6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

February 4, 2021

YATRA ONLINE, INC.

Gulf Adiba, Plot No. 272,

04th Floor, 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 x     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): ¨

Other Events

On February 4, 2021, Yatra Online, Inc. issued an earnings release announcing its unaudited financial and operating results for the three months ended December 31, 2020. 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 statements on Form F-3 (Registration Statement Nos. 333-224661 and 333-215653) filed with the Securities and Exchange Commission on April 11, 2018 and May 3, 2018, respectively, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit Index

Exhibit No.	Description
99.1	Earnings release of Yatra Online, Inc. dated February 4, 2021

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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: February 4, 2021	By:	/s/ Dhruv Shringi
		Dhruv Shringi
		Chief Executive Officer

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Exhibit 99.1

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YATRA ONLINE, INC. ANNOUNCES RESULTSFOR

THE THREE MONTHS ENDED DECEMBER 31, 2020

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Gurugram, India and New York February4, 2021— Yatra Online, Inc. (NASDAQ: YTRA, OTCQX: YTROF), 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, 2020

“India continues to make good progress in its fight against Covid. The number of cases in India in January 2021 is trending at about 12,000 a day down from the peak of 90,000 a day, based on data from Indian Health Ministry. We believe this steady decline in cases over the past few months is giving consumers the confidence to travel domestically. We have seen airline capacity and loads improving, with domestic December traffic averaging approximately 230,000 passengers a day, up from 125,000 a day in September. December 2020 passenger traffic now stands at 56.3% of December 2019 levels based on data from “Directorate General of Civil Aviation India”.”

“This recovery in domestic travel led to a sequential quarterly growth of 60% in our Adjusted Revenue to INR 606.6 million (USD 8.3 million).  This growth in revenue further combined with strong cost control enabled us to reduce our adjusted EBITDA loss sequentially from INR 125.0 million (USD 1.7 million) in the September 2020 quarter to INR 36.4 million (USD 0.5 million) in the December 2020 quarter. We continue to make strong progress towards our stated goal of achieving Adjusted EBITDA break even in the first half of 2021 and believe our current liquidity position and cost optimization efforts provide us with enough capital to withstand a prolonged slowdown in the travel industry should that occur.” Dhruv Shringi, Co-founder and CEO.

Financial and operating highlights for the three months ended December 31, 2020**:**

·	Revenue of INR 309.1 million (USD 4.2 million).
·	Adjusted Revenue^(1)^ improved to INR 606.6 million (USD 8.3 million), representing an increase of 60.6%<br>quarter over quarter (“QoQ”) versus a decrease of 61.8% YOY.
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·	Adjusted Revenue^(1)^ from Air Ticketing improved to INR 428.5 million (USD 5.9 million), representing an increase<br>of 69.2% QoQ versus a decrease of YOY 58.1% .
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·	Adjusted Revenue^(1)^ from Hotels and Packages improved to INR 109.6 million (USD 1.5 million), representing<br>an increase of 140.8% QoQ verses a decrease of 48.8% YOY.
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·	Total Gross Bookings (Air Ticketing and Hotels and Packages) ^(3)^ improved to INR 5,758.1 million (USD 78.9<br>million) QoQ versus decrease of INR 15,344 million (USD 210.2 million) YOY.
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·	Loss for the periodwas INR 216.9 million (USD 3.0 million) versus a loss of INR 300.6 million (USD 4.1 million)<br>reflecting an improvement of INR 83.7 million (USD 1.1 million) QoQ.
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·	Adjusted EBITDA ^(2)^ Loss was INR 36.4 million (USD 0.50 million) reflecting an improvement of INR<br>88.6 million (USD 1.2 million) QoQ versus a loss of INR 125.0 million (USD 1.7 million).
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	Three months ended September 30, 2020		Three months ended December 31, 2020		Three months ended December 31, 2020		QOQ Change
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	Unaudited
(In thousands except percentages)							%
Financial Summary as per IFRS
Revenue								17.4	%
Results from operations		)		)		)		31.6	%
Loss for the period		)		)		)		27.8	%
Financial Summary as per non-IFRS measures
Adjusted Revenue ^(1)^								60.6	%
Air Ticketing								69.2	%
Hotels and Packages								140.8	%
Others (Including Other Income)								13.3	%
Adjusted EBITDA ^(2)^		)		)		)		70.9	%
Operating Metrics
Gross Bookings ^(3)^								241.2	%
Air Ticketing								225.8	%
Hotels and Packages								461.1	%
Quantitative details ^(5)^
Air Passengers Booked								96.1	%
Stand-alone Hotel Room Nights Booked								409.0	%
Packages Passengers Travelled								12.2	%

All values are in Indian Rupees.

	Three months ended December 31,
	2019		2020		2020		YOY Change
	Unaudited
(In thousands except percentages)							%
Financial Summary as per IFRS
Revenue								(84.3	)%
Results from operations				)		)		(779.1	)%
Profit/ (Loss) for the period				)		)		(292.2	)%
Financial Summary as per non-IFRS measures
Adjusted Revenue ^(1)^								(61.8	)%
Air Ticketing								(58.1	)%
Hotels and Packages								(48.8	)%
Others (Including Other Income)								(80.5	)%
Adjusted EBITDA ^(2)^				)		)		(117.7	)%
Operating Metrics
Gross Bookings ^(3)^								(72.7	)%
Air Ticketing								(73.0	)%
Hotels and Packages								(70.0	)%
Net Revenue Margin% ^(4)^
Air Ticketing		%		%
Hotels and Packages		%		%
Quantitative details ^(5)^
Air Passengers Booked								(55.6	)%
Stand-alone Hotel Room Nights Booked								(33.8	)%
Packages Passengers Travelled								(96.0	)%

All values are in Indian Rupees.

Note:

(1)	Adjusted Revenue represents revenue and other income after deducting service costs and adding<br>back expenses related to consumer promotions and loyalty program costs that has been reduced from revenue. See section “Certain<br>Non-IFRS Measures.”

(2)    See the section below titled “Certain Non-IFRS Measures.”

(3)	Gross Bookings represent the total amount paid by our customers for travel services and products booked through us, including<br>taxes, fees and other charges, and are net of cancellation fees and refunds..
(4)	Net Revenue Margin is defined as Adjusted Revenue as a percentage of Gross Booking. Given the<br> higher cancellations against the new bookings, the Net Revenue Margin number is not comparable for the three months ended<br> September 30, 2020.
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(5)	Quantitative details are considered on a gross basis.
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As of December 31, 2020, 61,420,404 shares (on an as-converted basis), par value $0.0001 per share were issued and outstanding.

Convenience Translation

The unaudited condensed consolidated financial statements are stated in INR. However, solely for the convenience of readers, the unaudited interim condensed consolidated statement of profit or loss and other comprehensive loss for the three months and nine months ended December 31, 2020, the unaudited interim condensed consolidated statement of financial position as of December 31, 2020, the unaudited interim condensed consolidated statement of cash flows for nine months ended and discussion of the results of the three months ended December 31, 2020 compared with three months ended December 31, 2019 and compared with three months ended September 30, 2020, were converted into U.S. dollars at the exchange rate of 73.01 INR per USD, which is based on the noon buying rate as at December 31, 2020, 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”).

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Recent Developments

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COVID-19 Pandemic

The impact of the novel strain of coronavirus ("COVID-19"), which was initially detected in China in December 2019 and subsequently spread globally, is gradually being contained by the global community. In recent months, India has also begun its recovery from the effects of the COVID-19 pandemic, evidenced by increased economic activity in India, both generally and within the travel industry. India has also started a vaccination program, immunizing individuals in a staggered fashion beginning with frontline workers and, with this and certain other measures in place, the restrictions imposed on travel are being gradually phased out. The Company has adopted certain cost control measures, which we believe have helped mitigate the economic impact of the COVID-19 pandemic on our business.

Ebix Litigation Update

As previously disclosed, on June 5, 2020, the Group provided to Ebix, Inc. ("Ebix") a notice terminating the Merger Agreement dated as of July 16, 2019 by and among us, Ebix, and EbixCash Travels Inc. ("EbixCash") and filed a complaint in the Court of Chancery of the State of Delaware against Ebix and EbixCash for their various breaches of the Merger Agreement and an ancillary agreement executed by the parties on May 14, 2020 (the "Extension Agreement").  The Complaint alleges that Ebix breached its representations, warranties, covenants, and obligations in the Merger Agreement and Extension Agreement and that its conduct prevented the parties from closing the Merger. The Complaint seeks monetary damages, pre-judgment and post-judgment interest, and reasonable fees and costs. On August 14, 2020, Ebix filed  a motion to dismiss the Complaint, which the Group is in the process of responding to. On September 30, 2020, Yatra filed an amended complaint by expanding its claims against certain banks of Ebix, while also expanding the claims alleged against Ebix to include a claim for fraud. The Court has scheduled a hearing for arguments concerning the motion to dismiss on Mar 22, 2021.

Results of Three Months Ended December 31, 2020

Revenue.  We generated revenue of INR 309.1 million (USD 4.2 million) in the three months ended December 31, 2020, a decrease of 84.3% compared with INR 1,966.8 million (USD 26.9 million) in three months ended December 31, 2019. The decrease in revenue was primarily due to the impact of the COVID-19 pandemic, including lower travel demand due to travel restrictions. Our revenue in the current reported three months ended increased from INR 263.3 million (USD 3.6 million) in the three months ended September 30, 2020; an improvement of INR 45.8 million (USD 0.6 million) quarter on quarter due to gradual recovery in travel demand.

Service Cost.  Our service cost decreased to INR 5.9 million (USD 0.1 million) in the three months ended December 31, 2020 from INR 807.5 million (USD 11.1 million) in the three months ended December 31, 2019 primarily due to the significant decrease in our sales of holiday packages due to the impact of the COVID-19 pandemic, including lower travel demand due to travel restrictions.

Adjusted Revenue^(1)^  Our Adjusted Revenue decreased by 61.8% to INR 606.6 million (USD 8.3 million) in the three months ended December 31, 2020 from INR 1,586.6 million (USD 21.7 million) in the three months ended December 31, 2019. Adjusted Revenue includes the add-back of INR 287.6 million (USD 3.9 million) in the three months ended December 31, 2020 from INR 402.3 million (USD 5.5 million) in the three months ended December 31, 2019, of expenses in the nature of consumer promotion and certain loyalty program costs reduced from revenue. These expenses have been added back to calculate Adjusted Revenue, with the accompanying increase in marketing and sales promotions expenses, to more accurately reflect the way we view our ongoing business. Under IFRS 15, these expenses are required to be reduced from revenue, an IFRS measure. The decrease in Adjusted Revenue resulted mainly from a decrease of 58.1% in our Adjusted Revenue from Air Ticketing along with a decrease of 48.8% in our Adjusted Revenue from Hotels and Packages and decrease of 80.5% in Others (Including Other Income) which primarily consists of advertisement income and government grants.

On a sequential basis Adjusted Revenue increased by 60.6% compared to Adjusted Revenue of INR 377.7 million (USD 5.2 million) in the three months ended September 30, 2020 due to a gradual recovery in travel demand, largely within the domestic market.

The following table reconciles our Revenue (an IFRS measure) to Adjusted Revenue (a non-IFRS measure), For further details, see section below titled “Certain Non-IFRS Measures.”

Reconciliation of Revenue (an IFRS measure) to Adjusted Revenue
(a non-IFRS measure)
	Air Ticketing				Hotels and Packages						Others				Total
	Three months ended December 31,
Amount in INR thousands (Unaudited)	2019		2020		2019			2020			2019		2020		2019			2020
Revenue		648,511		217,721		1,002,222			44,220			316,072		47,161		1,966,805			309,102
Add: Customer promotional expenses		373,215		210,816		19,465			71,337			9,601		5,466		402,281			287,619
Service cost		-		-		(807,523	)		(5,916	)		-		-		(807,523	)		(5,916	)
Other income		-		-		-			-			-		-		24,999			15,809
Adjusted Revenue		1,021,726		428,537		214,164			109,641			325,673		52,627		1,586,562			606,614

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Air Ticketing. Revenue from our Air Ticketing business was INR 217.7 million (USD 3.0 million) in the three months ended December 31, 2020 against INR 648.5 million (USD 8.9 million) in the three months ended December 31, 2019 against INR 181.4 million (USD 2.5 million) in the three months ended September 30, 2020.

Adjusted Revenue ^(1)^from our Air Ticketing business decreased to INR 428.5 million (USD 5.9 million) in the three months ended December 31, 2020 against INR 1,021.7 million (USD 14.0 million) in the three months ended December 31, 2019. Adjusted Revenue ^(1)^for Air Ticketing includes the addition of INR 210.8 million (USD 2.9 million) in the three months ended December 31, 2020 against INR 373.2 million (USD 5.1 million) in the three months ended December 31, 2019 of consumer promotion and loyalty program costs, which reduced revenue as per IFRS 15. The decline in Adjusted Revenue ^(1)^ from Air Ticketing for the quarter was primarily due to the impact of the COVID-19 pandemic, including lower travel demand due to travel restrictions.

Air Ticketing Adjusted Revenue improved 69.2% sequentially in the three months ended December 31, 2020 versus INR 253.2 million (USD 3.4 million) in the three months ended September 30, 2020 due to improving travel demand. Air passengers travelled almost doubled sequentially up 96% to 910 thousand passengers in the December 2020 quarter.

Hotels and Packages. Revenue from our Hotels and Packages business was INR 44.2 million (USD 0.6 million) in the three months ended December 31, 2020 against INR 1,002.2 million (USD 13.7 million) in the three months ended December 31, 2019 against INR 35.7 million (USD 0.5 million) in the three months ended September 30, 2020.

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Adjusted Revenue ^(1)^ for this segment decreased by 48.8% to INR 109.6 million (USD 1.5 million) in the three months ended December 31, 2020 from INR 214.2 million (USD 2.9 million) in the three months ended December 31, 2019. In the three months ended December 31, 2020, Adjusted Revenue ^(1)^ for Hotels & Packages includes the add-back of INR 71.3 million (USD 1.0 million) against INR 19.5 million (USD 0.3 million) in the three months ended December 31, 2019, of customer promotional expenses, which had been reduced from revenue as per IFRS 15. This decrease was primarily due to the impact of the COVID-19 pandemic, including lower travel demand due to travel restrictions.

Adjusted Revenue from this segment improved sequentially by 140.8% to INR 109.6 million (USD 1.5 million) in the three months ended December 31, 2020 versus INR 45.5 million (USD 0.6 million) in the three months ended September 30, 2020.

Other Revenue.  Our other revenue was INR 47.2 million (USD 0.6 million) in the three months ended December 31, 2020, a decrease from INR 316.1 million (USD 4.3 million) in the three months ended December 31, 2019 against INR 46.3 million (USD 0.6 million) in the three months ended September 30, 2020.

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Adjusted Revenue for this segment decreased by 83.8% to INR 52.6 million (USD 0.7 million) in the three months ended December 31, 2020 from INR 325.7 million (USD 4.5 million) in the three months ended December 31, 2019. Adjusted Revenue includes add-back of INR 5.5 million (USD 0.07 million) in the three months ended December 31, 2020 against INR 9.6 million (USD 0.1 million) in the three months ended December 31, 2019 of consumer promotion expenses, which had been reduced from revenue as per IFRS 15. This decrease in Adjusted Revenue was primarily due to decrease in advertisement and alliances income.

Adjusted Other Revenue increased sequentially to INR 52.6 million (USD 0.7 million) in the three months ended December 31, 2020 from INR 48.7 million (USD 0.7 million) in the three months ended September 30, 2020.

Other Income.  Our other income decreased to INR 15.8 million (USD 0.2 million) in the three months ended December 31, 2020 from INR 25.0 million (USD 0.3 million) in the three months ended December 31, 2019 due to decrease in eligible sales for government grant.

Personnel Expenses. Our personnel expenses decreased by 58.0% to INR 180.3 million (USD 2.5 million) in the three months ended December 31, 2020 from INR 429.4 million (USD 5.9 million) in the three months ended December 31, 2019. This decrease was primarily due to a rationalization of headcount and reducing management salaries by 50% and variable reduction in salaries of 25-75% across the board. Excluding employee share-based compensation costs of INR 19.0 million (USD 0.3 million) in the three months ended December 31, 2020 from INR (0.3) million (USD (0.01) million) in the three months ended December 31, 2019, personnel expenses decreased by 62.5% in the three months ended December 31, 2020. During the three months ended December 31, 2020, the Company has incurred one time exit cost of INR 2.3 million (USD 0.03 million).

Marketing and Sales Promotion Expenses. Marketing and sales promotion expenses decreased by 3.3% to INR 26.7 million (USD 0.4 million) in the three months ended December 31, 2020 from INR 27.6 million (USD 0.4 million) in the three months ended December 31, 2019, post adoption of IFRS 15 on April 1, 2018. Adding back the expenses for consumer promotions and loyalty program costs, which have been reduced from revenue per IFRS 15, our marketing spend would have been INR 314.3 million (USD 4.3 million) against INR 429.8 million (USD 5.9 million) in the three months ended December 31, 2019, 26.9% lower year-over-year for the quarter.

Other Operating Expenses.  Other operating expenses decreased by 67.9% to INR 167.4 million (USD 2.3 million) in the three months ended December 31, 2020 from INR 522.0 million (USD 7.1 million) in the three months ended December 31, 2019 primarily due to decrease in commission, payment gateway charges, rent, and travelling and conveyance charges, communication, legal and professional charges, outsourcing fees which is marginally offset by provision for doubtful debts.

Adjusted EBITDA profit/ (loss)^(1)^. Due to the forgoing factors, adjusted EBITDA profit^(1)^ decreased by 117.7% to INR (36.4) million (USD (0.50) million) in the three months ended December 31, 2020 from adjusted EBITDA profit^(1)^ of INR 205.0 million (USD 2.8 million) in the three months ended December 31, 2019. On a sequential basis adjusted EBITDA improved by INR 88.6 million.

Depreciation and Amortization.  Our depreciation and amortization expenses decreased by 19.3% to INR 142.2 million (USD 1.9 million) in the three months ended December 31, 2020 from INR 176.3 million (USD 2.4 million) in the three months ended December 31, 2019 primarily as a result of decrease in depreciation on tangible assets and amortization of intangible assets.

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Results from Operations. As a result of the foregoing factors, our result from operating activities was a loss of INR 197.5 million (USD 2.7 million) in the three months ended December 31, 2020. Our profit for the three months ended December 31, 2019 was INR 29.1 million (USD 0.4 million). Excluding the employee share-based compensation costs, Adjusted Results from Operations^(1)^ would have been loss of INR 178.6 million (USD 2.4 million) for three months ended December 31, 2020 as compared to profit of INR 28.8 million (USD 0.4 million) for three months ended December 31, 2019.

***Share of Loss of Joint Venture.***This loss pertains to a joint venture investment that operates in adventure travel activities. Our loss from this joint venture is INR 1.7 million (USD 0.02 million) in the three months ended December 31, 2020 from loss of INR 3.6 million (USD 0.05 million) in the three months ended December 31, 2019.

***Finance Income.***Our finance income increased to INR 13.5 million (USD 0.2 million) in the three months ended December 31, 2020 from INR 10.9 million (USD 0.1 million) in the three months ended December 31, 2019. The increase was primarily due to an increase in the interest income from our bank deposits.

Finance Costs. Our finance costs decreased to INR 28.5 million (USD 0.4 million) includes interest on the lease liability on adoption of IFRS 16 of INR 18.0 million (USD 0.2 million) in the three months ended December 31, 2020 as compared to INR 50.8 million (USD 0.7 million) includes interest on the lease liability on adoption of IFRS 16 of INR 17.9 million (USD 0.2 million) in the three months ended December 31, 2019. The decrease was due to decrease in interest on borrowings which is partially offset by increase in loss on account of foreign exchange fluctuation.

Change in fair value of warrants*.* The change in the fair market value of warrants resulted in a loss of INR 10.3 million (USD 0.1 million) during the three months ended December 31, 2020.

Income Tax Expense. Our income tax credit during the three months ended December 31, 2020 was INR 7.7 million (USD 0.1 million) compared to an expense of INR 6.5 million (USD 0.1 million) during the three months ended December 31, 2019.

Profit/ (Loss) for the Period. As a result of the foregoing factors, our loss in the three months ended December 31, 2020 was INR 216.9 million (USD 3.0 million) as compared to a profit of INR 112.9 million (USD 1.5 million) in the three months ended December 31, 2019. Excluding the employee share based compensation costs and net change in fair value of warrants, the Adjusted Loss^(1)^ would have been INR 187.6 million (USD 2.6 million) for three months ended December 31, 2020 and INR 21.2 million (USD 0.3 million) for three months ended December 31, 2019.

Basic Profit/ (Loss) per Share.** Basic loss per share was INR 3.52 (USD 0.05) in the three months ended December 31, 2020 as compared to Basic profit per share of INR 2.42 (USD 0.03) in the three months ended December 31, 2019. After excluding the employee share-based compensation costs and net change in fair value of warrants Adjusted Basic Loss per Share^(1)^ would have been INR 3.05 (USD 0.04) in the three months ended December 31, 2020, as compared Adjusted Basic Loss Per Share ^(1)^ INR 0.43 (USD 0.01) in the three months ended December 31, 2019.

Diluted Profit/ (Loss) per Share.** Diluted loss per share was INR 3.52 (USD 0.05) in the three months ended December 31, 2020 as compared to Diluted profit per share of INR 2.39 (USD 0.03) in the three months ended December 31, 2019. After excluding the employee share-based compensation costs and net change in fair value of warrants, Adjusted Diluted Loss per Share^(1)^would have been INR 3.05 (USD 0.04) in the three months ended December 31, 2020 as compared to Adjusted Diluted Loss Per Share ^(1)^ INR 0.45 (USD 0.01) in the three months ended December 31, 2019.

Liquidity. As of December 31, 2020 , the balance of cash and cash equivalents and term deposits on our balance sheet was INR 2,461.3 million (USD 33.7 million).

(1)	See the section titled “Certain Non-IFRS Measures.”

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Conference Call

Yatra will host a conference call to discuss the Company’s unaudited results for the three months ended December 31, 2020 beginning at 8:30 AM Eastern Daylight Time (or 7:00 PM India Standard Time) on February 4, 2021. Dial in details for the conference call are as follows: US/International dial-in number: +1-323-347-3278. Confirmation Code: 4993156 (Callers should dial in 5-10 minutes prior to the start time and provide the operator with the Confirmation Code).

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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 Revenue, which is a non-IFRS measure. Effective April 1, 2018, we adopted the new revenue recognition standard, IFRS 15, under which promotional expenses in the nature of customer inducement/acquisition costs for acquiring customers and promoting transactions across various booking platforms, such as upfront incentives and loyalty programs cost, some of which, when incurred were previously recorded as marketing and sales promotion costs, are now being recorded as a reduction of revenue.

We believe that Adjusted Revenue 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 Revenue 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 Revenue, we also refer to Adjusted EBITDA Profit/ (Loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted 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 and change in fair value of warrants. Our non-IFRS financial measures reflect adjustments based on the following:

·	Employee share-based compensation cost - The compensation cost to be recorded is dependent on varying<br>available valuation methodologies and subjective assumptions that companies can use while valuing these expenses especially when<br>adopting IFRS 2 “Share-based Payment”. Thus, the management believes that providing non-IFRS financial measures<br>that exclude such expenses allows investors to make additional comparisons between our operating results and those of other companies.
·	Change in fair value of warrants - Consequent to consummation of the business combination, the<br>Company assumed 34.67 million warrants having a right to subscribe for 17.33 million ordinary shares of the Company and the warrants<br>issued to Macquarie Corporate Holdings PTY Limited. The accounting guidance requires that we record any change in the fair value<br>of these warrants in consolidated statement of profit or loss and other comprehensive loss. We have excluded the effect of the<br>implied fair value changes in calculating our non-IFRS financial measures.
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We evaluate the performance of our business after excluding the impact of above measures and believe it is useful to understand the effects of these items on our results from operations, Profit for the period and basic and diluted 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 profit /(loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted loss Per Share as against using the measures in accordance with IFRS as issued by the IASB are that these non-IFRS financial measures exclude share-based compensation cost, change in fair value of warrants and depreciation and amortization in case of Adjusted EBITDA profit /(loss). Management compensates for this limitation by providing specific information on the IFRS amounts excluded from Adjusted EBITDA profit /(loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted Loss Per Share.

The following table reconciles our Profit/ (Loss) for the periods (an IFRS measure) to Adjusted EBITDA (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted EBITDA<br> Profit/ (Loss)  (unaudited)	Three months ended									Nine months ended December 31,
Amount in INR thousands	December 31, 2019			September 30, 2020			December 31, 2020			2019			2020
Profit/ (Loss) for the period as per IFRS		112,878			(300,614	)		(216,914	)		(653,567	)		(596,990	)
Employee share-based compensation costs		(319	)		27,277			18,953			4,383			46,680
Depreciation and amortization		176,265			136,360			142,207			509,034			437,955
Share of loss of joint venture		3,574			(360	)		1,709			7,952			3,206
Finance income		(10,937	)		(22,569	)		(13,517	)		(47,333	)		(67,478	)
Finance costs		50,820			31,420			28,547			150,722			98,664
Change in fair value of warrants		(133,769	)		3,990			10,326			(61,083	)		(384,279	)
Tax expense		6,524			(526	)		(7,699	)		31,116			(8,533	)
Adjusted EBITDA Profit/ (Loss)		205,036			(125,022	)		(36,388	)		(58,776	)		(470,775	)

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 (unaudited)	Three months ended									Nine months ended December 31,
Amount in INR thousands	December 31, 2019			September 30, 2020			December 31, 2020			2019			2020
Results from operations (as per IFRS)		29,090			(288,659	)		(197,548	)		(572,193	)		(955,410	)
Employee share-based compensation costs		(319	)		27,277			18,953			4,383			46,680
Adjusted Results from Operations		28,771			(261,382	)		(178,595	)		(567,810	)		(908,730	)

The following table reconciles Profit/(Loss) for the periods (an IFRS measure) to Adjusted Loss (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted Loss (unaudited)	Three months ended									Nine months ended December 31,
Amount in INR thousands	December 31, 2019			September 30, 2020			December 31, 2020			2019			2020
Profit/ (Loss) for the period (as per IFRS)		112,878			(300,614	)		(216,914	)		(653,567	)		(596,990	)
Employee share-based compensation costs		(319	)		27,277			18,953			4,383			46,680
Net change in fair value of warrants		(133,769	)		3,990			10,326			(61,083	)		(384,279	)
Adjusted Loss for the Period		(21,210	)		(269,347	)		(187,635	)		(710,267	)		(934,589	)

The following tables reconcile Basic and Diluted Profit/(Loss) per share (an IFRS measure) to Adjusted Basic and Adjusted Diluted loss per share (a non-IFRS measure) for the periods indicated:

	Three months ended									Nine months ended December 31,
Reconciliation of Adjusted Basic Profit/<br> (Loss) (Per Share) (unaudited)	December 31, 2019			September 30, 2020			December 31, 2020			2019			2020
Basic profit/ (loss) per share (as per IFRS)		2.42			(4.88	)		(3.52	)		(13.93	)		(10.39	)
Employee share-based compensation costs		0.03			0.44			0.31			0.09			0.82
Net change in fair value of warrants		(2.88	)		0.07			0.17			(1.31	)		(6.79	)
Adjusted Basic Loss Per<br> Share		(0.43	)		(4.37	)		(3.05	)		(15.15	)		(16.36	)
	Three months ended									Nine months ended December 31,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Reconciliation<br> of Adjusted Diluted Proft/ (Loss) (Per Share) (unaudited)	December 31, 2019			September 30, 2020			December 31, 2020			2019			2020
Diluted profit/ (loss) per share (as per IFRS)		2.39			(4.89	)		(3.52	)		(13.93	)		(10.42	)
Employee share-based compensation costs		(0.01	)		0.44			0.31			0.09			0.81
Net change in fair value of warrants		(2.83	)		0.06			0.17			(1.31	)		(6.71	)
Adjusted Diluted Loss Per<br> Share		(0.45	)		(4.39	)		(3.05	)		(15.15	)		(16.32	)

The following table reconciles our Revenue (an IFRS measure), to Adjusted Revenue (a non-IFRS measure):

Reconciliation of Revenue (an IFRS measure) to AdjustedRevenue (a non-IFRS measure)

	Air<br> Ticketing				Hotels<br> and Packages						Others				Total
	Three<br> months ended December 31,
Amount<br> in INR thousands (Unaudited)	2019		2020		2019			2020			2019		2020		2019			2020
Revenue		648,511		217,721		1,002,222			44,220			316,072		47,161		1,966,805			309,102
Add:<br> Customer promotional expenses		373,215		210,816		19,465			71,337			9,601		5,466		402,281			287,619
Service<br> cost		-		-		(807,523	)		(5,916	)		-		-		(807,523	)		(5,916	)
Other<br> income		-		-		-			-			-		-		24,999			15,809
Adjusted<br> Revenue		1,021,726		428,537		214,164			109,641			325,673		52,627		1,586,562			606,614
	Air<br> Ticketing				Hotels<br> and Packages						Others				Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Nine<br> months ended December 31,
Amount<br> in INR thousands (Unaudited)	2019		2020		2019			2020			2019		2020		2019			2020
Revenue		2,127,985		556,554		2,980,416			90,412			866,943		117,439		5,975,344			764,405
Add:<br> Customer promotional expenses		1,070,339		295,366		91,279			85,146			26,191		8,974		1,187,809			389,486
Service<br> cost		-		-		(2,456,414	)		(8,474	)		-		-		(2,456,414	)		(8,474	)
Other<br> income		-		-		-			-			-		-		108,206			75,141
Adjusted<br> Revenue		3,198,324		851,920		615,281			167,084			893,134		126,413		4,814,945			1,220,558

---

	Air Ticketing		Hotels and Packages			Others		Total
	Three months ended September 30,
Amount in INR thousands (Unaudited)	2020		2020			2020		2020
Revenue		181,375		35,669			46,250		263,294
Add: Customer promotional expenses		71,825		12,426			2,430		86,681
Service cost		-		(2,557	)		-		(2,557	)
Other income		-		-			-		30,298
Adjusted Revenue		253,200		45,538			48,680		377,716

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Safe Harbor 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. 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” and similar expressions. Such statements include, among other things, management’s beliefs as well as our strategic and operational plans. 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 outcome of the legal proceedings we have instituted against Ebix and any other legal proceedings that may be initiated against us and others, in connection with the termination of the pending merger agreement between us and Ebix; the effect that the termination of the merger agreement may have on the price of our ordinary shares, and our business, financial condition and results of operations; the impact of the COVID-19 pandemic; our ability to generate positive cash flow and the sufficiency of our operating cash flow to meet our liquidity needs; our future financial performance, including our revenue, cost of revenue, operating expenses and our ability to achieve and maintain profitability; 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, terrorist attacks, regional conflicts, pandemics 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, including suitable replacements for any members of our senior management team or other employees who may seek other employment opportunities as a result of the certain cost reduction initiatives that we have taken in response to the COVID-19 pandemic; and our ability to successfully implement any new business initiatives. 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.

About Yatra Online, Inc.

Yatra Online, Inc. is the parent company of Yatra Online Pvt. Ltd. which is based in Gurugram, India and is India's leading corporate travel services provider with over 700 corporate customers and one of India's leading online travel companies and operates the website https://www.yatra.com/. The company provides information, pricing, availability, and booking facility for domestic and international air travel, domestic and international hotel bookings, holiday packages, buses, trains, in city activities, inter-city and point-to-point cabs, homestays and cruises. As a leading platform of accommodation options, Yatra provides real-time bookings for more than 103,000 hotels in India and over 1,500,000 hotels around the world. Through its website, www.yatra.com, mobile application and other associated platforms, leisure and business travelers can explore, research, compare prices and book a wide range of services catering to their travel needs.

For more information, please contact:

Manish Hemrajani

Yatra Online, Inc.

VP, Head of Investor Relations

+1-646-875-8380

manish.hemrajani@yatra.com

Yatra Online, Inc.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME / LOSS FOR THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2020
(Amount in thousands, except per share data and number of shares)
	Three months ended December 31,						Nine months ended December 31,
	2019		2020				2019		2020
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				)		)		)		)		)
Share of loss of joint venture		)		)		)		)		)		)
Finance income
Finance costs		)		)		)		)		)		)
Change in fair value of warrants - gain/(loss)				)		)
Profit/ (Loss) before taxes				)		)		)		)		)
Tax credit/(expense)		)						)
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)/gain										)		)
Other comprehensive income / (loss) for the period, net of tax										)		)
Total<br> comprehensive income / 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				)		)		)		)		)
Profit/ (loss) per share
Basic				)		)		)		)		)
Diluted				)		)		)		)		)
Weighted average no. of shares
Basic
Diluted

All values are in Indian Rupees.

Yatra Online, Inc.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2020
(Amounts in thousands, except per share data and number of shares)
	March 31, 2020		December 31, 2020		December 31, 2020
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		)		)		)
Foreign currency translation reserve		)		)		)
Total equity attributable to equity holders of the Company
Total Non-controlling interest
Total equity
Non-current liabilities
Borrowings
Trade and other payables
Deferred tax liability
Employee benefits
Deferred revenue
Lease liability
Other financial liabilities
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.

Yatra<br> Online, Inc.
UNAUDITED<br> INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR NINE MONTHS ENDED DECEMBER 31, 2020
(Amount<br> in thousands, except per share data and number of shares)
		Equity<br> share premium			Treasury<br> shares			Accumulated<br> deficit			Other<br> capital reserve			Foreign<br> currency translation reserve			Total			Non<br> controlling interest			Total<br> Equity
Balance<br> as at April 1, 2020	714		18,889,154			(11,219	)		(18,053,916	)		689,295			(22,087	)		1,491,941			19,033			1,510,974
Loss<br> for the period	-		-			-			(587,349	)		-			-			(587,349	)		(9,641	)		(596,990	)
Other<br> comprehensive loss
Foreign<br> currency translation differences	-		-			-			-			-			(5,782	)		(5,782	)		-			(5,782	)
Re-measurement<br> gain on defined benefit plan	-		-			-			399			-			-			399			4			403
Total<br> other comprehensive loss	-		-			-			399			-			(5,782	)		(5,383	)		4			(5,379	)
Total<br> comprehensive loss	-		-			-			(586,950	)		-			(5,782	)		(592,732	)		(9,637	)		(602,369	)
Share<br> based payments	-		-			-			40,395			6,285			-			46,680			-			46,680
Exercise<br> of options	10		554,511			-			-			(554,521	)		-			-			-			-
Issuance<br> of shares	109		796,077			-			-			-			-			796,186			-			796,186
Cost<br> of issuance of shares	-		(23,979	)		-			-			-			-			(23,979	)		-			(23,979	)
Change<br> in non-controlling interest	-		-			-			(3,591	)		-			-			(3,591	)		3,591			-
Total<br> contribution by owners	119		1,326,609			-			36,804			(548,236	)		-			815,296			3,591			818,887
Balance<br> as at December 31, 2020	833		20,215,763			(11,219	)		(18,604,062	)		141,059			(27,869	)		1,714,505			12,987			1,727,492

All values are in Indian Rupees.

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Yatra Online, Inc. Consolidated
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR NINE MONTHS ENDED DECEMBER 31, 2020
(Amount in thousands, except per share data and number of shares)
	2019		2020		2020
Loss before tax		)		)		)
Adjustments for non-cash and non-operating items
Change in working capital**		)
Direct taxes paid (net of refunds)		)
Net cash flows from/(used in) operating activities		)
Net cash flows from/(used in) investing activities		)		)		)
Net cash flows from/(used in) financing activities		)
Net increase/(decrease) in cash and cash equivalents		)
Cash and cash equivalents at the beginning of the period***
Effect of exchange differences on cash and cash equivalents				)		)
Cash and cash equivalents at the end of the period*		)

All values are in Indian Rupees.

* Includes overdraft of INR Nil (INR  1,235,290 as on December 31, 2019).

**Includes INR 389,617 paid on account of ATB settlement (INR Nil as on December 31, 2019)

***Includes overdraft of INR 719,141 (INR 797,343 as of March 31, 2019)

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Yatra Online, Inc.

OPERATING DATA

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)	2019			2020			2019			2020
Quantitative details *
Air Passengers Booked		2,047			910			6,348			1,063
Stand-alone Hotel Room Nights Booked		300			199			962			214
Packages Passengers Travelled		28			1			91			1
Gross Bookings
Air Ticketing		19,042,527			5,140,396			62,187,408			4,931,137
Hotels and Packages		2,059,406			617,744			6,465,519			621,975
Total		21,101,933			5,758,140			68,652,927			5,553,112
Adjusted Revenue
Air Ticketing		1,021,726			428,537			3,198,324			851,920
Hotels and Packages		214,164			109,641			615,281			167,084
Others (Including Other Income)		350,672			68,436			1,001,340			201,555
Total		1,586,562			606,614			4,814,945			1,220,558
Net Revenue Margin%**
Air Ticketing		5.4	%		8.3	%		5.1	%		17.3	%
Hotels and Packages		10.4	%		17.7	%		9.5	%		26.9	%

* Quantitative details are considered on Gross basis

** Net Revenue Margin is defined as Adjusted Revenue as a percentage of Gross Booking.