6-K

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

October16, 2023

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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): ☐

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OtherEvents

On October 16, 2023, Yatra Online, Inc. issued an earnings release announcing its unaudited financial and operating results for the three months ended June 30, 2023. A copy of the earnings release is attached hereto as Exhibit 99.1.

The following risk factors are either new or have changed materially from those set forth in our Annual Report on Form 20-F for the fiscal year ended March 31, 2023. In evaluating our business, you should carefully review the risks described in our Annual Report on Form 20-F, including our consolidated financial statements and related notes. All references in this Report on Form 6-K to “we,” “us,” “our,” “Company” and “Yatra” refer to Yatra Online, Inc. and its subsidiaries, unless stated otherwise or the context otherwise requires. The following additional risk factors shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

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Thefinancial reporting obligations of being a public company and maintaining listings on the Nasdaq Capital Market, National Stock Exchangeof India Limited and BSE Limited requires significant company resources and management attention.

We are subject to the public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act and the listing requirements of Nasdaq Capital Market (“Nasdaq”). Our subsidiary, Yatra Online Limited (“Yatra India”), is subject to the public company reporting obligations under the rules and regulations of Securities and Exchange Board of India and the listing requirements of the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). We incur significant legal, accounting, reporting and other expenses in order to maintain a listing on each of Nasdaq, NSE and BSE.

In addition, these listings may increase price volatility of our Ordinary Shares due to various factors, including the ability to buy or sell Yatra India’s Equity Shares in the market (“Equity Shares”), different market conditions in different capital markets, different trading volumes and differences in exchange rates. Our Ordinary Shares trade in U.S. dollars on Nasdaq and Yatra India’s Equity Shares trade on the NSE and the BSE in INR. Further, the exchanges are open for trade at different times of the day and the exchanges also have differing vacation schedules. Other external influences may have different effects on the trading price of our Ordinary Shares. In addition, low trading volume may increase the price volatility of our Ordinary Shares.

Investors could seek to sell or buy our Ordinary Shares to take advantage of any relative price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in prices of our Ordinary Shares. This could adversely affect the trading of our Ordinary Shares and increase the price volatility or adversely affect the price and liquidity of our Ordinary Shares.

Ifwe fail to continue to satisfy applicable Nasdaq listing standards, including compliance with the minimum market value of listed securitiesrequirement, our Ordinary Shares may be delisted from the Nasdaq Capital Market, which would seriously harm the liquidity of our OrdinaryShares and may have an adverse impact on the price of our Ordinary Shares.

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We are a “foreign private issuer” with our Ordinary Shares listed on Nasdaq, and are subject to the Nasdaq continued listing requirements, including meeting the $1.00 minimum bid price requirement under Nasdaq Marketplace Rule 5550(a)(2), maintaining a minimum of $2.5 million in stockholders’ equity as set forth in Nasdaq Listing Rule 5550(b)(1), meeting the alternative of market value of listed securities of $35 million under Nasdaq Listing Rule 5550(b)(2) or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years under Nasdaq Listing Rule 5550(b)(3), and compliance with Nasdaq Listing Rule 5250(c)(1) to timely file Exchange Act reports, collectively, the “Nasdaq Rules”.

We cannot assure you that we will continue to be in compliance with Nasdaq’s continued listing requirements. In the event we fail to meet the listing requirements under the Nasdaq Rules, Ordinary Shares may be delisted from Nasdaq, which could adversely impact the liquidity of Ordinary Shares, the price for Ordinary Shares and may consequently affect the trading and price of Equity Shares. While there are no restrictions under Indian laws on Yatra India from deconsolidating from the Yatra Online, Yatra India must remain our consolidated subsidiary pursuant to applicable continued listing requirements of Nasdaq, and any deviation from such listing requirements could affect our ability to raise additional financing through the public or private sale of equity securities. Following the initial public offering of the Equity Shares in India, as of October 1, 2023, we held approximately 64.46% of the issued and outstanding Equity Shares. Our ability to sell Equity Shares is limited to approximately an additional 14.45% of the issued and outstanding Equity Shares such that Yatra India continues to remain our consolidated subsidiary. Accordingly, our ability to generate proceeds from the sale of Equity Shares is limited. In addition, Yatra India’s charter and those of Asia Consolidated DMC Pte. Ltd. and THCL Travel Holding Cyprus Limited, our direct subsidiaries and Yatra India’s promoter entities, limit Yatra India’s ability to raise additional capital and/or undertake a change of control transaction, directly or indirectly, without the ultimate approval of our Board and shareholders if the result of such additional capital raise or change of control transaction would result in the deconsolidation of Yatra India from our Company. In the event Yatra India ceases to be our subsidiary and is deconsolidated, the Ordinary Shares could be delisted from Nasdaq, we could fail to list our Ordinary Shares on another reputable national securities exchange, and it may result in a reduction in some or all of the following actions, which could also have an adverse impact on Equity Shares:

●	the liquidity and marketability of Ordinary Shares;
●	the market price of Ordinary Shares;
●	our ability to obtain financing for the continuation<br> of operations;
●	the number of institutional and retail investors that<br> will consider investing in Ordinary Shares;
●	the availability of information concerning the trading<br> prices and volume of Ordinary Shares; and
●	the number of broker-dealers willing to execute trades<br> in Ordinary Shares.

Non-compliance with Nasdaq’s continued listing requirements and consequent delisting of Ordinary Shares from Nasdaq could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade Ordinary Shares and would negatively affect the value and liquidity of Ordinary Shares. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities. Further, if our Ordinary Shares are delisted, we would incur additional costs under requirements of state “blue sky” laws in connection with any sales of our securities. This could severely limit the market liquidity of our Ordinary Shares and the ability of our shareholders to sell Ordinary Shares in the secondary market, and it may have an adverse impact on our business, operations, liquidity and cashflows on consolidated basis.

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. 333-215653 and 333-256442) filed with the Securities and Exchange Commission on April 11, 2018 and May 24, 2021 (and subsequently amended on July 7, 2021), 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.

ExhibitIndex

Exhibit No.	Description
99.1	Earnings release of Yatra Online, Inc. dated October 16, 2023

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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:<br> October 16, 2023	By:	/s/ Dhruv Shringi
		Dhruv<br> Shringi
		Chief<br> Executive Officer

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Exhibit99.1

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YATRAONLINE, INC. ANNOUNCES RESULTS FOR

THETHREE MONTHS JUNE 30, 2023

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Gurugram,India and New York October 16, 2023— 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 and year ended June 30, 2023.

“We started Fiscal Year 2024, on a strong footing on the Air front with the highest number of Air Passengers booked since pre-COVID in December 2019, up 41.5% YoY far outpacing domestic air passenger industry growth of 14.8% YoY. Our revenue for the quarter ended June 30, 2023, was reported at INR 1,105.8 million (USD 13.5 million) up 23% YoY. Adjusted Margin from Air Ticketing of USD 14.1 million was up 46% YoY. Sequentially as well, we grew at 2x the industry rate in domestic air clearly demonstrating our ability to gain market share and the strength of the YATRA brand. Adjusted EBITDA for the quarter reached INR 115.4 million (USD 1.4 million), marginally lower vs. the June 2022 quarter at INR 123.5 million (USD 1.5 million).

International travel has also shown a steady improvement during the quarter ended June 30, 2023, reaching approximately 90% of pre-COVID levels. As we move forward, we remain optimistic and committed to leveraging these positive trends to drive further growth and success.

We further fortified our leadership in the Corporate travel sector by signing 19 new corporate customer accounts in the June quarter in our Corporate business with an annual billing potential of INR 1,510 million (~USD 18.2 million) underlining the capabilities and leadership of our Corporate Travel SaaS platform.

Yatra Online Limited, our Indian subsidiary, was successfully listed on the National Stock Exchange of India Limited and on the Bombay Stock Exchange on September 28, 2023 consummating the IPO of INR 7,750 million. The proceeds from this milestone will predominantly fuel our strategic growth, technology advancements, and customer-centric initiatives.

Furthermore, we also benefited from an additional inflow of approximately USD 21 million through the sale of shares in this IPO of this amount held by its wholly owned subsidiary THCL, which flowed through to the parent entity Yatra Online, Inc. This capital not only enabled us to repay the MAK debt but has also provided us with the flexibility to potentially allocate a part of the residual funds for future YTRA share buybacks. Additionally, we believe the IPO will also be beneficial to the consolidated company on several fronts as it provides a liquid stock that can be used for M&A in India. In addition, the transaction expands the shareholder base of the consolidated company by adding retail and institutional investors in India already familiar with Yatra’s business and brand while increasing its visibility through a larger pool of equity analysts.

In conclusion, as we navigate the evolving landscape, our commitment remains unwavering—to leverage growth opportunities and ensure Yatra’s continued ascent” - Dhruv Shringi, Co-founder and CEO.

Financialand operating highlights for the three months ended June 30, 2023**:**

●	Revenue of<br> INR 1,105.8 million (USD 13.5 million), representing an increase of 23.0% year-over-year basis (“YoY”).
●	Adjusted Margin ^(1)^from Air Ticketing of INR 1,159.0 million (USD 14.1 million), representing an increase of 45.8% YoY.
●	Adjusted Margin ^(1)^from Hotels and Packages of INR 307.6 million (USD 3.7 million), representing an increase of 1.6% YoY.
●	Total Gross Bookings (Air Ticketing, Hotels and Packages and Other Services)^(3)^ of INR 19,834.4 million (USD 241.7 million), representing<br> an increase of 11.0% YoY.
●	Loss for the period was INR 23.9 million (USD 0.3 million) versus a loss of INR 7.0 million (USD 0.1 million) for the three<br> months ended June 30, 2022, reflecting an increase in loss by INR 17.0 million (USD 0.2 million) YoY.
●	Result from operations were a profit of INR 52.7 million (USD 0.6 million) versus a profit of INR 32.9 million (USD 0.4 million) for the three months<br> ended June 30, 2022, reflecting an improvement of 60.2% YoY.
●	Adjusted EBITDA^(2)^Profit was INR 115.4 million (USD 1.4 million) reflecting a decrease of 6.6% YOY.
	Three months ended June 30,
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	2022		2023		2023		YoY Change
	Unaudited		Unaudited		Unaudited
(In thousands except percentages)							%
Financial Summary as per IFRS
Revenue								23.0	%
Results from operations								60.2	%
Loss for the period		)		)		)		(249.5	)%
Financial Summary as per non-IFRS measures
AdjustedMargin ^(1)(2)^
Adjusted Margin - Air Ticketing								45.8	%
Adjusted Margin - Hotels and Packages								1.6	%
Adjusted Margin - Other Services								(36.4	)%
Others (Including Other Income)								47.0	%
Adjusted EBITDA ^(2)^								(6.6	)%
Operating Metrics
Gross Bookings ^(3)^								11.0	%
Air Ticketing								14.1	%
Hotels and Packages								9.1	%
Other Services ^(6)^								(38.7	)%
Adjusted Margin %*^(4)^
Air Ticketing		%		%
Hotels and Packages		%		%
Other Services		%		%
Quantitative details ^(5)^
Air Passengers Booked								41.5	%
Stand-alone Hotel Room Nights Booked								(16.1	)%
Packages Passengers Travelled								20.0	%

All values are in Indian Rupees.

Note:

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(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, bus, rail and cab and others services.

As of June 30, 2023, 63,795,829 ordinary shares (on an as-converted basis), par value $0.0001 per share, of the Company (the “Ordinary Shares”) were issued and outstanding.

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ConvenienceTranslation

The interim 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 ended June 30, 2023, the unaudited interim condensed consolidated statement of financial position as of June 30, 2023, the unaudited interim condensed consolidated statement of cash flows for the three months ended June 30, 2023 and discussion of the results of the three months ended June 30, 2023 compared with three months ended June 30, 2022, were converted into U.S. dollars at the exchange rate of 82.06 INR per USD, which is based on the noon buying rate as at June 30, 2023, 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

1.

Yatra<br> Online Limited, our Indian subsidiary, or “Yatra India,”<br> successfully completed its initial public offer (“IPO”) of 54,577,465 Equity Shares for cash at a price of ₹<br> 142 per Equity Share (including a premium of ₹141 per Equity Share) aggregating to ₹ 7,750.00 million. The offer and<br> sale comprised of a Fresh Issue by Yatra India of 42,394,366 Equity Shares aggregating to ₹ 6,020.00 million and<br> an Offer for Sale of 12,183,099 Equity Shares aggregating to ₹1,730.00 million by the Selling Shareholders (i.e. THCL<br> Travel Holding Cyprus Limited and Pandara Trust – Scheme I represented by its trustee Vistra ITCL (India) Limited). The<br> IPO consummated with Yatra India’s listing on September 28, 2023 on the National Stock Exchange of India<br> Limited (“NSE”) and BSE Limited (“BSE”).

2.

On<br> September 28, 2023, the Company prepaid in<br> full outstanding principal amount along with the accrued interest totaling approximately US$ 9.45 million under the promissory<br> note issued pursuant to the Note Purchase Agreement dated October 5, 2022, as amended, by and between the Company and MAK Capital<br> Fund, LP, (“MAK”), an affiliate of Michael A. Kaufman, a member of our Board of Directors (the “Note Purchase Agreement”).<br> Accordingly, all amounts due pursuant to the Note Purchase Agreement have been discharged and the promissory note cancelled.

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Resultsof Three Months Ended June 30, 2023

Revenue. We generated Revenue of INR 1,105.8 million (USD 13.5 million) in the three months ended June 30, 2023, an increase of 23.0% compared with INR 899.0 million (USD 11.0 million) in three months ended June 30, 2022.

The increase in revenue was primarily due to the sustained elevated travel demand in India in the quarter ended June 30, 2023 as compared to the quarter ended June 30, 2022 and an accrual of threshold bonus for Global Distribution System (“GDS”) contracts in the three months ended June 30, 2023.

Servicecost. Our Service cost increased to INR 219.0 million (USD 2.7 million) in the three months ended June 30, 2023, compared to Service cost of INR 146.7 million (USD 1.8 million) in the three months ended June 30, 2022, primarily due to higher package sales in the three months ended June 30, 2023 on account of recovery in consumer travel markets.

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)

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	Reportable Segments
	Air Ticketing				Hotels and Packages						Other Services
	Three months ended June 30,
Amount in INR thousands (Unaudited)	2022		2023		2022			2023			2022		2023
Revenue as per IFRS - Rendering of services		375,695		489,369		390,702			452,555			47,527		26,718
Customer promotional expenses		419,184		669,663		58,664			74,086			3,909		6,010
Service cost		-		-		(146,715	)		(219,020	)
Adjusted Margin		794,879		1,159,032		302,651			307,621			51,436		32,728

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AirTicketing. Revenue from our Air Ticketing business was INR 489.4 million (USD 6.0 million) in the three months ended June 30, 2023 as compared to INR 375.7 million (USD 4.6 million) in the three months ended June 30, 2022, reflecting an increase of 30.3%.

Adjusted Margin ^(1)^from our Air Ticketing business increased to INR 1,159.0 million (USD 14.1 million) in the three months ended June 30, 2023, as compared to INR 794.9 million (USD 9.7 million) in the three months ended June 30, 2022. In the three months ended June 30, 2023 , Adjusted Margin ^(1)^for Air Ticketing includes the add-back of INR 669.7 million (USD 8.2 million) of consumer promotion and loyalty program costs, which reduced Revenue as per IFRS 15, against an add-back of INR 419.2 million (USD 5.1 million) in the three months ended June 30, 2022. The recovery in Revenue and Adjusted Margin is primarily due to the sustained elevated travel demand in India in the quarter ended June 30, 2023 as compared to the quarter ended June 30, 2022 and an accrual of threshold bonus for GDS contracts.

Hotelsand Packages. Revenue from our Hotels and Packages business was INR 452.6 million (USD 5.5 million) in the three months ended June 30, 2023, as compared to INR 390.7 million (USD 4.8 million) in the three months ended June 30, 2022, reflecting an increase of 15.8%.

Adjusted Margin ^(1)^ for this segment increased by 1.6% to INR 307.6 million (USD 3.7 million) in the three months ended June 30, 2023 from INR 302.7 million (USD 3.7 million) in the three months ended June 30, 2022. In the three months ended June 30, 2023, Adjusted Margin ^(1)^ for Hotels and Packages includes the add-back of customer promotional expenses, which had been reduced from Revenue as per IFRS 15 of INR 74.1 million (USD 0.9 million) against an add-back of INR 58.7 million (USD 0.7 million) in the three months ended June 30, 2022. The increase in Revenue and Adjusted Margin in the three months ended June 30, 2023 is on account of recovery in domestic travel, along with addition of new distribution partners. The reduction in Adjusted Margin is on account of change in mix in favor of packages.

OtherServices.** Our Revenue from Other Services was INR 26.7 million (USD 0.3 million) in the three months ended June 30, 2023, a decrease from INR 47.5 million (USD 0.6 million) in the three months ended June 30, 2022.

Adjusted Margin for this segment decreased by 36.4% to INR 32.7 million (USD 0.4 million) in the three months ended June 30, 2023, from INR 51.4 million (USD 0.6 million) in the three months ended June 30, 2022. In the three months ended June 30, 2023, Adjusted Margin includes the add-back of consumer promotion expenses, which had been reduced from Revenue of INR 6.0 million (USD 0.1 million) against an add-back of INR 3.9 million (USD 0.1 million) in the three months ended June 30, 2022 pursuant to IFRS 15. This decrease in Adjusted Margin is primarily due to a decrease in revenue from our freight business.

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

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OtherRevenue. Our Other Revenue was INR 137.2 million (USD 1.7 million) in the three months ended June 30, 2023, an increase from INR 85.1 million (USD 1.0 million) in the three months ended June 30, 2022 due to an increase in advertising revenue.

OtherIncome. Our Other Income decreased to INR 16.8 million (USD 0.2 million) in the three months ended June 30, 2023 from INR 19.6 million (USD 0.2 million) in the three months ended June 30, 2022 due to decrease in write back of liabilities no longer required to be paid and gain on termination of leases.

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PersonnelExpenses. Our personnel expenses increased by 2.2% to INR 275.8 million (USD 3.4 million) in the three months ended June 30, 2023 from INR 269.9 million (USD 3.3 million) in the three months ended June 30, 2022. Excluding employee share-based compensation costs of INR 14.4 million (USD 0.2 million) in the three months ended June 30, 2023, compared to INR 34.5 million (USD 0.4 million) in the three months ended June 30, 2022, personnel expenses increased by 11.0% in the three months ended June 30, 2023 due to increase in headcount.

Marketingand Sales Promotion Expenses. Marketing and Sales Promotion Expenses increased by 324.0% to INR 131.0 million (USD 1.6 million) in the three months ended June 30, 2023 from INR 30.9 million (USD 0.4 million) in the three months ended June 30, 2022. 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 880.8 million (USD 10.7 million) in the three months ended June 30, 2023 against INR 512.7 million (USD 6.2 million) in the three months ended June 30, 2022, increased by 71.8% on a YoY.

OtherOperating Expenses. Other operating expenses increased by 3.6% to INR 395.8 million (USD 4.8 million) in the three months ended June 30, 2023 from INR 382.1 million (USD 4.7 million) in the three months ended June 30, 2022 primarily due to increase in commission, legal and professional charges, payment gateway charges which is partially offset by decrease in provision for doubtful receivables and insurance cost.

AdjustedEBITDA^(^^1)^.** Due to the foregoing factors, Adjusted EBITDA Profit^(1)^ decreased to INR 115.4 million (USD 1.4 million) in the three months ended June 30, 2023 from an Adjusted EBITDA Profit^(1)^ of INR 123.5 million (USD 1.5 million) in the three months ended June 30, 2022.

Depreciationand Amortization. Our depreciation and amortization expenses decreased by 12.5% to INR 48.3 million (USD 0.6 million) in the three months ended June 30, 2023 from INR 55.1 million (USD 0.7 million) in the three months ended June 30, 2022 primarily due to assets fully amortized/depreciated in previous period which is partially offset by increase in depreciation in the three months ended June 30, 2023.

Impairmentof loan to joint venture. On September 28, 2012, we entered into a joint venture agreement with respect to a company that operates in adventure travel activities. As at June 30, 2022, the Company has impaired the outstanding loan amount of INR 1.0 million (USD 0.01 million) to the joint venture.

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Resultsfrom Operations. As a result of the foregoing factors, our Results from Operations were a profit of INR 52.7 million (USD 0.6 million) in the three months ended June 30, 2023. Our profit for the three months ended June 30, 2022 was INR 32.9 million (USD 0.4 million). Excluding the employee share-based compensation costs and impairment of loan to joint venture, Adjusted Results from Operations^(1)^would have been a profit of INR 67.1 million (USD 0.8 million) for three months ended June 30, 2023 as compared to a loss of INR 68.4 million (USD 0.8 million) for three months ended June 30, 2022.

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FinanceIncome. Our finance income decreased to INR 8.5 million (USD 0.1 million) in the three months ended June 30, 2023 from INR 10.3 million (USD 0.1 million) in the three months ended June 30, 2022. This was primarily due to a decrease in the foreign exchange gain which is partially offset by increase in interest income earned from our bank deposits.

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

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FinanceCosts. Our finance costs of INR 85.4 million (USD 1.0 million) in the three months ended June 30, 2023 which includes interest on the lease liability of INR 8.6 million (USD 0.1 million) increased by INR 54.7 million (USD 0.7 million) from finance cost of INR 30.7 million (USD 0.4 million) in the three months ended June 30, 2022, which includes interest on the lease liability of INR 9.4 million (USD 0.1 million). The increase was due to increase in interest on borrowings and increase in borrowings facilities which includes invoice discounting/working capital facilities and non-convertible debenture.

Listingand related expenses. Listing and related expenses relate to the expenses incurred in connection with the Indian IPO. During the three month ended June 30, 2023, the Company has reversed INR 14.0 million (USD 0.2 million) compared to an expense of INR 10.6 million (USD 0.1 million) during the three months ended June 30, 2022 is charged to the profit and loss.

IncomeTax Expense. Our income tax expense during the three months ended June 30, 2023 was INR 13.7 million (USD 0.2 million) compared to INR 8.9 million (USD 0.1 million) during the three months ended June 30, 2022.

Lossfor the Period. As a result of the foregoing factors, our loss in the three months ended June 30, 2023 was INR 24.3 million (USD 0.3 million) as compared to a loss of INR 7.0 million (USD 0.1 million) in the three months ended June 30, 2022. Excluding the employee share based compensation costs, listing and related expenses and impairment of loan to joint venture, the Adjusted loss^(1)^would have been INR 23.9 million (USD 0.3 million) for the three months ended June 30, 2023 and Adjusted profit^(1)^INR 39.2 million (USD 0.5 million) for the three months ended June 30, 2022.

BasicEarnings/(Loss) per Share. Basic Loss per Share was INR 0.39 (USD 0.01) in the three months ended June 30, 2023 as compared to Basic Loss per share of INR 0.12 (USD 0.01) in the three months ended June 30, 2022. After excluding the employee share-based compensation costs, listing and related expenses and impairment of loan to joint venture, Adjusted Basic Loss per Share^(1)^would have been INR 0.39 (USD 0.01) in the three months ended June 30, 2023, as compared to Adjusted Basic Earnings INR 0.61 (USD 0.01) in the three months ended June 30, 2022.

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DilutedEarnings/(Loss) per Share. Diluted Loss per Share was INR 0.39 (USD 0.01) in the three months ended June 30, 2023 as compared to Diluted Loss per share of INR 0.12 (USD 0.01) in the three months ended June 30, 2022. After excluding the employee share-based compensation costs, listing and related expenses and impairment of loan to joint venture, Adjusted Diluted Loss per Share^(1)^would have been INR 0.39 (USD 0.01) in the three months ended June 30, 2023 as compared to Adjusted Diluted Earnings INR 0.61 (USD 0.01) in the three months ended June 30, 2022.

Liquidity. As of June 30, 2023, the balance of cash and cash equivalents and term deposits on our balance sheet was INR 1,111.1 million (USD 13.5 million).

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

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ConferenceCall

The Company will host a conference call to discuss its unaudited results for the three months ended June 30, 2023 beginning at 11:00 AM Eastern Daylight Time (or 8:30 PM India Standard Time) on October 16, 2023. Dial in details for the conference call is as follows: US/International dial-in number: +1 404 975 4839. Confirmation Code: 248075 (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/963402477.

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 Profit, 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, impairment of loan to joint venture and listing and related expenses. 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.
●	Impairment<br> of loan to joint venture - The impairment cost to be recorded is dependent on varying available valuation methodologies and subjective<br> assumptions that companies can use while valuing the fair value of the assets on the balance sheet date. Thus, the management believes<br> that providing non-IFRS financial measures that exclude such expenses allows investors to make additional comparisons between our<br> operating results and those of other companies.
---	---
●	Listing<br> and related expenses - These primarily reflect the non-recurring expenses incurred on the IPO process of Yatra India.
(1)	See<br> the section titled “Certain Non-IFRS Measures.”
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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, Loss 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 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, listing and related expenses, impairment of loan to joint venture and depreciation and amortization in case of Adjusted EBITDA profit. Management compensates for this limitation by providing specific information on the IFRS amounts excluded from Adjusted EBITDA profit, Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted Earnings/(Loss) Per Share.

The following table reconciles our 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
Amount in INR thousands	June 30, 2022			June 30, 2023
Profit/(Loss) for the period as per IFRS		(6,965	)		(23,944	)
Employee share-based compensation costs		34,490			14,414
Depreciation and amortization		55,144			48,271
Impairment of loan to joint venture		1,000			-
Finance income		(10,321	)		(8,469	)
Finance costs		30,704			85,438
Listing and related expenses		10,640			(13,983	)
Tax expense		8,853			13,678
Adjusted EBITDA		1,23,545			1,15,405
Reconciliation of Adjusted Results from Operations (unaudited)	Three months ended
---	---	---	---	---
Amount in INR thousands	June 30, 2022		June 30, 2023
Results from operations (as per IFRS)		32,911		52,721
Employee share-based compensation costs		34,490		14,414
Impairment of loan to joint venture		1,000		-
Adjusted Results from Operations		68,401		67,135
Reconciliation of Adjusted Profit/(Loss) (unaudited)	Three months ended
---	---	---	---	---	---	---
Amount in INR thousands	June 30, 2022			June 30, 2023
Loss for the period (as per IFRS)		(6,965	)		(23,944	)
Employee share-based compensation costs		34,490			14,414
Impairment of loan to joint venture		1,000			-
Listing and related expenses		10,640			(13,983	)
Adjusted Profit/(Loss) for the period		39,165			(23,513	)
	Three months ended
---	---	---	---	---	---	---
Reconciliation of Adjusted Basic Earnings/(Loss) (Per Share) (unaudited)	June 30, 2022			June 30, 2023
Basic Earnings/(Loss) per share (as per IFRS)		(0.12	)		(0.39	)
Employee share-based compensation costs		0.54			0.22
Impairment of loan to joint venture		0.02			-
Listing and related expenses		0.17			(0.22	)
Adjusted Basic Earnings/(Loss) Per Share		0.61			(0.39	)
	Three months ended
---	---	---	---	---	---	---
Reconciliation of Adjusted Diluted Earnings/(Loss) (Per Share)<br> (unaudited)	June 30, 2022			June 30, 2023
Diluted Earnings/(Loss) per share (as per IFRS)		(0.12	)		(0.39	)
Employee share-based compensation costs		0.54			0.22
Impairment of loan to Joint venture		0.02			-
Listing and related expenses		0.17			(0.22	)
Adjusted Diluted Earnings/(Loss) Per Share		0.61			(0.39	)
	Reportable Segments
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Air Ticketing				Hotels and Packages						Other Services
	Three months ended June 30,
Amount in INR thousands (Unaudited)	2022		2023		2022			2023			2022		2023
Revenue as per IFRS - Rendering of services		375,695		489,369		390,702			452,555			47,527		26,718
Customer promotional expenses		419,184		669,663		58,664			74,086			3,909		6,010
Service cost		-		-		(146,715	)		(219,020	)
Adjusted Margin		794,879		1,159,032		302,651			307,621			51,436		32,728

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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, statements concerning management’s beliefs as well as our strategic and operational plans; the anticipated benefits of the IPO; the degree to which and how we will utilize debt facilities or the proceeds from the Indian IPO and the results we anticipate from how such funds are utilized; and our future financial performance, including statements about our Revenue, cost of Revenue, operating expenses and our ability to achieve and maintain profitability, strengthen our balance sheet or take advantage of the rapidly recovering leisure and business travel market in India. 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 the COVID-19 pandemic; 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 (including the ongoing conflict between Ukraine and Russia), 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.

AboutYatra Online, Inc.

Yatra Online, Inc. is the ultimate parent company of Yatra Online Limited, a public listed company on the NSE and BSE (Formerly known as Yatra Online Private Limited, hereinafter referred to as “Yatra India”), 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 approximately 813 large corporate customers and approximately 50,000 registered SME customers and the third largest online travel company (OTC) in India among key 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 105,600 hotels in approximately 1,490 cities and towns in India as well as more than 2 million hotels around the world, Yatra India has the largest hotel inventory amongst key Indian online travel agency (OTA) players (Source: CRISIL Report).

Formore information, please contact:

Manish Hemrajani

Yatra Online, Inc.

VP, Head of Corporate Development and Investor Relations

ir@yatra.com

YatraOnline, Inc.

UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS FOR THREE MONTHS ENDED JUNE 30, 2023

(Amountin thousands, except per share data and number of shares)

	Three months ended June 30,
	2022		2023
	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
Impairment of loan to Joint venture
Results from operations
Share of loss of joint venture
Finance income
Finance costs		)		)		)
Listing and related expenses		)
Profit/(Loss) before taxes				)		)
Tax expense		)		)		)
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 loss for the period, net of tax		)		)		)
Profit/(loss) attributable to :
Owners of the Parent Company		)		)		)
Non-Controlling interest
Loss for the period		)		)		)
Total comprehensive profit/(loss) attributable to :
Owners of the Parent Company		)		)		)
Non-Controlling interest
Total comprehensive loss for the period		)		)		)
Loss per share
Basic		)		)		)
Diluted		)		)		)
Weighted average no. of shares
Basic
Diluted

All values are in Indian Rupees.

YatraOnline, Inc.

UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2023

(Amountsin thousands, except per share data and number of shares)

	March 31, 2023		June 30, 2023		June 30, 2023
	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		)		)		)
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.

UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THREE MONTHS ENDED JUNE 30, 2023

(Amountin INR thousands, except per share data and number of shares)

	Attributable to shareholders of the Parent Company
	Equityshare capital		Equityshare premium		Treasuryshares			Accumulated deficit			Othercapital reserve			Foreign currency translation reserve			Total			Non controlling interest		Total Equity
Balance as at April 1, 2023		850		20,388,799		(11,219	)		(19,921,095	)		281,394			(31,034	)		707,695			11,624		719,319
Loss for the period									(24,796	)								(24,796	)		852		(23,944	)
Other comprehensive loss
Foreign currency translation differences									-						15,212			15,212			-		15,212
Re-measurement gain on defined benefit plan									68						-			68			2		70
Total other comprehensive loss		-		-		-			68			-			15,212			15,280			2		15,282
Total comprehensive loss		-		-		-			(24,728	)		-			15,212			(9,516	)		854		(8,662	)
Share based payments		-		-		-			1,267			13,147			-			14,414			-		14,414
Exercise of options		1		17,808		-			-			(17,809	)		-			-			-		-
Total contribution by owners		1		17,808		-			1,267			(4,662	)		-			14,414			-		14,414
Balance as at June 30, 2023		851		20,406,607		(11,219	)		(19,944,556	)		276,732			(15,822	)		712,593			12,478		725,071

YatraOnline, Inc.

UNAUDITEDINTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THREE MONTHS ENDED JUNE 30, 2023

(Amount in thousands, except per share data and number of shares)

	Three months ended June 30,
	2022		2023		2023
Profit/(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 (used in) investing activities		)		)		)
Net cash flows (used in) financing activities		)		)		)
Net 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.

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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 June 30,
(In thousands except percentages)	2022			2023
Quantitative details *
Air Passengers Booked		1,290			1,825
Stand-alone Hotel Room Nights Booked		585			491
Packages Passengers Travelled		5			6
Gross Bookings
Air Ticketing		14,837,538			16,923,959
Hotels and Packages		2,204,311			2,404,142
Other Services		825,367			506,275
Total		17,867,216			19,834,376
Adjusted Margin
Adjusted Margin - Air Ticketing		794,879			1,159,032
Adjusted Margin - Hotels and Packages		302,651			307,621
Adjusted Margin - Other Services		51,436			32,728
Others (Including Other Income)		104,766			153,988
Adjusted Margin %**
Air Ticketing		5.4	%		6.8	%
Hotels and Packages		13.7	%		12.8	%
Other Services		6.2	%		6.5	%

* Quantitative details are considered on Gross basis.

** Adjusted Margin % is defined as Adjusted Margin as a percentage of Gross Bookings.