6-K

Yatra Online, Inc. (YTRA)

6-K 2020-02-27 For: 2020-02-27
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Added on April 06, 2026

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 27, 2020

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 o

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): o

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): o

Other Events

On February 27, 2020, Yatra Online, Inc. issued an earnings release announcing its unaudited financial and operating results for the three months ended December 31, 2019. 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and May 3, 2018 , respectively, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 27, 2020
2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

YATRA ONLINE, INC.
Date: February 27, 2020 By: /s/ Dhruv Shringi
Dhruv Shringi
Chief Executive Officer
3

Exhibit 99.1


YATRA ONLINE, INC. ANNOUNCES RESULTSFOR

THE THREE MONTHS ENDED DECEMBER 31, 2019


Gurugram, Indiaand New York February 27, 2020,— Yatra Online, Inc. (NASDAQ: YTRA, OTCQX: YTROF), India’s leading online travel company, today announced its unaudited financial and operating results for the three months ended December 31, 2019.

“I am pleased to report that we achieved both our stated objectives of being Adjusted EBITDA positive and posting sequential Revenue growth in the quarter ended December 31, 2019. This was despite a challenging environment in the Indian aviation sector owing to overall macroeconomic slowdown along with the grounding of a major domestic carrier. Domestic air traffic industry growth in the third quarter of the current fiscal year significantly slowed down to 5.8% YoY as compared to 12.4% in the same quarter last year.  Our Adjusted Revenue grew 4.3% sequentially while our Adjusted EBITDA was a profit of INR 205 Million (USD 2.9 Million) in the quarter versus an Adjusted EBITDA loss of INR 154.3 Million (USD 2.2 Million) for the same quarter last year. We expect to continue to deliver sequential growth in our Adjusted Revenue with a positive operating performance.”— Dhruv Shringi, Co-founder andCEO.

Yatra Online, Inc.’s financial and operating results for the three months ended December 31, 2019, include 100% of the financial and operating results of Travel.Co.In Limited (TCIL), which we acquired on February 8, 2019.

Financialand operating highlights for the three months ended December 31, 2019**:**

· Revenue of INR 1,966.8 million (USD 27.6 million).
· Adjusted Revenue^(1)^ of INR 1,586.6 million (USD 22.2 million ), representing a decrease of 31.9% YOY.
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· Adjusted Revenue^(1)^ from Air Ticketing of INR 1,021.7 million (USD 14.3 million), representing a decrease<br>of YOY 29.4%.
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· Adjusted Revenue^(1)^ from Hotels and Packages of INR 214.2 million (USD 3.0 million), representing<br>a decrease of 55.7% YOY.
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· Total Gross Bookings (Air Ticketing and Hotels and Packages) ^(3)^ of INR 21.1 billion (USD 0.3 billion) representing<br>YOY decline of 20.1% .
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· Profit for the periodof INR 112.9 million (USD 1.6 million) as compared to 137.5 million (USD 1.9 million)<br>in the quarter ended December 31, 2018.
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· Adjusted EBITDA ^(2)^ Profit of INR 205.0 million (USD 2.9 million) representing a 232.9% improvement<br>YOY.
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Three months ended December 31,
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2018 2019 2019
Unaudited YOY Change
(In thousands except percentages) %
Financial Summary as per IFRS
Revenue (10.8 )%
Results from operations ) 108.9 %
Profit for the period (17.9 )%
Financial Summary as per non-IFRS measures
Adjusted Revenue ^(1)^ (31.9 )%
Air Ticketing (29.4 )%
Hotels and Packages (55.7 )%
Others (Including Other Income) (12.3 )%
Adjusted EBITDA ^(2)^ ) 232.9 %
Operating Metrics
Gross Bookings ^(3)^ (20.1 )%
Air Ticketing (17.9 )%
Hotels and Packages (35.8 )%
Net Revenue Margin% ^(4)^
Air Ticketing % %
Hotels and Packages % %
Quantitative details ^(5)^
Air Passengers Booked (17.7 )%
Stand-alone Hotel Room Nights Booked (50.1 )%
Packages Passengers Travelled (3.6 )%

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 due to the adoption<br> of new accounting standard, IFRS 15, effective from April 1, 2018. See the section below titled “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.
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(4) Net Revenue Margin is defined as Adjusted Revenue as a percentage of Gross Booking.
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(5) Quantitative details are considered on a gross basis.
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As of December 31, 2019, 45,639,585 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 the 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, 2019, the unaudited interim condensed consolidated statement of financial position as of December 31, 2019, the unaudited interim condensed consolidated statement of cash flows for nine months ended December 31, 2019 and discussion of the results of the three months ended December 31, 2019 compared with three months ended December 31, 2018, were converted into U.S. dollars at the exchange rate of 71.36 INR per USD, which is based on the noon buying rate as at December 31, 2019, 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”).

Recent Developments

Ebix Merger Agreement

As previously disclosed, on July 16, 2019, we entered into a Merger Agreement (the “Merger Agreement”) with Ebix, Inc., a Delaware corporation (“Ebix”), and EbixCash Travels Inc., a Cayman Islands exempted company limited by shares and a direct, wholly-owned subsidiary of Ebix (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into us, the separate existence of Merger Sub will cease and we will continue as the surviving company and as a direct, wholly-owned subsidiary of Ebix (the “Merger”). The Company and Ebix continue to work towards consummating the Merger and in furtherance of the same a proxy statement and Form S-4 was filed with the U.S. Securities and Exchange Commission (“SEC”) on January 17, 2020 in relation with the Merger.

ATB Acquisition

As previously disclosed, on October 14, 2019, Yatra Online Private Limited (“Yatra India”), a subsidiary of Yatra Online, Inc. (the “Company”), and Air Travel Bureau Private Limited (“ATB”), a subsidiary of Yatra India, entered into a Settlement and Amendment Agreement (the “Settlement Agreement”) with Mr. Sunil Narain (“Mr. Narain”) and ATB Finance and Investment Private Limited (“ATB Finance” and, together with Mr. Narain, the “Sellers”) pursuant to which Yatra India, ATB and the Sellers (collectively, the “Parties”) have agreed, subject to the conditions set forth in the Settlement Agreement, to settle any and all disputes and claims arising from or relating to the certain Share Purchase Agreement among Yatra India, ATB, and the Sellers, dated July 20, 2017 (the “Share Purchase Agreement”) and also to amend certain terms of the Share Purchase Agreement.

Pursuant to the Settlement Agreement, in October 2019, the Parties filed a joint application to withdraw arbitration proceedings that had previously been initiated by Yatra India against Mr. Narain and a related appeal previously filed by Mr. Narain with the High Court of Delhi.  In October, 2019, the arbitration proceedings and the related appeal were withdrawn and terminated by the arbitrator and the High Court of Delhi, respectively.  In addition, as previously disclosed, pursuant to the Settlement Agreement, in October 2019, the Parties filed a joint petition with the High Court of Delhi to quash a First Information Report and all proceedings arising therefrom, which the High Court granted in December 2019, subject to certain costs imposed on Yatra India. Finally, pursuant to the Settlement Agreement, each Party has appointed an accounting firm to proceed with the calculation of the final purchase price adjustments necessary to determine the amount of a final payment to be made by Yatra India to Sellers under the Share Purchase Agreement, as amended, and that process is underway.

The outbreak of the coronavirus or any other widespreadcontagious disease could reduce travel and have a material adverse effect on our business

The outbreak of coronavirus, a contagious disease first identified in Wuhan, Hubei Province, China, resulted in flights to and from China being temporarily ceased by several airlines. Although the impact of the outbreak on our revenue has been minimal to date, this may have a material adverse effect on our business and our results of operations in future. The extent to which our business may be affected by the coronavirus will largely depend on future developments with respect to the continued spread and treatment of the virus, which we cannot accurately predict.

Change in Significant Accounting Policies and Non-IFRS FinancialMeasure:

Adoption of New Lease Accounting Standard

In February 2016, the IASB issued a new accounting standard IFRS 16, which requires lessees to recognize an asset and a liability on the balance sheet for the rights and obligations created by entering into lease transactions. IFRS 16 introduced a single lessee accounting model and require a lessee to recognized assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. The new standard also expands qualitative and quantitative disclosures for lessees. The Company adopted this new standard on April 1, 2019 on a “Modified Retrospective Approach” and made a cumulative adjustment to retained earnings. Accordingly, a comparative for the fiscal 2019 was not being retrospectively adjusted. Upon the adoption of the new lease standard, on April 1, 2019, the Company recognized operating lease assets of INR 183.7 million (USD 2.7 million) and total operating lease liabilities of INR 200.8 million (USD 2.9 million) in the consolidated balance sheet and reclassified certain balances related to existing leases to Right-of-use (ROU) asset amounting to INR 12.9 million (0.19 million). Their impact to retained earnings at adoption was INR 30.0 million (USD 0.4 million) and net of tax impact 29.0 million (USD 0.4 million).

Results of Three Months Ended December 31, 2019 Comparedto Three Months Ended December 31, 2018

Revenue.  We generated revenue of INR 1,966.8 million (USD 27.6 million) in the three months ended December 31, 2019, a decrease of 10.8% compared with INR 2,204.7 million (USD 30.9 million) in three months ended December 31, 2018.

ServiceCost.  Our service cost decreased to INR 807.5 million (USD 11.3 million) in the three months ended December 31, 2019 from INR 936.4 million (USD 13.1 million) in the three months ended December 31, 2018 primarily due to the decrease in our sales of holiday packages.

Adjusted Revenue^(1)^  Our Adjusted Revenue decreased by 31.9% to INR 1,586.6 million (USD 22.2 million) in the three months ended December 31, 2019 from INR 2,331.3 million (USD 32.7 million) in the three months ended December 31, 2018 . In the quarter ended December 31, 2019, Adjusted Revenue includes the add-back of INR 402.3 million (USD 5.6 million) in the three months ended December 31, 2019 from INR 961.0 million (USD 13.5 million) in the three months ended December 31, 2018, 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 the Company views its 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 29.4% in our Adjusted Revenue from Air Ticketing along with a decrease of 55.7% in our Adjusted Revenue from Hotels and Packages and decrease of 12.3% in Others (Including Other Income) which primarily consists of cross sell, advertisement income and government grant.

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)

Amount in INR Air Ticketing Hotels and Packages Others Total
thousands Three months ended December 31,
(Unaudited) 2018 2019 2018 2019 2018 2019 2018 2019
Revenue 841,646 648,511 1,079,827 1,002,222 283,267 316,072 2,204,740 1,966,805
Add: Customer promotional expenses 606,433 373,215 339,787 19,465 14,808 9,601 961,028 402,281
Service cost - - (936,447 ) (807,523 ) - - (936,447 ) (807,523 )
Other income - - - - - - 101,994 24,999
Adjusted Revenue 1,448,079 1,021,726 483,167 214,164 298,075 325,673 2,331,315 1,586,562

AirTicketing. Revenue from our Air Ticketing business was INR 648.5 million (USD 9.1 million) in the three months ended December 31, 2019 against INR 841.6 million (USD 11.8 million) in the three months ended December 31, 2018.

Adjusted Revenue ^(1)^from our Air Ticketing business decreased to INR 1,021.7 million (USD 14.3 million) in the three months ended December 31, 2019 against INR 1,448.1 million (USD 20.3 million) in the three months ended December 31, 2018. In the quarter ended December 31, 2019 , Adjusted Revenue ^(1)^for Air Ticketing includes the addition of INR 373.2 million (USD 5.2 million) in the three months ended December 31, 2019 against INR 606.4 million (USD 8.5 million) in the three months ended December 31, 2018 of consumer promotion and loyalty program costs, which reduced revenue as per IFRS 15. Decline in Adjusted Revenue ^(1)^ from Air Ticketing for the quarter was driven by a decrease in gross bookings of 17.9 % to INR 19.0 billion (USD 0.3 billion) in the three months ended December 31, 2019, including the impact of consolidation of TCIL, as compared to INR 23.2 billion (USD 0.3 billion) in the three months ended December 31, 2018.

Our Net Revenue Margin in the current quarter decreased to 5.4% from 6.2% for the corresponding period last year due to a change in business mix, cessation of operations by Jet Airways and the impact of content movement by an airline from a GDS provider.


Hotelsand Packages. Revenue from our Hotels and Packages business was INR 1,002.2 million (USD 14.0 million) in the three months ended December 31, 2019 against INR 1,079.8 million (USD 15.1 million) in the three months ended December 31, 2018.

Adjusted Revenue ^(1)^ for this segment decreased by 55.7% to INR 214.2 million (USD 3.0 million) in the three months ended December 31, 2019 from INR 483.2 million (USD 6.8 million) in the three months ended December 31, 2018. In the quarter ended December 31, 2019, Adjusted Revenue ^(1)^ for Hotels & Packages includes the add-back of INR 19.5 million (USD 0.3 million) against INR 339.8 million (USD 4.8 million) in the three months ended December 31, 2018, of customer promotional expenses, which had been reduced from revenue as per IFRS 15. This decrease was due to decrease in standalone hotel room nights booked by 50.1%. Net Revenue Margin for the segment during the current quarter declined to 10.4% from 15.1% for the three months ended December 31, 2018, due to change in business mix.

OtherRevenue.  Our other revenue was INR 316.1 million (USD 4.4 million) in the three months ended December 31, 2019, an increase from INR 283.3 million (USD 4.0 million) in the three months ended December 31, 2018.

Adjusted Revenue for this segment increased by 9.3% to INR 325.7 million (USD 4.6 million) in the three months ended December 31, 2019 from INR 298.1 million (USD 4.2 million) in the three months ended December 31, 2018. In the quarter ended December 31, 2019, Adjusted Revenue includes add-back of INR 9.6 million (USD 0.1 million) in the three months ended December 31, 2019 against INR 14.8 million (USD 0.2 million) in the three months ended December 31, 2018 of consumer promotion expenses, which had been reduced from revenue as per IFRS 15. This increase in Adjusted Revenue was primarily due to increase in advertisement and alliances income.

OtherIncome.  Our other income decreased to INR 25.0 million (USD 0.4 million) in the three months ended December 31, 2019 from INR 102.0 million (USD 1.4 million) in the three months ended December 31, 2018 due to decrease in eligible sales for government grant.

PersonnelExpenses. Our personnel expenses decreased by 27.8% to INR 429.4 million (USD 6.0 million) in the three months ended December 31, 2019 from INR 594.4 million (USD 8.3 million) in the three months ended December 31, 2018. This decrease was primarily due to a decrease in employee share-based payment expenses to INR (0.3) million (USD 0.0 million) in the three months ended December 31, 2019 from INR 33.8 million (USD 0.5 million) in the three months ended December 31, 2018, certain rationalization of headcount and the outsourcing of customer contact centers. Personnel expenses, as a percentage of Revenue declined to 25.7% for the current quarter from 27.0% in for the quarter ended December 31, 2018. Personnel expenses, as a percentage of Adjusted Revenue ^(1)^increased to 27.1% for the current quarter from 25.5% for the quarter ended December 31, 2018. Excluding employee share-based compensation costs for three months ended December 31, 2019 and December 31, 2018, personnel expenses decreased by 23.4% in the three months ended December 31, 2019.

Marketingand Sales Promotion Expenses. Marketing and sales promotion expenses decreased by 83.4% to INR 27.6 million (USD 0.4 million) in the three months ended December 31, 2019 from INR 165.8 million (USD 2.3 million) in the three months ended December 31, 2018, 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 429.8 million (USD 6.0 million) against INR 1,126.9 million (USD 15.8 million) in the three months ended December 31, 2018, 61.9% lower year-over-year for the quarter. Adding back the expenses for consumer promotions and loyalty program costs, Marketing and Sales Promotion Expenses as a percentage of Adjusted Revenue ^(1)^declined to 27.1% for the current quarter from 48.3% for the quarter ended December 31, 2018.

OtherOperating Expenses.  Other operating expenses decreased by 34.6% to INR 522.0 million (USD 7.3 million) in the three months ended December 31, 2019 from INR 798.1 million (USD 11.2 million) in the three months ended December 31, 2018 primarily due to decrease in commission, communication charges, legal and professional charges, payment gateway charges, rent, provision for doubtful debts and travelling and conveyance charges.

AdjustedEBITDA profit/ (loss)^(1)^. Due to the foregoing factors and operating efficiencies, adjusted EBITDA Profit^(1)^ increased by 232.9% to INR 205.0 million (USD 2.9 million) in the three months ended December 31, 2019 from adjusted EBITDA loss^(1)^ of INR 154.3 million (USD 2.2 million) in the three months ended December 31, 2018.

Depreciationand Amortization.  Our depreciation and amortization expenses increased by 27.9% to INR 176.3 million (USD 2.5 million) in the three months ended December 31, 2019 from INR 137.8 million (USD 1.9 million) in the three months ended December 31, 2018 primarily as a result of an increase in amortization expense on Right of use assets on adoption of IFRS 16 and increase in amortization expense.


Resultsfrom Operations**.** As a result of the foregoing factors, our result from operating activities was a profit of INR 29.1 million (USD 0.4 million) in the three months ended December 31, 2019. Our loss for the three months ended December 31, 2018 was INR 325.9 million (USD 4.6 million). Excluding the employee share-based compensation costs, Adjusted Results from Operations^(1)^ would have been profit of INR 28.8 million (USD 0.4 million) for three months ended December 31, 2019 as compared to loss of INR 292.1 million (USD 4.1 million) for three months ended December 31, 2018.

***Shareof Loss of Joint Venture.***This loss pertains to a joint venture investment that operates in adventure travel activities. Our loss from this joint venture increased to INR 3.6 million (USD 0.05 million) in the three months ended December 31, 2019 from INR 2.8 million (USD 0.04 million) in the three months ended December 31, 2018.

***FinanceIncome.***Our finance income decreased to INR 10.9 million (USD 0.2 million) in the three months ended December 31, 2019 from INR 11.6 million (USD 0.2 million) in the three months ended December 31, 2018. The decrease was primarily due to decrease in the interest income from our bank deposits.

FinanceCosts. Our finance costs decreased to INR 50.8 million (USD 0.7 million) in the three months ended December 31, 2019 as compared to INR 62.3 million (USD 0.9 million) in the three months ended December 31, 2018. The decrease was due to decrease in loss on account of foreign exchange fluctuation and interest on borrowings which is partially offset by increase in interest on the lease liability on adoption of IFRS 16.

Changein fair value of warrants*.* The change in the fair market value of warrants resulted in an income of INR 133.8 million (USD 1.9 million) during the three months ended December 31, 2019.

IncomeTax Expense. Our income tax expense during the three months ended December 31, 2019 was INR 6.5 million (USD 0.09 million) compared to an expense of INR 12.4 million (USD 0.2 million) during the three months ended December 31, 2018.

Profitfor the Period**.** As a result of the foregoing factors, our profit in the three months ended December 31, 2019 was INR 112.9 million (USD 1.6 million) as compared to a profit of INR 137.5 million (USD 1.9 million) in the three months ended December 31, 2018. Excluding the employee share based compensation costs and net change in fair value of warrants, the Adjusted Loss^(1)^ would have been INR 21.2 million (USD 0.3 million) for three months ended December 31, 2019 and INR 357.9 million (USD 5.0 million) for three months ended December 31, 2018.

BasicEarnings per Share. Basic earnings per share was INR 2.42 (USD 0.03) in the three months ended December 31, 2019 as compared to basic earnings per share of INR 3.10 (USD 0.04) in the three months ended December 31, 2018. 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 0.43 (USD 0.01) in the three months ended December 31, 2019, as compared to INR 7.63 (USD 0.11) in the three months ended December 31, 2018.

DilutedEarnings per Share. Diluted earnings per share was INR 2.39 (USD 0.03) in the three months ended December 31, 2019 as compared to Diluted earnings per share of INR 2.90 (USD 0.04) in the three months ended December 31, 2018. 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 0.45 (USD 0.01) in the three months ended December 31, 2019 as compared to INR 7.57 (USD 0.11) in the three months ended December 31, 2018.

Liquidity. As of December 31, 2019 , the balance of cash and cash equivalents and term deposits on our balance sheet was INR 1,848.2 million (USD 25.9 million).


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

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, change in fair value of warrants and re-measurement of contingent consideration. 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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· Re-measurement of contingent consideration - The contingent consideration relates to the payment<br>to be made under business combination agreement, based on the certain performance conditions of the acquired business. This is<br>due for final measurement and payment to the sellers in the ATB transaction.
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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 earnings 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, re-measurement of contingent consideration 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 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) (an IFRS measure) for the periods indicated to Adjusted EBITDA (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted EBITDA Profit/ <br> (Loss)  (unaudited) Three months ended December 31, Nine months ended December 31,
Amount in INR thousands 2018 2019 2018 2019
Profit/(Loss) for the period as per IFRS 137,512 112,878 (334,347 ) (653,567 )
Employee share-based compensation costs 33,772 (319 ) 278,030 4,383
Depreciation and amortization 137,835 176,265 408,111 509,034
Share of loss of joint venture 2,754 3,574 9,813 7,952
Finance income (11,629 ) (10,937 ) (29,567 ) (47,333 )
Finance costs 62,251 50,820 150,562 150,722
Change in fair value of warrants (529,215 ) (133,769 ) (1,808,023 ) (61,083 )
Re-measurement of contingent consideration - - 485,282 -
Tax expense 12,407 6,524 45,089 31,116
Adjusted EBITDA Profit/(Loss) (154,313 ) 205,036 (795,050 ) (58,776 )

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 <br><br>Operations (unaudited) Three months ended December 31, Nine months ended December 31,
Amount in INR thousands 2018 2019 2018 2019
Results from operations (as per IFRS) (325,920 ) 29,090 (1,966,473 ) (572,193 )
Employee share-based compensation costs 33,772 (319 ) 278,030 4,383
Re-measurement of contingent consideration - - 485,282 -
Adjusted Results from Operations (292,148 ) 28,771 (1,203,161 ) (567,810 )

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 December 31, Nine months ended December 31,
Amount in INR thousands 2018 2019 2018 2019
Profit/(Loss) for the period (as per IFRS) 137,512 112,878 (334,347 ) (653,567 )
Employee share-based compensation costs 33,772 (319 ) 278,030 4,383
Re-measurement of contingent consideration - - 485,282 -
Net change in fair value of warrants (529,215 ) (133,769 ) (1,808,023 ) (61,083 )
Adjusted Loss for the Period (357,931 ) (21,210 ) (1,379,058 ) (710,267 )

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

Reconciliation of Adjusted Basic Loss (Per Share) Three months ended December 31, Nine months ended December 31,
(unaudited) 2018 2019 2018 2019
Basic Earnings/ (loss) per share (as per IFRS) 3.10 2.42 (7.04 ) (13.93 )
Employee share-based compensation costs 0.72 0.03 6.43 0.09
Net change in fair value of warrants (11.45 ) (2.88 ) (42.46 ) (1.31 )
Re-measurement of contingent consideration - - 11.40 -
Adjusted Basic Loss Per Share (7.63 ) (0.43 ) (31.67 ) (15.15 )
Reconciliation of Adjusted Diluted Loss Three months ended December 31, Nine months ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- ---
(Per Share) (unaudited) 2018 2019 2018 2019
Diluted Earnings/ (loss) per share (as per IFRS) 2.90 2.39 (7.72 ) (13.93 )
Employee share-based compensation costs 0.71 (0.01 ) 6.42 0.09
Net change in fair value of warrants (11.18 ) (2.83 ) (41.73 ) (1.31 )
Re-measurement of contingent consideration - - 11.20 -
Adjusted Diluted Loss Per Share (7.57 ) (0.45 ) (31.83 ) (15.15 )

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

Reconciliation of Revenue (an IFRS measure) to Adjusted Revenue

(a non-IFRS measure)

Amount in INR Air Ticketing Hotels and Packages Others Total
thousands Three months ended December 31,
(Unaudited) 2018 2019 2018 2019 2018 2019 2018 2019
Revenue 841,646 648,511 1,079,827 1,002,222 283,267 316,072 2,204,740 1,966,805
Add: Customer promotional expenses 606,433 373,215 339,787 19,465 14,808 9,601 961,028 402,281
Service cost - - (936,447 ) (807,523 ) - - (936,447 ) (807,523 )
Other income - - - - - - 101,994 24,999
Adjusted Revenue 1,448,079 1,021,726 483,167 214,164 298,075 325,673 2,331,315 1,586,562
Amount in INR Air Ticketing Hotels and Packages Others Total
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
thousands Nine months ended December 31,
(Unaudited) 2018 2019 2018 2019 2018 2019 2018 2019
Revenue 2,514,600 2,127,985 3,902,139 2,980,416 683,428 866,943 7,100,167 5,975,344
Add: Customer promotional expenses 1,561,307 1,070,339 939,959 91,279 53,019 26,191 2,554,285 1,187,809
Service cost - - (3,402,633 ) (2,456,414 ) - - (3,402,633 ) (2,456,414 )
Other income - - - - - - 215,830 108,206
Adjusted Revenue 4,075,907 3,198,324 1,439,465 615,281 736,447 893,134 6,467,649 4,814,945

Safe Harbor Statement

Statements contained in this earnings release that relate to future results and events may constitute “forward-looking statements” within the meaning of safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking information, and are based on the current expectations, estimates, forecasts and projections of the Company regarding the Company and its industry, and of the Company and Ebix regarding the Merger. These forward-looking statements may include but are not limited to statements about (i) the Company’s future growth prospects and (ii) the expected completion of the Merger and the timing thereof and the satisfaction or waiver of any conditions to the consummation of the Merger as there can be no assurances that the Merger will be consummated. 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,” “seem,” “should” and similar expressions. Such statements include, among other things, management’s beliefs, estimates and projections, as well as our strategic and operational plans. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the slow-down of economic growth in India and the global economic downturn, general declines or disruptions in the travel industry, volatility in the trading price of our shares, our reliance on our relationships with travel suppliers and strategic alliances, failure to further increase our brand recognition to obtain new business partners and consumers, failure to compete against new and existing competitors, failure to successfully manage current growth and potential future growth, risks associated with any strategic investments or acquisitions, seasonality in the travel industry in India and overseas, failure to successfully develop our corporate travel business, damage to or failure of our infrastructure and technology, loss of services of our key executives, and inflation in India and in other countries; other economic, business, competitive, and/or regulatory factors affecting the businesses of the Company and/or Ebix generally, including those set forth in our reports filed with the SEC and those set forth in Ebix’s most recent most recent Annual Report on Form 10-K, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections therein, and in its subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Forward-looking statements contained herein speak only as of the date hereof, and the Company and Ebix undertake no obligation to publicly release the results of any revisions or updates to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.

About Yatra Online, Inc.

We are the second largest online travel agent company in India. Based in Gurugram, India, we are a one-stop-shop for all travel related services. A brand that believes in “Creating Happy Travelers,” we provide information, pricing, availability, and booking facility for domestic and international air travel, domestic and international hotel bookings, Packages, buses, trains, in city activities, inter-city and point-to-point cabs, homestays and cruises. As a leading consolidator of accommodation options, we provide real-time bookings for more than 108,000 hotels and homestays in India and over 1.5 million hotels around the world. Through our website, www.yatra.com, our mobile application and our 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 LOSS FOR THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2019

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

Three months ended December 31, Nine months ended December 31,
2018 2019 2018 2019
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
Profit/(Loss) before taxes ) ) )
Tax 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 (loss)/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 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 income/(loss) attributable to :
Owners of the Parent Company ) ) )
Non-Controlling interest ) ) ) )
Total comprehensive income/(loss) for the period ) ) )
Earnings/(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, 2019

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

March 31, 2019 December 31, 2019 December 31, 2019
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
Interest bearing loans and borrowings
Trade and other payables
Deferred tax liability
Employee benefits
Deferred revenue
Other financial liabilities
Other non-financial liability
Total non-current liabilities
Current liabilities
Interest bearing loans and borrowings
Trade and other payables
Employee benefits
Deferred revenue
Income taxes payable
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 NINE MONTHS ENDED DECEMBER 31, 2019

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

Attributable<br> to shareholders of the Parent Company
Equity<br><br> share <br><br> capital Equity<br> share <br><br> premium Treasury<br> <br><br> shares Accumulated<br> <br><br> deficit Other<br> capital <br><br> reserve Foreign<br> <br><br> currency <br><br> translation <br><br> reserve Total Non<br> controlling <br><br> interest Total<br> Equity
Balance<br> as at April 1, 2019 713 18,884,105 (11,219 ) (17,256,409 ) 735,988 6,571 2,359,749 19,421 2,379,170
Effect<br> of adoption of new accounting standards- IFRS 16 (28,562 ) (28,562 ) (431 ) (28,993 )
Balance<br> as at April 1, 2019 713 18,884,105 (11,219 ) (17,284,971 ) 735,988 6,571 2,331,187 18,990 2,350,177
Loss<br> for the period (647,513 ) (647,513 ) (6,054 ) (653,567 )
Other<br> comprehensive loss
Foreign<br> currency translation differences - 1,553 1,553 - 1,553
Re-measurement<br> loss on defined benefit plan 4,344 - 4,344 62 4,406
Total<br> other comprehensive loss - - - 4,344 - 1,553 5,897 62 5,959
Total<br> comprehensive loss - - - (643,169 ) - 1,553 (641,616 ) (5,992 ) (647,608 )
Share based payments - - - 5,785 (1,402 ) - 4,383 - 4,383
Exercise of options 1 3,821 - - (3,822 ) - - - -
Change<br> in non-controlling interest - - - (6,089 ) - - (6,089 ) 6,089 -
Total<br> contribution by owners 1 3,821 - (304 ) (5,224 ) - (1,706 ) 6,089 4,383
Balance as at<br> December 31, 2019 714 18,887,926 (11,219 ) (17,928,444 ) 730,764 8,124 1,687,865 19,087 1,706,952


Yatra Online, Inc. Consolidated

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR NINE MONTHS ENDED DECEMBER 31, 2019

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

Nine months ended December 31,
2018 2019 2019
Loss before tax ) ) )
Adjustments for non-cash and non-operating items )
Change in working capital ) ) )
Direct taxes paid (net of refunds) ) ) )
Net cash used in operating activities ) ) )
Net cash used in investing activities ) ) )
Net cash generated/ (used in) from 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.

* Includes overdraft of INR 1,235,290 (INR  795,815 as on December 31, 2018).


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) 2018 2019 2018 2019
Quantitative details *
Air Passengers Booked 2,487 2,047 7,524 6,348
Stand-alone Hotel Room Nights Booked 600 300 1,756 962
Packages Passengers Travelled 29 28 106 91
Gross Bookings
Air Ticketing 23,189,808 19,042,527 71,523,035 62,187,408
Hotels and Packages 3,209,763 2,059,406 10,425,639 6,465,519
Total 26,399,571 21,101,933 81,948,674 68,652,927
Adjusted Revenue
Air Ticketing 1,448,079 1,021,726 4,075,907 3,198,324
Hotels and Packages 483,167 214,164 1,439,465 615,281
Others (Including Other Income) 400,069 350,672 952,277 1,001,341
Total 2,331,315 1,586,562 6,467,649 4,814,946
Net Revenue Margin%**
Air Ticketing 6.2 % 5.4 % 5.7 % 5.1 %
Hotels and Packages 15.1 % 10.4 % 13.8 % 9.5 %

* Quantitative details are considered on Gross basis

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