YTRA 6-K
Yatra Online, Inc. (YTRA)
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
under the Securities Exchange Act of 1934
August 8, 2025
Commission File Number: 001-37968
YATRA ONLINE, INC.
Gulf Adiba, Plot No. 272,
4th 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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Other Events
On August 8, 2025, Yatra Online, Inc. issued an earnings release announcing its unaudited financial and operating results for the three months ended June 30, 2025. A copy of the earnings release is attached hereto as Exhibit 99.1.
This Report on Form 6-K is hereby incorporated by reference into Yatra Online, Inc.’s registration statement on Form F-3 (Registration Statement No. 333-256442) filed with the Securities and Exchange Commission (“SEC”) on May 24, 2021 (and subsequently amended on July 7, 2021) and Form S-8 (Registration Statement No. 333-218498) filed with the SEC on June 5, 2017, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
Exhibit Index
| Exhibit<br>No. | Description | |
|---|---|---|
| 99.1 | Earnings release of Yatra Online, Inc. dated August 8, 2025 | |
| 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<br>ONLINE, INC. | ||
|---|---|---|
| Date:<br>August 8, 2025 | By: | /s/<br>Dhruv Shringi |
| Dhruv<br>Shringi | ||
| Chief<br>Executive Officer | ||
| 3 | ||
| --- |
Exhibit 99.1
YATRA ONLINE, INC. ANNOUNCES RESULTS FOR
THE THREE MONTHS ENDED JUNE 30, 2025
Gurugram, India and New York August 8, 2025— Yatra Online, Inc. (NASDAQ: YTRA) (the “Company”), India’s leading corporate travel services provider and one of India’s leading online travel companies, today announced its unaudited financial and operating results for the three months ended June 30, 2025.
“I am pleased to share that our first-quarter performance delivered strong financial and operational results, with growth rates in the quarter well ahead of our annual guidance, despite the disruption in travel in India on account of the cross-border tension and the unfortunate air crash in June 2025. Our performance is driven by continued momentum in business travel demand and solid execution across our platform. Revenue growth was driven by a higher corporate travel mix and higher share of hotels and packages which combined with disciplined cost management enabled us to deliver a 214.4% increase in Adjusted EBITDA. These results affirm the strength of our strategic positioning and our ability to scale profitably. As we look ahead, we remain focused on driving sustainable growth, enhancing shareholder value, and expanding our competitive edge in the global travel ecosystem.
For the three months ended June 30, 2025, we reported revenue of INR 2,098.1 million (USD 24.5 million) registering growth of 99.7% YoY. Our Revenue Less Service Cost for the three months ended June 30, 2025, of INR 1,156.3 million (USD 13.5 million) was up 36.6% YoY reflecting the momentum we’ve built across our Corporate Travel and MICE businesses, which have been pivotal in navigating a competitive landscape. Notably, our profitability metrics underscore our disciplined execution: Profit for the period grew 14,514.9% YoY, reflecting our ability to optimize costs and capitalize on high-growth opportunities.
Our MICE business continues to build on the strong foundation that we laid last year and has emerged as a standout performer, and we have been able to establish Yatra in a very short period as a dominant player in India’s MICE market.
While our B2C air ticketing segment faced top-line and margin pressures due to disruption of travel due to the macro factors mentioned above, our diversified revenue mix—particularly the strength in Hotels & Packages and MICE—has effectively mitigated these challenges.
Our Corporate Travel segment continues to be a cornerstone of our success. In the first quarter, we onboarded 34 new corporate clients, further expanding our annual billing potential by INR 2,010 million (USD 23.4 million) and reinforcing our position as India’s leading corporate travel provider. The integration of Globe Travels, acquired in September 2024, has exceeded expectations, delivering synergies in supplier consolidation, technology adoption, and cross-selling opportunities. These efforts have enhanced our ability to offer seamless, tech-driven solutions to our growing client base.
As part of our ongoing efforts around restructuring, the Company believes it has a viable structure to pursue. While some hurdles remain, we are actively navigating processes across jurisdictions. The timeline is uncertain due to complexity, but we’re fully committed. This transition is key for Yatra and our shareholders, aligning us with the market and unlocking value. We’ll share updates as we move forward.
We remain focused on advancing our strategic priorities: scaling high-margin verticals, deepening our technology edge, and creating sustainable long-term value for our stakeholders.
I would like to thank our team for their relentless dedication, our partners for their trust, and our shareholders for their continued support.” – Dhruv Shringi, Co-founder and CEO.
Financial and operating highlights for the three months ended June 30, 2025**:**
| ● | Revenueof INR 2,098.1 million (USD 24.5 million), representing an increase of 99.7% year-over-year basis (“YoY”). | |||||||
|---|---|---|---|---|---|---|---|---|
| ● | Adjusted<br>Margin ^(1)^ from Air Ticketing of INR 982.5 million (USD 11.5 million), representing a increase of 6.9% YoY. | |||||||
| ● | Adjusted<br>Margin ^(1)^ from Hotels and Packages of INR 380.1 million (USD 4.4 million), representing an increase of 37.2% YoY. | |||||||
| ● | Total<br>Gross Bookings (Air Ticketing, Hotels and Packages and Other Services)^(3)^ of INR 18,057.9 million (USD 210.6 million),<br>representing a increase of 9.1% YoY. | |||||||
| ● | Profit<br>for the period was INR 109.9 million (USD 1.3 million) versus a loss of INR 0.8 million (USD 0.1 million) for the three<br>months ended June 30, 2024, reflecting a increase of INR 110.7 million (USD 1.3 million) YoY. | |||||||
| ● | Result<br>from operations was a Profit of INR 104.4 million (USD 1.2 million) versus a loss of INR 34.1 million (USD 0.4<br>million) for the three months ended June 30, 2024, reflecting a increase of INR 138.5 million (USD 1.6 million) YoY. | |||||||
| ● | Adjusted<br>EBITDA^(2)^ was INR 206.2 million (USD 2.4 million) reflecting an increase of 214.4% YOY. | |||||||
| Three months ended June 30, | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2024 | 2025 | 2025 | ||||||
| Unaudited | Unaudited | Unaudited | YoY Change | |||||
| (In thousands except percentages) | % | |||||||
| Financial Summary as per IFRS | ||||||||
| Revenue | 1,050,718 | 2,098,144 | 24,471 | 99.7 | % | |||
| Results from operations | (34,124 | ) | 104,378 | 1,218 | 405.9 | % | ||
| (Loss)/ Profit for the period | (763 | ) | 109,937 | 1,282 | 14,514.9 | % | ||
| Financial Summary as per non-IFRS measures | ||||||||
| Adjusted Margin ^(1)^ | ||||||||
| Adjusted Margin - Air Ticketing | 918,951 | 982,517 | 11,459 | 6.9 | % | |||
| Adjusted Margin - Hotels and Packages | 277,141 | 380,148 | 4,434 | 37.2 | % | |||
| Adjusted Margin - Other Services | 72,117 | 71,905 | 839 | (0.3 | )% | |||
| Others (Including Other Income) | 154,484 | 141,002 | 1,645 | (8.7 | )% | |||
| Adjusted EBITDA ^(2)^ | 65,590 | 206,227 | 2,405 | 214.4 | % | |||
| Operating Metrics | ||||||||
| Gross Bookings ^(3)^ | 16,547,649 | 18,057,854 | 210,612 | 9.1 | % | |||
| Air Ticketing | 13,520,293 | 14,103,223 | 164,488 | 4.3 | % | |||
| Hotels and Packages | 2,398,832 | 3,433,322 | 40,043 | 43.1 | % | |||
| Other Services ^(6)^ | 628,524 | 521,309 | 6,080 | (17.1 | )% | |||
| Adjusted Margin% ^(4)^ | ||||||||
| Air Ticketing | 6.8 | % | 7.0 | % | ||||
| Hotels and Packages | 11.6 | % | 11.1 | % | ||||
| Other Services | 11.5 | % | 13.8 | % | ||||
| Quantitative details ^(5)^ | ||||||||
| Air Passengers Booked | 1,330 | 1,206 | (9.3 | )% | ||||
| Stand-alone Hotel Room Nights Booked | 417 | 423 | 1.4 | % | ||||
| Packages Passengers Travelled | 7 | 19 | 171.4 | % |
Note:
| (1) | As<br>certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross”<br>basis, we evaluate our financial performance based on Adjusted Margin, which is a non-IFRS measure. | |
|---|---|---|
| (2) | See<br>the section below titled “Certain Non-IFRS Measures.” | |
| (3) | Gross<br>Bookings represent the total amount paid by our customers for travel services, freight services and products booked through us, including<br>taxes, fees and other charges, and are net of cancellation and refunds. | |
| (4) | Adjusted<br>Margin % is defined as Adjusted Margin as a percentage of Gross Bookings. | |
| (5) | Quantitative<br>details are considered on a gross basis. | |
| (6) | Other<br>Services primarily consists of freight business, IT services, bus, rail and cab and others services. |
As of June 30, 2025, 62,185,795 ordinary shares (on an as-converted basis), par value $0.0001 per share, of the Company (the “Ordinary Shares”) were issued and outstanding.
Convenience Translation
The unaudited condensed consolidated financial statements are stated in INR. However, solely for the convenience of readers, the unaudited condensed consolidated statement of profit or loss and other comprehensive loss for the three months ended June 30, 2025, the unaudited condensed consolidated statement of financial position as at June 30, 2025, the unaudited condensed consolidated statement of cash flows for the three months ended June 30, 2025 and discussion of the results of the three months ended June 30, 2025 compared with three months ended June 30, 2024, were converted into U.S. dollars at the exchange rate of 85.74 INR per USD, which is based on the noon buying rate as at June 30, 2025, in The City of New York for cable transfers of Indian rupees as certified for customs purposes by the Federal Reserve Bank of New York. This arithmetic conversion should not be construed as representation that the amounts expressed in INR may be converted into USD at that or any other exchange rate as well as that such numbers are in compliance as per the requirements of the International Financial Reporting Standards (“IFRS”).
Recent developments
On April 15, 2025, we received a letter from the Staff of Nasdaq notifying us that, for the period from March 3, 2025 to April 14, 2025, our ordinary shares had not maintained the Minimum Bid Price Requirement pursuant to Nasdaq Listing Rule 5550(a)(2). The Nasdaq letter does not result in the immediate delisting of our ordinary shares from The Nasdaq Capital Market. In accordance with the Compliance Period Rule, we have been provided an initial period of 180 calendar days, or until October 13, 2025, to regain compliance with the Minimum Bid Price Requirement. If, at any time during this 180-day period, the closing bid price for our ordinary shares closes at $1.00 or more per share for a minimum of 10 consecutive business days, as required under the Compliance Period Rule, the Staff will provide written notification to us that we comply with the Minimum Bid Price Requirement and the ordinary shares will continue to be eligible for listing on The Nasdaq Capital Market. If we do not regain compliance with the Minimum Bid Price Requirement by the Compliance Date, we may be eligible for an additional 180 calendar day compliance period. To qualify, we would have to meet the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement, and we would need to provide written notice to Nasdaq of its intention to cure the deficiency during the additional compliance period, by effecting a reverse stock split, if necessary. We intend to monitor the closing bid price of its ordinary shares and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement, which could include seeking to effect a reverse stock split. However, there can be no assurance that we will be able to regain compliance with the Minimum Bid Price Requirement, secure a second period of 180 days to regain compliance, or maintain compliance with any of the other Nasdaq continued listing requirements.
During the quarter, Yatra Online Limited, the Company’s Indian subsidiary (“Yatra India”) has received queries from SEBI in respect of utilization of IPO proceeds. Deposits/Advances aggregating INR 3,391.44 million given for airline tickets and hotel bookings till June 30, 2024 were considered as utilisation of proceeds of IPO under the object of Investment in Customer acquisition and Retention, Technology and other Organic Growth Initiative in the manner specified in the Offer Document. These deposits/advances were given under ordinary course of business prevalent in the industry sector in which the Yatra India operates. Such classification was based on a legal opinion obtained by the Yatra India on which the previous auditors had relied upon for issuing their reports on the manner of utilisation of proceeds of IPO till aforesaid date.
The Yatra India has responded to queries received from National Stock Exchange and the Securities and Exchange Board of India (SEBI) regarding utilization of IPO proceeds paid till June 30, 2024. Based on independent legal opinions obtained, management believes that aforesaid classification of utilization is in accordance with the Object Clause of the Offer Document complying with applicable regulations.
The Company’s financial and operating results for the three months ended June 30, 2025, include the financial and operating results of Globe All India Services Limited (GAISL) from April 1, 2025, to June 30, 2025. Accordingly, the reported results for three months ended June 30, 2025, which are inclusive of the impact of consolidation of GAISL may not be comparable with the reported results for the three months ended June 30, 2024, which exclude the impact of consolidation of GAISL.
Results of Three Months Ended June 30, 2025
Revenue. We generated Revenue of INR 2,098.1 million (USD 24.5 million) in the three months ended June 30, 2025, an increase of 99.7% compared with INR 1,050.7 million (USD 12.3 million) in three months ended June 30, 2024. Increase in revenue is mainly a combination of increase in our Hotels and Packages business on account of our Meetings, Incentives, Conferences, and Exhibitions (“MICE”) business and an impact of our acquisition of GAISL.
Service cost. Our Service cost increased to INR 941.9 million (USD 11.0 million) in the three months ended June 30, 2025, compared to Service cost of INR 204.0 million (USD 2.4 million) in the three months ended June 30, 2024. The increase in Service cost is driven by an increase in Hotels and Packages gross bookings on account of our MICE business and an impact of our acquisition of GAISL.
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.”
Reconciliation of Revenue (an IFRS measure) to Adjusted Margin (a non-IFRS measure)
| Reportable Segments | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Air Ticketing | Hotels and Packages | Other Services | ||||||||||||
| Three months ended June 30, | ||||||||||||||
| Amount in INR thousands (Unaudited) | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | ||||||||
| Revenue as per IFRS - Rendering of services | 456,909 | 646,972 | 383,136 | 1,252,556 | 67,787 | 67,409 | ||||||||
| Customer promotional expenses | 462,042 | 335,545 | 97,959 | 69,445 | 4,330 | 4,496 | ||||||||
| Service cost | - | - | (203,954 | ) | (941,853 | ) | - | - | ||||||
| Adjusted Margin | 918,951 | 982,517 | 277,141 | 380,148 | 72,117 | 71,905 |
Air Ticketing. Revenue from our Air Ticketing business was INR 647.0 million (USD 7.5 million) in the three months ended June 30, 2025 as compared to INR 456.9 million (USD 5.3 million) in the three months ended June 30, 2024, reflecting an increase of 41.6%.
Adjusted Margin ^(1)^ from our Air Ticketing business increased to INR 982.5 million (USD 11.5 million) in the three months ended June 30, 2025, as compared to INR 919.0 million (USD 10.7 million) in the three months ended June 30, 2024. In the three months ended June 30, 2025, Adjusted Margin ^(1)^ for Air Ticketing includes the add-back of INR 335.5 million (USD 3.9 million) of consumer promotion and loyalty program costs, which had been reduced from Revenue as per IFRS 15, against an add-back of INR 462.0 million (USD 5.4 million) in the three months ended June 30, 2024. The increase in Adjusted Margin – Air Ticketing is in line with the increase in gross bookings.
Hotels and Packages. Revenue from our Hotels and Packages business was INR 1,252.6 million (USD 14.6 million) in the three months ended June 30, 2025, as compared to INR 383.1 million (USD 4.5 million) in the three months ended June 30, 2024, reflecting an increase of 226.9%.
Adjusted Margin ^(1)^ for this segment increased by 37.2% to INR 380.1 million (USD 4.4 million) in the three months ended June 30, 2025 from INR 277.1 million (USD 3.2 million) in the three months ended June 30, 2024. In the three months ended June 30, 2025, Adjusted Margin ^(1)l^ for Hotels and Packages includes the add-back of customer promotional expenses, which had been reduced from Revenue as per IFRS 15 of INR 69.4 million (USD 0.8 million) against an add-back of INR 98.0 million (USD 1.1 million) in the three months ended June 30, 2024. The increase in Adjusted Margin is driven by increase in gross bookings of our Hotels and Packages business on account of MICE business and full quarter impact of our acquisition of GAISL.
Other Services.** Our Revenue from Other Services was INR 67.4 million (USD 0.8 million) in the three months ended June 30, 2025, a decrease from INR 67.8 million (USD 0.8 million) in the three months ended June 30, 2024.
Adjusted Margin for this segment decreased by 0.3% to INR 71.9 million (USD 0.8 million) in the three months ended June 30, 2025, from INR 72.1 million (USD 0.8 million) in the three months ended June 30, 2024. In the three months ended June 30, 2025, Adjusted Margin includes the add-back of consumer promotion expenses, which had been reduced from Revenue of INR 4.5 million (USD 0.1 million) against an add-back of INR 4.3 million (USD 0.1 million) in the three months ended June 30, 2024 pursuant to IFRS 15.
| (1) | See<br>the section titled “Certain Non-IFRS Measures.” |
|---|
Other Revenue. Our Other Revenue was INR 131.2 million (USD 1.5 million) in the three months ended June 30, 2025, a decrease from INR 142.9 million (USD 1.7 million) in the three months ended June 30, 2024 due to a decrease in advertising revenue.
Other Income. Our Other Income decreased to INR 9.8 million (USD 0.1 million) in the three months ended June 30, 2025 from INR 11.6 million (USD 0.1 million) in the three months ended June 30, 2024 due to a decrease in write back of liabilities no longer required to be paid.
Personnel Expenses. Our personnel expenses increased by 12.3% to INR 403.6 million (USD 4.7 million) in the three months ended June 30, 2025 from INR 359.2 million (USD 4.2 million) in the three months ended June 30, 2024. Excluding employee share-based compensation costs of INR 10.3 million (USD 0.1 million) in the three months ended June 30, 2025, compared to INR 38.8 million (USD 0.5 million) in the three months ended June 30, 2024, personnel expenses increased by 22.8% in the three months ended June 30, 2025 on account of full quarter impact of recently acquired GAISL.
Marketing and Sales Promotion Expenses. Marketing and sales promotion expenses increased by 9.4% to INR 100.8 million (USD 1.2 million) in the three months ended June 30, 2025 from INR 92.2 million (USD 1.1 million) in the three months ended June 30, 2024. Adding back the expenses for consumer promotions and loyalty program costs, which have been deducted from Revenue per IFRS 15, our marketing spend would have been INR 510.3 million (USD 6.0 million) in the three months ended June 30, 2025 against INR 656.5 million (USD 7.7 million) in the three months ended June 30, 2024, decreased by 22.3% on a YoY basis on account of optimization of consumer promotion expenses across all the businesses.
Other Operating Expenses. Other operating expenses increased to 22.5% to INR 465.8 million (USD 5.4 million) in the three months ended June 30, 2025 from INR 380.2 million (USD 4.4 million) in the three months ended June 30, 2024.
Depreciation and Amortization. Our depreciation and amortization expenses increased by 50.2% to INR 91.5 million (USD 1.1 million) in the three months ended June 30, 2025 from INR 60.9 million (USD 0.7 million) in the three months ended June 30, 2024 on account of GAISL acquisition and higher capitalization of intangible assets.
Results from Operations. As a result of the foregoing factors, our Results from Operations were a profit of INR 104.4 million (USD 1.2 million) in the three months ended June 30, 2025. Our results from operations for the three months ended June 30, 2024 was a loss of INR 34.1 million (USD 0.4 million). Excluding the employee share-based compensation costs, Adjusted Results from Operations^(1)^ would have been a profit of INR 114.7 million (USD 1.4 million) for three months ended June 30, 2025 as compared to a profit of INR 4.7 million (USD 0.1 million) for three months ended June 30, 2024.
Finance Income. Our finance income decreased to INR 35.1 million (USD 0.4 million) in the three months ended June 30, 2025 from INR 65.8 million (USD 0.8 million) in the three months ended June 30, 2024. This decrease was primarily on account of a decrease in our term deposits.
Finance Costs. Our finance costs of INR 18.2 million (USD 0.2 million) in the three months ended June 30, 2025 which includes interest on the lease liability of INR 8.6 million (USD 0.1 million) decreased by INR 10.5 million (USD 0.1 million) from finance cost of INR 28.6 million (USD 0.3 million) in the three months ended June 30, 2024, which includes interest on the lease liability of INR 7.8 million (USD 0.1 million). .
Income Tax Expense. Our income tax expense during the three months ended June 30, 2025 was INR 11.3 million (USD 0.1 million) compared to income tax expense of INR 3.8 million (USD 0.1 million) during the three months ended June 30, 2024.
Profit/ (Loss) for the Period. As a result of the foregoing factors, our profit in the three months ended June 30, 2025 was INR 109.9 million (USD 1.3 million) as compared to a loss of INR 0.8 million (USD 0.1 million) in the three months ended June 30, 2024. Excluding the employee share based compensation costs, the Adjusted Profit^(1)^ would have been INR 120.3 million (USD 1.4 million) for the three months ended June 30, 2025 against an Adjusted Profit^(1)^ of INR 38.0 million (USD 0.4 million) for the three months ended June 30, 2024.
Adjusted EBITDA^(^^1)^.** Due to the foregoing factors, Adjusted EBITDA ^(^^1)^** increased to INR 206.2 million (USD 2.4 million) in the three months ended June 30, 2025 from an Adjusted EBITDA ^(1)^ of INR 65.6 million (USD 0.8 million) in the three months ended June 30, 2024.
Basic Earnings/(Loss) per Share. Basic Earnings per Share was INR 0.85 (USD 0.01) in the three months ended June 30, 2025 as compared to Basic Loss per share of INR 0.41 (USD 0.01) in the three months ended June 30, 2024. After excluding the employee share-based compensation costs, Adjusted Basic Earnings per Share^(1)^ would have been INR 0.97 (USD 0.01) in the three months ended June 30, 2025, as compared to Adjusted Basic Earnings per share of INR 0.01 (USD 0.01) in the three months ended June 30, 2024.
Diluted Earnings/(Loss) per Share. Diluted Earnings per Share was INR 0.85 (USD 0.01) in the three months ended June 30, 2025 as compared to Diluted Loss per share of INR 0.41 (USD 0.01) in the three months ended June 30, 2024. After excluding the employee share-based compensation costs, Adjusted Diluted Earnings per Share^(1)^ would have been INR 0.97 (USD 0.01) in the three months ended June 30, 2025 as compared to Adjusted Diluted Earnings of INR 0.01 (USD 0.01) in the three months ended June 30, 2024.
| (1) | See<br>the section titled “Certain Non-IFRS Measures.” |
|---|
Liquidity. As of June 30, 2025, the balance of cash and cash equivalents and term deposits on our balance sheet was INR 2,235.3 million (USD 26.1 million).
| (1) | See<br>the section titled “Certain Non-IFRS Measures.” |
|---|
Conference Call
The Company will host a conference call to discuss its unaudited results for the three months ended June 30, 2025 beginning at 8:00 AM Eastern Daylight Time (or 5:30 PM India Standard Time) on August 11, 2025. Dial in details for the conference call is as follows: US/International dial-in number: +1 404 975 4839. Confirmation Code: 074806 (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/602207282.
Certain Non-IFRS Measures
As certain parts of our Revenue are recognized on a “net” basis and other parts of our Revenue are recognized on a “gross” basis, we evaluate our financial performance based on Adjusted Margin, which is a non-IFRS measure.
We believe that Adjusted Margin provides investors with useful supplemental information about the financial performance of our business and more accurately reflects the value addition of the travel services that we provide to our customers. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our unaudited condensed consolidated financial results prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). Our Adjusted Margin may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
In addition to referring to Adjusted Margin, we also refer to Adjusted EBITDA, Adjusted Results from Operations, Adjusted Profit/(Loss) for the Period and Adjusted Basic and Adjusted Diluted Earnings/(Loss) Per Share which are also non-IFRS measures. For our internal management reporting, budgeting and decision-making purposes, including comparing our operating results to that of our competitors, these non-IFRS financial measures exclude employee share-based compensation cost. Our non-IFRS financial measures reflect adjustments based on the following:
| ● | Employee<br>share-based compensation cost - The compensation cost to be recorded is dependent on varying available valuation methodologies and<br>subjective assumptions that companies can use while valuing these expenses especially when adopting IFRS 2 “Share-based<br>Payment”. Thus, the management believes that providing non-IFRS financial measures that exclude such expenses allows investors<br>to make additional comparisons between our operating results and those of other companies. | |
|---|---|---|
| ● | Finance<br>income - These primarily reflect income on the bank deposit. | |
| ● | Finance<br>cost - These primarily reflect income on the borrowings and interest in lease liability. | |
| ● | Depreciation<br>and amortization - These primarily reflect depreciation and amortization on tangible and intangible assets. | |
| ● | Tax<br>expense - These primarily reflect income tax and deferred tax. |
We evaluate the performance of our business after excluding the impact of the above measures and believe it is useful to understand the effects of these items on our results from operations, Profit/(Loss) for the period and Basic and Diluted Earnings/(Loss) Per Share. The presentation of these non-IFRS measures is not meant to be considered in isolation or as a substitute for our unaudited condensed consolidated financial results prepared in accordance with IFRS as issued by the IASB. These non-IFRS measures may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
A limitation of using Adjusted EBITDA, Adjusted Results from Operations, Adjusted Profit/(Loss) for the period and Adjusted Basic and Adjusted Diluted Earnings/(Loss) Per Share as against using measures in accordance with IFRS as issued by the IASB are that these non-IFRS financial measures exclude share-based compensation cost, depreciation and amortization, finance income, finance costs, and tax expenses in case of Adjusted EBITDA. Management compensates for this limitation by providing specific information on the IFRS amounts excluded from Adjusted EBITDA, Adjusted Results from Operations, Adjusted Profit/(Loss) for the Period and Adjusted Basic and Adjusted Diluted Earnings/(Loss) Per Share.
The following table reconciles our Profits/(Losses) for the periods (an IFRS measure) to Adjusted EBITDA (a non-IFRS measure) for the periods indicated:
| Reconciliation of Adjusted EBITDA (unaudited) | Three months ended | |||||
|---|---|---|---|---|---|---|
| Amount in INR thousands | June 30, 2024 | June 30, 2025 | ||||
| Profit/(Loss) for the period as per IFRS | (763 | ) | 109,937 | |||
| Employee share-based compensation costs | 38,792 | 10,339 | ||||
| Depreciation and amortization | 60,922 | 91,510 | ||||
| Finance income | (65,814 | ) | (35,070 | ) | ||
| Finance costs | 28,606 | 18,222 | ||||
| Tax expense | 3,847 | 11,288 | ||||
| Adjusted EBITDA | 65,590 | 206,226 | ||||
| Reconciliation of Adjusted Results from Operations (unaudited) | Three months ended | |||||
| --- | --- | --- | --- | --- | --- | |
| Amount in INR thousands | June 30, 2024 | June 30, 2025 | ||||
| Results from operations (as per IFRS) | (34,124 | ) | 104,378 | |||
| Employee share-based compensation costs | 38,792 | 10,339 | ||||
| Adjusted Results from Operations | 4,668 | 114,717 | ||||
| Reconciliation of Adjusted Profit/(Loss) (unaudited) | Three months ended | |||||
| --- | --- | --- | --- | --- | --- | |
| Amount in INR thousands | June 30, 2024 | June 30, 2025 | ||||
| Profit/(Loss) for the period (as per IFRS) | (763 | ) | 109,937 | |||
| Employee share-based compensation costs | 38,792 | 10,339 | ||||
| Adjusted Profit/(Loss) for the period | 38,029 | 120,276 | ||||
| Three months ended | ||||||
| --- | --- | --- | --- | --- | --- | |
| Reconciliation of Adjusted Basic Earnings/(Loss) (Per Share) (unaudited) | June 30, 2024 | June 30, 2025 | ||||
| Basic Earnings/Loss per share (as per IFRS) | (0.41 | ) | 0.85 | |||
| Employee share-based compensation costs | 0.42 | 0.12 | ||||
| Adjusted Basic Earnings/(Loss) Per Share | 0.01 | 0.97 | ||||
| Three months ended | ||||||
| --- | --- | --- | --- | --- | --- | |
| Reconciliation of Adjusted Diluted Loss (Per Share) (unaudited) | June 30, 2024 | June 30, 2025 | ||||
| Diluted Earnings/(Loss) per share (as per IFRS) | (0.41 | ) | 0.85 | |||
| Employee share-based compensation costs | 0.42 | 0.12 | ||||
| Adjusted Diluted Earnings/(Loss) Per Share | 0.01 | 0.97 |
The following table reconciles our Revenue (an IFRS measure), to Adjusted Margin (a non-IFRS measure):
Reconciliation of Revenue (an IFRS measure) to Adjusted Margin (a non-IFRS measure)
| Reportable Segments | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Air Ticketing | Hotels and Packages | Other Services | ||||||||||||
| Three months ended June 30, | ||||||||||||||
| Amount in INR thousands (Unaudited) | 2024 | 2025 | 2024 | 2025 | 2024 | 2025 | ||||||||
| Revenue as per IFRS - Rendering of services | 456,909 | 646,972 | 383,136 | 1,252,556 | 67,787 | 67,409 | ||||||||
| Customer promotional expenses | 462,042 | 335,545 | 97,959 | 69,445 | 4,330 | 4,496 | ||||||||
| Service cost | - | - | (203,954 | ) | (941,853 | ) | - | - | ||||||
| Adjusted Margin | 918,951 | 982,517 | 277,141 | 380,148 | 72,117 | 71,905 |
Safe Harbor Statement
This earnings release contains certain statements concerning the Company’s future growth prospects and forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are based on the Company’s current expectations, assumptions, estimates and projections about the Company and its industry. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “project,” “seek,” “should” similar expressions and the negative forms of such expressions. Such statements include, among other things, statements regarding the long-term growth trajectory for the Indian travel market; growth of the MICE business and corporate travel business; statements concerning management’s beliefs as well as our strategic and operational plans; our ability to simplify our corporate structure and operations and enhance shareholder value; our expectations regarding sustained margin expansion as a result of simplifying our legal and corporate structure; our future financial performance; our ability to meet our financial guidance; and our ability to comply with Nasdaq’s continued listing requirements for our ordinary shares to remain listed on Nasdaq. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the impact of increasing competition in the Indian travel industry and our expectations regarding the development of our industry and the competitive environment in which we operate; the slowdown in Indian economic growth and other declines or disruptions in the Indian economy in general and travel industry in particular, including disruptions caused by safety concerns, terrorist attacks, regional conflicts (including the ongoing conflict between Ukraine and Russia, the evolving events in Israel, Gaza and the Middle East, pandemics, macroeconomic factors, including tariff and trade issues, and natural calamities; our ability to successfully negotiate our contracts with airline suppliers and global distribution system service providers and mitigate any negative impacts on our Revenue that result from reduced commissions, incentive payments and fees we receive; the risk that airline suppliers (including our GDS service providers) may reduce or eliminate the commission and other fees they pay to us for the sale of air tickets; our ability to pursue strategic partnerships and the risks associated with our business partners; the potential impact of recent developments in the Indian travel industry, on our profitability and financial condition; political and economic stability in and around India and other key travel destinations; our ability to maintain and increase our brand awareness; our ability to realize the anticipated benefits of any past or future acquisitions; our ability to successfully implement our growth strategy; our ability to attract, train and retain executives and other qualified employees, and our ability to successfully implement any new business initiatives; our ability to effectively integrate artificial intelligence, machine learning and automated decision-making tools; non-compliance with Nasdaq’s continued listing requirements and consequent delisting of our ordinary shares from Nasdaq; and our ability to simplify our multi-jurisdictional corporate structure or reduce resources and management time devoted to compliance requirement. These and other factors are discussed in our reports filed with the U.S. Securities and Exchange Commission. All information provided in this earnings release is provided as of the date of issuance of this earnings release, and we do not undertake any obligation to update any forward-looking statement, except as required under applicable law.
About Yatra Online, Inc.
Yatra Online, Inc. is the ultimate parent company of Yatra Online Limited, a public listed company on the NSE and BSE (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 over 1,300 large corporate customers and approximately 58,983 registered SME customers and the third largest online travel company in India among key online travel agency (“OTA”) players in terms of gross booking revenue and operating revenue for Fiscal 2023 (Source: CRISIL Report). Leisure and business travelers use Yatra India’s mobile applications, its website, www.yatra.com, and its other offerings and services to explore, research, compare prices and book a wide range of travel-related services. These services include domestic and international air ticketing on nearly all Indian and international airlines, as well as bus ticketing, rail ticketing, cab bookings and ancillary services within India. With approximately 80,000 hotels and homestays in approximately 1,500 cities and towns in India as well as more than 2.5 million hotels around the world, Yatra India has the largest hotels inventory amongst key Indian OTA players.
For more information, please contact:
Bill Zima
ICR Inc.
Email: [email protected]
Yatra Online, Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS FOR THREE MONTHS ENDED JUNE 30, 2025
(Amount in thousands, except per share data and number of shares)
| Three months ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||
| Unaudited | Unaudited | Unaudited | ||||
| Revenue | ||||||
| Rendering of services | 907,832 | 1,966,936 | 22,941 | |||
| Other revenue | 142,886 | 131,208 | 1,530 | |||
| Total revenue | 1,050,718 | 2,098,144 | 24,471 | |||
| Other income | 11,598 | 9,794 | 114 | |||
| Service cost | 203,954 | 941,853 | 10,985 | |||
| Personnel expenses | 359,249 | 403,588 | 4,707 | |||
| Marketing and sales promotion expenses | 92,157 | 100,831 | 1,176 | |||
| Other operating expenses | 380,158 | 465,778 | 5,432 | |||
| Depreciation and amortization | 60,922 | 91,510 | 1,067 | |||
| Results from operations | (34,124 | ) | 104,378 | 1,218 | ||
| Finance income | 65,814 | 35,070 | 409 | |||
| Finance costs | (28,606 | ) | (18,222 | ) | (213 | ) |
| Profit/(Loss) before taxes | 3,084 | 121,225 | 1,414 | |||
| Tax (expense)/benefit | (3,847 | ) | (11,288 | ) | (132 | ) |
| Profit/(Loss) for the period | (763 | ) | 109,937 | 1,282 | ||
| 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 | (1,205 | ) | (955 | ) | (10 | ) |
| Items that are or may be reclassified subsequently to profit or loss (net of taxes) | ||||||
| Foreign currency translation differences loss | 3,131 | (223,290 | ) | (2,603 | ) | |
| Other comprehensive profit/(loss) for the period, net of tax | 1,926 | (224,245 | ) | (2,613 | ) | |
| Total comprehensive profit/(loss) for the period, net of tax | 1,163 | (114,308 | ) | (1,331 | ) | |
| Profit/(loss) attributable to : | ||||||
| Owners of the Parent Company | (25,492 | ) | 52,896 | 617 | ||
| Non-Controlling interest | 24,728 | 57,041 | 665 | |||
| Profit/(Loss) for the period | (763 | ) | 109,937 | 1,282 | ||
| Total comprehensive profit/(loss) attributable to : | ||||||
| Owners of the Parent Company | (23,137 | ) | (171,005 | ) | (1,994 | ) |
| Non-Controlling interest | 24,299 | 56,697 | 661 | |||
| Total comprehensive profit/(loss) for the period | 1,163 | (114,308 | ) | (1,331 | ) | |
| Earnings/(Loss) per share | ||||||
| Basic | (0.41 | ) | 0.85 | 0.01 | ||
| Diluted | (0.41 | ) | 0.85 | 0.01 | ||
| Weighted average no. of shares | ||||||
| Basic | 61,887,848 | 62,063,411 | 62,063,411 | |||
| Diluted | 61,887,848 | 62,303,094 | 62,303,094 |
Yatra Online, Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS JUNE 30, 2025
(Amounts in thousands, except per share data and number of shares)
| March 31, 2025 | June 30, 2025 | June 30, 2025 | ||||
|---|---|---|---|---|---|---|
| Audited | Unaudited | |||||
| Assets | ||||||
| Non-current assets | ||||||
| Property, plant and equipment | 136,824 | 134,986 | 1,574 | |||
| Right-of-use assets | 183,029 | 220,220 | 2,568 | |||
| Intangible assets and goodwill | 2,344,983 | 2,405,561 | 28,056 | |||
| Prepayments and other assets | 610 | 505 | 6 | |||
| Other financial assets | 90,714 | 91,787 | 1,071 | |||
| Term deposits | 44,770 | 120,249 | 1,402 | |||
| Other non-financial assets | 168,883 | 161,999 | 1,889 | |||
| Deferred tax asset | 22,519 | 21,557 | 251 | |||
| Total non-current assets | 2,992,332 | 3,156,864 | 36,817 | |||
| Current assets | ||||||
| Inventories | 54 | 57 | 1 | |||
| Trade and other receivables | 5,568,241 | 5,074,060 | 59,180 | |||
| Prepayments and other assets | 2,163,456 | 2,506,320 | 29,232 | |||
| Income tax recoverable | 504,132 | 420,607 | 4,906 | |||
| Other financial assets | 64,722 | 75,793 | 884 | |||
| Term deposits | 1,309,400 | 1,418,872 | 16,549 | |||
| Cash and cash equivalents | 605,802 | 696,183 | 8,120 | |||
| Total current assets | 10,215,807 | 10,191,892 | 118,869 | |||
| Total assets | 13,208,139 | 13,348,756 | 155,689 | |||
| Equity and liabilities | ||||||
| Equity | ` | |||||
| Share capital | 863 | 864 | 10 | |||
| Share premium | 20,595,068 | 20,606,930 | 240,342 | |||
| Treasury shares | (418,555 | ) | (418,555 | ) | (4,882 | ) |
| Other capital reserve | 412,232 | 408,981 | 4,770 | |||
| Accumulated deficit | (20,374,549 | ) | (20,322,265 | ) | (237,022 | ) |
| Non-controlling interest reserve | 5,032,282 | 5,032,282 | 58,692 | |||
| Foreign currency translation reserve | 156,353 | (66,937 | ) | (781 | ) | |
| Total equity attributable to equity holders of the Company | 5,403,694 | 5,241,300 | 61,129 | |||
| Total Non-controlling interest | 2,501,141 | 2,557,844 | 29,832 | |||
| Total equity | 7,904,835 | 7,799,144 | 90,961 | |||
| Non-current liabilities | ||||||
| Borrowings | 20,744 | 18,478 | 216 | |||
| Deferred tax liability | 142,468 | 140,239 | 1,636 | |||
| Employee benefits | 65,830 | 67,434 | 786 | |||
| Lease liability | 186,339 | 210,019 | 2,449 | |||
| Total non-current liabilities | 415,381 | 436,170 | 5,087 | |||
| Current liabilities | ||||||
| Borrowings | 525,120 | 10,336 | 121 | |||
| Trade and other payables | 2,953,069 | 3,150,819 | 36,749 | |||
| Employee benefits | 62,550 | 63,211 | 737 | |||
| Deferred revenue | 2,390 | 2,260 | 26 | |||
| Income taxes payable | 1,723 | 2,030 | 24 | |||
| Lease liability | 51,810 | 64,893 | 757 | |||
| Other financial liabilities | 93,924 | 111,539 | 1,301 | |||
| Other current liabilities | 1,197,337 | 1,708,354 | 19,926 | |||
| Total current liabilities | 4,887,923 | 5,113,442 | 59,641 | |||
| Total liabilities | 5,303,304 | 5,549,612 | 64,728 | |||
| Total equity and liabilities | 13,208,139 | 13,348,756 | 155,689 |
Yatra Online, Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THREE MONTHS ENDED JUNE 30, 2025
(Amount in INR thousands, except per share data and number of shares)
| Attributable to shareholders of<br>the Parent Company | ||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity share capital | Equity share premium | Treasury shares | Accumulated deficit | Noncontrolling<br>interest<br><br>reserve | Other capital reserve | Foreign currency translation reserve | Total | Non-controlling interest | Total Equity | |||||||||||||||||||
| Balance as at April 1, 2025 | 863 | 20,595,068 | (418,555 | ) | (20,374,550 | ) | 5,032,282 | 412,232 | 156,353 | 5,403,693 | 2,501,146 | 7,904,839 | ||||||||||||||||
| Loss for the period | - | - | - | 52,896 | - | - | - | 52,896 | 57,041 | 109,937 | ||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||
| Foreign currency translation differences | - | - | - | - | - | - | (223,290 | ) | (223,290 | ) | - | (223,290 | ) | |||||||||||||||
| Re-measurement gain on defined benefit plan | - | - | - | (611 | ) | - | - | - | (611 | ) | (344 | ) | (955 | ) | ||||||||||||||
| Total other comprehensive loss | - | - | - | (611 | ) | - | - | (223,290 | ) | (223,901 | ) | (344 | ) | (224,245 | ) | |||||||||||||
| Total comprehensive loss | - | - | - | 52,285 | - | - | (223,290 | ) | (171,005 | ) | 56,697 | (114,308 | ) | |||||||||||||||
| Share based payments | - | - | - | - | - | 10,340 | - | 10,340 | - | 10,340 | ||||||||||||||||||
| Vested PSUs net settled for employee’s tax obligation | - | (1,728 | ) | - | - | - | - | - | (1,728 | ) | - | (1,728 | ) | |||||||||||||||
| Exercise of options | 1 | 13,590 | - | - | - | (13,591 | ) | - | - | - | - | |||||||||||||||||
| Own shares repurchase | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||
| Total contribution by owners | 1 | 11,862 | - | - | - | (3,251 | ) | - | 8,612 | - | 8,612 | |||||||||||||||||
| Balance as at June 30, 2025 | 864 | 20,606,930 | (418,555 | ) | (20,322,265 | ) | 5,032,282 | 408,981 | (66,937 | ) | 5,241,300 | 2,557,844 | 7,799,144 |
Yatra Online, Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THREE MONTHS ENDED JUNE 30, 2025
(Amount in thousands, except per share data and number of shares)
| Three months ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||
| Profit before tax | 3,084 | 121,225 | 1,414 | |||
| Adjustments for non-cash and non-operating items | 17,129 | 100,796 | 1,176 | |||
| Change in working capital | 681,390 | 1,057,053 | 12,329 | |||
| Direct taxes (paid)/ refund (net) | (3,819 | ) | 71,449 | 833 | ||
| Net cash flows from operating activities | 697,784 | 1,350,523 | 15,752 | |||
| Net cash flows used in investing activities | (633,673 | ) | (289,333 | ) | (3,375 | ) |
| Net cash flows used in financing activities | (667,685 | ) | (690,402 | ) | (8,052 | ) |
| Net increase/decrease in cash and cash equivalents | (603,575 | ) | 370,788 | 4,326 | ||
| Effect of exchange differences on cash and cash equivalents | 12,466 | (223,273 | ) | (2,605 | ) | |
| Cash and cash equivalents at the beginning of the period | 1,741,950 | 605,802 | 7,066 | |||
| Less: Bank overdrafts at the beginning of the period | - | (57,134 | ) | (666 | ) | |
| Cash and cash equivalents at the end of the period | 1,150,841 | 696,183 | 8,120 |
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 June 30, | ||||||
|---|---|---|---|---|---|---|
| (In thousands except percentages) | 2024 | 2025 | ||||
| Quantitative details * | ||||||
| Air Passengers Booked | 1,330 | 1,206 | ||||
| Stand-alone Hotel Room Nights Booked | 417 | 423 | ||||
| Packages Passengers Travelled | 7 | 19 | ||||
| Gross Bookings | ||||||
| Air Ticketing | 13,520,293 | 14,103,223 | ||||
| Hotels and Packages | 2,398,832 | 3,433,322 | ||||
| Other Services | 628,524 | 521,309 | ||||
| Total | 16,547,649 | 18,057,854 | ||||
| Adjusted Margin | ||||||
| Adjusted Margin - Air Ticketing | 918,951 | 982,517 | ||||
| Adjusted Margin - Hotels and Packages | 277,141 | 380,148 | ||||
| Adjusted Margin - Other Services | 72,117 | 71,905 | ||||
| Others (Including Other Income) | 154,484 | 141,002 | ||||
| Total | 1,422,693 | 1,575,572 | ||||
| Adjusted Margin%** | ||||||
| Air Ticketing | 6.8 | % | 7.0 | % | ||
| Hotels and Packages | 11.6 | % | 11.1 | % | ||
| Other Services | 11.5 | % | 13.8 | % |
* Quantitative details are considered on Gross basis.
** Adjusted Margin % is defined as Adjusted Margin as a percentage of Gross Bookings.