, INC.
GulfAdiba, Plot No. 272,
4thFloor, Udyog Vihar, Phase-II,
Sector-20,Gurugram-122008, Haryana
India
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
OtherEvents
On February 11, 2026, Yatra Online, Inc. issued an earnings release announcing its unaudited financial and operating results for the three months ended December 31, 2025. A copy of the earnings release is attached hereto as Exhibit 99.1.
This Report on Form 6-K is hereby incorporated by reference into Yatra Online, Inc.’s registration statement on Form F-3 (Registration Statement No. 333-256442) filed with the Securities and Exchange Commission (“SEC”) on May 24, 2021 (and subsequently amended on July 7, 2021) and Form S-8 (Registration Statement No. 333-218498) filed with the SEC on June 5, 2017, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
ExhibitIndex
| Exhibit No. | Description |
|---|---|
| 99.1 | Earnings release of Yatra Online, Inc. dated February 11, 2026 |
| 2 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| YATRA ONLINE, INC. | ||
|---|---|---|
| Date:<br> February 11, 2026 | By: | /s/ Siddhartha Gupta |
| Siddhartha<br> Gupta | ||
| Chief<br> Executive Officer |
| 3 |
| --- |
Exhibit99.1
YATRAONLINE, INC. ANNOUNCES RESULTS FOR
THETHREE MONTHS ENDED DECEMBER 31, 2025
Gurugram,India and New York February 11, 2026— Yatra Online, Inc. (NASDAQ: YTRA) (the “Company”), India’s leading corporate travel services provider and one of India’s leading online travel companies, today announced its unaudited financial and operating results for the three months ended December 31, 2025.
“I am pleased to report that the third quarter marked a period of robust financial and operational performance, with results exceeding our initial full-year growth guidance, despite disruptions in India’s domestic aviation sector and geopolitical developments impacting international travel, particularly traffic to and through the Middle East region.
Our performance was driven by balanced growth across business travel demand, affiliate-sourced business, and our consumer segment, underpinned by sustained momentum and effective execution across our platforms.
For the three months ended December 31, 2025, we reported revenue of INR 2,576.9 million (USD 28.7 million) registering growth of 9.6% YoY. This growth was driven by a stronger consumer and affiliate travel mix, continued expansion in Air, and improved profitability in Hotels and Packages.
Our Corporate Travel segment continues to serve as a key growth pillar. During the third quarter, we onboarded 40 new corporate clients, expanding annual billing potential by INR 2,234 million (USD 24.9 million). While the third quarter is typically a lean period for corporate travel due to year-end holidays, we proactively accelerated growth in our consumer and affiliate channels. This included an aggressive focus on Air revenues while maintaining pricing discipline and margins in Hotels, without resorting to discounting.
The integration of Globe Travels has progressed well, delivering supplier synergies, technology enhancements, and cross-selling opportunities that further strengthen our client value proposition.
As part of our ongoing efforts around restructuring, the Company believes it has a viable structure to pursue. The Company is progressing on its restructuring efforts to unlock shareholder value, with timelines subject to regulatory intricacies.
Looking ahead, we remain focused on scaling high-margin segments, deepening our technology capabilities, and driving sustainable long-term value for all stakeholders.
I extend my sincere thanks to our dedicated team, trusted partners, and supportive shareholders. “– Siddhartha Gupta, CEO.
Financialand operating highlights for the three months ended December 31, 2025**:**
| ● | Revenue of INR 2,576.9 million (USD 28.7 million), representing an increase of 9.6% year-over-year basis (“YoY”). | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| ● | Adjusted Margin ^(1)^from Air Ticketing of INR 1,195.8 million (USD 13.3 million), representing a increase of 39.4% YoY. | ||||||||
| ● | Adjusted Margin ^(1)^from Hotels and Packages of INR 502.1 million (USD 5.6 million), representing an increase of 14.6% YoY. | ||||||||
| ● | Total Gross Bookings (Air Ticketing, Hotels and Packages and Other Services)^(3)^ of INR 21,761.9 million (USD 242.2 million),<br> representing an increase of 20.9% YoY. | ||||||||
| ● | Loss for the period was INR 129.3 million (USD 1.4 million) versus a profit of INR 39.8 million (USD 0.4 million) for<br> the three months ended December 31, 2024, reflecting negative swing of INR 169.1 million (USD 1.8 million) YoY. | ||||||||
| ● | Result from operations were a loss of INR 120.2 million (USD 1.3 million) versus a profit of INR 14.8 million (USD 0.2<br> million) for the three months ended December 31, 2024, reflecting negative swing of INR 135.0 million (USD 1.5 million)<br> YoY. | ||||||||
| ● | **Adjusted EBITDA^(2)^**was INR 99.7 million (USD 1.1 million) reflecting a decrease by 17.9% YOY. | ||||||||
| Three months ended December 31, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2025 | 2025 | |||||||
| Unaudited | Unaudited | Unaudited | YoY Change | ||||||
| (In thousands except percentages) | % | ||||||||
| Financial Summary as per IFRS | |||||||||
| Revenue | 9.6 | % | |||||||
| Results from operations | ) | ) | (912.2 | )% | |||||
| (Loss)/ Profit for the period | ) | ) | (425.0 | )% | |||||
| Financial Summary as per non-IFRS measures | |||||||||
| Adjusted Margin ^(1)^ | |||||||||
| Adjusted Margin - Air Ticketing | 39.4 | % | |||||||
| Adjusted Margin - Hotels and Packages | 14.6 | % | |||||||
| Adjusted Margin - Other Services | 13.7 | % | |||||||
| Others (Including Other Income) | (9.4 | )% | |||||||
| Adjusted EBITDA ^(2)^ | (17.9 | )% | |||||||
| Operating Metrics | |||||||||
| Gross Bookings ^(3)^ | 20.9 | % | |||||||
| Air Ticketing | 22.4 | % | |||||||
| Hotels and Packages | 19.5 | % | |||||||
| Other Services ^(6)^ | (7.3 | )% | |||||||
| Adjusted Margin% ^(4)^ | |||||||||
| Air Ticketing | % | % | |||||||
| Hotels and Packages | % | % | |||||||
| Other Services | % | % | |||||||
| Quantitative details ^(5)^ | |||||||||
| Air Passengers Booked | 13.5 | % | |||||||
| Stand-alone Hotel Room Nights Booked | 21.5 | % | |||||||
| Packages Passengers Travelled | 27.1 | % |
All values are in Indian Rupees.
Note:
| (1) | As<br> certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross”<br> basis, we evaluate our financial performance based on Adjusted Margin, which is a non-IFRS measure. |
|---|---|
| (2) | See<br> the section below titled “Certain Non-IFRS Measures.” |
| (3) | Gross<br> Bookings represent the total amount paid by our customers for travel services, freight services and products booked through us, including<br> taxes, fees and other charges, and are net of cancellation and refunds. |
| (4) | Adjusted<br> Margin % is defined as Adjusted Margin as a percentage of Gross Bookings. |
| (5) | Quantitative<br> details are considered on a gross basis. |
| (6) | Other<br> Services primarily consists of freight business, IT services, bus, rail and cab and others services. |
As of December 31, 2025, 63,929,922 ordinary shares (on an as-converted basis), par value $0.0001 per share, of the Company (the “Ordinary Shares”) were issued and outstanding.
ConvenienceTranslation
The interim unaudited condensed consolidated financial statements are stated in INR. However, solely for the convenience of readers, the interim unaudited condensed consolidated statement of profit or loss and other comprehensive loss for the three months and nine months ended December 31, 2025, the interim unaudited condensed consolidated statement of financial position as at December 31, 2025, the interim unaudited condensed consolidated statement of cash flows for the nine months ended December 31, 2025 and discussion of the results of the three months ended December 31, 2025 compared with three months ended December 31, 2024, were converted into U.S. dollars at the exchange rate of 89.84 INR per USD, which is based on the noon buying rate as at December 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. 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 International Financial Reporting Standards (“IFRS”).
Recentdevelopments
The Board of Directors (the “Board”) of Yatra Online Limited (“Yatra India”), the Indian subsidiary of the Company, approved a Composite Scheme of Amalgamation (“Scheme”) on August 12, 2024. The Scheme involves a structural reorganization of Yatra India (the “Amalgamated Company”) and its six wholly-owned subsidiaries (collectively, the “Amalgamating Companies”), and excludes the Company. The Amalgamating Companies and Amalgamated Company had previously filed the Scheme with the Hon’ble National Company Law Tribunal, Mumbai (“NCLT”), for the requisite approvals. The NCLT delivered an order dated February 07, 2025 allowing the first motion application. Subsequently, Yatra India filed the second motion application with NCLT for approval, which the NCLT allowed via an order dated July 10, 2025. The NCLT, via its order dated October 14, 2025 (“Order”), has approved the Scheme. The certified copy of the Order has been filed with the Registrar of Companies, Mumbai, Maharashtra, India. The Scheme became effective on December 1, 2025.
Resultsof Three Months Ended December 31, 2025
Revenue. We generated Revenue of INR 2,576.9 million (USD 28.7 million) in the three months ended December 31, 2025, an increase of 9.6% compared with INR 2,350.7 million (USD 26.2 million) in three months ended December 31, 2024. Increase in revenue is mainly driven by an increase in our Air business and Hotel and package business on account of increase in the gross bookings.
Servicecost. Our Service cost decreased to INR 1,291.0 million (USD 14.4 million) in the three months ended December 31, 2025, compared to Service cost of INR 1,311.3 million (USD 14.6 million) in the three months ended December 31, 2024. The decrease in Service cost is driven by the improved margins.
The following table reconciles our Revenue (an IFRS measure) to Adjusted Margin (a non-IFRS measure), for further details, see section below titled “Certain Non-IFRS Measures.”
Reconciliationof Revenue (an IFRS measure) to Adjusted Margin (a non-IFRS measure)
| Reportable Segments | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Air Ticketing | Hotels and Packages | Other Services | ||||||||||||
| Three months ended December 31, | ||||||||||||||
| Amount in INR thousands (Unaudited) | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | ||||||||
| Revenue as per IFRS - Rendering of services | 463,913 | 611,456 | 1,660,848 | 1,728,907 | 69,309 | 79,722 | ||||||||
| Customer promotional expenses | 393,686 | 584,354 | 88,483 | 64,104 | 3,534 | 3,133 | ||||||||
| Service cost | - | - | (1,311,296 | ) | (1,290,951 | ) | - | - | ||||||
| Adjusted Margin | 857,599 | 1,195,810 | 438,035 | 502,060 | 72,843 | 82,855 |
AirTicketing. Revenue from our Air Ticketing business was INR 611.5 million (USD 6.8 million) in the three months ended December 31, 2025 as compared to INR 463.9 million (USD 5.2 million) in the three months ended December 31, 2024, reflecting an increase of 31.8% mainly due to an increase in gross bookings.
Adjusted Margin ^(1)^from our Air Ticketing business increased to INR 1,195.8 million (USD 13.3 million) in the three months ended December 31, 2025, as compared to INR 857.6 million (USD 9.5 million) in the three months ended December 31, 2024. In the three months ended December 31, 2025, Adjusted Margin ^(1)^for Air Ticketing includes the add-back of INR 584.4 million (USD 6.5 million) of consumer promotion and loyalty program costs, which had been reduced from Revenue as per IFRS 15, against an add-back of INR 393.7 million (USD 4.4 million) in the three months ended December 31, 2024. The increase in Adjusted Margin – Air Ticketing was largely due to higher gross booking on account of optimization of discounts.
Hotelsand Packages. Revenue from our Hotels and Packages business was INR 1,728.9 million (USD 19.2 million) in the three months ended December 31, 2025, as compared to INR 1,660.8 million (USD 18.5 million) in the three months ended December 31, 2024, reflecting an increase of 4.1%.
Adjusted Margin ^(1)^ for this segment increased by 14.6% to INR 502.1 million (USD 5.6 million) in the three months ended December 31, 2025 from INR 438.0 million (USD 4.9 million) in the three months ended December 31, 2024. In the three months ended December 31, 2025, Adjusted Margin ^(1)l^ for Hotels and Packages includes the add-back of customer promotional expenses, which had been reduced from Revenue as per IFRS 15 of INR 64.1 million (USD 0.7 million) against an add-back of INR 88.5 million (USD 1.0 million) in the three months ended December 31, 2024. The increase in adjusted margin is driven by increase in gross bookings of our Hotel and Packages business during the quarter.
OtherServices.** Our Revenue from Other Services was INR 79.7 million (USD 0.9 million) in the three months ended December 31, 2025, a decrease from INR 69.3 million (USD 0.8 million) in the three months ended December 31, 2024.
Adjusted Margin for this segment increased by 13.7% to INR 82.8 million (USD 0.9 million) in the three months ended December 31, 2025, from INR 72.8 million (USD 0.8 million) in the three months ended December 31, 2024. In the three months ended December 31, 2025, Adjusted Margin includes the add-back of consumer promotion expenses, which had been reduced from Revenue of INR 3.1 million (USD 0.1 million) against an add-back of INR 3.5 million (USD 0.1 million) in the three months ended December 31, 2024 pursuant to IFRS 15.
| (1) | See<br> the section titled “Certain Non-IFRS Measures.” |
|---|
OtherRevenue. Our Other Revenue was INR 156.9 million (USD 1.7 million) in the three months ended December 31, 2025, an increase from INR 156.7 million (USD 1.7 million) in the three months ended December 31, 2024.
OtherIncome. Our Other Income decreased to INR 11.6 million (USD 0.1 million) in the three months ended December 31, 2025 from INR 29.3 million (USD 0.3 million) in the three months ended December 31, 2024 due to a decrease in write back of liabilities no longer required to be paid.
PersonnelExpenses. Our personnel expenses increased by 53.1% to INR 620.5 million (USD 6.9 million) in the three months ended December 31, 2025 from INR 405.4 million (USD 4.5 million) in the three months ended December 31, 2024. Excluding employee share-based compensation costs of INR 110.5 million (USD 1.2 million) in the three months ended December 31, 2025, compared to INR 32.9 million (USD 0.4 million) in the three months ended December 31, 2024, personnel expenses increased by 36.9% in the three months ended December 31, 2025 on account of an impact of our annual appraisal cycle.
Marketingand Sales Promotion Expenses. Marketing and sales promotion expenses decreased by 3.2% to INR 69.5 million (USD 0.8 million) in the three months ended December 31, 2025 from INR 71.8 million (USD 0.8 million) in the three months ended December 31, 2024. Adding back the expenses for consumer promotions and loyalty program costs, which have been deducted from Revenue per IFRS 15, our marketing spend would have been INR 721.1 million (USD 8.0 million) in the three months ended December 31, 2025 against INR 557.5 million (USD 6.2 million) in the three months ended December 31, 2024, increased by 29.4% on a YoY basis.
OtherOperating Expenses. Other operating expenses increased by 22.9% to INR 618.2 million (USD 6.9 million) in the three months ended December 31, 2025 from INR 503.0 million (USD 5.6 million) in the three months ended December 31, 2024 primarily due to increases in commission, communication and payment gateway charges.
Depreciationand Amortization. Our depreciation and amortization expenses increased by 48.2% to INR 109.4 million (USD 1.2 million) in the three months ended December 31, 2025 from INR 73.8 million (USD 0.8 million) in the three months ended December 31, 2024.
Resultsfrom Operations. As a result of the foregoing factors, our Results from Operations were a loss of INR 120.2 million (USD 1.3 million) in the three months ended December 31, 2025. Our results from operations for the three months ended December 31, 2024 was a profit of INR 14.8 million (USD 0.2 million). Excluding the employee share-based compensation costs, Adjusted Results from Operations^(1)^would have been a loss of INR 9.7 million (USD 0.1 million) for three months ended December 31, 2025 as compared to a profit of INR 47.7 million (USD 0.5 million) for three months ended December 31, 2024.
| (1) | See<br> the section titled “Certain Non-IFRS Measures.” |
|---|
FinanceIncome. Our finance income decreased to INR 34.8 million (USD 0.4 million) in the three months ended December 31, 2025 from INR 47.6 million (USD 0.5 million) in the three months ended December 31, 2024. This decrease was primarily on account of a decrease in interest income from tax refunds from statutory authorities.
FinanceCosts. Our finance costs of INR 37.0 million (USD 0.4 million) in the three months ended December 31, 2025 which includes interest on the lease liability of INR 11.4 million (USD 0.1 million) increased by INR 15.3 million (USD 0.2 million) from finance cost of INR 21.7 million (USD 0.2 million) in the three months ended December 31, 2024, which includes interest on the lease liability of INR 8.0 million (USD 0.1 million). This increase is majorly driven by a increase in our borrowings from 32.5 million (USD 0.4 million) in the three months ended December 31, 2024 to 583.4 million (USD 6.5 million) in the three months ended December 31, 2025.
IncomeTax Expense. Our income tax expense during the three months ended December 31, 2025 was INR 6.8 million (USD 0.1 million) compared to income tax expense of INR 0.9 million (USD 0.1 million) during the three months ended December 31, 2024.
Profit/(Loss)for the Period. As a result of the foregoing factors, our loss in the three months ended December 31, 2025 was INR 129.3 million (USD 1.4 million) as compared to a profit of INR 39.8 million (USD 0.4 million) in the three months ended December 31, 2024. Excluding the employee share based compensation costs, the Adjusted Loss^(1)^would have been INR 18.8 million (USD 0.2 million) for the three months ended December 31, 2025 against an Adjusted Profit^(1)^of INR 72.6 million (USD 0.8 million) for the three months ended December 31, 2024.
AdjustedEBITDA^(^^1)^.** Due to the foregoing factors, Adjusted EBITDA***^(^^1)*^**decreased to INR 99.7 million (USD 1.1 million) in the three months ended December 31, 2025 from an Adjusted EBITDA ^(1)^of INR 121.5 million (USD 1.4 million) in the three months ended December 31, 2024.
BasicEarnings/(Loss) per Share. Basic Loss per Share was INR 2.53 (USD 0.03) in the three months ended December 31, 2025 as compared to Basic Earning per share of INR 0.08 (USD 0.01) in the three months ended December 31, 2024. After excluding the employee share-based compensation costs, Adjusted Loss Earnings per Share^(1)^would have been INR 0.82 (USD 0.01) in the three months ended December 31, 2025, as compared to Adjusted Basic Earnings per share of INR 0.45 (USD 0.01) in the three months ended December 31, 2024.
DilutedEarnings/(Loss) per Share. Diluted Loss per Share was INR 2.53 (USD 0.03) in the three months ended December 31, 2025 as compared to Diluted Earnings per share of INR 0.08 (USD 0.01) in the three months ended December 31, 2024. After excluding the employee share-based compensation costs, Adjusted Diluted Earnings per Share^(1)^would have been INR 0.82 (USD 0.01) in the three months ended December 31, 2025 as compared to Adjusted Diluted Earnings of INR 0.45 (USD 0.01) in the three months ended December 31, 2024.
Liquidity. As of December 31, 2025, the balance of cash and cash equivalents and term deposits on our balance sheet was INR 2,041.6 million (USD 22.7 million).
| (1) | See<br> the section titled “Certain Non-IFRS Measures.” |
|---|
ConferenceCall
The Company will host a conference call to discuss its unaudited results for the three months ended December 31, 2025 beginning at 8:00 AM Eastern Daylight Time (or 6:30 PM India Standard Time) on February 12, 2026. Dial in details for the conference call is as follows: US/International dial-in number: +1 646 844 6383. Confirmation Code: 724399 (Callers should dial in 5-10 minutes prior to the start time and provide the operator with the Confirmation Code). The conference call will also be available via webcast at https://events.q4inc.com/attendee/325177156.
CertainNon-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.
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. 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 International Accounting Standards Board (“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.
In addition to referring to Adjusted Margin, we also refer to Adjusted EBITDA, Adjusted Results from Operations, Adjusted Profit/(Loss) for the Period and Adjusted Basic and Adjusted Diluted Earnings/(Loss) Per Share which are also non-IFRS measures. For our internal management reporting, budgeting and decision-making purposes, including comparing our operating results to that of our competitors, these non-IFRS financial measures exclude employee share-based compensation cost. Our non-IFRS financial measures reflect adjustments based on the following:
| ● | Employee<br> share-based compensation cost - The compensation cost to be recorded is dependent on varying available valuation methodologies and<br> subjective assumptions that companies can use while valuing these expenses especially when adopting IFRS 2 “Share-based Payment”. Thus, the management believes that providing non-IFRS financial measures that exclude such expenses allows investors<br> to make additional comparisons between our operating results and those of other companies. |
|---|---|
| ● | Finance<br> income - These primarily reflect income on the bank deposit. |
| ● | Finance<br> cost - These primarily reflect income on the borrowings and interest in lease liability. |
| ● | Depreciation<br> and amortization - These primarily reflect depreciation and amortization on tangible and intangible assets. |
| ● | Tax<br> expense - These primarily reflect income tax and deferred tax. |
We evaluate the performance of our business after excluding the impact of the above measures and believe it is useful to understand the effects of these items on our results from operations, Profit/(Loss) for the period and Basic and Diluted Earnings/(Loss) Per Share. 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.
A limitation of using Adjusted EBITDA, Adjusted Results from Operations, Adjusted Profit/(Loss) for the period and Adjusted Basic and Adjusted Diluted Earnings/(Loss) Per Share as against using measures in accordance with IFRS as issued by the IASB are that these non-IFRS financial measures exclude share-based compensation cost, depreciation and amortization, finance income, finance costs, and tax expenses in case of Adjusted EBITDA. Management compensates for this limitation by providing specific information on the IFRS amounts excluded from Adjusted EBITDA, Adjusted Results from Operations, Adjusted Profit/(Loss) for the Period and Adjusted Basic and Adjusted Diluted Earnings/(Loss) Per Share.
The following table reconciles our Profits/(Losses) for the periods (an IFRS measure) to Adjusted EBITDA (a non-IFRS measure) for the periods indicated:
| Reconciliation of Adjusted EBITDA (unaudited) | Three months ended | Nine months ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Amount in INR thousands | December 31, <br><br>2024 | December 31, <br><br>2025 | December 31, <br><br>2024 | December 31, <br><br>2025 | ||||||||
| Profit/(Loss) for the period as per IFRS | 39,769 | (129,258 | ) | 38,711 | 79,455 | |||||||
| Employee share-based compensation costs | 32,853 | 110,464 | 102,159 | 129,421 | ||||||||
| Depreciation and amortization | 73,806 | 109,442 | 208,610 | 299,648 | ||||||||
| Finance income | (47,605 | ) | (34,806 | ) | (176,329 | ) | (118,889 | ) | ||||
| Finance costs | 21,697 | 37,026 | 75,686 | 83,463 | ||||||||
| Tax expense | 938 | 6,833 | 4,929 | 44,818 | ||||||||
| Adjusted EBITDA | 121,458 | 99,701 | 253,766 | 517,916 | ||||||||
| Reconciliation of Adjusted Results from Operations (unaudited) | Three months ended | Nine months ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| Amount in INR thousands | December 31, <br><br>2024 | December 31, <br><br>2025 | December 31, <br><br>2024 | December 31, <br><br>2025 | ||||||||
| Results from operations (as per IFRS) | 14,799 | (120,203 | ) | (57,004 | ) | 88,846 | ||||||
| Employee share-based compensation costs | 32,853 | 110,464 | 102,159 | 129,421 | ||||||||
| Adjusted Results from Operations | 47,652 | (9,739 | ) | 45,155 | 218,267 | |||||||
| Reconciliation of Adjusted Profit/(Loss) (unaudited) | Three months ended | Nine months ended | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||
| Amount in INR thousands | December 31, <br><br>2024 | December 31, <br><br>2025 | December 31, <br><br>2024 | December 31, <br><br>2025 | ||||||||
| Profit/(Loss) for the period (as per IFRS) | 39,769 | (129,258 | ) | 38,711 | 79,455 | |||||||
| Employee share-based compensation costs | 32,853 | 110,464 | 102,159 | 129,421 | ||||||||
| Adjusted Profit/(Loss) for the period | 72,622 | (18,794 | ) | 140,870 | 208,876 | |||||||
| Three months ended | Nine months ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Reconciliation of Adjusted Basic Earnings/(Loss) (Per Share) (unaudited) | December 31, <br><br>2024 | December 31, <br><br>2025 | December 31, <br><br>2024 | December 31, <br><br>2025 | ||||||||
| Basic Earnings/Loss per share (as per IFRS) | 0.08 | (2.53 | ) | (0.59 | ) | (0.93 | ) | |||||
| Employee share-based compensation costs | 0.37 | 1.71 | 1.14 | 1.94 | ||||||||
| Adjusted Basic Earnings/(Loss) Per Share | 0.45 | (0.82 | ) | 0.55 | 1.01 | |||||||
| Three months ended | Nine months ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Reconciliation of Adjusted Diluted Loss (Per Share) (unaudited) | December 31, <br><br>2024 | December 31, <br><br>2025 | December 31, <br><br>2024 | December 31, <br><br>2025 | ||||||||
| Diluted Earnings/(Loss) per share (as per IFRS) | 0.08 | (2.53 | ) | (0.59 | ) | (0.93 | ) | |||||
| Employee share-based compensation costs | 0.37 | 1.71 | 1.14 | 1.94 | ||||||||
| Adjusted Diluted Earnings/(Loss) Per Share | 0.45 | (0.82 | ) | 0.55 | 1.01 |
The following table reconciles our Revenue (an IFRS measure), to Adjusted Margin (a non-IFRS measure):
Reconciliationof Revenue (an IFRS measure) to Adjusted Margin (a non-IFRS measure)
| Reportable Segments | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Air Ticketing | Hotels and Packages | Other Services | |||||||||||||
| Three months ended December 31, | |||||||||||||||
| Amount in INR thousands (Unaudited) | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | |||||||||
| Revenue as per IFRS - Rendering of services | 463,913 | 611,456 | 1,660,848 | 1,728,907 | 69,309 | 79,722 | |||||||||
| Customer promotional expenses | 393,686 | 584,354 | 88,483 | 64,104 | 3,534 | 3,133 | |||||||||
| Service cost | - | - | (1,311,296 | ) | (1,290,951 | ) | - | - | |||||||
| Adjusted Margin | 857,599 | 1,195,810 | 438,035 | 502,060 | 72,843 | 82,855 | |||||||||
| Reportable Segments | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Air Ticketing | Hotels and Packages | Other Services | |||||||||||||
| Nine months ended December 31, | |||||||||||||||
| Amount in INR thousands | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | |||||||||
| Revenue as per IFRS - Rendering of services | 1,350,488 | 1,843,133 | 3,747,767 | 5,688,381 | 231,036 | 238,441 | |||||||||
| Customer promotional expenses | 1,311,918 | 1,351,240 | 287,550 | 192,494 | 12,826 | 11,286 | |||||||||
| Service cost | - | - | (2,919,994 | ) | (4,484,200 | ) | (22,966 | ) | - | ||||||
| Adjusted Margin | 2,662,406 | 3,194,373 | 1,115,323 | 1,396,675 | 220,896 | 249,727 |
SafeHarbor Statement
This earnings release contains certain statements concerning the Company’s future growth prospects and forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are based on the Company’s current expectations, assumptions, estimates and projections about the Company and its industry. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “project,” “seek,” “should” similar expressions and the negative forms of such expressions. Such statements include, among other things, statements regarding the long-term growth trajectory for the Indian travel market; growth of the MICE business and corporate travel business; our expectations regarding the benefits of utilizing AI-enabled services; statements concerning management’s beliefs as well as our strategic and operational plans; our ability to simplify our corporate structure and operations and enhance shareholder value; our expectations regarding sustained margin expansion as a result of simplifying our legal and corporate structure; our future financial performance; our ability to meet our financial guidance; and our ability to comply with Nasdaq’s continued listing requirements for our Ordinary Shares to remain listed on Nasdaq. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the impact of increasing competition in the Indian travel industry and our expectations regarding the development of our industry and the competitive environment in which we operate; the slowdown in Indian economic growth and other declines or disruptions in the Indian economy in general and travel industry in particular, including disruptions caused by safety concerns, flight cancellations as a result of airline staffing shortages or regulatory noncompliance, terrorist attacks, regional conflicts (including the ongoing conflict between Ukraine and Russia, the evolving events in the Middle East, pandemics, macroeconomic factors, including tariff and trade issues, and natural calamities; our ability to successfully negotiate our contracts with airline suppliers and global distribution system service providers and mitigate any negative impacts on our Revenue that result from reduced commissions, incentive payments and fees we receive; the risk that airline suppliers (including our GDS service providers) may reduce or eliminate the commission and other fees they pay to us for the sale of air tickets; our ability to pursue strategic partnerships and the risks associated with our business partners; the potential impact of recent developments in the Indian travel industry, on our profitability and financial condition; political and economic stability in and around India and other key travel destinations; our ability to maintain and increase our brand awareness; our ability to realize the anticipated benefits of any past or future acquisitions; our ability to successfully implement our growth strategy; our ability to attract, train and retain executives and other qualified employees, and our ability to successfully implement any new business initiatives; our ability to effectively integrate artificial intelligence, machine learning and automated decision-making tools; non-compliance with Nasdaq’s continued listing requirements and consequent delisting of our ordinary shares from Nasdaq; and our ability to simplify our multi-jurisdictional corporate structure or reduce resources and management time devoted to compliance requirement. These and other factors are discussed in our reports filed with the U.S. Securities and Exchange Commission. All information provided in this earnings release is provided as of the date of issuance of this earnings release, and we do not undertake any obligation to update any forward-looking statement, except as required under applicable law.
AboutYatra Online, Inc.
Yatra Online, Inc. is the ultimate parent company of Yatra India, a public listed company on the National Stock Exchange of India Limited and BSE Limited, whose corporate office is based in Gurugram, India. Yatra India is India’s largest corporate travel services provider in terms of number of corporate clients with over 1,300 large corporate customers and approximately 58,983 registered SME customers and the third largest online travel company in India among key online travel agency (“OTA”) players in terms of gross booking revenue and operating revenue for Fiscal 2023 (Source: CRISIL Report). Leisure and business travelers use Yatra India’s mobile applications, its website, www.yatra.com, and its other offerings and services to explore, research, compare prices and book a wide range of travel-related services. These services include domestic and international air ticketing on nearly all Indian and international airlines, as well as bus ticketing, rail ticketing, cab bookings and ancillary services within India. With approximately 80,685 hotels and homestays in approximately 1,500 cities and towns in India as well as more than 2.5 million hotels around the world, Yatra India has the largest hotels inventory amongst key Indian OTA players.
Formore information, please contact:
Bill Zima
ICR Inc.
Email: bill.zima@icrinc.com
YatraOnline, Inc.
UNAUDITEDCONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS FOR THREE AND NINE MONTHS ENDED DECEMBER 31, 2025
(Amountin thousands, except per share data and number of shares)
| Three months ended December 31, | Nine months ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2024 | 2025 | |||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | Unaudited | |||||||
| Revenue | ||||||||||||
| Rendering of services | ||||||||||||
| Other revenue | ||||||||||||
| Total revenue | ||||||||||||
| Other income | ||||||||||||
| Service cost | ||||||||||||
| Personnel expenses | ||||||||||||
| Marketing and sales promotion expenses | ||||||||||||
| Other operating expenses | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Results from operations | ) | ) | ) | |||||||||
| Finance income | ||||||||||||
| Finance costs | ) | ) | ) | ) | ) | ) | ||||||
| Profit/(Loss) before taxes | ) | ) | ||||||||||
| Tax (expense)/benefit | ) | ) | ) | ) | ) | ) | ||||||
| Profit/(Loss) for the period | ) | ) | ||||||||||
| Other comprehensive income/ (loss) | ||||||||||||
| Items not to be reclassified to profit or loss in subsequent periods (net of taxes) | ||||||||||||
| Remeasurement gain on defined benefit plan | ) | ) | ) | ) | ) | |||||||
| Items that are or may be reclassified subsequently to profit or loss (net of taxes) | ||||||||||||
| Foreign currency translation differences loss | ) | ) | ||||||||||
| Other comprehensive profit/(loss) for the period, net of tax | ) | ) | ||||||||||
| Total comprehensive profit/(loss) for the period, net of tax | ) | ) | ) | ) | ||||||||
| Profit/(loss) attributable to : | ||||||||||||
| Owners of the Parent Company | ) | ) | ) | ) | ) | |||||||
| Non-Controlling interest | ||||||||||||
| Profit/(Loss) for the period | ) | ) | ||||||||||
| Total comprehensive profit/(loss) attributable to : | ||||||||||||
| Owners of the Parent Company | ) | ) | ) | ) | ||||||||
| Non-Controlling interest | ||||||||||||
| Total comprehensive profit/(loss) for the period | ) | ) | ) | ) | ||||||||
| Earnings/(Loss) per share | ||||||||||||
| Basic | ) | ) | ) | ) | ) | |||||||
| Diluted | ) | ) | ) | ) | ) | |||||||
| Weighted average no. of shares | ||||||||||||
| Basic | ||||||||||||
| Diluted |
All values are in Indian Rupees.
*rounded off
YatraOnline, Inc.
UNAUDITEDCONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2025
(Amountsin thousands, except per share data and number of shares)
| March 31, <br>2025 | December 31,<br> 2025 | December 31,<br> 2025 | ||||
|---|---|---|---|---|---|---|
| Audited | Unaudited | |||||
| Assets | ||||||
| Non-current assets | ||||||
| Property, plant and equipment | ||||||
| Right-of-use assets | ||||||
| Intangible assets and goodwill | ||||||
| Prepayments and other assets | ||||||
| Other financial assets | ||||||
| Term deposits | ||||||
| Other non-financial assets | ||||||
| Deferred tax asset | ||||||
| Total non-current assets | ||||||
| Current assets | ||||||
| Inventories | ||||||
| Trade and other receivables | ||||||
| Prepayments and other assets | ||||||
| Income tax recoverable | ||||||
| Other financial assets | ||||||
| Term deposits | ||||||
| Cash and cash equivalents | ||||||
| Total current assets | ||||||
| Total assets | ||||||
| Equity and liabilities | ||||||
| Equity | ||||||
| Share capital | ||||||
| Share premium | ||||||
| Treasury shares | ) | ) | ) | |||
| Other capital reserve | ||||||
| Accumulated deficit | ) | ) | ) | |||
| Non-controlling interest reserve | ||||||
| Foreign currency translation reserve | ) | ) | ||||
| Total equity attributable to equity holders of the Company | ||||||
| Total Non-controlling interest | ||||||
| Total equity | ||||||
| Non-current liabilities | ||||||
| Borrowings | ||||||
| Deferred tax liability | ||||||
| Employee benefits | ||||||
| Lease liability | ||||||
| Total non-current liabilities | ||||||
| Current liabilities | ||||||
| Borrowings | ||||||
| Trade and other payables | ||||||
| Employee benefits | ||||||
| Deferred revenue | ||||||
| Income taxes payable | ||||||
| Lease liability | ||||||
| Other financial liabilities | ||||||
| Other current liabilities | ||||||
| Total current liabilities | ||||||
| Total liabilities | ||||||
| Total equity and liabilities |
All values are in Indian Rupees.
YatraOnline, Inc.
UNAUDITEDCONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR NINE MONTHS ENDED DECEMBER 31, 2025
(Amountin INR thousands, except per share data and number of shares)
| Attributable to shareholders of the Parent Company | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity<br><br> share<br><br> capital | Equity<br><br> share<br><br> premium | Treasury<br><br> shares | Accumulated<br><br> deficit | Noncontrolling<br> interest<br> reserve | Other<br><br> capital<br><br> reserve | Foreign<br><br> currency<br><br> translation<br><br> reserve | Total | Non-controlling<br><br> interest | Total<br><br> Equity | |||||||||||||||||||
| Balance as at April 1, 2025 | 863 | 20,595,068 | (418,555 | ) | (20,374,550 | ) | 5,032,282 | 412,232 | 156,353 | 5,403,693 | 2,501,141 | 7,904,834 | ||||||||||||||||
| Loss for the period | - | - | - | (58,094 | ) | - | - | - | (58,094 | ) | 137,549 | 79,455 | ||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||
| Foreign currency translation differences | - | - | - | - | - | - | (213,092 | ) | (213,092 | ) | - | (213,092 | ) | |||||||||||||||
| Re-measurement gain on defined benefit plan | - | - | - | (3,921 | ) | - | - | - | (3,921 | ) | (2,163 | ) | (6,084 | ) | ||||||||||||||
| Total other comprehensive loss | - | - | - | (3,921 | ) | - | - | (213,092 | ) | (217,013 | ) | (2,163 | ) | (219,176 | ) | |||||||||||||
| Total comprehensive loss | - | - | - | (62,015 | ) | - | - | (213,092 | ) | (275,107 | ) | 135,386 | (139,722 | ) | ||||||||||||||
| Share based payments | - | - | - | - | - | 129,422 | - | 129,422 | - | 129,422 | ||||||||||||||||||
| Vested PSUs net settled for employee’s tax obligation | - | (62,778 | ) | - | - | - | - | - | (62,778 | ) | - | (62,778 | ) | |||||||||||||||
| Exercise of options | 17 | 259,144 | - | - | - | (260,777 | ) | - | (1,616 | ) | - | (1,616 | ) | |||||||||||||||
| Own shares repurchase | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||
| Total contribution by owners | 17 | 196,366 | - | - | - | (131,355 | ) | - | 65,028 | - | 65,028 | |||||||||||||||||
| Balance as at December 31, 2025 | 880 | 20,791,434 | (418,555 | ) | (20,436,565 | ) | 5,032,282 | 280,877 | (56,739 | ) | 5,193,614 | 2,636,527 | 7,830,141 |
YatraOnline, Inc.
UNAUDITEDCONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR NINE MONTHS ENDED DECEMBER 31, 2025
(Amount in thousands, except per share data and number of shares)
| Nine months ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||
| Profit before tax | ||||||
| Adjustments for non-cash and non-operating items | ||||||
| Change in working capital | ) | |||||
| Direct taxes (paid)/ refunds (net) | ) | ) | ) | |||
| Net cash flows from operating activities | ||||||
| Net cash flows generated from/(used in) investing activities | ) | ) | ||||
| Net cash flows generated from/(used in) financing activities | ) | ) | ) | |||
| Net increase/decrease in cash and cash equivalents | ) | |||||
| Cash and Cash Equivalents acquired on Business acquisition | ||||||
| Effect of exchange differences on cash and cash equivalents | ) | ) | ||||
| Cash and cash equivalents at the beginning of the period* | ||||||
| Cash and cash equivalents at the end of the period* |
All values are in Indian Rupees.
* Includes overdraft of INR 308,295 (INR 57,134 as on March 31, 2025)
YatraOnline, Inc.
OPERATINGDATA
The following table sets forth certain selected unaudited condensed consolidated financial and other data for the periods indicated:
| For the three months ended December 31, | For the nine months ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands except percentages) | 2024 | 2025 | 2024 | 2025 | ||||||||
| Quantitative details * | ||||||||||||
| Air Passengers Booked | 1,314 | 1,491 | 4,020 | 4,026 | ||||||||
| Stand-alone Hotel Room Nights Booked | 418 | 508 | 1,296 | 1,435 | ||||||||
| Packages Passengers Travelled | 18 | 23 | 41 | 75 | ||||||||
| Gross Bookings | ||||||||||||
| Air Ticketing | 13,828,120 | 16,931,280 | 40,608,486 | 45,845,903 | ||||||||
| Hotels and Packages | 3,603,122 | 4,305,989 | 9,663,459 | 12,880,954 | ||||||||
| Other Services | 565,819 | 524,676 | 1,924,331 | 1,597,796 | ||||||||
| Total | 17,997,061 | 21,761,945 | 52,196,276 | 60,324,653 | ||||||||
| Adjusted Margin | ||||||||||||
| Adjusted Margin - Air Ticketing | 857,599 | 1,195,810 | 2,662,406 | 3,194,373 | ||||||||
| Adjusted Margin - Hotels and Packages | 438,035 | 502,060 | 1,115,323 | 1,396,674 | ||||||||
| Adjusted Margin - Other Services | 72,843 | 82,855 | 220,896 | 249,727 | ||||||||
| Others (Including Other Income) | 185,956 | 168,428 | 486,335 | 447,273 | ||||||||
| Total | 1,554,433 | 1,949,153 | 4,484,960 | 5,288,047 | ||||||||
| Adjusted Margin%** | ||||||||||||
| Air Ticketing | 6.2 | % | 7.1 | % | 6.6 | % | 7.0 | % | ||||
| Hotels and Packages | 12.2 | % | 11.7 | % | 11.5 | % | 10.8 | % | ||||
| Other Services | 12.9 | % | 15.8 | % | 11.5 | % | 15.6 | % |
* Quantitative details are considered on Gross basis.
** Adjusted Margin % is defined as Adjusted Margin as a percentage of Gross Bookings.