Yatra Online, Inc. Annual Report 2019

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FY2019 Annual Report · Yatra Online, Inc.

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Table
of
Contents

(Mark
One)

UNITED
STATES

SECURITIES
AND
EXCHANGE
COMMISSION

Washington,
D.C.
20549

FORM
20-F

o
REGISTRATION
STATEMENT
PURSUANT
TO
SECTION
12(b)
OR
(g)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934

ý
ANNUAL
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934

For
the
fiscal
year
ended
March
31,
2019

o
TRANSITION
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934

o
SHELL
COMPANY
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934

Date
of
event
requiring
this
shell
company
report

For
the
transition
period
from

Commission
file
number
001-37968

YATRA
ONLINE,
INC.

(Exact
name
of
Registrant
as
specified
in
its
charter)

Not
Applicable

(Translation
of
Registrant's
name
into
English)

Cayman
Islands

(Jurisdiction
of
incorporation
or
organization)

1101-03,
11th
Floor,
Tower-B,

Unitech
Cyber
Park,

Sector
39,
Gurgaon,
Haryana
122002,

India

(Address
of
principal
executive
offices)

Alok
Vaish

Chief
Financial
Officer

1101-03,
11th
Floor,
Tower-B,

Unitech
Cyber
Park,

Sector
39,
Gurgaon,
Haryana
122002,

India

0124
399
5500

(Name,
Telephone,
E-mail
and/or
facsimile
number
and
Address
of
Company
Contact
Person)

Securities
registered
or
to
be
registered
pursuant
to
Section
12(b)
of
the
Act.

Title
of
each
class
Ordinary
Shares,
par
value
$0.0001
per
share

Trading
Symbol(s)
YTRA

Name
of
each
exchange
on
which
registered
Nasdaq
Capital
Market

Securities
registered
or
to
be
registered
pursuant
to
Section
12(g)
of
the
Act.

Securities
for
which
there
is
a
reporting
obligation
pursuant
to
Section
15(d)
of
the
Act.

None

(Title
of
Class)

None

(Title
of
Class)

Indicate
the
number
of
outstanding
shares
of
each
of
the
issuer's
classes
of
capital
or
common
stock
as
of
the
close
of
the
period
covered
by
the
annual
report.

As
of
March
31,
2019,
40,062,828
ordinary
shares,
par
value
$0.0001
per
share,
2,392,168
Class
A
non-voting
shares,
par
value
$0.0001
per
share,
and
3,159,375
Class
F
shares,
par
value
$0.0001
per
share,
were
issued
and
outstanding.

Indicate
by
check
mark
if
the
registrant
is
a
well-known
seasoned
issuer,
as
defined
in
Rule
405
of
the
Securities
Act.

If
this
report
is
an
annual
or
transition
report,
indicate
by
check
mark
if
the
registrant
is
not
required
to
file
reports
pursuant
to
Section
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934.

Yes

Note—Checking
the
box
above
will
not
relieve
any
registrant
required
to
file
reports
pursuant
to
Section
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934
from
their
obligations
under
those
Sections.

Indicate
by
check
mark
whether
the
registrant
(1)
has
filed
all
reports
required
to
be
filed
by
Section
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934
during
the
preceding
12
months
(or
for
such
shorter
period
that
the
registrant
was
required
to
file
such
reports),
and
(2)
has
been
subject
to
such
filing
requirements
for
the
past
90
days.

Yes

Indicate
by
check
mark
whether
the
registrant
has
submitted
electronically
every
Interactive
Data
File
required
to
be
submitted
pursuant
to
Rule
405
of
Regulation
S-T
(§232.405
of
this
chapter)
during
the
preceding
12
months
(or
for
such
shorter
period
that
the
registrant
was
required
to
submit
such
files).

Yes

Indicate
by
check
mark
whether
the
registrant
is
a
large
accelerated
filer,
an
accelerated
filer,
a
non-accelerated
filer,
or
an
emerging
growth
company.
See
the
definitions
of
"large
accelerated
filer,"
"accelerated
filer,"
and
"emerging
growth
company"
in
Rule
12b-2
of
the
Exchange
Act.

Large
accelerated
filer

Accelerated
filer

Non-accelerated
filer

Emerging
growth
company

If
an
emerging
growth
company
that
prepares
its
financial
statements
in
accordance
with
U.S.
GAAP,
indicate
by
check
mark
if
the
registrant
has
elected
not
to
use
the
extended
transition
period
for
complying
with
any
new
or
revised
financial
accounting
standards†
provided
pursuant
to
Section
13(a)
of
the
Exchange
Act.

†The
term
"new
or
revised
financial
accounting
standard"
refers
to
any
update
issued
by
the
Financial
Accounting
Standards
Board
to
its
Accounting
Standards
Codification
after
April
5,
2012.

Indicate
by
check
mark
which
basis
of
accounting
the
registrant
has
used
to
prepare
the
financial
statements
included
in
this
filing:

US
GAAP

International
Financial
Reporting
Standards
as
issued

by
the
International
Accounting
Standards
Board

Other

If
"Other"
has
been
checked
in
response
to
the
previous
question,
indicate
by
check
mark
which
financial
statement
item
the
registrant
has
elected
to
follow.

If
this
is
an
annual
report,
indicate
by
check
mark
whether
the
registrant
is
a
shell
company
(as
defined
in
Rule
12b-2
of
the
Exchange
Act).

Item
17

Item
18

Yes

(APPLICABLE
ONLY
TO
ISSUERS
INVOLVED
IN
BANKRUPTCY
PROCEEDINGS
DURING
THE
PAST
FIVE
YEARS)

Indicate
by
check
mark
whether
the
registrant
has
filed
all
documents
and
reports
required
to
be
filed
by
Sections
12,
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934
subsequent
to
the
distribution
of
securities
under
a
plan
confirmed
by
a
court.

Yes

TABLE
OF
CONTENTS

PART
I

Item
1.
IDENTITY
OF
DIRECTORS,
SENIOR
MANAGEMENT
AND
ADVISERS

Item
2.
OFFER
STATISTICS
AND
EXPECTED
TIMETABLE

Item
3.
KEY
INFORMATION

Item
4.
INFORMATION
ON
THE
COMPANY

Item
5.
OPERATING
AND
FINANCIAL
REVIEW
AND
PROSPECTS

Item
6.
DIRECTORS,
SENIOR
MANAGEMENT
AND
EMPLOYEES

Item
7.
MAJOR
SHAREHOLDERS
AND
RELATED
PARTY
TRANSACTIONS

Item
8.
FINANCIAL
INFORMATION

Item
9.
THE
OFFER
AND
LISTING

Item
10.
ADDITIONAL
INFORMATION

Item
11.
QUANTITATIVE
AND
QUALITATIVE
DISCLOSURES
ABOUT
MARKET
RISK

Item
12.
DESCRIPTION
OF
SECURITIES
OTHER
THAN
EQUITY
SECURITIES

PART
II

Item
13.
DEFAULTS,
DIVIDEND
ARREARAGES
AND
DELINQUENCIES

Item
14.
MATERIAL
MODIFICATIONS
TO
THE
RIGHTS
OF
SECURITY
HOLDERS
AND
USE
OF
PROCEEDS

Item
15.
CONTROLS
AND
PROCEDURES

Item
16.
A.
AUDIT
COMMITTEE
FINANCIAL
EXPERT

PART
III

Item
17.
FINANCIAL
STATEMENTS

Item
18.
FINANCIAL
STATEMENTS

Item
19.
EXHIBITS

Page
6

112

127

130

132

145

146

147

148

150

151

Table
of
Contents

CONVENTIONS
USED
IN
THIS
ANNUAL
REPORT

In
this
Annual
Report,
references
to
"U.S.,"
the
"United
States"
or
"USA"
are
to
the
United
States
of
America,
its
territories
and
its
possessions.
References
to
"India"
are
to
the
Republic
of
India.
References
to
"$",
"US$"
and
"U.S.
Dollars"
are
to
the
lawful
currency
of
the
United
States
of
America,
and
references
to
"Rs."
"INR"
and
"rupee"
each
refer
to
the
Indian
rupee,
the
official
currency
of
the
Republic
of
India.

The
data
provided
herein
expressed
in
Indian
rupees
per
U.S.
dollar
is
based
on
the
noon
buying
rate
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.
On
March
31,
2019,
the
exchange
rate
between
the
U.S.
dollar
and
the
Indian
rupee
expressed
in
Indian
rupees
per
U.S.
dollar
was
$1.00
=
Rs.
69.16.
We
make
no
representation
that
the
Indian
Rupee
amounts
represent
U.S.
dollar
amounts
or
have
been,
could
have
been
or
could
be
converted
into
US
dollars
at
such
rates
or
any
other
rates.

On
December
16,
2016,
we
converted
our
preference
shares
into
ordinary
shares,
par
value
$0.0001
per
share,
of
the
Company,
or
Ordinary
Shares,
and
effectuated
a
reverse
5.4242194-for-one
share
split
of
our
Ordinary
Shares
as
well
as
a
reverse
5.4242194-for-one
adjustment
with
respect
to
the
number
of
Ordinary
Shares
underlying
our
share
options
and
a
corresponding
adjustment
to
the
exercise
prices
of
such
options.
Unless
otherwise
specifically
stated
or
the
context
otherwise
requires,
all
share
information
and
per
share
data
included
in
this
Annual
Report
prior
to
December
16,
2016
has
been
presented
on
a
post-share
split
basis.

In
addition,
on
December
16,
2016,
we
completed
the
business
combination,
or
Business
Combination,
with
Terrapin
3
Acquisition
Corporation,
or
Terrapin
3,
pursuant
to
the
terms
of
the
Amended
and
Restated
Business
Combination
Agreement,
dated
as
of
September
28,
2016,
by
and
among
us,
T3
Parent
Corp.,
T3
Merger
Sub
Corp.,
Terrapin
3
Acquisition
Corporation,
MIHI
LLC
and
Shareholder
Representative
Services
LLC,
or
the
Business
Combination
Agreement.
Pursuant
to
the
terms
of
the
Business
Combination
Agreement,
Terrapin
3
became
our
partially
owned
subsidiary.
Terrapin
3
is
now
known
as
Yatra
USA
Corp.,
or
Yatra
USA.

Unless
otherwise
indicated,
our
consolidated
statement
of
financial
position
as
of
March
31,
2019,
2018
and
2017
and
the
related
consolidated
statements
of
profit
or
loss
and
other
comprehensive
loss,
changes
in
equity
and
cash
flows
for
each
of
the
three
years
in
the
period
ended
March
31,
2019,
included
elsewhere
in
this
Annual
Report
have
been
prepared
in
accordance
with
International
Financial
Reporting
Standards,
or
IFRS,
as
issued
by
the
International
Accounting
Standards
Board,
or
IASB.
References
to
a
particular
"fiscal
year"
are
to
our
fiscal
year
ended
March
31
of
that
year.
Our
consolidated
financial
statements
as
of
March
31,
2019
reflect
our
April
1,
2018
adoption
of
the
new
revenue
recognition
standard,
IFRS
15
Revenue from Contract with Customers ,
or
IFRS
15,
pursuant
to
which
upfront
cash
incentives,
loyalty
programs
costs
for
customer
inducement
and
acquisition
costs
for
promoting
transactions
across
various
booking
platforms,
some
of
which,
when
incurred,
were
previously
recorded
as
marketing
and
sales
promotion
costs,
are
now
recorded
as
an
offset
of
revenue.
We
have
adopted
the
new
standard
by
using
the
modified
retrospective
approach
and
accordingly
our
financial
statements
for
the
years
ended
March
31,
2018
and
2017
have
not
been
retrospectively
adjusted.
Our
fiscal
quarters
end
on
June
30,
September
30,
December
31,
and
March
31.
References
to
a
year
other
than
a
"fiscal"
year
are
to
the
calendar
year
ended
December
31.
We
refer
in
various
places
within
this
Annual
Report
to
Adjusted
Revenue,
Adjusted
EBITDA
(Loss),
Adjusted
Results
from
Operations,
Adjusted
Loss
for
the
Period,
Adjusted
Basic
Loss
Per
Share
and
Adjusted
Diluted
Loss
Per
Share,
which
are
non-IFRS
measures.
The
presentation
of
non-IFRS
measures
is
not
meant
to
be
considered
in
isolation
or
as
a
substitute
for
our
consolidated
financial
results
prepared
in
accordance
with
IFRS.
See
"Item
5.
Operating
and
Financial
Review
and
Prospects."

In
this
Annual
Report,
we
rely
on
and
refer
to
information
and
statistics
regarding
the
travel
service
industry
and
our
competitors
from
market
research
reports
and
other
publicly
available
sources.

Table
of
Contents

We
have
supplemented
such
information
where
necessary
with
our
own
internal
estimates
and
information
obtained
from
discussions
with
our
customers,
taking
into
account
publicly
available
information
about
other
industry
participants
and
our
management's
best
view
as
to
information
that
is
not
publicly
available.
While
we
believe
that
all
such
information
is
reliable,
we
have
not
independently
verified
industry
and
market
data
from
third-party
sources.
In
addition,
while
we
believe
that
our
internal
company
research
is
reliable
and
the
definitions
of
our
industry
and
market
are
appropriate,
neither
our
research
nor
these
definitions
have
been
verified
by
any
independent
source.
Further,
while
we
believe
the
market
opportunity
information
included
in
this
Annual
Report
is
generally
reliable,
such
information
is
inherently
imprecise.
Projections,
assumptions
and
estimates
of
the
future
performance
of
the
industry
in
which
we
operate
and
our
future
performance
are
necessarily
subject
to
a
high
degree
of
uncertainty
and
risk
due
to
a
variety
of
factors,
including
those
described
in
"Risk
Factors."
These
and
other
factors
could
cause
results
to
differ
materially
from
those
expressed
in
the
estimates
made
by
the
independent
parties
and
by
us.
See
"Special
Note
Regarding
Forward-Looking
Statements."

We
operate
under
a
number
of
trademarks
and
trade
names,
including,
among
others,
"Yatra"
and
"Travelguru."
This
Annual
Report
contains
references
to
our
trademarks
and
trade
names
and
to
those
belonging
to
other
entities.
Solely
for
convenience,
trademarks
and
trade
names
referred
to
in
this
Annual
Report
may
appear
without
the
®
or
TM
symbols,
but
such
references
are
not
intended
to
indicate,
in
any
way,
that
we
will
not
assert,
to
the
fullest
extent
possible
under
applicable
law,
our
rights
or
the
rights
of
the
applicable
licensor
to
these
trademarks
and
trade
names.
We
do
not
intend
our
use
or
display
of
other
companies'
trademarks,
trade
names
or
service
marks
to
imply
a
relationship
with,
or
endorsement
or
sponsorship
of
us
by,
any
other
companies.

Table
of
Contents

SPECIAL
NOTE
REGARDING
FORWARD-LOOKING
STATEMENTS

Some
of
the
statements
in
this
Annual
Report
constitute
forward-looking
statements
that
do
not
directly
or
exclusively
relate
to
historical
facts.
You
should
not
place
undue
reliance
on
such
statements
because
they
are
subject
to
numerous
uncertainties
and
factors
relating
to
our
operations,
business
environment
and
industry,
and
our
proposed
merger,
or
Merger,
with
and
into
EbixCash
Travels
Inc.,
a
Cayman
Islands
exempted
company
limited
by
shares,
or
Merger
Sub,
a
direct,
wholly-owned
subsidiary
of
Ebix,
Inc.,
a
Delaware
corporation,
or
Ebix,
pursuant
to
that
certain
Merger
Agreement,
dated
July
16,
2019,
by
and
among
us,
Ebix
and
Merger
Sub,
or
the
Merger
Agreement,
all
of
which
are
difficult
to
predict
and
many
of
which
are
beyond
our
control.
Forward-looking
statements
include
information
concerning
our
possible
or
assumed
future
results
of
operations,
including
descriptions
of
our
business
strategy.
These
statements
are
often,
but
not
always,
made
through
the
use
of
words
or
phrases
such
as
"believe,"
"anticipate,"
"could,"
"may,"
"would,"
"should,"
"intend,"
"plan,"
"potential,"
"predict,"
"will,"
"expect,"
"estimate,"
"project,"
"positioned,"
"strategy,"
"outlook"
and
similar
expressions.
Forward-looking
statements
involve
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
are
subject
to
a
number
of
risks,
uncertainties
and
other
factors
that
could
cause
actual
results
to
differ
materially
from
the
results
expressed
in
the
forward-looking
statements.
Among
the
key
factors
that
could
cause
actual
results
to
differ
materially
from
those
projected
in
the
forward-looking
statements
are
the
following:

•

our
ability
to
consummate
the
Merger
within
the
expected
timeframe
or
at
all;

the
occurrence
of
any
event,
change
or
other
circumstance
that
could
give
rise
to
the
termination
of
the
Merger
Agreement;

the
failure
to
satisfy
required
closing
conditions
under
the
Merger
Agreement,
including,
but
not
limited
to,
our
ability
to
obtain
the
affirmative
vote
of
a
majority
of
at
least
two-thirds
of
the
Yatra
shareholders
entitled
to
vote
at
the
extraordinary
general
meeting
in
favor
of
adoption
of
the
Merger
Agreement,
or
the
Yatra
Shareholder
Vote;

our
ability
to
obtain
the
cancellation
or
other
extinguishment
of
warrants
to
purchase
our
Ordinary
Shares,
or
Yatra
Warrants,
such
that
no
more
than
8,768,979
Ordinary
Shares
remain
subject
to
Yatra
Warrants,
which
we
refer
to
herein
as
the
Warrant
Cancellation,
as
required
by
the
terms
of
the
Merger
Agreement;

the
effect
our
failure
to
complete
the
Merger
would
have
on
the
price
of
our
Ordinary
Shares,
and
our
business,
financial
condition
and
results
of
operations;

the
potential
requirement
that,
in
certain
specified
circumstances
upon
termination
of
the
Merger
Agreement
we
may
be
required
to
pay
Ebix
a
termination
fee
of
$8,160,000,
or
Termination
Fee,
or
that,
in
the
event
we
do
not
obtain
the
required
Yatra
Shareholder
Vote,
we
may
also
be
required
to
reimburse
Ebix
for
its
appropriate,
documented
expenses
incurred
or
paid
in
connection
with
the
Merger
Agreement
in
an
amount
up
to
$4,000,000
in
the
aggregate,
or
Expense
Reimbursement;

the
expected
benefits
and
potential
value
created
by
the
Merger
for
our
shareholders,
including
the
ownership
percentage
of
our
stockholders
in
the
combined
company
and
the
value
of
the
consideration
they
receive
in
the
combined
company
immediately
following
the
consummation
of
the
Merger,
if
it
is
completed;

the
effect
that
the
announcement
and
pendency
of
the
Merger
may
have
on
our
business,
financial
condition,
or
results
of
operation
and
our
management
team,
including,
but
not
limited
to,
the
possibility
that
the
attention
of
our
management
team
may
be
directed
toward
the
completion
of
the
Merger
and
related
matters
and
diverted
from
the
day-to-day
business

Table
of
Contents

•

operations
of
the
Company,
and
our
ability
to
retain
and
hire
key
personnel
and
maintain
our
relationships
with
customers,
strategic
partners,
suppliers,
regulatory
authorities
and
others
with
whom
we
do
business;

unexpected
costs,
liabilities
or
delays
that
may
arise
in
connection
with
the
Merger;

the
outcome
of
any
legal
proceedings
that
may
be
instituted
against
us
and
others
relating
to
the
Merger
Agreement
and/or
the
Merger;

the
effect
of
the
contractual
restrictions
contained
in
the
Merger
Agreement
that
limit
our
ability
to
take
certain
significant
actions,
including,
without
limitation,
our
ability
to
make
acquisitions
or
engage
in
discussions
or
negotiations
with
third
parties
seeking
to
acquire
us;

we
may
have
limited
cash
available
to
fund
our
operations
due
to
contractual
restrictions
contained
in
the
Merger
Agreement
that
limit
our
ability
to
raise
capital
while
the
Merger
is
pending;

we
may
be
required
to
reduce
our
level
of
spending
on
marketing
and
sales
to
levels
that
may
not
have
occurred
or
may
not
have
occurred
at
the
same
level
but
for
the
Merger
due
to
contractual
restrictions
contained
in
the
Merger
Agreement;

our
ability
to
maintain
our
operations
and
obtain
additional
funding
for
our
operations,
if
necessary,
until
the
consummation
of
the
Merger;

our
estimates
regarding
the
sufficiency
of
our
cash
resources,
expenses,
including
those
related
to
the
consummation
of
the
Merger,
our
capital
requirements
and
our
potential
need
for
additional
financing,
and
our
ability
to
obtain
such
financing
and
to
continue
as
a
going
concern
if
the
Merger
is
not
completed.

our
ability
to
identify
and
hire
suitable
replacements
for
any
members
of
our
senior
management
team
who
may
seek
other
employment
opportunities,
including
our
Chief
Financial
Officer
who
has
advised
us
of
his
intention
to
resign
from
his
position
effective
mid-October
2019;

our
ability
to
generate
positive
cash
flow
and
the
sufficiency
of
our
operating
cash
flow
to
meet
our
liquidity
needs;

our
future
financial
performance,
including
our
revenue,
cost
of
revenue,
operating
expenses
and
our
ability
to
achieve
and
maintain
profitability;

the
impact
of
increasing
competition
in
the
Indian
travel
industry
and
our
expectations
regarding
the
development
of
our
industry
and
the
competitive
environment
in
which
we
operate;

the
slowdown
in
Indian
economic
growth
and
other
declines
or
disruptions
in
the
Indian
economy
in
general
and
travel
industry
in
particular,
including
disruptions
caused
by
safety
concerns,
terrorist
attacks,
regional
conflicts
and
natural
calamities;

our
ability
to
successfully
negotiate
our
contracts
with
airline
suppliers
and
global
distribution
system,
or
GDS,
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,
including
the
potential
bankruptcy,
restructuring,
consolidation
or
alliance
of
any
of
our
partners,
the
credit
worthiness
of
our
business
partners,
the
possible
obligation
to
make
payments
to
these
partners
and
our
dependence
on
a
small
number
of
such
partners
for
a
significant
percentage
of
our
revenue;

Table
of
Contents

•

the
recent
insolvency
proceedings
of
Jet
Airways
(India)
Ltd.,
or
Jet
Airways,
and
the
potential
impact
of
this
and
other
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;

geopolitical
risk
and
changes
in
applicable
laws
and
regulations;

fluctuations
in
exchange
rates
between
the
Indian
rupee
and
the
U.S.
dollar,
Euro,
British
pound
sterling
or
other
major
currencies;

the
risk
that
compliance
with
rules
and
requirements
applicable
to
public
companies,
including
fulfilling
our
obligations
as
a
foreign
private
issuer
and
maintaining
proper
and
effective
internal
controls
over
financial
reporting,
will
be
expensive
and
time
consuming;

our
ability
to
maintain
and/or
expand
relationships
with,
and
develop
new
relationships
with,
travel
companies
and
travel
research
companies
as
well
as
online
travel
agents,
or
OTAs;

our
reliance
on
third-party
systems
and
service
providers,
including
our
recently
outsourcing
of
certain
of
our
call
center
services,
and
the
impact
any
disruption
or
adverse
change
in
their
business
or
deterioration
in
the
quality
of
their
performance
may
have
on
our
business;

we
may
be
subject
to
proceedings
or
claims
arising
from
travel-related
accidents
and
or
other
legal,
administrative
or
regulatory
proceedings;

the
ability
to
adapt
services
to
changes
in
technology
or
the
marketplace
and
successfully
incorporate
new
features,
improvements
and
strategies;

our
ability
to
increase
the
number
of
visits
to
our
search
platform
and
referrals
to
our
advertisers;

our
ability
to
successfully
implement
our
growth
strategy;

our
ability
to
maintain
and
increase
our
brand
awareness;

the
growth
in
the
usage
of
mobile
devices
and
our
ability
to
successfully
monetize
this
usage;

potential
difficulty
in
collecting
payments
in
a
timely
manner
on
our
outstanding
accounts
receivables
from
customers;

our
ability
to
access
capital
through
debt
and
equity
markets
in
amounts
and
at
rates
and
costs
acceptable
to
us;

our
reliance
on
search
engines,
which
may
change
their
algorithms;

risks
associated
with
online
commerce
security;

our
ability
to
protect
our
intellectual
property;

fluctuations
in
quarterly
results
and
the
potential
impact
of
such
fluctuations
on
the
value
of
our
Ordinary
Shares;

the
significant
influence
our
large
shareholders
have
over
our
company;

our
ability
to
attract,
train
and
retain
executives
and
other
qualified
employees;

our
ability
to
consummate
the
acquisition
of
ATB's
remaining
outstanding
shares
in
the
anticipated
timeframe
and
on
the
terms
we
anticipate;

the
outcome
of
ongoing
arbitration
proceedings
between
us
and
the
sellers
in
the
ATB
transaction
and
the
related
criminal
complaint,
or
Complaint,
filed
by
one
of
the
sellers
with
the
Economic
Offences
Wing,
or
EOW,
of
the
Delhi
Police;

Table
of
Contents

•

our
ability
to
realize
the
anticipated
benefits
of
any
past
or
future
acquisitions,
including
our
acquisition
of
a
majority
of
the
shares
of
ATB
and
our
more
recent
acquisition
of
TCIL;
and

risks
relating
to
the
possibility
of
an
adverse
tax
judgment.

Additional
key
factors
that
could
cause
actual
results
to
differ
materially
from
those
projected
in
the
forward
looking
statements
includes,
but
are
not
limited
to,
economic,
business,
competitive,
and/or
regulatory
factors
affecting
our
and
Ebix's
respective
businesses
generally,
including
those
set
forth
herein,
especially
in
the
sections
entitled
"Risk
Factors"
and
"Operating
and
Financial
Review
and
Prospects"
elsewhere
in
this
Annual
Report
and
in
our
subsequently
filed
Reports
of
Foreign
Private
Issuer
on
Form
6-K
and
other
filings
we
make
with
the
SEC.

We
have
based
the
forward-looking
statements
contained
in
this
Annual
Report
primarily
on
our
current
expectations
and
projections
about
future
events
and
trends
that
we
believe
may
affect
our
business,
financial
condition,
results
of
operations,
prospects,
business
strategy
and
financial
needs.
You
are
cautioned
to
consider
these
and
any
other
factors
discussed
in
the
section
entitled
"Risk
Factors"
elsewhere
in
this
Annual
Report.
These
risks
are
not
exhaustive.
These
risks
could
cause
actual
results
to
differ
materially
from
those
implied
by
forward-looking
statements
in
this
Annual
Report.
Other
sections
of
this
Annual
Report
include
additional
factors
that
could
adversely
impact
our
business
and
financial
performance.
Moreover,
we
operate
in
a
very
competitive
and
rapidly
changing
environment.
You
are
cautioned
not
to
place
undue
reliance
on
these
forward-looking
statements
that
speak
only
as
of
the
date
hereof.
New
risks
and
uncertainties
come
up
from
time
to
time,
and
it
is
impossible
for
us
to
predict
these
events
or
how
they
may
affect
us.
We
do
not
undertake
any
obligation
to
update
or
revise
any
forward-looking
statements
after
the
date
of
this
Annual
Report,
whether
as
a
result
of
new
information,
future
events
or
otherwise,
except
as
required
by
law.
In
light
of
these
risks
and
uncertainties,
you
should
keep
in
mind
that
any
event
described
in
a
forward-looking
statement
made
in
this
Annual
Report
or
elsewhere
might
not
occur.

In
addition,
statements
that
"we
believe"
and
similar
statements
reflect
our
beliefs
and
opinions
on
the
relevant
subject.
These
statements
are
based
upon
information
available
to
us
as
of
the
date
of
this
Annual
Report,
and
while
we
believe
such
information
forms
a
reasonable
basis
for
such
statements,
such
information
may
be
limited
or
incomplete,
and
our
statements
should
not
be
read
to
indicate
that
we
have
conducted
an
exhaustive
inquiry
into,
or
review
of,
all
potentially
available
relevant
information.
These
statements
are
inherently
uncertain
and
investors
are
cautioned
not
to
unduly
rely
upon
these
statements.

ITEM
1.

IDENTITY
OF
DIRECTORS,
SENIOR
MANAGEMENT
AND
ADVISERS

PART
I

Not
applicable.

ITEM
2.

OFFER
STATISTICS
AND
EXPECTED
TIMETABLE

Not
applicable.

ITEM
3.

KEY
INFORMATION

Selected
Consolidated
Financial
Data

The
following
selected
consolidated
statement
of
profit
or
loss
and
other
comprehensive
loss
data
for
fiscal
years
2019,
2018
and
2017
and
the
selected
consolidated
statement
of
financial
position
data
as
of
March
31,
2019
and
2018
have
been
derived
from
our
audited
consolidated
financial
statements
included
elsewhere
in
this
Annual
Report.
The
selected
consolidated
statement
of
profit
or
loss
and
other
comprehensive
loss
data
for
fiscal
years
2016
and
2015
and
the
selected
consolidated
statement
of

Table
of
Contents

financial
position
data
as
of
March
31,
2017
and
2016
have
been
derived
from
our
audited
consolidated
financial
statements
not
included
in
this
Annual
Report.
The
selected
consolidated
statement
of
financial
position
data
as
of
March
31,
2015
have
been
derived
from
our
audited
consolidated
financial
statements
that
were
part
of
the
final
prospectus
included
in
the
Registration
Statement
on
Form
F-4
filed
on
November
21,
2016
but
are
not
included
in
this
Annual
Report.

The
financial
data
set
forth
below
should
be
read
in
conjunction
with,
and
is
qualified
by
reference
to,
"Item
5.
Operating
and
Financial
Review
and
Prospects"
and
the
consolidated
financial
statements
and
notes
thereto
included
elsewhere
in
this
Annual
Report.
Our
consolidated
financial
statements
are
prepared
and
presented
in
accordance
with
IFRS
as
issued
by
the
IASB.
Effective
April
1,
2018,
we
adopted
the
new
revenue
recognition
standard,
IFRS
15,
pursuant
to
which
upfront
cash
incentives,
loyalty
programs
costs
for
customer
inducement
and
acquisition
costs
for
promoting
transactions
across
various
booking
platforms,
some
of
which,
when
incurred,
were
previously
recorded
as
marketing
and
sales
promotion
costs,
are
now
recorded
as
an
offset
of
revenue.
We
have
adopted
the
new
standard
by
using
the
cumulative
effect
method
and,
accordingly,
the
comparative
information
has
not
been
restated.
Our
historical
results
do
not
necessarily
indicate
results
expected
for
any
future
period.

The
translations
of
Indian
rupee
amounts
to
US
dollars
amounts
set
forth
below
are
solely
for
the
convenience
of
the
reader
and
are
based
on
the
noon
buying
rate
of
in
The
City
of
New
York
for
cable
transfers
of
INR
69.16
per
$1.00
as
certified
for
customs
purposes
by
the
Federal
Reserve
Bank
of
New
York
on
March
31,
2019.
We
make
no
representation
that
the
Indian
rupee
amounts
represent
US
dollar
amounts
or
have
been,
could
have
been
or
could
be
converted
into
US
dollars
at
such
rates
or
any
other
rates.

Table
of
Contents

The
following
information
should
be
read
in
conjunction
with,
and
is
qualified
in
its
entirety
by
reference
to,
"Item
5.
Operating
and
Financial
Review
and
Prospects"
and
the
audited
consolidated
financial
statements
and
the
notes
thereto
included
elsewhere
in
this
Annual
Report.

Fiscal
Year
Ended
March
31,

2015

INR

2016

INR

2017

INR

2018

INR

2019

INR

2019

USD

2,331,028

4,007,138

14,525

175,003

6,527,694

53,293

3,140,865

1,155,332

2,876,688

5,225,136

28,885

214,524

8,345,234

26,662

4,164,352

1,524,055

3,656,976

5,326,414

52,896

320,527

9,356,813

25,282

4,179,486

2,115,308

5,012,931

6,628,236

105,249

502,097

12,248,513

90,001

4,930,757

2,902,840

3,449,265

4,914,420

56,419

938,476

9,358,580

263,785

4,282,803

2,550,214

1,471,126

1,590,188

208,939

(985,463)
(11,005)
93,474

(87,578)
—

1,687,541

1,967,162

233,703

(1,204,917)
(11,802)
95,072

(111,973)
—

2,457,242

2,217,887

275,587

(1,863,415)
(9,441)
139,158

(149,863)

(4,242,526)

4,153,920

3,285,530

425,600

809,996

3,975,805

581,746

(3,360,133)
(2,578,199)

(12,772)

41,310

(263,290)

(10,559)

91,912

(153,056)

—

(990,487)
42,720

(947,767)

(3,167)

(1,236,787)
(6,515)

(1,243,302)

230,111

(5,895,976)
(40,987)

(5,936,963)

(563,253)
1,667,193

(3,995,089)
(1,145,758)

(47,837)

(4,051,976)
(1,193,595)

(56,887)

(936,504)
(11,263)
(947,767)

(1,218,824)
(24,478)

(1,243,302)

(5,901,483)
(35,480)

(5,936,963)

(3,993,140)
(1,148,203)

(45,392)

(4,051,976)
(1,193,595)

(58,836)

49,874

71,059

816

13,570

135,318

3,814

61,926

36,874

11,712

57,487

8,412

(37,279)
(185)
597

(3,807)
—

24,106

(16,568)
(692)
(17,260)

(16,604)
(656)
(17,260)

(47.98)*

(58.10)*

(237.89)
(237.89)

(116.41)

(26.37)

(26.95)

(0.38)
(0.39)

Consolidated
statement
of
profit
or
loss
and

other
comprehensive
loss
(amounts
in

thousands,
except
per
share
data
and

number
of
shares)
Revenue:
Air
Ticketing
Hotels
and
Packages
Other
services
Other
revenue
Total
revenue
Other
income
Service
cost
Personnel
expenses
Marketing
and
sales
promotion

expenses

Other
operating
expenses
Depreciation
and
amortisation
Results
from
operations
Share
of
loss
of
joint
venture
Finance
income
Finance
costs
Listing
and
related
expense
Change
in
fair
value
of
warrants—

gain/(loss)

Loss
before
taxes
Tax
(expense)
/
credits
Loss
for
the
period
Loss
attributable
to:
Owners
of
the
Parent
Company
Non-controlling
interest
Loss
for
the
period
Loss
per
share
Basic
Diluted

Weighted
average
number
of
ordinary

shares
outstanding
used
in
computing
earnings
per
share

Basic
Diluted

19,518,909**
20,976,502**
24,807,122**
34,301,152

43,543,991

44,286,393

43,543,991

44,286,393

Includes
Ordinary
Shares
which
have
been
issued
on
account
of
conversion
of
mandatorily
convertible
Preference
Shares
(Series
A
to
Series
F),
and
have
been
used
in
the
calculation
of
weighted
average
basic
earnings
per
share.

On
December
16,
2016,
preference
shares
issued
by
Yatra
Online,
Inc.
were
converted
into
Ordinary
Shares
of
Yatra
Online,
Inc.
We
thereafter
effectuated
a
reverse
5.4242194-for-one
share
split
of
our
Ordinary
Shares
as
well
as
a
reverse
5.4242194-for-one
adjustment
with
respect
to
the
number
of
Ordinary
Shares
underlying
our
share
options.
Consequently,
the
basic
and
diluted
earnings
per
share
for
all
periods
presented
are
adjusted
retrospectively
to
reflect
the
share
split.

Table
of
Contents

The
following
table
sets
forth
a
summary
of
our
consolidated
statement
of
financial
position
as
of
March
31,
2019,
2018,
2017,
2016
and
2015:

Consolidated
Statement
of
financial
position
data

(amounts
in
thousands)
Trade
and
other
receivables
Term
deposits
Cash
and
cash
equivalents
Total
assets
Total
equity
attributable
to
equity
holders

of
the
company

Borrowings
Trade
and
other
payables
Total
liabilities
Total
equity
and
liabilities

March
31

2015

INR

1,364,840

777,405

234,474

4,680,673

2016

INR

1,362,838

1,024,890

389,664

5,354,026

2017

INR

1,970,375

3,027,861

1,532,629

9,574,434

2018

INR

3,976,751

1,012,144

2,465,073

11,616,787

2019

INR

4,921,270

1,029,533

2,161,014

12,551,897

2019

USD
71,158

14,886

31,247

181,491

728,206

235,985

2,106,123

3,945,715

4,680,673

429,472

469,433

2,267,824

4,912,968

5,254,026

3,137,487

44,877

3,148,544

6,384,865

9,574,434

(224,918)
2,359,749

1,176,405

851,829

5,268,046

5,049,630

10,172,727

11,842,066

12,551,897

11,616,787

34,120

17,010

76,172

147,090

181,491

Other
Data:

The
following
table
sets
forth
for
the
periods
indicated;
certain
selected
consolidated
financial
and
other
data:

Figures
in
thousands
Quantitative
details*
Air
Passengers
Hotel
room
nights
Holiday
packages
passengers
travelled

Amount
in
INR
thousands
except
%
Gross
Bookings**
Air
Ticketing
Hotels
and
Packages
Total

Adjusted
Revenue***

Air
Ticketing
Hotels
and
Packages
Others
(Including
other
income)
Total

Net
Revenue
Margin
%****

Air
Ticketing
Hotels
and
Packages

Fiscal
Year
Ended
March
31,

2015

2016

2017

2018

2019

4,207

944

100

5,698

1,139

130

6,869

1,383

143

8,875

2,098

168

10,163

2,341

134

40,438,326

7,368,475

47,806,801

49,268,781

9,614,004

58,882,785

57,562,263

10,435,643

67,997,906

79,156,190

13,386,288

92,542,478

97,638,313

13,511,914

111,150,227

2,331,028

866,273

242,821

3,440,122

2,876,688

1,060,785

270,072

4,207,545

3,656,976

1,146,928

398,704

5,202,608

5,012,931

1,697,479

697,347

7,407,757

5,708,152

1,880,123

1,322,738

8,911,013

5.8%

11.8%

5.8%

11.0%

6.4%

11.0%

6.3%

12.7%

5.8%
13.9%

***

Quantitative
details
are
considered
on
Gross
basis.

Gross
Bookings
represent
the
total
amount
paid
by
our
customers
for
the
travel
services
and
products
booked
through
us,
including
fees
and
other
charges,
and
are
net
of
cancellations
and
refunds.

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

Table
of
Contents

Revenue,
which
is
a
non
IFRS
measure.
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
consolidated
financial
results
prepared
in
accordance
with
IFRS
as
issued
by
the
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.

**** Net
Revenue
Margins
are
defined
as
Adjusted
Revenue
as
a
percentage
of
Gross
Bookings.

Capitalization
and
Indebtedness

Not
applicable.

Reasons
for
the
Offer
and
Use
of
Proceeds

Not
applicable.

Risk
Factors

This
Annual
Report
contains
forward-looking
statements
that
involve
risks
and
uncertainties.
Our
actual
results
could
differ
materially
from
those
anticipated
in
these
forward-looking
statements
as
a
result
of
a
number
of
factors,
including
those
described
in
the
following
risk
factors
and
elsewhere
in
this
Annual
Report.
If
any
of
the
following
risks
actually
occur,
our
business,
financial
condition
and
results
of
operations
could
suffer.

Risks
Related
to
the
Merger

Failure to consummate the Merger within the expected timeframe or at all could have a material adverse impact on our business, financial condition and
results of operations.

On
July
16,
2019,
we
entered
into
the
Merger
Agreement
with
Ebix,
and
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
.
There
can
be
no
assurance
that
the
Merger
will
be
consummated
within
the
expected
timeframe
or
at
all.
The
consummation
of
the
Merger
is
subject
to
the
satisfaction
or
waiver
of
specified
closing
conditions,
including
(i)
the
adoption
of
the
Merger
Agreement
by
the
affirmative
vote
of
a
majority
of
at
least
two-thirds
of
the
Yatra
shareholders
entitled
to
vote
at
the
extraordinary
general
meeting,
or
Yatra
Shareholder
Approval,
(ii)
the
absence
of
any
law,
injunction
or
order
preventing
or
prohibiting
consummation
of
the
Merger,
(iii)
the
declaration
of
the
effectiveness
by
the
U.S.
Securities
and
Exchange
Commission,
or
SEC,
of
the
Registration
Statement
on
Form
S-4,
or
Form
S-4,
to
be
filed
with
the
SEC
by
Ebix
in
connection
with
the
registration
of
the
Series
Y
Convertible
Preferred
Stock,
par
value
$0.10
per
share,
of
Ebix,
or
Ebix
Preferred
Stock,
to
be
issued
in
connection
with
the
Merger
and
(iv)
the
authorization
for
listing
on
the
Nasdaq
Capital
Market,
or
Nasdaq,
of
the
shares
of
Ebix
Preferred
Stock
to
be
issued
in
the
Merger
and
such
other
shares
of
Ebix
Preferred
Stock
to
be
reserved
for
issuance
in
connection
with
the
Merger.
The
obligations
of
each
party
to
consummate
the
Merger
are
also
conditioned
upon
(i)
the
accuracy
of
the
representations
and
warranties
of
the
other
party
as
of
the
closing
(subject
to
customary
materiality
qualifiers),
(ii)
the
absence
of
any
material
breach
by
the
other
party
of
any
of
its
covenants
or
agreements
under
the
Merger
Agreement,
and
(iii)
the
absence
of
a
material
adverse
effect
with
respect
to
the
other
party.
The
obligations
of
Ebix
and
Merger
Sub
to
consummate
the
Merger
are
further
conditioned
upon
(i)
the
completion
of
the
Warrant
Cancellation,
(ii)
Ebix's
receipt
of
written
acknowledgement
from
the
Company's
financial
advisor
that
its
fees
and
expenses
due
for
such
services
have
been
paid
in
full
and
(iii)
other
customary
closing
conditions.
There
can
be
no
assurance
that
these
and
the
other
conditions
to
closing
will
be
satisfied
in
a
timely
manner
or
at
all.

Table
of
Contents

The
Merger
Agreement
also
provides
that
the
Merger
Agreement
may
be
terminated
by
us
or
Ebix
under
certain
circumstances,
and
in
certain
specified
circumstances
upon
termination
of
the
Merger
Agreement,
we
will
be
required
to
pay
Ebix
a
Termination
Fee
of
$8,160,000.
We
will
also
be
required
to
pay
Ebix
the
Expense
Reimbursement
in
an
amount
up
to
$4,000,000
in
the
aggregate
in
connection
with
the
failure
to
obtain
the
Yatra
Shareholders
Approval.
If
we
are
required
to
make
any
of
these
payments,
doing
so
would
materially
adversely
affect
our
business,
financial
condition
and
results
of
operations.

There
can
be
no
assurance
that
a
remedy
will
be
available
to
us
in
the
event
of
a
breach
of
the
Merger
Agreement
by
Ebix
or
its
affiliates
or
that
we
will
wholly
or
partially
recover
for
any
damages
incurred
by
us
in
connection
with
the
Merger.
A
failed
transaction
may
result
in
negative
publicity
and
a
negative
impression
of
us
among
our
users,
business
partners,
investment
community
and
business
community
generally.

We
could
also
be
subject
to
other
risks
if
the
Merger
is
not
consummated,
including:

•

the
economic,
business,
competitive,
and/or
regulatory
factors
affecting
our
business
generally
and
potential
uncertainty
in
the
marketplace,
including
those
set
forth
herein,
especially
in
this
"Risk
Factors"
section
and
in
the
section
entitled
"Operating
and
Financial
Review
and
Prospects"
elsewhere
in
this
Annual
Report;

the
attention
of
our
management
may
have
been
diverted
to
the
Merger
rather
than
other
strategic
opportunities
that
could
have
been
beneficial
to
the
Company;

members
of
our
senior
management
team
may
seek
other
employment
opportunities,
and
we
may
not
be
able
to
identify
or
hire
a
suitable
replacement;

we
may
become
subject
to
legal
proceedings
that
may
be
instituted
against
us
and
others
relating
to
the
Merger
Agreement
and/or
the
Merger;

we
may
have
limited
cash
available
to
fund
our
operations
due
to
contractual
restrictions
contained
in
the
Merger
Agreement
that
limit
our
ability
to
raise
capital
while
the
Merger
is
pending;

we
may
have
reduced
our
level
of
spending
on
marketing
and
sales
to
levels
that
may
not
have
occurred
or
may
not
have
occurred
at
the
same
level
but
for
the
Merger
due
to
contractual
restrictions
contained
in
the
Merger
Agreement;

the
parties
may
be
liable
for
damages
to
one
another
under
the
terms
and
conditions
of
the
Merger
Agreement;

we
may
incur
additional
unexpected
costs,
liabilities
or
delays
that
may
arise
in
connection
with
the
Merger;
and

we
may
experience
potential
disruptions
to
our
business
and
operations,
such
as
distraction
of
our
employees
to
pursue
other
opportunities
that
could
be
beneficial
to
the
Company,
without
the
Merger
being
consummated.

Further,
any
disruptions
to
our
business
resulting
from
the
announcement
and
pendency
of
the
Merger,
including
any
adverse
changes
in
our
relationships
with
our
business
partners,
users
and
employees,
could
continue
or
accelerate
in
the
event
of
a
failed
transaction.
In
addition,
if
the
Merger
is
not
completed,
and
there
are
no
other
parties
willing
and
able
to
acquire
us
at
a
price
comparable
to
that
contemplated
by
the
Merger,
on
terms
acceptable
to
us,
the
price
of
our
Ordinary
Shares
will
likely
decline
to
the
extent
that
the
current
market
price
of
our
Ordinary
Shares
reflects
an
assumption
that
the
Merger
will
be
completed.
Also,
we
have
incurred,
and
will
continue
to
incur,
significant
costs,
expenses
and
fees
for
professional
services
and
other
transaction
costs
in
connection
with
the
Merger,

Table
of
Contents

for
which
we
will
have
received
little
or
no
benefit
if
the
Merger
is
not
completed.
These
fees
and
costs
will
be
payable
by
us
even
if
the
Merger
is
not
completed.

The Merger may be completed even though certain events occur prior to the closing that materially and adversely affect us or Ebix.

The
Merger
Agreement
contains
certain
termination
rights
for
Ebix
and
Yatra,
including,
among
others,
the
right
of
either
party
to
terminate
the
Merger
Agreement
if
(i)
the
Merger
has
not
been
consummated
on
or
prior
to
April
12,
2020,
which
we
refer
to
as
Outside
Date,
(ii)
any
court
or
other
governmental
authority
of
competent
jurisdiction
has
issued
an
order
or
taken
any
other
actions
permanently
restraining,
enjoining
or
otherwise
prohibiting
the
Merger,
and
such
order
or
other
action
has
become
final
and
nonappealable,
(iii)
the
Yatra
Shareholder
Approval
is
not
obtained
at
the
extraordinary
general
meeting
for
the
purpose
of
adopting
the
Merger
Agreement,
(iv)
the
other
party
breaches
its
representations,
warranties
or
covenants
in
a
manner
that
results
in
the
failure
of
the
related
closing
condition
to
be
satisfied
(subject
to
a
cure
period
in
certain
circumstances)
or
(v)
the
occurrence
of
a
material
adverse
effect
on
the
other
party's
business.
However,
certain
types
of
changes
do
not
permit
either
party
to
refuse
to
complete
the
Merger,
even
if
such
change
could
be
said
to
have
a
material
adverse
effect
on
us
or
Ebix.
If
any
such
material
adverse
change
occurs
and
we
and
Ebix
still
complete
the
Merger,
the
market
price
of
the
combined
organization's
common
stock
may
suffer.
This
in
turn
may
reduce
the
value
of
the
Merger
to
our
shareholders.

The Exchange Ratio (as defined herein) is fixed and is not adjustable based on the market price of our Ordinary Shares, so the merger consideration at the
closing of the Merger may have a greater or lesser value than at the time the Merger Agreement was signed.

The
Merger
Agreement
establishes
the
Exchange
Ratio
for
our
outstanding
Ordinary
Shares,
our
Class
A
Non-Voting
Shares,
par
value
$0.0001
per
share,
or
Class
A
Shares,
Class
F
Shares,
par
value
$0.0001
per
share,
or
Class
F
Shares,
our
options
and
our
restricted
stock
units,
the
Class
F
common
stock,
par
value
$0.0001
per
share,
of
Yatra
USA,
or
Yatra
USA
Class
F
Shares,
and
certain
equity
shares,
par
value
10
Indian
rupees
per
share,
of
Yatra
India,
or
Yatra
India
Shares,
and
also
establishes
the
amount
that
will
be
offered
to
certain
of
our
warrant
holders
in
connection
with
the
Merger
as
follows:

•

All
of
the
issued
and
outstanding
Ordinary
Shares,
Class
A
Shares
and
Yatra
USA
Class
F
Shares,
will
be
cancelled
and
converted
into
the
right
to
receive
0.005,
or
Exchange
Ratio,
of
a
share
of
Ebix
Preferred
Stock;

Each
Class
F
Share
that
is
issued
and
outstanding
will
be
cancelled
and
converted
into
the
right
to
receive
0.00000005
of
a
share
of
Ebix
Preferred
Stock;

Each
Yatra
India
Share
that
is
issued
and
outstanding
will
be
cancelled
and
converted
into
the
right
to
receive
a
specified
number
of
shares
of
Ebix
Preferred
Stock,
as
set
forth
in
the
Merger
Agreement;

Each
option
to
purchase
Ordinary
Shares,
whether
vested
or
unvested,
will
be
canceled
and
converted
as
of
immediately
prior
to
the
Effective
Time
into
the
right
to
receive
in
respect
of
each
Net
Option
Share
(as
defined
in
the
Merger
Agreement),
if
any,
subject
to
such
option,
the
merger
consideration
that
would
be
received
for
one
Ordinary
Share;

Each
of
our
restricted
stock
units,
whether
vested
or
unvested,
will
be
cancelled
and
converted
as
of
immediately
prior
to
the
Effective
Time
into
the
right
to
receive
the
merger
consideration
due
an
Ordinary
Share;
and

Each
Yatra
Warrant,
to
the
extent
not
cancelled
in
the
Warrant
Cancellation,
will
be
assumed
by
Ebix
and
become,
as
of
the
Effective
Time,
an
option
to
purchase,
on
the
same
terms
and

Table
of
Contents

conditions
(including
applicable
vesting,
exercise
and
expiration
provisions)
as
applied
to
each
such
Yatra
Warrant
immediately
prior
to
the
Effective
Time,
shares
of
Ebix
Preferred
Stock,
such
option
an
Assumed
Warrant,
except
that
(A)
the
number
of
shares
of
Ebix
Preferred
Stock,
subject
to
such
Assumed
Warrant
will
be
equal
to
the
product
of
(x)
the
number
of
Ordinary
Shares
that
were
subject
to
such
Yatra
Warrant
immediately
prior
to
the
Effective
Time,
multiplied
by
(y)
the
Exchange
Ratio,
and
(B)
the
per-share
exercise
price
will
be
equal
to
the
quotient
of
(1)
the
exercise
price
per
Ordinary
Share
at
which
such
Yatra
Warrant
was
exercisable
immediately
prior
to
the
Effective
Time,
divided
by
(2)
the
Exchange
Ratio.

Each
share
of
Ebix
Preferred
Stock
is
convertible,
at
the
option
of
the
holder,
into
20
shares
of
common
stock
of
Ebix.

Any
changes
in
the
market
price
of
our
Ordinary
Shares
before
the
completion
of
the
Merger
will
not
affect
the
number
of
shares
of
Ebix
Preferred
Stock
issuable
to
holders
of
our
and
certain
of
our
subsidiaries'
capital
stock
pursuant
to
the
Merger
Agreement.
Therefore,
if
before
the
completion
of
the
Merger
the
market
price
of
our
Ordinary
Shares
increases
from
the
market
price
of
our
Ordinary
Shares
on
the
date
of
the
Merger
Agreement,
then
our
shareholders
could
receive
merger
consideration
with
substantially
less
value
than
the
value
of
such
merger
consideration
on
the
date
of
the
Merger
Agreement.
Similarly,
if
before
the
completion
of
the
Merger
the
market
price
of
our
Ordinary
Shares
declines
from
the
market
price
on
the
date
of
the
Merger
Agreement,
then
our
shareholders
could
receive
merger
consideration
with
greater
value
than
the
value
of
such
merger
consideration
on
the
date
of
the
Merger
Agreement.
The
Merger
Agreement
does
not
include
a
price-based
termination
right.
Because
the
Exchange
Ratio
does
not
adjust
as
a
result
of
changes
in
the
market
price
of
our
Ordinary
Shares,
for
each
one
percentage
point
change
in
the
market
price
of
our
common
stock,
there
is
a
corresponding
one
percentage
point
rise
or
decline,
in
the
relative
value
of
the
total
merger
consideration
payable
to
our
shareholders
pursuant
to
the
Merger
Agreement.

The announcement and pendency of the Merger could have an adverse effect on our business, financial condition, results of operations, or business prospects.

The
announcement
and
pendency
of
the
Merger
could
disrupt
our
businesses
in
the
following
ways,
among
others:

•

our
ability
to
maintain
our
relationships
with
customers,
strategic
partners,
suppliers,
regulatory
authorities,
lenders
and
others
with
whom
we
do
business
may
be
negatively
impacted
and
such
parties
may
seek
to
terminate
and/or
renegotiate
their
relationships
with
us
as
a
result
of
the
Merger,
whether
pursuant
to
the
terms
of
their
existing
agreements
with
us
or
otherwise;

contractual
restrictions
contained
in
the
Merger
Agreement
will
limit
our
ability
to
take
certain
significant
actions,
including,
without
limitation,
our
ability
to
make
acquisitions
or
engage
in
discussions
or
negotiations
with
third
parties
regarding
acquisitions
of
Yatra;

we
may
have
limited
cash
available
to
fund
our
operations
due
to
contractual
restrictions
contained
in
the
Merger
Agreement
that
limit
our
ability
to
raise
capital
while
the
Merger
is
pending;

we
may
be
required
to
reduce
our
level
of
spending
on
marketing
and
sales
to
levels
that
may
not
have
occurred
at
the
same
level
but
for
the
Merger
due
to
contractual
restrictions
contained
in
the
Merger
Agreement;

our
ability
to
retain
and
hire
management,
sales
and
other
key
personnel
may
be
negatively
impacted
as
a
result
of
the
announcement
of
the
merger;
and

Table
of
Contents

•

the
attention
of
our
management
may
be
directed
towards
the
completion
of
the
Merger
and
related
matters
and
may
be
diverted
from
the
day-to-day
business
operations
of
the
Company,
including
from
other
opportunities
that
might
otherwise
be
beneficial
to
us.

Any
of
these
matters
could
adversely
affect
our
financial
condition,
results
of
operations,
or
business
prospects.

The Merger Agreement contains restrictive covenants that, during the pendency of the Merger, will limit our ability to respond to changes in market conditions
or pursue business opportunities, which could adversely affect our business.

The
covenants
in
the
Merger
Agreement
contain
certain
contractual
restrictions
on
the
conduct
of
our
business
that
limit
our
ability
to
take
certain
significant
actions
during
the
period
prior
to
the
consummation
of
the
Merger,
absent
consent
from
Ebix.
These
covenants
include,
without
limitation,
restrictions
that
will
impede
our
ability
to
make
acquisitions,
to
issue
shares
of
our
share
capital
or
any
share
of
capital
stock
of
our
subsidiaries,
make
certain
capital
expenditures,
raise
financing
in
excess
of
the
thresholds
in
the
Merger
Agreement
or
to
complete
certain
other
transactions
that
are
not
in
the
ordinary
course
of
business,
pending
completion
of
the
Merger.
Although
the
Merger
Agreement
provides
that
Ebix
will
not
unreasonably
withhold
its
consent,
there
can
be
no
assurances
that
it
will
grant
such
consent
when
and
if
requested.
In
addition,
while
the
Merger
Agreement
is
in
effect,
we
are
subject
to
certain
non-solicitation
obligations
relating
to
acquisition
proposals
that
may
prevent
us
from
entering
into
alternative
acquisition
transactions
with
third
parties,
subject
to
certain
exceptions
relating
to
fiduciary
duties.
Any
such
transactions
could
be
favorable
to
our
shareholders.
These
contractual
restrictions
may
materially
adversely
affect
our
ability
to
react
to
changes
in
market
conditions,
take
advantage
of
business
opportunities,
fund
capital
expenditures,
or
raise
capital,
any
of
which
could
have
a
material
and
adverse
effect
on
the
prospects
of
our
business,
which
could
be
detrimental
to
our
shareholders
in
the
event
the
Merger
is
not
completed.
These
restrictions
may
affect
our
ability
to
grow
our
business
and
take
advantage
of
market
and
business
opportunities
or
to
raise
additional
debt
or
equity
capital.
As
a
result,
if
the
Merger
is
not
completed,
we
may
be
at
a
disadvantage
to
our
competitors
during
such
period.

Provisions of the Merger Agreement may discourage third parties from submitting alternative acquisition proposals, including proposals that may be superior
to the Merger.

The
terms
of
the
Merger
Agreement
impose
certain
non-solicitation
obligations
on
us
relating
to
acquisition
proposals.
Subject
to
certain
exceptions,
the
terms
of
the
Merger
Agreement
prohibit
us
from
providing
non-public
information
to,
or
engaging
in
discussions
or
negotiations
with,
third
parties
regarding
acquisition
proposals,
except
in
limited
circumstances
when
our
board
of
directors
determines
in
good
faith
that
an
unsolicited
alternative
takeover
proposal
constitutes,
or
is
reasonably
likely
to
result
in,
a
superior
acquisition
proposal,
and
that
failure
to
pursue
such
proposal
would
be
considered
a
breach
of
the
board's
fiduciary
duties.
Further,
Ebix
generally
has
a
right
to
match
any
competing
acquisition
proposals
that
may
be
made.
If
we
terminate
the
Merger
Agreement
because
we
enter
into
an
alternative
superior
transaction,
we
would
be
required
to
pay
the
Termination
Fee
to
Ebix.
Such
Termination
Fee
may
discourage
third
parties
from
submitting
alternative
takeover
proposals
to
us
and
may
cause
the
board
of
directors
to
be
less
inclined
to
recommend
an
alternative
proposal.

Failure to attract and retain skilled personnel, including a replacement Chief Financial Officer, in the event that we do not consummate the Merger could
materially and adversely affect us.

We
are
a
small
company,
and
our
success
depends
in
part
on
the
continued
service
of
our
senior
corporate
management
and
other
key
employees,
and
our
ability
to
identify,
hire
and
retain
additional
personnel
as
needed.
Our
current
Chief
Financial
Officer
has
advised
us
of
his
intention
to
resign
from
his
position
effective
mid-October
2019.
In
the
event
that
we
do
not
consummate
the
Merger,
the

Table
of
Contents

departure
of
our
Chief
Financial
Officer
and
any
subsequent
failure
to
identify
and
hire
a
successor
could
seriously
harm
our
business.

Our
industry
is
characterized
by
high
demand
and
intense
competition
for
talent.
In
the
event
that
we
do
not
consummate
the
Merger,
we
may
not
be
able
to
continue
to
attract
and
retain
the
senior
corporate
management
and
other
key
employees
necessary
for
our
growth
and
development.
The
loss
of
one
or
more
of
such
employees
in
the
foreseeable
future
could
have
a
material
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.

Risks
Related
to
Our
Business
and
Industry

We have a history of operating losses.

We
have
a
history
of
losses
and
may
continue
to
incur
operating
and
net
losses
for
the
foreseeable
future.
Yatra's
net
losses
were
INR
1,193.6
million
for
fiscal
year
2019
as
compared
to
a
loss
of
INR
4,052.0
million
in
fiscal
year
2018
and
a
loss
of
INR
5,937.0
million
in
fiscal
year
2017.
If
our
revenues
grow
slower
than
anticipated,
or
if
our
operating
expenses
exceed
expectations,
then
we
may
not
be
able
to
achieve
profitability
in
the
near
future
or
at
all,
which
may
depress
the
price
of
our
Ordinary
Shares.

The Indian travel industry is highly competitive and we may not be able to effectively compete in the future.

The
Indian
travel
industry
is
highly
competitive.
Our
success
depends
upon
our
ability
to
compete
effectively
against
numerous
established
and
emerging
competitors,
including
other
online
travel
agencies,
or
OTAs,
traditional
offline
travel
companies,
travel
research
companies,
payment
wallets,
search
engines
and
meta-search
companies,
both
in
India
and
abroad,
such
as
Agoda
Company
Pte.
Ltd.,
Akbar
Travels,
Amazon
India
,
Booking.com
B.V.,
Cleartrip
Pvt.
Ltd.,
Carlson
Wagonlit
Travel,
Expedia
Southeast
Asia
Pte.
Ltd.,
Easy
Trip
Planners
Ltd,
Flipkart
Pvt.
Ltd.,
Le
Travenues
Technology
Pvt.
Ltd.
India,
MakeMyTrip
(India)
Pvt.
Ltd.
(including
Ibibo
Group),
One97
Communications
Limited,
Oravel
Stays
Pvt.
Ltd.,
Riya
Travel
and
Tours
(India)
Private
Limited
and
in
each
case
including
their
affiliated
and
group
entities.
Our
competitors
may
have
significantly
greater
financial,
marketing,
personnel
and
other
resources
than
we
have.
Factors
affecting
our
competitive
success
include
price,
availability
of
travel
products,
ability
to
package
travel
products
across
multiple
suppliers,
brand
recognition,
customer
service
and
customer
care,
fees
charged
to
customers,
ease
of
use,
accessibility,
reliability
and
innovation.
If
we
are
not
able
to
compete
effectively
against
our
competitors,
our
business
and
results
of
operations
may
be
adversely
affected.

Large,
established
Internet
search
engines
with
a
global
presence
and
meta-search
companies
who
can
aggregate
travel
search
results
compete
against
us
for
customers.
Certain
of
our
competitors
have
launched
brand
marketing
campaigns
to
increase
their
visibility
with
customers.
Some
of
our
competitors
have
significantly
greater
financial,
marketing,
personnel
and
other
resources
than
we
do
and
certain
of
our
competitors
have
a
longer
history
of
established
businesses
and
reputations
in
the
Indian
travel
market
as
compared
with
us.
Some
meta-search
sites,
including
TripAdvisor,
Trivago
and
Kayak,
offer
the
users
an
ability
to
make
reservations
directly
on
their
websites,
which
may
reduce
the
amount
of
traffic
and
transactions
available
to
us
through
referrals
from
these
sites.
If
additional
meta-search
sites
begin
to
offer
the
ability
to
make
reservations
directly,
that
will
further
affect
our
ability
to
generate
traffic
to
our
sites.
From
time
to
time,
we
may
be
required
to
reduce
service
fees
and
Net
Revenue
Margins
in
order
to
compete
effectively
and
maintain
or
gain
market
share.

Table
of
Contents

Airbnb
Inc.,
HomeAway.com,
Inc.
and
Oravel
Stays
Pvt.
Ltd.,
which
provide
home
and
apartment
rentals
as
an
alternative
to
hotel
rooms.
The
growth
of
peer-to-
peer
inventory
sources
could
affect
the
demand
for
our
services
in
facilitating
reservations
at
hotels.
We
cannot
assure
you
that
we
will
be
able
to
successfully
compete
against
existing
or
new
competitors
in
our
existing
lines
of
business
as
well
as
new
lines
of
business
into
which
we
may
venture.
If
we
are
not
able
to
compete
effectively,
our
business
and
results
of
operations
may
be
adversely
affected.

In
addition,
many
airlines,
hotels,
car
rental
companies
and
tour
operators
have
call
centers
and
have
established
their
own
travel
distribution
websites
and
mobile
applications.
Suppliers
may
offer
advantages
for
customers
to
book
directly,
such
as
member-only
fares,
bonus
miles
or
loyalty
points,
which
could
make
their
offerings
more
attractive
to
customers.
Some
low-cost
airlines
distribute
their
online
supply
exclusively
through
their
own
websites
and
other
airlines
have
stopped
providing
inventory
to
certain
online
channels
and
attempt
to
drive
customers
to
book
directly
on
their
websites
by
eliminating
or
limiting
sales
of
certain
airline
tickets
through
third-party
distributors.
Additionally,
airline
suppliers
are
increasingly
promoting
hotel
supply
on
their
websites
in
connection
with
airline
tickets.
If
we
are
unable
to
compete
effectively
with
travel
supplier-related
channels
or
other
competitors,
our
business
and
results
of
operations
may
be
adversely
affected.

We
also
face
increasing
competition
from
search
engines
like
Google,
Bing
and
Yahoo!.
Search
engines
have
grown
in
popularity
and
may
offer
comprehensive
travel
planning
or
shopping
capabilities,
which
may
drive
more
traffic
directly
to
the
websites
of
our
suppliers
or
competitors.
Google
has
increased
its
focus
on
appealing
to
travel
customers
through
its
launches
of
Google
Places,
Google
Flights
and
Google
Hotel
Price
Ads.
Google's
efforts
around
these
products,
as
well
as
possible
future
developments,
may
change
or
undermine
our
ability
to
obtain
prominent
placement
in
paid
or
unpaid
search
results
at
a
reasonable
cost
or
at
all.

There
can
be
no
assurance
that
we
will
be
able
to
compete
successfully
against
any
current
and
future
competitors
or
on
emerging
platforms
or
provide
differentiated
products
and
services
to
our
customer
base.
Increasing
competition
from
current
and
emerging
competitors,
the
introduction
of
new
technologies
and
the
continued
expansion
of
existing
technologies,
such
as
meta-search
and
other
search
engine
technologies,
may
force
us
to
make
changes
to
our
business
models,
which
could
affect
our
financial
condition
and
results
of
operations.
Increased
competition
has
resulted
in
and
may
continue
to
result
in
reduced
margins,
as
well
as
loss
of
customers,
transactions
and
brand
recognition.

The slowdown in Indian economic growth and other declines or disruptions in the Indian economy in general and travel industry in particular could adversely
affect our business and financial performance.

Substantially
all
of
our
operations
are
located
in
India
and,
therefore,
our
financial
performance
and
growth
are
necessarily
dependent
on
economic
conditions
prevalent
in
India.
The
Indian
economy
may
be
materially
and
adversely
affected
by
political
instability
or
regional
conflicts,
a
general
rise
in
interest
rates,
inflation,
taxation,
adverse
movement
in
foreign
exchange
rates
and
adverse
economic
conditions
occurring
elsewhere
in
the
world,
such
as
a
slowdown
in
economic
growth
in
China,
global
trade
wars,
the
repercussions
from
the
June
2016
United
Kingdom
referendum
to
withdraw
from
the
European
Union
and
other
matters.
The
Indian
economy
has
recently
experienced
a
slowdown
in
its
economic
growth.
The
Indian
economy
could
be
further
adversely
impacted
by
inflationary
pressures,
any
increase
or
volatility
in
oil
prices,
currency
depreciation,
the
poor
performance
of
its
large
agricultural
and
manufacturing
sectors,
trade
deficits,
initiatives
by
the
Indian
government
towards
demonetization
of
certain
Indian
currency
in
2016,
the
Indian
government's
implementation
of
a
comprehensive
nationwide
goods
and
services
tax,
or
GST
regime,
increases
in
tax
rates,
a
slowdown
in
lending
environment,
trade
wars
with
the
US
and
other
countries,
terrorist
attacks,
regional
conflicts,
natural
calamities
or
other
catastrophic
events
and
other
factors.
India
also
faces
major
challenges
in
sustaining
its
growth,
which
include
the
need
for
substantial
infrastructure
development
and
improving
access
to
healthcare
and
education.

Table
of
Contents

In
the
past,
economic
slowdowns
in
the
Indian
economy
may
have
harmed
the
travel
industry
as
customers
had
less
disposable
income
for
their
travels,
especially
holiday
travel.
If
there
is
a
slowdown
in
the
India's
economic
growth,
it
will
likely
have
a
material
adverse
effect
on
the
demand
for
the
travel
products
we
sell
and,
as
a
result,
on
our
financial
condition
and
results
of
operations.

If
the
growth
in
the
Indian
travel
industry
cannot
be
sustained
or
the
Indian
economy
as
a
whole
continues
to
experience
a
slowdown
in
growth,
our
business
and
results
of
operations
could
be
adversely
affected.

We are exposed to risks associated with Indian businesses, particularly those in the Indian travel industry, including bankruptcies, restructurings,
consolidations and alliances of its partners, the credit worthiness of these partners, and the possible obligation to make payments to our partners.

We
do
nearly
all
of
our
business
with
a
wide
variety
of
travel-related
companies
based
in
India,
including
airlines,
large
hotel
chains
and
others.
We
are
exposed
to
risks
associated
with
these
Indian
businesses,
including
bankruptcies,
restructurings,
consolidations
and
alliances
of
its
partners,
the
credit
worthiness
of
these
partners,
and
the
possible
obligation
to
make
payments
to
our
partners.
For
example,
the
Indian
airline
industry
in
recent
years
has
experienced
significant
losses
and
has
undergone
bankruptcies,
restructurings,
consolidations
and
other
similar
events.
Jet
Airways,
one
of
the
largest
private
airlines
in
the
India,
has
recently
ceased
operations
and
subsequently
been
referred
to
insolvency
proceedings,
which
has
reduced
the
number
of
domestic
and
international
flights
available
to
us
and
negatively
impacted
our
revenue.
The
insolvency
proceedings
of
Jet
Airways
may
make
doubtful
the
recovery
of
our
receivables
from
the
airline,
such
as
commissions,
productivity
linked
bonus,
tax
collected
at
source
and
refunds
for
cancelled
tickets.
The
Jet
Airways
bankruptcy
has
created,
and
any
future
bankruptcies
or
increased
consolidation
could
create,
challenges
for
our
relationships
with
airlines,
including
by
reducing
the
profitability
of
our
airline
ticketing
business.

Jet Airways, prior to its cessation of operations, and Air India have recently moved to a single GDS service provider platform; there can be no assurance that
other airline suppliers will not institute similar measures.

As
a
cost-savings
measure,
Jet
Airways,
prior
to
its
cessation
of
operations,
and
Air
India,
have
recently
discontinued
providing
domestic
reservation
inventory
to
multiple
GDS
platforms.
Air
India
now
uses
two
GDS
providers
for
its
entire
domestic
inventory
and,
beginning
in
2020,
is
expected
to
reduce
that
number
further
to
just
one
exclusive
GDS
provider
for
its
domestic
inventory.
As
a
result
of
these
changes,
which
we
refer
to
as
Reservation
Content
Movement,
our
access
to
ticket
inventory
through
the
GDS
providers
we
use
and
the
incentives
we
receive
from
such
GDS
providers
for
Jet
Airways
and
Air
Indian
ticketing
have
decreased.
Further,
due
to
Reservation
Content
Movement,
we
have
experienced
a
shortfall
in
our
Air
Ticketing
revenue
of
approximately
INR
65.2
million
for
the
fiscal
year
2019.
We
are
in
the
process
of
renegotiating
our
existing
GDS
contracts
and
there
can
be
no
assurance
that
we
will
be
able
to
conclude
them
on
favorable
terms
or
at
all.
There
can
be
no
assurance
that
other
major
partners
will
not
institute
such
cost-savings
measures,
or
other
measures
that
would
further
reduce
the
ticket
inventory
available
to
us.
Any
such
measures
by
major
partners
could
adversely
affect
our
business
and
results
of
operations.

The commission and other fees we receive from airline suppliers (including our GDS service providers) for the sale of air tickets may be reduced or eliminated,
and this could adversely affect our business and results of operations.

In
our
Air
Ticketing
business,
we
generate
revenue
through
commissions
and
incentive
payments
from
airline
suppliers,
service
fees
charged
to
our
customers
and
fees
from
our
GDS
service
providers.
We
have
recently
experienced
a
reduction
in
the
commissions
and
incentive
payments
we
receive
from
our
airline
suppliers
and
the
fees
we
are
able
to
generate
through
our
GDS
service
providers.
The
fees
we
are
able
to
generate
from
our
GDS
service
providers
have
recently
been
reduced
due
to
Jet

Table
of
Contents

Airways'
cessation
of
operations
and
Reservation
Content
Movement,
which
have
led
to
a
decrease
in
our
volume
of
sales
transacted
on
the
GDS
platforms.
As
a
result,
our
ability
to
meet
the
minimum
sales
volume
thresholds
required
by
our
GDS
service
providers
in
order
to
generate
revenue
have
been
negatively
impacted.
We
are
in
the
process
of
renegotiating
our
existing
GDS
contracts
and
there
can
be
no
assurance
that
we
will
be
able
to
conclude
them
on
favorable
terms
or
at
all.
To
the
extent
that,
in
the
future,
the
commissions
or
incentive
payments
our
airline
suppliers
pay
to
us
or
the
fees
we
generate
through
our
GDS
service
providers
are
further
reduced
or
eliminated,
our
revenue
may
be
further
reduced
unless
we
are
able
to
adequately
mitigate
such
reduction
by
increasing
the
service
fees
we
charge
to
our
customers
in
a
sustainable
manner.
Any
increase
in
service
fees,
to
mitigate
reductions
in
or
elimination
of
commissions
or
otherwise,
may
also
result
in
a
loss
of
potential
customers.
Further,
our
arrangements
with
the
airlines
that
supply
air
tickets
to
us
may
limit
the
amount
of
service
fees
that
we
are
able
to
charge
our
customers.
Our
business
would
also
be
negatively
impacted
if
competition
or
regulation
in
the
travel
industry
causes
us
to
reduce
or
eliminate
our
service
fees.

We depend on a small number of airline suppliers in India for a significant percentage of our Air Ticketing revenue.

Our
growth
strategy
is
heavily
dependent
on
the
continued
expansion
of
our
Air
Ticketing
business
and
our
airline
supplier
relationships.
We
currently
provide
our
customers
with
access
to
seven
domestic
airlines
as
well
as
over
400
international
airlines;
however,
a
substantial
portion
of
our
Air
Ticketing
revenue
is
represented
by
four
domestic
airlines.
Because
the
majority
of
the
domestic
Indian
air
travel
industry
is
concentrated
among
these
four
domestic
airlines,
any
adverse
market
developments
across
the
Indian
commercial
aviation
landscape,
particularly
among
the
most
dominant
domestic
airlines
(the
largest
Indian
airline
has
nearly
50%
of
the
domestic
market
share
as
of
June
2019),
are
more
likely
to
impact
our
business.
Our
dependence
on
a
limited
number
of
domestic
airlines
means
that
the
recent
reductions
or
eliminations
in
base
commissions
and
incentive
payments
by
these
airlines
have
had,
and
any
further
reductions
or
eliminations
in
such
commissions
and
payments
could
have,
a
material
adverse
effect
on
our
revenue.
Our
reliance
on
a
limited
number
of
Indian
airlines
exposes
us
to
the
risks
associated
with
the
domestic
airline
industry,
such
as
rising
fuel
costs,
high
taxes,
currency
depreciation
and
liquidity
constraints.
In
addition,
our
reliance
on
these
airlines
increases
their
bargaining
power
in
price
and
contract
negotiations,
and
further
consolidation
of
domestic
airline
suppliers
may
exacerbate
these
trends.
If
one
or
all
of
these
domestic
airlines
exert
significant
price
and
margin
pressure
on
us,
it
could
materially
and
adversely
affect
our
business,
financial
condition
and
results
of
operations.

Our business depends on our relationships with a broad range of travel suppliers, and any adverse changes in these relationships, or our inability to enter into
new relationships, could negatively affect our business and results of operations.

We
rely
significantly
on
our
relationships
with
airlines,
hotels,
railways,
bus
lines,
activity
vendors,
GDS
service
providers
and
other
travel
suppliers
to
enable
us
to
offer
our
customers
comprehensive
access
to
travel
services
and
products.
Adverse
changes
in
any
of
our
relationships
with
travel
suppliers,
or
the
inability
to
enter
into
new
relationships
with
travel
suppliers,
could
reduce
the
amount
of
inventory
that
we
may
be
able
to
offer.
Our
arrangements
with
travel
suppliers
are
not
typically
subject
to
long-term
commitments
and
may
not
remain
in
effect
on
current
or
similar
terms,
and
the
net
impact
of
future
pricing
options
may
adversely
impact
our
revenue.
Travel
suppliers
are
increasingly
focused
on
driving
online
demand
to
their
own
websites
and
may
cease
to
supply
us
with
the
same
level
of
access
to
travel
inventory
in
the
future.

A
significant
change
in
our
relationships
with
our
major
suppliers
for
a
sustained
period
of
time,
including
an
inability
by
any
travel
supplier
to
fulfill
their
payment
obligation
to
us
in
a
timely
manner

Table
of
Contents

or
a
supplier's
complete
withdrawal
of
inventory,
could
have
a
material
adverse
effect
on
our
business,
financial
condition
or
results
of
operations.
Furthermore,
no
assurance
can
be
given
that
our
travel
suppliers
will
not
further
reduce
or
eliminate
fees
or
commissions
or
attempt
to
charge
us
for
content,
terminate
our
contracts,
make
their
products
or
services
unavailable
to
us
as
part
of
exclusive
arrangements
with
our
competitors
or
default
on
or
dispute
their
payment
or
other
obligations
towards
us,
any
of
which
could
reduce
our
revenue
and
Net
Revenue
Margins
or
may
require
us
to
initiate
legal
or
arbitration
proceedings
to
enforce
their
contractual
payment
obligations,
which
may
adversely
affect
our
business
and
results
of
operations.

The travel industry is particularly sensitive to safety concerns, and terrorist attacks, regional conflicts, health concerns, natural calamities or other catastrophic
events could have a negative impact on the Indian travel industry and cause our business to suffer.

The
travel
industry
is
particularly
sensitive
to
safety
concerns,
such
as
terrorist
attacks,
regional
conflicts,
health
concerns,
natural
calamities
or
other
catastrophic
events.
Our
business
has
in
the
past
declined
and
may
in
the
future
decline
after
incidents,
such
as
those
described
below,
that
cause
travelers
to
be
concerned
about
their
safety.
Decreased
travel
expenditures
could
reduce
the
demand
for
our
services,
thereby
causing
a
reduction
in
revenue.

India
has
experienced
terror
attacks
in
the
past,
including
the
coordinated
attacks
in
2008
in
multiple
locations
in
Mumbai
and
a
terrorist
attack
on
security
forces
in
Jammu
and
Kashmir
in
2019,
and
may
experience
similar
attacks
in
the
future.
In
recent
years,
hotels,
airlines,
airports
and
cruises
have
been
the
targets
of
terrorist
attacks,
including
in
the
Gulf
of
Aden,
India,
Spain,
Egypt,
Russia,
Turkey,
Sri
Lanka,
France,
United
Kingdom
and
Belgium.
As
many
terrorist
attacks
tend
to
be
focused
on
tourists
or
tourist
destinations,
such
acts,
even
those
outside
of
India
or
other
neighboring
countries,
may
result
in
a
decline
in
the
travel
industry
and
adversely
impact
our
business
and
prospects.

In
addition,
South
Asia
has,
from
time
to
time,
experienced
instances
of
civil
unrest
and
hostilities
among
neighboring
countries,
including
between
India
and
Pakistan.
There
have
also
been
incidents
in
and
near
India
such
as
troop
mobilizations
along
the
border
and
terrorist
attacks.
Such
military
activity
or
other
adverse
social
and
political
events
in
India
in
the
future
could
adversely
affect
the
Indian
economy
by
disrupting
communications
and
making
travel
more
difficult.
Resulting
political
tensions
could
create
a
greater
perception
that
investments
in
Indian
companies
or
travel
to
affected
regions
involve
a
high
degree
of
risk
and
could
have
an
adverse
impact
on
our
business
and
the
price
of
our
Ordinary
Shares.
Recently
the
air
space
ban
over
Pakistan
for
flights
from
or
to
India
has
significantly
increased
flight
times
and
ticket
costs.
Furthermore,
if
India
were
to
become
engaged
in
armed
hostilities,
we
may
not
be
able
to
continue
our
operations.
The
occurrence
of
any
of
these
events
may
result
in
a
loss
of
business
confidence
and
have
an
adverse
effect
on
our
business
and
results
of
operations.

The
outbreak
of
severe
illnesses,
such
as
the
Ebola
virus,
Middle
East
Respiratory
Syndrome,
Severe
Acute
Respiratory
Syndrome,
malaria,
H1N1
influenza
virus,
avian
flu
and
the
Zika
virus,
could
materially
affect
the
travel
industry,
reduce
our
revenues
and
adversely
impact
travel
behavior,
particularly
if
they
were
to
persist
for
an
extended
period.

India
has
experienced
natural
calamities
such
as
earthquakes,
tsunamis,
floods
and
drought
in
past
years.
For
example,
the
state
of
Kerala
in
southern
India,
the
states
of
Assam,
Bihar
and
West
Bengal
in
eastern
India,
the
states
of
Jammu
and
Kashmir
in
northern
India,
and
the
state
of
Maharashtra
in
western
India
have
each
experienced
widespread
flooding
in
the
current
and
past
few
years.
Further,
tropical
cyclones
have
struck
southern
and
eastern
India
in
the
current
and
past
few
years,
resulting
in
torrential
rains
and
heavy
flooding.
The
extent
and
severity
of
these
natural
disasters
determines
their
impact
on
the
Indian
economy.
Substantially
all
of
our
operations
and
employees
are
located
in
India
and
there
can
be
no
assurance
that
we
will
not
be
affected
by
natural
disasters,
epidemics
or

Table
of
Contents

disruptions
in
the
future.
Furthermore,
if
any
of
these
natural
disasters
occur
in
tourist
destinations
in
India,
travel
to
and
within
India
could
be
adversely
affected,
which
could
have
an
adverse
impact
on
our
business
and
results
of
operations.

The
occurrence
of
any
of
these
events
could
result
in
changes
to
customers'
travel
plans
and
related
costs
and
lost
revenue
for
our
company,
as
well
as
the
risk
of
a
prolonged
and
substantial
decrease
in
travel
volume,
any
of
which
could
have
a
material
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.

Our business and financial results are subject to fluctuations in currency exchange rates.

Given
the
nature
of
our
business,
any
fluctuation
in
the
value
of
the
Indian
rupee
against
the
U.S.
dollar,
Euro,
British
pound
sterling
or
other
major
currencies
will
affect
customers'
travel
behavior
and,
therefore,
will
have
an
impact
on
our
results
of
operations.
For
example,
in
fiscal
year
2019,
the
drop
in
the
average
value
of
the
Indian
rupee
as
compared
to
the
U.S.
dollar
adversely
impacted
the
Indian
travel
industry
as
it
made
outbound
travel
for
Indian
consumers
more
expensive.
In
addition,
our
exposure
to
foreign
currency
risk
also
arises
in
respect
of
our
non-Indian
rupee-denominated
trade
and
other
receivables,
trade
and
other
payables,
and
cash
and
cash
equivalents.
We
currently
do
not
have
any
hedging
agreements
or
similar
arrangements
with
any
counter-party
to
cover
our
exposure
to
any
fluctuations
in
foreign
exchange
rates.

We have limited experience operating as a public company, and fulfilling our obligations as a U.S. reporting company may be expensive and time consuming.

As
a
U.S.
reporting
company,
we
incur
significant
legal,
accounting
and
other
expenses.
Prior
to
becoming
a
U.S.
reporting
company,
we
had
not
previously
been
required
to
prepare
or
file
periodic
and
other
reports
with
the
SEC
or
to
comply
with
the
other
requirements
of
U.S.
federal
securities
laws
applicable
to
public
companies.
We
have
not
previously
been
required
to
establish
and
maintain
disclosure
controls
and
procedures
such
as
Section
404
of
the
Sarbanes
Oxley
Act
of
2002,
or
Sarbanes-Oxley
Act,
and
internal
controls
over
financial
reporting
applicable
to
a
public
company
with
securities
registered
in
the
United
States.
Compliance
with
reporting
and
corporate
governance
obligations
from
which
foreign
private
issuers
are
not
exempt
may
require
members
of
our
management
and
our
finance
and
accounting
staff
to
divert
time
and
resources
from
other
responsibilities
to
ensuring
these
additional
regulatory
requirements
are
fulfilled
and
may
increase
our
legal,
insurance
and
financial
compliance
costs.
We
cannot
predict
or
estimate
the
amount
of
additional
costs
we
may
incur
or
the
timing
of
such
costs.
In
addition,
as
our
current
Chief
Financial
Officer
has
advised
us
of
his
intention
to
resign
from
his
position,
we
will
face
the
additional
challenge
of
seeking
an
appropriate
replacement
for
his
position
while
also
meeting
our
compliance
and
financial
reporting
obligations
as
a
public
company
in
his
absence.
If
we
fail
to
comply
with
any
significant
rule
or
requirement
associated
with
being
a
public
company,
such
failure
could
result
in
the
loss
of
investor
confidence
and
could
harm
our
reputation
and
cause
the
market
price
of
our
Ordinary
Shares
to
decline.

If we fail to establish and maintain proper and effective internal controls over financial reporting, our results of operations and our ability to operate our
business may be harmed.

We
are
subject
to
the
Sarbanes-Oxley
Act,
which
requires,
among
other
things,
that
we
establish
and
maintain
effective
internal
controls
over
financial
reporting
and
disclosure
controls
and
procedures.
Under
the
SEC's
current
rules,
starting
in
fiscal
year
2018
we
have
been
required
to
perform
system
and
process
evaluation
and
testing
of
our
internal
controls
over
financial
reporting
to
allow
management
to
assess
the
effectiveness
of
our
internal
controls.
However,
our
independent
registered
public
accounting
firm
is
not
required
to
attest
to
the
effectiveness
of
our
internal
control
over
financial
reporting
under
Section
404
of
the
Sarbanes-Oxley
Act
until
the
filing
of
our
Annual
Report
on
Form
20-F
following
the
date
on
which
we
are
no
longer
an
emerging
growth
company.

Table
of
Contents

Our
testing
may
reveal
deficiencies
in
our
internal
controls
that
are
deemed
to
be
material
weaknesses
or
significant
deficiencies
and
render
our
internal
controls
over
financial
reporting
ineffective.
We
expect
to
incur
additional
accounting
and
auditing
expenses
and
to
spend
significant
management
time
in
complying
with
these
requirements.
If
we
are
not
able
to
comply
with
these
requirements
in
a
timely
manner,
or
if
we
or
our
management
identifies
material
weaknesses
or
significant
deficiencies
in
our
internal
controls
over
financial
reporting
that
are
deemed
to
be
material
weaknesses,
or
if
our
independent
registered
public
accounting
firm
is
unable
to
express
an
opinion
as
to
the
effectiveness
of
our
internal
control
over
financial
reporting
when
required,
investors
may
lose
confidence
in
the
accuracy
and
completeness
of
our
financial
reports
and
the
market
price
of
our
Ordinary
Shares
may
decline,
and
we
may
be
subject
to
investigations
or
sanctions
by
the
SEC,
the
Financial
Industry
Regulatory
Authority,
Inc.
or
other
regulatory
authorities.
In
addition,
we
may
be
required
to
expend
significant
management
time
and
financial
resources
to
correct
any
material
weaknesses
that
may
be
identified
or
to
respond
to
any
regulatory
investigations
or
proceedings.

We rely on third-party systems and service providers, and any disruption or adverse change in their business may have a material adverse effect on our
business.

We
currently
rely
on
a
variety
of
third-party
systems,
service
providers
and
software
companies,
including
the
GDS
and
other
electronic
central
reservation
systems
used
by
airlines,
various
offline
and
online
channel
managing
systems
and
reservation
systems
used
by
hotels
and
accommodation
suppliers
and
aggregators,
systems
used
by
Indian
Railways,
and
systems
used
by
bus
and
car
operators
and
aggregators,
as
well
as
other
technologies
used
by
payment
gateway
providers.
In
particular,
we
rely
on
third
parties
to:

•

assist
in
conducting
searches
for
airfares
and
process
air
ticket
bookings;

process
hotel
reservations;

process
credit
card,
debit
card,
net
banking,
Unified
Payment
Interfaces
and
e-wallet
payments;

provide
computer
infrastructure
critical
to
our
business;
and

provide
customer
relationship
management,
or
CRM,
software
services.

These
third
parties
are
subject
to
general
business
risks,
including
system
downtime,
cybersecurity
breaches,
fraudulent
access,
natural
disasters,
the
outbreak
or
escalation
of
hostilities,
human
error
or
other
causes
leading
to
unexpected
business
interruptions.
Any
interruption
in
these
or
other
third-party
services
or
deterioration
in
their
performance
could
impair
the
quality
of
our
service.
For
example,
technical
glitches
in
third-party
systems
may
result
in
the
information
provided
by
us
to
our
customers,
such
as
the
availability
of
hotel
rooms
on
a
central
reservations
system
of
a
hotel
supplier,
to
not
be
accurate,
and
we
may
incur
monetary
and/or
reputational
loss
as
a
result.
Furthermore,
if
our
arrangements
with
any
of
these
third
parties
are
suspended,
terminated
or
no
longer
available
on
commercially
acceptable
terms,
we
may
not
be
able
to
find
an
alternate
source
of
support
on
a
timely
basis
and
on
commercially
reasonable
terms,
or
at
all.

Our
success
is
also
dependent
on
our
ability
to
maintain
our
relationships
with
these
third-party
systems
and
service
providers,
including
our
technology
partners.
In
the
event
our
arrangements
with
any
of
these
third
parties
are
impaired
or
terminated,
we
may
not
be
able
to
find
an
alternative
source
of
systems
support
on
a
timely
basis
or
on
commercially
reasonable
terms,
which
could
result
in
significant
additional
costs
or
disruptions
to
our
business.

Table
of
Contents

During the fiscal year 2019, we closed our physical retail sales locations, which could materially adversely impact our revenues from holiday packages sales
and our results of operations.

We
have
closed
our
physical
retail
sales
locations
as
part
of
our
strategy
to
cut
costs
and
improve
profitability.
We
have
already
experienced
some
decrease
in
sales
of
holiday
packages
due
to
the
closing
of
our
retail
sales
locations
and,
if
we
are
unable
to
realize
the
anticipated
benefits
from
our
efforts
to
improve
profitability,
a
continued
loss
of
sales
revenue
due
to
the
lack
of
physical
retail
locations
could
materially
adversely
impact
our
holiday
packages
business
and
our
results
of
operations.

We may not be able to adequately control and ensure the quality of travel products and services sourced from our travel suppliers. If there is any deterioration
in the quality of their performance, our customers may seek damages from us and not continue using our online platform.

As
we
increase
the
number
of
third-party
services
available
through
our
platform,
we
may
not
be
able
to
adequately
monitor
or
assure
the
quality
of
these
services,
and
increases
in
customer
dissatisfaction
may
adversely
impact
our
business.

In
2015,
we
launched
a
marketplace
platform
that
enables
us
to
sell
our
own
inventory
and
the
inventory
of
third-party
vendors
to
provide
travelers
a
wider
selection
of
products
and
services
on
a
single
platform.
This
platform
allows
third-party
suppliers
or
travel
services
to
manage
and
sell
products
and
services
on
yatra.com
directly
to
consumers.
We
may
not
be
able
to
adequately
monitor
these
third-party
vendors
to
ensure
that
they
provide
high-quality
travel
products
and
services
to
our
customers
on
a
consistent
basis.
Certain
travel
service
providers
may
lack
adequate
quality
control
for
their
travel
products
and
customer
service.
Similarly,
we
cannot
ensure
that
every
travel
service
provider
has
obtained,
and
duly
maintained,
all
of
the
licenses
and
permits
required
for
it
to
provide
travel
products
to
consumers.

The
actions
that
we
take
to
monitor
and
enhance
the
performance
of
our
travel
suppliers
may
be
inadequate
to
timely
discover
these
quality
issues.
There
may
be
customer
complaints
and
litigation
against
us
due
to
our
travel
suppliers'
failure
to
provide
satisfactory
travel
products
or
services.
If
our
travelers
are
dissatisfied
with
the
travel
products
and
services
provided
by
third-party
vendors
they
find
through
our
marketplace
platform,
they
may
reduce
their
use
of,
or
completely
forgo,
our
marketplace
platform
as
well
as
our
core
platform,
including
our
mobile
apps.
They
may
also
demand
refunds
of
their
payments
to
us
or
claim
compensation
from
us
for
damages
suffered
as
a
result
of
our
travel
suppliers'
performance
or
misconduct.
Increases
in
customer
dissatisfaction
with
third-party
vendors
could
damage
our
brand,
reduce
our
traffic
and
materially
and
adversely
affect
our
business
and
results
of
operations.

Failure to maintain the quality of customer services could harm our reputation and our ability to retain existing customers and attract new customers, which
may materially and adversely affect our business, financial condition and results of operations.

Our
business
is
significantly
affected
by
the
overall
size
of
our
customer
base,
which
in
turn
is
determined
by,
among
other
factors,
their
experience
with
our
customer
services.
As
such,
the
quality
of
customer
services
is
critical
to
retaining
our
existing
customers
and
attracting
new
customers.
If
we
fail
to
provide
quality
customer
services,
our
customers
may
be
less
inclined
to
book
travel
products
and
services
with
us
or
recommend
us
to
new
customers,
and
may
switch
to
our
competitors.
Failure
to
maintain
the
quality
of
customer
services
could
harm
our
reputation
and
our
ability
to
retain
existing
customers
and
attract
new
customers,
which
may
materially
and
adversely
affect
our
business,
financial
condition
and
results
of
operations.

Table
of
Contents

During the fiscal year 2019, we entered into outsourcing agreements with third parties for certain call center services for certain of our business operations.
Any disruption, interruption or deterioration in the services provided by these third parties may have an adverse effect on our business.

We
have
recently
entered
into
outsourcing
agreements
with
third
parties
to
provide
call
center
services
to
our
business.
If
these
third
parties
are
unable
to
perform
to
our
standards
or
to
provide
the
level
of
customer
service
expected
by
our
clients,
our
reputation
could
suffer,
which
could
potentially
result
in
a
loss
of
clients,
and
we
may
be
forced
to
pursue
alternatives
to
such
third
parties,
which
could
potentially
result
in
delays,
interruptions
or
additional
expenses.
In
addition,
our
third-party
service
providers
are
subject
to
general
business
risks,
including
system
downtime,
hacker
attack,
fraudulent
access,
natural
disaster,
human
error
or
other
causes
leading
to
unexpected
business
interruptions.
Any
deterioration
in
our
call
center
service
and
any
delays,
interruptions
or
expenses
we
experience
as
a
result
of
having
third
parties
provide
our
call
center
services
could
have
a
material
adverse
effect
on
our
business
or
results
of
operations.

Any failure to maintain the quality of our brand and reputation could have a material adverse effect on our business.

We
have
invested
considerable
time
and
resources
in
developing
and
promoting
our
"Yatra"
brand.
We
expect
to
continue
to
spend
on
maintaining
the
high
quality
of
our
brand
in
order
to
compete
against
a
large
and
growing
number
of
competitors.
We
also
believe
that
the
strength
of
our
brand
is
one
of
our
key
assets
that
will
allow
us
to
expand
into
new
geographies,
such
as
Tier
2
and
Tier
3
cities
in
India,
where
our
brand
is
not
as
well
known.
These
efforts
may
not
be
successful
and,
even
if
we
are
successful
in
our
branding
efforts,
such
efforts
may
not
be
cost-effective.
If
we
are
unable
to
maintain
or
enhance
consumer
awareness
of
our
brands
or
generate
demand
in
a
cost-effective
manner,
it
could
have
a
material
adverse
effect
on
our
business
and
financial
performance.

In
addition,
we
receive
significant
media
coverage
in
India
and
other
geographic
markets.
We
could
receive
unfavorable
publicity
regarding,
for
example,
our
practices
relating
to
personnel,
business,
operating,
accounting,
prospects,
business
ethics,
privacy
and
data
protection,
product
changes,
competitive
pressures,
the
accuracy
of
user-generated
content,
product
quality,
litigation
or
regulatory
activity.
Such
allegations
could
adversely
affect
our
reputation
with
our
users
and
advertisers.
Such
allegations,
directly
or
indirectly
against
us,
may
be
posted
in
internet
chat-rooms
or
on
blogs
or
any
website
by
anyone,
and
may
even
be
posted
on
an
anonymous
basis.
We
may
be
required
to
spend
significant
time
and
incur
substantial
costs
in
response
to
such
allegations
or
other
detrimental
conduct,
and
there
is
no
assurance
that
we
will
be
able
to
conclusively
refute
each
of
them
within
a
reasonable
period
of
time,
or
at
all.
Such
potential
negative
publicity
also
could
have
an
adverse
effect
on
the
size,
engagement
and
loyalty
of
our
user
base
and
result
in
decreased
revenue,
which
could
adversely
affect
our
business
and
results
of
operations.

We are exposed to the proceedings or claims arising from travel-related accidents or customer misconducts during their travels, the occurrence of which may
be beyond our control.

Accidents
are
a
leading
cause
of
mortality
and
morbidity
among
tourists.
We
are
exposed
to
risks
of
our
customers'
claims
arising
from
or
relating
to
travel-
related
accidents.
As
we
enter
into
transactions
with
our
customers
directly,
our
customers
typically
take
actions
against
us
for
the
damages
they
suffer
during
their
travels.
However,
such
accidents
may
result
from
the
negligence
or
misconduct
of
our
travel
suppliers
or
other
service
providers,
over
which
we
have
no
or
limited
control.
See
also
"—Risks
Related
to
Our
Business
and
Industry—We
may
not
be
able
to
adequately
control
and
ensure
the
quality
of
travel
products
and
services
sourced
from
our
travel
suppliers.
If
there
is
any
deterioration
in
the
quality
of
their
performance,
our
customers
may
seek
damages
from
us
and
not
continue
using
our
online
platform."
However,
there
is
no
assurance
that
such
insurance
or
indemnification
will
be
sufficient
to
cover
all
of
our
losses.
In
addition,
some
of
the
travel-related

Table
of
Contents

accidents
result
from
adventure
activities
undertaken
by
our
customers
during
their
travels,
such
as
scuba
diving,
white
water
rafting,
wind
surfing
and
skiing.
Furthermore,
we
may
be
affected
by
our
customer
misconduct
during
their
travels,
over
which
we
have
no
or
limited
control.
However,
such
accidents
and
misconduct,
even
if
not
resulting
from
our
or
our
travel
suppliers'
negligence
or
misconduct,
could
create
a
public
perception
that
we
are
less
reliable
than
our
competitors,
which
would
harm
our
reputation,
and
could
adversely
affect
our
business
and
results
of
operations.

We may be subject to legal or administrative proceedings regarding our travel products and services, information provided on our online platform or other
aspects of our business operations, which may be time-consuming to defend and affect our reputation.

From
time
to
time,
we
have
become
and
may
in
the
future
become
a
party
to
various
legal
or
administrative
proceedings
arising
in
the
ordinary
course
of
our
business,
including
breach
of
contract
claims,
anti-competition
claims
and
other
matters.
Such
proceedings
are
inherently
uncertain
and
their
results
cannot
be
predicted
with
certainty.
Regardless
of
the
outcome
and
merit
of
such
proceedings,
any
such
legal
action
could
have
an
adverse
impact
on
our
business
because
of
defense
costs,
negative
publicity,
diversion
of
management's
attention
and
other
factors.
In
addition,
it
is
possible
that
an
unfavorable
outcome
of
one
or
more
legal
or
administrative
proceedings,
whether
in
India
or
in
another
jurisdiction,
could
materially
and
adversely
affect
our
financial
position,
results
of
operations
or
cash
flows
in
a
particular
period
or
damage
our
reputation.
In
addition,
our
online
platform
contains
information
about
our
travel
products
and
services,
vacation
destinations
and
other
travel-related
topics.
It
is
possible
that
if
any
content
accessible
on
our
online
platform
contains
errors
or
false
or
misleading
information,
our
customers
may
take
actions
against
us.

We rely on assumptions and estimates to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and
negatively affect our business.

We
believe
that
certain
metrics
are
key
to
our
business,
including
travel
expenditures,
customers,
repeat
customers,
total
transaction
volume,
gross
bookings,
customer
traffic,
monthly
visitors,
app
downloads,
number
of
travel
agents
and
bookings.
As
the
industry
in
which
we
operate
continues
to
evolve,
the
metrics
by
which
we
evaluate
our
business
may
change
over
time.
While
these
numbers
are
based
on
what
we
believe
to
be
reasonable
estimates,
our
internal
tools
have
a
number
of
limitations
and
our
methodologies
for
tracking
these
metrics
may
change
over
time.
For
example,
a
single
person
may
have
multiple
accounts
or
browse
the
Internet
on
multiple
browsers
or
devices,
some
users
may
restrict
our
ability
to
accurately
identify
them
across
visits,
some
mobile
applications
automatically
contact
our
servers
for
regular
updates
with
no
user
action,
and
we
are
not
always
able
to
capture
user
information
on
all
of
our
platforms.
As
such,
the
calculations
of
our
traffic
and
monthly
visitors
may
not
accurately
reflect
the
number
of
people
actually
visiting
our
platforms.
Also,
if
the
internal
tools
we
use
to
track
these
metrics
under-count
or
over-count
performance
or
contain
algorithmic
or
other
technical
errors,
the
data
and/or
reports
we
generate
may
not
be
accurate.
In
addition,
historically,
certain
metrics
were
calculated
by
independent
third
parties,
and
have
not
been
verified
by
us.
We
calculate
metrics
using
internal
tools,
which
are
not
independently
verified
by
a
third
party.
In
addition,
we
continue
to
improve
upon
our
tools
and
methodologies
to
capture
data
and
believe
that
our
current
metrics
are
more
accurate;
however,
the
improvement
of
these
tools
and
methodologies
could
cause
inconsistencies
between
current
data
and
previously
reported
data,
which
could
confuse
investors
or
lead
to
questions
about
the
integrity
of
the
data.

The roll-out of new features, improvements and strategies may not meet our expectations.

We
are
constantly
working
to
improve
our
websites
and
mobile
applications
and
roll-out
new
features
to
improve
our
user
experience,
attract
new
users,
expand
our
market
reach
and
develop
new
sources
of
revenue.
However,
there
is
no
guarantee
that
these
initiatives
will
ultimately
be
successful

Table
of
Contents

and,
if
they
are
not,
our
business
and
results
of
operations
may
be
materially
adversely
affected.
For
example,
in
2014
we
launched
our
eCash
program
to
reward
customers
for
repeat
purchases.
Customers
accumulate
eCash
points
on
travel
booked
through
us,
and
these
points
work
as
a
currency
that
can
be
redeemed
by
customers
during
future
bookings.
This
program
may
not
have
the
positive
impact
on
total
transaction
volume
and
customer
retention
that
we
originally
anticipated.
For
example,
we
currently
expect
that
some
customers
who
book
business
travel
through
our
corporate
platform
will
receive
the
eCash
points
associated
with
that
travel.
However,
if
the
eCash
is
held
by
the
employer
rather
than
the
employee,
the
impact
of
this
initiative
may
not
be
as
significant
as
expected.
Even
if
we
are
able
to
successfully
adopt
new
features,
improvements
or
strategies,
the
impact
of
such
initiatives
may
take
longer
to
develop
than
we
expect
or
not
develop
at
all.
For
example,
we
have
moved
toward
a
"Mobile
First"
business
model.
However,
we
can
provide
no
assurance
that
we
will
not
experience
delays
or
disruptions
on
this
initiative
or
that,
the
market
opportunity
for
a
"Mobile
First"
business
will
not
have
changed
in
a
way
that
could
negatively
impact
our
"Mobile
First"
business,
our
efforts
to
attract
new
customers
and
our
results
of
operations.

The online homestay market is rapidly evolving and if we fail to compete successfully, our business and results of operations may suffer.

We
have
added
homestays
through
our
Yatra
and
Travelguru
websites.
The
online
homestay
market
is
an
evolving
market.
Since
we
began
offering
such
services,
there
have
been
and
continue
to
be
significant
business,
marketing
and
regulatory
developments.
Operating
in
new
and
relatively
untested
markets
requires
significant
management
attention
and
financial
resources.
We
cannot
provide
any
assurance
that
our
efforts
to
expand
in
this
market
will
be
successful,
and
the
investment
and
additional
resources
required
to
establish
operations
and
manage
growth
may
not
produce
the
desired
financial
results.

We may not be successful in pursuing strategic partnerships and acquisitions, and future partnerships and acquisitions may not bring us anticipated benefits.

Part
of
our
growth
strategy
is
the
pursuit
of
strategic
partnerships
and
acquisitions.
There
can
be
no
assurance
that
we
will
succeed
in
implementing
this
strategy
as
we
are
subject
to
many
factors
which
are
beyond
our
control,
including
our
ability
to
identify,
attract
and
successfully
execute
suitable
acquisition
opportunities
and
partnerships.
This
strategy
may
also
subject
us
to
uncertainties
and
risks,
including
acquisition
and
financing
costs,
potential
ongoing
and
unforeseen
or
hidden
liabilities,
diversion
of
management
resources
and
the
costs
of
integrating
acquired
businesses.
We
could
face
difficulties
integrating
the
technology
of
acquired
businesses
with
our
existing
technology,
and
employees
of
the
acquired
business
into
various
departments
and
ranks
in
our
company,
and
it
could
take
substantial
time
and
effort
to
integrate
the
business
processes
being
used
in
the
acquired
businesses
with
our
existing
business
processes.
Moreover,
there
is
no
assurance
that
such
partnerships
or
acquisitions
will
achieve
our
intended
objectives
or
enhance
our
business.
Any
such
failure
could
negatively
impact
our
ability
to
compete
in
the
travel
industry
and
have
a
material
adverse
effect
on
our
business
or
results
of
operations.

On
July
20,
2017,
we,
through
our
subsidiary
Yatra
Online
Private
Limited,
or
Yatra
India,
agreed
to
acquire
all
of
the
outstanding
shares
of
the
company
Air
Travel
Bureau
Private
Limited
(formerly
known
as
Air
Travel
Bureau
Limited),
or
ATB,
pursuant
to
a
Share
Purchase
Agreement,
or
ATB
Share
Purchase
Agreement,
by
and
among
Yatra
India,
ATB
and
the
sellers
party
thereto,
or
the
Sellers.
Pursuant
to
the
terms
of
the
ATB
Share
Purchase
Agreement,
we:
(a)
acquired
a
majority
of
the
outstanding
shares
of
ATB
on
August
4,
2017
in
exchange
for
a
payment
of
approximately
INR
510
million
and
(b)
agreed
to
acquire
the
balance
of
the
outstanding
shares
of
ATB
in
exchange
for
a
final
payment,
or
Final
Payment,
to
be
made
at
a
second
closing,
or
Second
Closing.
To
date
the
Second
Closing
has
not
occurred,
as
Yatra
India
and
the
Sellers
have
not
yet
agreed
on
the

Table
of
Contents

computation
for
the
Final
Payment.
A
criminal
complaint
has
been
filed,
and
arbitration
proceedings
have
commenced,
in
connection
with
a
dispute
between
one
of
the
Sellers
in
the
ATB
transaction
and
Yatra
India
and
certain
other
parties.
See
"—
There
can
be
no
assurance
that
our
acquisition
of
the
balance
of
ATB's
outstanding
shares
will
be
consummated
in
the
anticipated
timeframe,
on
the
terms
described
herein,
or
at
all,
or
that
we
will
be
able
to
successfully
integrate
any
assets
we
acquire
from
ATB,"
and
"Item
4.
Information
on
the
Company
—Business
Overview—Litigation—ATB
Arbitration."

On
February
8,
2019,
we,
through
our
subsidiary,
Yatra
India,
acquired
all
of
the
outstanding
shares
of
Travel.Co.In
Limited,
or
TCIL,
the
travel
business
of
PL
Worldways,
pursuant
to
a
Share
Purchase
Agreement
by
and
among
Yatra
Online
Private
Limited,
TCIL
and
the
sellers
party
thereto,
which
we
refer
to
as
the
TCIL
Share
Purchase
Agreement.

As
we
continue
to
integrate
ATB
and
TCIL
into
the
Yatra
portfolio,
there
may
be
unexpected
costs
and
difficulties
in
integrating
these
new
businesses
into
our
operations.

As we increase our sales efforts toward larger corporate customers and B2B2C travel agents, our sales cycle, customer support efforts and collection efforts
may become more time consuming and expensive.

In
recent
years,
we
have
increased
our
sales
efforts
toward
larger
corporate
customers,
including
leading
organizations
from
around
India.
The
TCIL
and
ATB
acquisitions
were
part
of
this
effort.
As
we
attempt
to
capitalize
on
this
investment
and
increase
our
sales
efforts
targeted
to
large
corporate
customers,
we
expect
to
face
greater
costs,
longer
sales
cycles
and
less
predictability
in
completing
some
of
our
sales.
Additionally,
we
may
face
challenges
integrating
the
disparate
sales
approaches
and
strategies
of
the
formerly
separate
ATB
and
Yatra
segments.
Furthermore,
if
a
prospective
corporate
customer's
decision
to
use
our
travel
services
is
an
enterprise-wide
decision,
these
sales
may
require
us
to
provide
greater
education
to
the
prospective
customer.
Consequently,
these
customers
may
require
us
to
devote
greater
sales,
implementation
and
customer
support
resources
to
them.

In
addition,
we
are
trying
to
increase
our
sales
efforts
to
the
B2B2C
(business
to
business
to
consumer)
segment
by
making
inroads
in
India's
large
and
fragmented
network
of
travel
agents.
We
are
currently
trying
to
make
inroads
to
this
market
via
organic
growth.
To
the
extent
that
we
cannot
help
these
travel
agents
provide
their
clients
with
time
and
money-saving
opportunities,
the
growth
in
this
segment
may
slow.
Slower
growth
in
this
segment
may
hinder
our
efforts
to
reach
customers
in
smaller
markets,
such
as
the
Tier
2
and
Tier
3
markets
in
India,
who
often
utilize
intermediaries
such
as
travel
agents
to
arrange
their
travel.

As
part
of
these
efforts
to
attract
corporate
and
B2B2C
travel
agents
and
retail
customers,
we
typically
extend
credit
periods
to
certain
segments
of
our
customer
base.
We
may
experience
difficulty
collecting
payment
fully
and
in
a
timely
manner
on
our
outstanding
accounts
receivable
from
our
customers.
As
a
result,
we
may
face
a
greater
risk
of
non-payment
of
our
accounts
receivable
and,
as
our
corporate
travel
business
and
B2B2C
travel
agents
business
grows
in
scale,
we
may
need
to
make
increased
provisions
for
doubtful
accounts.
We
cannot
provide
any
assurance
that
we
will
be
able
to
increase
our
corporate
customer
base
and
B2B2C
travel
agents,
and
our
sales
efforts
to
obtain
such
customers
may
become
time
consuming,
costly
and
harmful
to
our
business
and
results
of
operations.

Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our
ability to compete successfully and harm our results of operations or cause us to curtail or cease our operations.

We
believe
that
our
existing
cash
and
cash
equivalents
will
be
sufficient
to
fund
our
operations
to
a
potential
closing
of
the
Merger,
but
our
expenses
may
be
greater
than
forecasted,
the
closing
of
the
Merger
could
be
delayed,
and
we
may
need
to
raise
additional
funds
to
continue
our
operations.
The
covenants
in
the
Merger
Agreement
contain
certain
contractual
restrictions
on
the
conduct
of
our
business
that
will
impede
our
ability
to
issue
shares
of
our
share
capital
or
any
share
of
capital
stock
of

Table
of
Contents

our
subsidiaries,
to
issue
debt
capital
or
to
otherwise
raise
financing
in
excess
of
the
thresholds
set
forth
in
the
Merger
Agreement,
or
to
complete
certain
other
transactions
that
are
not
in
the
ordinary
course
of
business,
pending
completion
of
the
Merger,
absent
consent
from
Ebix.
In
the
event
that
we
do
obtain
such
consent
from
Ebix,
we
nevertheless
might
be
unable
to
obtain
additional
debt
or
equity
financing
on
favorable
terms,
or
at
all.
If
we
were
able
to
raise
additional
equity
financing,
our
shareholders
may
experience
significant
dilution
of
their
ownership
interests
and
the
value
of
our
Ordinary
Shares
could
decline.
If
we
were
to
engage
in
debt
financing,
we
may
be
required
to
accept
terms
that
restrict
our
ability
to
incur
additional
indebtedness,
force
us
to
maintain
specified
liquidity
or
other
ratios
or
restrict
our
ability
to
pay
dividends
or
make
acquisitions.
In
addition,
the
availability
of
funds
depends
in
significant
measure
on
capital
markets
and
liquidity
factors
over
which
we
exert
no
control.
In
light
of
periodic
uncertainty
in
the
capital
and
credit
markets,
we
can
provide
no
assurance
that
sufficient
financing
will
be
available
on
desirable
terms
or
at
all
to
fund
investments,
acquisitions,
stock
repurchases,
dividends,
debt
refinancing
or
other
corporate
needs,
or
that
our
counterparties
in
any
such
financings
would
honor
their
contractual
commitments.
If
we
need
additional
capital
and
cannot
raise
it
on
acceptable
terms,
or
at
all,
we
may
not
be
able
to
execute
on
our
growth
strategy,
which
could
reduce
our
ability
to
compete
successfully
and
harm
our
business
or
we
may
have
to
curtail
or
cease
our
operations.

Raising additional capital may cause dilution to our shareholders, restrict our operations or require us to relinquish substantial rights.

To
the
extent
that
we
raise
additional
capital
through
the
sale
of
equity
or
convertible
debt
securities,
your
ownership
interest
will
be
diluted,
and
the
terms
of
these
new
securities
may
include
liquidation
or
other
preferences
that
adversely
affect
your
rights
as
a
holder
of
our
Ordinary
Shares.
Debt
financing,
if
available
at
all,
may
involve
agreements
that
include
covenants
limiting
or
restricting
our
ability
to
take
specific
actions
such
as
incurring
additional
debt,
making
capital
expenditures,
or
declaring
dividends,
and
may
be
secured
by
all
or
a
portion
of
our
assets.
Further,
we
may
incur
substantial
costs
in
pursuing
future
capital
and/or
financing,
including
investment
banking
fees,
legal
fees,
accounting
fees,
printing
and
distribution
expenses
and
other
costs
and
such
efforts
may
divert
our
management
from
their
day-today
activities,
which
may
compromise
our
ability
to
develop
and
market
our
products.
We
may
also
be
required
to
recognize
non-
cash
expenses
in
connection
with
certain
securities
we
may
issue,
such
as
convertible
notes
and
warrants,
which
will
adversely
impact
our
financial
condition.

We could be negatively affected by changes in Internet search engine algorithms and dynamics, or search engine disintermediation.

We
rely
heavily
on
Internet
search
engines,
such
as
Google,
Bing
and
Yahoo!
India,
to
generate
traffic
to
our
websites,
principally
through
the
purchase
of
travel-related
keywords.
Search
engines,
including
Google,
frequently
update
and
change
the
logic
that
determines
the
placement
and
display
of
results
of
a
user's
search,
such
that
the
purchased
or
algorithmic
placement
of
links
to
our
websites
can
be
negatively
affected.
In
addition,
a
search
engine
could,
for
competitive
or
other
purposes,
alter
its
search
algorithms
or
results,
causing
our
websites
to
place
lower
in
search
query
results.
If
a
major
search
engine
changes
its
algorithms
in
a
manner
that
negatively
affects
the
search
engine
ranking
of
our
websites
or
those
of
our
partners,
or
if
competitive
dynamics
impact
the
cost
or
effectiveness
of
our
search
engine
optimization
or
search
engine
monetization
in
a
negative
manner,
our
business
and
financial
performance
would
be
adversely
affected,
potentially
to
a
material
extent.
Furthermore,
our
failure
to
successfully
manage
our
search
engine
optimization
and
search
engine
monetization
strategies
could
result
in
a
substantial
decrease
in
traffic
to
our
websites,
as
well
as
increased
costs
if
we
were
to
replace
free
traffic
with
paid
traffic.
In
addition,
to
the
extent
that
Google,
Yahoo!
India,
Bing
or
other
leading
search
or
metasearch
engines
in
India
disrupt
the
businesses
of
OTAs
or
travel
content
providers
by
offering
comprehensive
travel
planning
or
shopping
capabilities,
or
refer
those
leads
to

Table
of
Contents

suppliers
directly,
or
to
other
favored
partners,
there
could
be
a
material
adverse
impact
on
our
business.
To
the
extent
these
actions
have
a
negative
effect
on
our
search
traffic,
whether
on
desktop,
tablet
or
mobile
devices,
our
business
and
results
of
operations
could
be
adversely
affected.

Any inability or failure to adapt to technological developments, the evolving competitive landscape or industry trends could harm our business and
competitiveness.

We
depend
upon
the
use
of
sophisticated
information
technology
and
systems.
Our
competitiveness
and
future
results
depend
on
our
ability
to
maintain
and
make
timely
and
cost-effective
enhancements,
upgrades
and
additions
to
our
products,
services,
technologies
and
systems
in
response
to
new
technological
developments,
industry
standards
and
trends
and
customer
demands.
Adapting
to
new
technological
and
marketplace
developments
may
require
substantial
expenditures
and
lead
time
and
we
cannot
guarantee
that
projected
benefits
will
actually
materialize.
We
may
experience
difficulties
that
could
delay
or
prevent
the
successful
development,
marketing
and
implementation
of
enhancements,
upgrades
and
additions.
Moreover,
we
may
fail
to
maintain,
upgrade
or
introduce
new
products,
services,
technologies
and
systems
as
quickly
as
our
competitors
or
in
a
cost-effective
manner.
In
addition,
the
travel
industry
is
marked
by
continuous
innovation
and
the
development
of
new
products,
services
and
technologies.
As
a
result,
in
order
to
maintain
its
competitiveness,
we
must
continue
to
invest
significant
resources
to
continually
improve
the
speed,
accuracy
and
comprehensiveness
of
our
travel
offerings.
Changes
to
our
technology
platforms
or
increases
in
our
investments
in
technology
could
adversely
affect
our
results
of
operations.
If
we
face
material
delays
in
adapting
to
technological
developments,
our
customers
may
forego
the
use
of
our
services
in
favor
of
those
of
our
competitors.
Any
of
these
events
could
have
a
material
adverse
effect
on
our
business
and
results
of
operations.

Our success depends on maintaining the integrity of our systems and infrastructure, which may suffer from failures, capacity constraints, business
interruptions and forces outside of our control.

Our
business
relies
significantly
on
computer
systems
to
facilitate
and
process
transactions
and
we
have
experienced
rapid
growth
in
consumer
traffic
to
our
websites
and
through
our
mobile
apps.
However,
we
may
not
be
able
to
maintain
and
improve
the
efficiency,
reliability
and
integrity
of
our
systems.
Unexpected
increases
in
the
volume
of
our
business
could
exceed
system
capacity,
resulting
in
service
interruptions,
outages
and
delays.
Such
constraints
can
also
lead
to
the
deterioration
of
our
services
or
impair
our
ability
to
process
transactions.
System
interruptions
may
prevent
us
from
efficiently
providing
services
to
our
customers,
travel
suppliers
or
other
third
parties,
which
could
cause
damage
to
our
reputation
and
result
in
us
losing
customers
and
revenues
or
cause
us
to
incur
litigation
costs
and
liabilities.
Although
we
contractually
limit
our
liability
for
damages,
we
cannot
guarantee
that
we
will
not
be
subject
to
lawsuits
or
other
claims
for
compensation
from
our
customers
in
connection
with
such
outages
for
which
we
may
not
be
indemnified
or
compensated.

Our
systems
may
also
be
susceptible
to
external
damage
or
disruption.
Our
systems
could
be
damaged
or
disrupted
by
power,
hardware,
software
or
telecommunication
failures,
human
errors,
natural
events
including
floods,
hurricanes,
fires,
winter
storms,
earthquakes
and
tornadoes,
terrorism,
break-ins,
hostilities,
war
or
similar
events.
Computer
viruses,
denial
of
service
attacks,
physical
or
electronic
break-ins
and
similar
disruptions
affecting
the
Internet,
telecommunication
services
or
our
systems
could
cause
service
interruptions
or
the
loss
of
critical
data,
and
could
prevent
us
from
providing
timely
services.
Failure
to
efficiently
provide
services
to
customers
or
other
third
parties
could
cause
damage
to
our
reputation
and
result
in
the
loss
of
customers
and
revenues,
significant
recovery
costs
or
litigation
and
liabilities.
Moreover,
such
risks
might
increase
as
we
expand
our
business
and
as
the
tools
and
techniques
involved
become
more
sophisticated.
Disasters
affecting
our
facilities,
systems
or
personnel
might
be
expensive
to
remedy
and
could
significantly
diminish
our
reputation
and
our
brands,
and
we
may
not
have
adequate
insurance
to
cover
such
costs.

Table
of
Contents

Our use of open source software could adversely affect our ability to offer our products and services and subject us to possible litigation.

We
use
open
source
software
in
connection
with
our
development
of
technology
infrastructure.
From
time
to
time,
companies
that
use
open
source
software
have
faced
claims
challenging
the
use
of
open
source
software
and/or
compliance
with
open
source
license
terms.
We
could
be
subject
to
suits
by
parties
claiming
ownership
of
what
we
believe
to
be
open
source
software,
or
claiming
noncompliance
with
open
source
licensing
terms.
Some
open
source
licenses
require
users
who
distribute
software
containing
open
source
to
make
available
all
or
part
of
such
software,
which
in
some
circumstances
could
include
valuable
proprietary
code
of
the
user.
While
we
monitor
the
use
of
open
source
software
and
try
to
ensure
that
none
is
used
in
a
manner
that
would
require
us
to
disclose
our
proprietary
source
code
or
that
would
otherwise
breach
the
terms
of
an
open
source
agreement,
such
use
could
inadvertently
occur,
in
part
because
open
source
license
terms
are
often
ambiguous.
Any
requirement
to
disclose
our
proprietary
source
code
or
pay
damages
for
breach
of
contract
could
be
harmful
to
our
business,
results
of
operations
or
financial
condition,
and
could
help
our
competitors
develop
travel
products
and
services
that
are
similar
to
or
better
than
ours.

We are exposed to risks associated with the payments business, including online security and credit card fraud.

The
secure
transmission
of
confidential
information
over
the
Internet
is
essential
in
maintaining
customer
and
supplier
confidence
in
us.
Security
breaches,
whether
instigated
internally
or
externally
on
our
system
or
other
Internet-based
systems,
could
significantly
harm
our
business.
We
currently
require
customers
to
guarantee
their
transactions
with
their
credit
and
debit
cards,
payment
wallets,
etc.
We
rely
on
licensed
encryption
and
authentication
technology
to
effect
secure
transmission
of
confidential
customer
information,
including
credit
and
debit
card
numbers,
over
the
Internet.
However,
advances
in
technology
or
other
developments
could
result
in
a
compromise
or
breach
of
the
technology
that
we
use
to
protect
customer
and
transaction
data.
We
incur
substantial
expense
to
protect
against
and
remedy
security
breaches
and
their
consequences.
However,
our
security
measures
may
not
prevent
security
breaches
and
we
may
be
unsuccessful
in
or
incur
additional
costs
in
connection
with
implementing
a
remediation
plan
to
address
these
potential
exposures.

We
also
have
agreements
with
banks
and
certain
companies
that
process
customer
credit
and
debit
card
transactions
for
the
facilitation
of
customer
bookings
of
travel
services
from
us.
If
any
of
these
third
parties
experience
business
interruptions
or
otherwise
are
unable
to
provide
the
services
we
need,
or
if
they
increase
the
fees
associated
with
those
services,
we
will
be
adversely
impacted.
In
addition,
the
online
payment
gateway
for
certain
of
our
sales
made
through
our
mobile
platform
and
through
international
credit
and
debit
cards
are
secured
by
the
respective
card's
security
features
and
we
may
be
liable
for
credit
card
acceptance
on
our
websites.
We
may
also
be
subject
to
other
payment
disputes
with
our
customers
for
such
sales.
If
we
are
unable
to
combat
the
use
of
fraudulent
credit
and
debit
cards,
our
revenue
from
such
sales
would
be
susceptible
to
demands
from
the
relevant
banks
and
credit
and
debit
card
processing
companies,
and
our
results
of
operations
and
financial
condition
could
be
adversely
affected.

Our processing, storage, use and disclosure of customer data of our customers or visitors to our website could give rise to liabilities as a result of governmental
regulation, conflicting legal requirements, differing views of personal privacy rights or data security breaches.

In
the
processing
of
our
customer
transactions,
we
receive
and
store
a
large
volume
of
customer
information.
Such
information
is
increasingly
subject
to
legislation
and
regulations
in
various
jurisdictions
and
governments
are
increasingly
acting
to
protect
the
privacy
and
security
of
personal
information
that
is
collected,
processed
and
transmitted
in
or
from
the
governing
jurisdiction,
for
example,
the
recent
enactment
of
European
General
Data
Protection
Regulations.
We
could
be
adversely
affected
if
legislation
or
regulations
are
expanded
or
amended
to
require
changes
in
our

Table
of
Contents

business
practices
or
if
governing
jurisdictions
interpret
or
implement
their
legislation
or
regulations
in
ways
that
negatively
affect
our
business.
As
privacy
and
data
protection
become
more
sensitive
issues
in
India,
we
may
also
become
exposed
to
potential
liabilities.
For
example,
under
the
Indian
Information
Technology
Act,
2000,
as
amended,
we
are
subject
to
civil
liability
for
wrongful
loss
or
gain
arising
from
any
negligence
by
us
in
implementing
and
maintaining
reasonable
security
practices
and
procedures
with
respect
to
sensitive
personal
data
or
information
on
our
computer
systems,
networks,
databases
and
software.
India
has
also
implemented
privacy
laws,
including
the
Information
Technology
(Reasonable
Security
Practices
and
Procedures
and
Sensitive
Personal
Data
or
Information)
Rules,
2011,
which
impose
limitations
and
restrictions
on
the
collection,
use
and
disclosure
of
personal
information.
Any
liability
we
may
incur
for
violation
of
such
laws
and
regulations
and
related
costs
of
compliance
and
other
burdens
may
adversely
affect
our
business
and
results
of
operations.
In
addition,
in
2018,
India's
Ministry
of
Electronics
and
Information
Technology
invited
comments
on
a
draft
Personal
Data
Protection
bill
submitted
to
it
by
a
committee
of
experts
appointed
by
the
government.
This
bill
would
regulate
the
processing
of
personal
data.
If
this
or
similar
legislation
is
enacted,
it
may
affect
us
in
ways
that
we
are
currently
unable
to
predict.

We
cannot
guarantee
that
our
security
measures
will
prevent
data
breaches.
Companies
that
handle
such
information
have
also
been
subject
to
investigations,
lawsuits
and
adverse
publicity
due
to
allegedly
improper
disclosure
of
personally
identifiable
information.
Security
breaches
could
damage
our
reputation,
cause
interruptions
in
our
operations,
expose
us
to
a
risk
of
loss
or
litigation
and
possible
liability,
and
could
also
cause
customers
and
potential
customers
to
lose
confidence
in
the
security
of
our
transactions,
which
would
have
a
negative
effect
on
the
demand
for
our
services
and
products.
Moreover,
public
perception
concerning
security
and
privacy
on
the
Internet
could
adversely
affect
customers'
willingness
to
use
our
websites
or
mobile
applications.
A
publicized
breach
of
security
in
India
or
in
other
countries
in
which
we
have
operations,
even
if
it
only
affects
other
companies
conducting
business
over
the
Internet,
could
inhibit
the
growth
of
the
Internet
as
a
means
of
conducting
commercial
transactions,
and,
therefore,
our
business.

These
and
other
privacy
and
security
developments
that
are
difficult
to
anticipate
could
adversely
affect
our
business,
financial
condition
and
results
of
operations.

Intellectual property rights are important to our business and we cannot be sure that our intellectual property is protected from copying or use by others, and
we may be subject to third-party claims for intellectual property rights infringement.

Our
intellectual
property
rights
are
important
to
our
business.
We
rely
on
a
combination
of
copyright
and
trademark
laws,
trade
secrets,
confidentiality
procedures
and
contractual
provisions
to
protect
our
intellectual
property.
Our
websites
and
mobile
applications
rely
on
content
and
in-house
customizations
and
enhancements
of
third-party
technology,
much
of
which
is
not
subject
to
intellectual
property
protection.
We
protect
our
logos,
brand
name,
websites'
domain
names
and,
to
a
more
limited
extent,
our
content
by
relying
on
copyrights,
trademarks,
trade
secret
laws
and
confidentiality
agreements.
We
have
inter
alia
applied
for
trademark
registration
of
our
logos,
and
word
marks
for
yatra
and
yatra.com
in
India
and
such
applications
are
currently
pending
with
the
Registry
of
Trademarks.
We
have
filed
responses
to
objections
raised
by
the
Registry
of
Trademarks
to
certain
of
these
applications.
We
have
also
filed
oppositions
with
the
Registry
of
Trademarks
against
certain
trademarks
in
pursuance
of
the
protection
of
our
trademarks
and
initiated
legal
proceedings
in
the
appropriate
courts
of
law
for
enforcing
and
protecting
our
intellectual
property
rights.
Even
with
all
of
these
precautions,
there
can
be
no
assurance
that
our
intellectual
property
will
be
protected.
It
is
possible
for
someone
else
to
copy
or
otherwise
obtain
and
use
our
content,
techniques
and
technology
without
our
authorization
or
to
develop
similar
technology.
While
our
domain
names
cannot
be
copied,
another
party
could
create
an
alternative
domain
name
resembling
ours
that
could
be
passed
off
as
our
domain
name.

Table
of
Contents

Our
efforts
to
protect
our
intellectual
property
may
not
be
adequate.
Unauthorized
parties
may
infringe
upon
or
misappropriate
our
services
or
proprietary
information.
In
addition,
the
global
nature
of
the
Internet
makes
it
difficult
to
control
the
ultimate
destination
of
our
services.
The
misappropriation
or
duplication
of
our
intellectual
property
could
disrupt
our
ongoing
business,
distract
our
management
and
employees,
reduce
our
revenues
and
increase
our
expenses.
In
the
future,
litigation
may
be
necessary
to
enforce
our
intellectual
property
rights
or
to
determine
the
validity
and
scope
of
the
proprietary
rights
of
others.
Any
such
litigation
could
be
time
consuming
and
costly.

We
could
be
subject
to
intellectual
property
infringement
claims
as
the
number
of
our
competitors
grows
and
the
content
and
functionality
of
our
websites
or
other
service
offerings
overlap
with
competitive
offerings.
As
competition
in
our
industry
increases
and
the
functionality
of
technology
offerings
further
overlaps,
such
claims
and
counterclaims
could
increase.
There
can
be
no
assurance
that
we
have
not
or
will
not
inadvertently
infringe
on
the
intellectual
property
rights
of
third
parties.
Our
defenses
against
these
claims,
even
if
not
meritorious,
could
be
expensive
and
divert
management's
attention
from
operating
our
business.
If
we
become
liable
to
third
parties
for
infringing
their
intellectual
property
rights,
we
could
be
required
to
pay
a
substantial
award
as
damage
and
forced
to
develop
non-
infringing
technology,
obtain
a
license
or
cease
using
the
applications
that
contain
the
infringing
technology.
We
may
be
unable
to
develop
non-infringing
technology
or
obtain
a
license
on
commercially
reasonable
terms
or
at
all.

Our quarterly results may fluctuate for a variety of reasons, including the seasonality in the leisure travel industry, and may not fully reflect the underlying
performance of our business.

Our
quarterly
operating
results
may
vary
significantly
in
the
future,
and
period-to-period
comparisons
of
its
operating
results
may
not
be
meaningful.
Additionally,
our
growth
may
mask
the
seasonality
of
our
business.
Accordingly,
the
results
of
any
one
quarter
should
not
be
relied
upon
as
an
indication
of
future
performance.
Our
quarterly
financial
results
may
fluctuate
as
a
result
of
a
variety
of
factors,
many
of
which
are
outside
of
our
control
and,
as
a
result,
may
not
fully
reflect
the
underlying
performance
of
our
business.
For
example,
we
tend
to
experience
higher
revenue
from
our
Hotels
and
Packages
business
in
the
second
and
fourth
calendar
quarters
of
each
year,
which
coincide
with
the
summer
holiday
travel
season
and
the
year-end
holiday
travel
season
for
our
customers
in
India
and
other
markets.
In
our
Air
Ticketing
business,
we
may
have
higher
revenues
in
a
particular
quarter
arising
out
of
periodic
discounted
sales
of
tickets
by
our
suppliers.
Other
factors
that
may
cause
fluctuations
in
our
quarterly
financial
results
include,
but
are
not
limited
to:

•

foreign
exchange
rates;

our
ability
to
attract
new
customers
and
cross-sell
to
existing
customers;

the
amount
and
timing
of
operating
expenses
related
to
the
maintenance
and
expansion
of
our
business,
operations
and
infrastructure;

general
economic,
industry
and
market
conditions;

changes
in
our
pricing
policies
or
those
of
our
competitors
and
suppliers;
and

the
timing
and
success
of
new
services
and
service
introductions
by
us
and
our
competitors
or
any
other
change
in
the
competitive
dynamics
of
the
Indian
travel
industry,
including
consolidation
among
competitors,
customers
or
strategic
partners.

Fluctuations
in
quarterly
results
may
negatively
impact
the
value
of
our
Ordinary
Shares
and
make
quarter-to-quarter
comparisons
of
our
results
less
meaningful.

Table
of
Contents

We may need to make additional investments in the event of any slowdowns or disruptions in ongoing efforts to upgrade Internet infrastructure in India.

The
majority
of
our
bookings
are
made
through
our
Indian
website
and
mobile
offerings.
According
to
Internet
World
Stats,
India
had
560
million
Internet
users
as
of
June
2019.
There
can
be
no
assurance
that
Internet
penetration
in
India
will
increase
in
the
future,
as
slowdowns
or
disruptions
in
upgrading
efforts
for
infrastructure
in
India
could
reduce
the
rate
of
increase
in
the
use
of
the
Internet.
As
such,
we
may
need
to
make
additional
investments
in
alternative
distribution
channels.
Further,
any
slowdown
or
negative
deviation
in
the
anticipated
increase
in
Internet
penetration
in
India
may
adversely
affect
our
business
and
results
of
operations.

Our large shareholders exercise significant influence over our company and may have interests that are different from those of our other shareholders.

As
of
July
16,
2019,
MIHI
LLC,
Macquarie
Corporate
Holdings
Pty
Limited,
Apple
Orange
LLC,
Noyac
Path
LLC,
Periscope,
LLC,
Terrapin
Partners
Employee
Partnership
3,
LLC
and
Terrapin
Partners
Green
Employee
Partnership,
LLC
(collectively,
the
Terrapin
Sponsors)
and
certain
of
their
affiliated
entities
(including
Nathan
Leight),
Network
18
Media
&
Investments
Limited,
Reliance
Infrastructure
Limited,
RCH
Ltd.,
entities
affiliated
with
Vincent
C.
Smith,
entities
affiliated
with
Norwest
Venture
Partners,
and
entities
and
people
affiliated
with
Altai
Capital
Management,
LLC
beneficially
own
approximately
48.73%
of
the
issued
and
outstanding
shares
of
our
company
company,
assuming
the
conversion
into
Ordinary
Shares
of
all
(i)
Yatra
USA
Class
F
Shares,
(ii)
Class
A
non-voting
shares
and
(iii)
other
convertible
shares
held
at
the
subsidiary
level
that
are
convertible
into
our
Ordinary
Shares
and
held
by
such
parties
(or
approximately
68.04%
of
the
shares
of
our
company,
assuming
such
conversion
and
the
exercise
or
conversion
of
all
of
our
outstanding
warrants),
based
on
information
known
to
us
or
ascertained
by
us
from
public
filings
made
by
such
shareholders.
By
virtue
of
such
significant
shareholdings,
these
shareholders
have
the
ability
to
exercise
significant
influence
over
our
company
and
our
affairs
and
business,
including
the
election
of
directors,
the
timing
and
payment
of
dividends,
the
adoption
and
amendments
to
our
memorandum
and
articles
of
association,
the
approval
of
a
merger
or
sale
of
substantially
all
of
our
assets
and
the
approval
of
most
other
actions
requiring
the
approval
of
our
shareholders.
The
interests
of
these
shareholders
may
be
different
from
or
conflict
with
the
interests
of
our
other
shareholders
and
their
influence
may
result
in
the
delay
or
prevention
of
a
change
of
management
or
control
of
our
company,
even
if
such
a
transaction
may
be
beneficial
to
our
other
shareholders.

The loss of one or more of our key personnel could harm our business.

Our
future
success
depends
upon
the
continued
contributions
of
our
senior
corporate
management
and
other
key
employees.
In
particular,
the
contributions
of
our
Chief
Executive
Officer
and
Chief
Financial
Officer
are
critical
to
our
overall
management.
We
have
entered
into
employment
agreements
with
these
individuals
as
well
as
other
members
of
senior
management,
which
contain
non-compete
provisions
that
extend
for
18
months
following
the
termination
of
such
executive
officer's
employment.
However,
these
agreements
do
not
prohibit
members
of
our
senior
management
from
resigning.
For
example,
our
current
Chief
Financial
Officer,
has
advised
us
of
his
intention
to
resign
from
his
position
effective
mid-October
2019.
The
loss
of
our
Chief
Financial
Officer
or
any
other
member
of
our
senior
corporate
management
team,
and
any
subsequent
failure
to
identify
and
hire
appropriate
successors,
could
have
a
material
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.

Our ability to attract, train and retain qualified employees is critical to our business and results of operations.

Our
business
and
future
success
depends,
to
a
significant
extent,
on
our
ability
to
attract
and
train
new
employees
and
to
retain
and
motivate
our
existing
employees.
Competition
remains
intense
for
well-qualified
employees
in
certain
aspects
of
our
business,
including
software
engineers,
developers,

Table
of
Contents

product
management
and
development
personnel
with
expertise
in
the
online
travel
or
search
industry.
Our
industry
is
characterized
by
high
demand
and
intense
competition
for
talent.
We
may
be
required
to
increase
our
levels
of
employee
compensation
more
rapidly
than
in
the
past
to
remain
competitive
in
attracting
the
quality
of
employees
that
our
business
requires.
If
we
do
not
succeed
in
attracting
well-qualified
employees
or
retaining
or
motivating
existing
employees,
our
business
and
results
of
operations
could
be
adversely
affected.

Inaccurate information from suppliers of hotel room inventory may lead to customer complaints.

Our
customers
that
purchase
hotel
room
inventory
online
through
our
websites
may
rely
on
the
description
of
the
accommodation
presented
on
such
websites
to
ascertain
the
quality
of
amenities
and
services
provided
at
the
relevant
accommodation.
We
receive
information
utilized
in
the
accommodation
description
on
our
websites
directly
from
the
accommodation
providers,
aggregators
or
channel
managers.
To
the
extent
that
the
information
presented
on
our
websites
does
not
reflect
the
actual
quality
of
amenities
and
services
at
the
accommodation,
we
may
face
customer
complaints
that
may
have
an
adverse
effect
on
our
reputation
and
the
likelihood
of
repeat
customers,
which
in
turn
may
adversely
affect
our
business
and
results
of
operations.

There can be no assurance that our acquisition of the balance of ATB's outstanding shares will be consummated in the anticipated timeframe, on the terms
described herein, or at all, or that we will be able to successfully integrate any assets we acquire from ATB.

On
July
20,
2017,
we,
through
our
subsidiary
Yatra
India,
agreed
to
acquire
all
of
the
outstanding
shares
of
ATB.
Pursuant
to
the
terms
of
the
ATB
Share
Purchase
Agreement,
we:
(a)
acquired
a
majority
of
the
outstanding
shares
of
ATB
on
August
4,
2017
in
exchange
for
a
payment
of
approximately
INR
510
million
and
(b)
agreed
to
acquire
the
balance
of
the
outstanding
shares
of
ATB
in
exchange
for
a
Final
Payment
to
be
made
at
a
Second
Closing.
Our
previously
anticipated
timing
for
the
Second
Closing
of
the
ATB
acquisition
has
been
delayed
substantially.
In
addition,
the
amount
of
the
total
purchase
price
is
subject
to
continued
negotiation
between
us
and
the
other
parties
to
the
ATB
Share
Purchase
Agreement
and
such
amount
must
be
agreed
before
the
Second
Closing
of
the
ATB
acquisition
can
occur.
There
can
be
no
assurances
that
the
parties
will
come
to
an
agreement
on
this
amount
or
that
we
will
ultimately
consummate
the
purchase
of
ATB's
remaining
outstanding
shares
on
the
terms
or
within
the
timeframe
previously
contemplated,
or
at
all.
Furthermore,
we
anticipate
that
the
acquisition
of
the
remaining
outstanding
ATB
shares
will
be
financed
through
a
combination
of
cash
on
hand
and
additional
financing.
However,
we
cannot
assure
you
that
any
such
financing
that
we
may
require
to
complete
the
acquisition
of
ATB's
outstanding
shares
will
be
available
on
terms
acceptable
to
us,
or
at
all.

Additionally,
on
June
4,
2019,
the
EOW
of
the
Delhi
Police
registered
a
First
Information
Report
to
initiate
an
investigation
of
a
criminal
Complaint
previously
filed
with
the
EOW
by
Mr.
Sunil
Narain,
or
Complainant,
one
of
the
Sellers.
The
Complaint,
which
the
EOW
is
currently
investigating,
alleged,
among
other
things,
cheating
and
criminal
breach
of
trust
in
connection
with
Yatra
India's
performance
of
its
obligations
under
the
ATB
Share
Purchase
Agreement.
Separately,
on
May
30,
2019,
Yatra
India
filed
a
petition
with
the
High
Court
of
Delhi
seeking,
among
other
things,
interim
relief
against
the
Complainant.
Based
on
the
petition,
on
May
31,
2019,
the
High
Court
of
Delhi
issued
an
order
granting
certain
interim
relief
to
Yatra
India
referring
the
matter
to
arbitration
and
also
appointing
an
arbitrator.
The
arbitration
proceedings
in
the
matter
have
commenced
accordingly.
See
"Item
4.
Information
on
the
Company
—Business
Overview
—Litigation—ATB
Arbitration."

There
can
be
no
assurance
that
the
EOW
will
not
pursue
further
action
in
connection
with
the
Complaint.
Further,
there
can
be
no
assurances
that
the
arbitrator
will
issue
a
decision
that
is
favorable
to
Yatra
India
or
us.
Failure
to
complete
the
acquisition
of
ATB's
remaining
outstanding
shares
would
prevent
us
from
realizing
in
full
the
anticipated
benefits
of
the
ATB
Share
Purchase
Agreement.
In

Table
of
Contents

addition,
the
market
price
of
the
Company's
Ordinary
Shares
may
reflect
various
market
assumptions
as
to
whether
the
Company
will
complete
the
acquisition
of
ATB's
remaining
outstanding
shares.
Any
continued
delay
or
failure
to
complete
the
acquisition
of
ATB's
remaining
outstanding
shares,
or
any
adverse
development
in
connection
with
the
pending
investigation
of
the
Complaint,
may
negatively
affect
the
Company's
business
and
results
of
operations.
In
addition,
if
we
are
successful
in
completing
our
acquisition
of
ATB's
remaining
outstanding
shares,
there
can
be
no
assurances
that
we
will
realize
the
full
anticipated
benefits
that
we,
our
investors
or
securities
analysts
anticipate.

We may fail to realize all of the anticipated benefits of our ATB and TCIL acquisitions.

The
success
of
our
acquisitions
of
ATB
and
TCIL
will
depend,
in
large
part,
on
our
ability
to
successfully
integrate
ATB's
and
TCIL's
technologies,
operations
and
systems,
which
may
be
a
complex,
costly
and
time-consuming
process.
We
may
face
additional
integration
challenges
including:

•

difficulties
in
achieving
anticipated
cost
savings,
synergies,
business
opportunities
and
growth
prospects
from
the
acquisition;

difficulties
in
conforming
standards,
controls,
procedures
and
accounting
and
other
policies,
business
cultures
and
compensation
structures;

difficulties
in
the
assimilation
of
employees;
and

difficulties
in
managing
the
expanded
operations
of
a
significantly
larger
company.

Any
one
of
these
factors
could
result
in
increased
costs,
decreases
in
the
amount
of
expected
revenues
and
diversion
of
management's
time
and
energy,
which
could
adversely
affect
our
business,
financial
condition
and
results
of
operations
and
result
in
us
becoming
subject
to
litigation.
In
addition,
even
if
ATB
and/or
TCIL
are
integrated
successfully,
the
full
anticipated
benefits
of
these
acquisitions
may
not
be
realized,
including
the
synergies,
cost
savings
or
sales
or
growth
opportunities
that
are
anticipated.
These
benefits
may
not
be
achieved
within
the
anticipated
time
frame,
or
at
all.
Further,
additional
unanticipated
costs
may
be
incurred
in
the
integration
process.
All
of
these
factors
could
cause
reductions
in
our
revenues,
earnings,
earnings
per
share,
decrease
or
delay
the
expected
accretive
effect
of
the
acquisition
and
negatively
impact
the
price
of
our
Ordinary
Shares.
As
a
result,
it
cannot
be
assured
that
our
acquisitions
of
ATB
and/or
TCIL
will
result
in
the
realization
of
the
full
anticipated
benefits.

We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our
financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

We
may
be
required
to
take
write-down
or
write-offs
of
assets,
restructure
our
operations,
or
incur
impairment
or
other
charges
that
could
result
in
reporting
losses.
Even
though
these
charges
may
be
non-cash
items
and
not
have
an
immediate
impact
on
our
liquidity,
the
fact
that
charges
of
this
nature
are
reported
could
contribute
to
negative
market
perceptions
about
our
company
or
our
securities.
In
addition,
charges
of
this
nature
may
cause
our
company
to
violate
net
worth
or
other
covenants
to
which
we
may
become
subject.
Accordingly,
our
shareholders
could
suffer
a
reduction
in
the
value
of
their
securities.
Such
shareholders
are
unlikely
to
have
a
remedy
for
such
reduction
in
value
unless
they
are
able
to
successfully
claim
that
the
reduction
was
due
to
the
breach
by
our
officers
or
directors
of
a
duty
of
care
or
other
fiduciary
duty
owed
to
them,
or
if
they
are
able
to
successfully
bring
a
private
claim
under
securities
laws
that
this
Annual
Report
contained
an
actionable
material
misstatement
or
material
omission.

Table
of
Contents

The Internal Revenue Service, or IRS, may not agree to treat us as a foreign corporation for U.S. federal income tax purposes.

Although
we
are
incorporated
in
the
Cayman
Islands,
the
IRS
may
assert
that
we
should
be
treated
as
a
U.S.
corporation
(and,
therefore,
a
U.S.
tax
resident)
for
U.S.
federal
income
tax
purposes
pursuant
to
Section
7874
of
the
Internal
Revenue
Code
of
1986,
as
amended,
or
the
Code.
For
U.S.
federal
income
tax
purposes,
a
corporation
generally
is
considered
a
tax
resident
in
the
jurisdiction
of
its
organization
or
incorporation.
Because
we
are
a
Cayman
Islands
incorporated
entity,
we
would
generally
be
classified
as
a
foreign
corporation
(and,
therefore,
a
non-U.S.
tax
resident)
under
these
rules.
Section
7874
of
the
Code
provides
an
exception
under
which
a
foreign
incorporated
entity
may,
in
certain
circumstances,
be
treated
as
a
U.S.
corporation
for
U.S.
federal
income
tax
purposes.

For
our
company
to
be
treated
as
a
foreign
corporation
for
U.S.
federal
income
tax
purposes
under
Section
7874
of
the
Code,
immediately
after
the
Business
Combination,
either
(i)
the
former
stockholders
of
Terrapin
must
have
owned
(within
the
meaning
of
Section
7874
of
the
Code)
less
than
80%
(by
both
vote
and
value)
of
our
Ordinary
Shares
by
reason
of
holding
shares
in
Terrapin
immediately
prior
to
the
Business
Combination,
or
(ii)
we
must
have
substantial
business
activities
in
the
Cayman
Islands
(taking
into
account
the
activities
of
our
expanded
affiliated
group).

Based
on
the
rules
for
determining
share
ownership
under
Section
7874
of
the
Code,
we
believe
that
the
shareholders
of
Terrapin
should
be
treated
as
having
owned
less
than
80%
of
our
Ordinary
Shares
after
the
Business
Combination
and
that,
therefore,
we
should
be
treated
as
a
foreign
corporation
for
U.S.
federal
income
tax
purposes,
although
no
assurances
can
be
given
in
this
regard.
If
we
were
to
be
treated
as
a
U.S.
corporation,
income
we
earned
would
become
subject
to
U.S.
taxation,
and
the
gross
amount
of
any
dividend
payments
to
our
non-U.S.
shareholders
could
be
subject
to
30%
U.S.
withholding
tax,
depending
on
the
application
of
any
income
tax
treaty
that
might
apply
to
reduce
such
withholding
tax.

Future changes to the tax laws under which we should be treated as a foreign corporation for U.S. federal income tax purposes and changes in other tax laws
relating to multinational corporations could adversely affect us.

Under
current
law,
as
noted
above,
we
should
be
treated
as
a
foreign
corporation
for
U.S.
federal
income
tax
purposes.
Changes
to
Section
7874
of
the
Code
or
the
U.S.
Treasury
regulations
promulgated
thereunder
or
future
IRS
guidance
could
affect
our
status
as
a
foreign
corporation
for
U.S.
federal
income
tax
purposes,
and
any
such
changes
or
future
IRS
guidance
could
have
prospective
or
retroactive
application.
Any
of
these
changes
to
such
laws
or
regulations,
or
future
IRS
guidance,
could
adversely
affect
our
company.

If we were treated as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in our Ordinary Shares could be subject to
adverse U.S. federal income tax consequences.

For
U.S.
federal
income
tax
purposes,
a
foreign
corporation
is
classified
as
a
passive
foreign
investment
company,
or
PFIC,
for
any
taxable
year
if
either
(i)
75%
or
more
of
its
gross
income
for
such
taxable
year
is
"passive
income"
(as
defined
for
such
purposes)
or
(ii)
50%
or
more
of
the
value
of
the
assets
held
by
such
corporation
(based
on
an
average
of
the
quarterly
values
of
the
assets)
during
such
taxable
year
is
attributable
to
assets
that
produce
passive
income
or
that
are
held
for
the
production
of
passive
income.

As
discussed
in
"Material
U.S.
Federal
Income
Tax
Consequences,"
it
is
not
expected
that
we
will
be
a
PFIC
for
the
current
taxable
year,
and
it
is
not
anticipated
that
we
will
become
a
PFIC
in
the
foreseeable
future;
however,
no
assurances
can
be
offered
in
this
regard.
The
tests
for
determining
PFIC
status
are
applied
annually
after
the
close
of
the
taxable
year.
It
is
difficult
to
accurately
predict
future
income
and
assets
relevant
to
this
determination
and
no
ruling
from
the
IRS
or
opinion
of

Table
of
Contents

counsel
has
been
or
will
be
sought
with
respect
to
PFIC
status.
Whether
we
are
a
PFIC
will
depend
on
the
particular
facts
and
circumstances
(such
as
the
valuation
of
assets,
including
goodwill
and
other
intangible
assets)
and
may
also
be
affected
by
differing
interpretations
of
the
PFIC
rules.
Accordingly,
there
can
be
no
assurance
that
we
are
not
a
PFIC,
or
will
not
become
a
PFIC
in
the
future.

The expansion of our business to new geographic markets may expose us to additional risks.

Our
comprehensive
travel-related
offerings
are
customized
to
the
Indian
travel
market.
If
in
the
future
we
determine
to
significantly
expand
outside
of
India,
we
will
need
to
adjust
our
services
and
business
model
to
the
unique
circumstances
of
those
new
geographic
markets
in
order
to
succeed,
including
building
new
supplier
relationships
and
customer
preferences.
Adapting
our
practices
and
models
effectively
to
the
supplier
and
customer
preferences
in
new
markets
could
be
difficult
and
costly
and
could
divert
management
and
personnel
resources.
We
cannot
assure
you
that
we
will
be
able
to
efficiently
or
effectively
manage
the
growth
of
our
operations
in
new
markets.

In
addition,
we
may
expose
ourselves
to
new
risks
that
may
not
exist
in
our
Indian
operations,
including:

•

differences
and
unexpected
changes
in
regulatory
requirements
and
exposure
to
local
economic
conditions;

differences
in
consumer
preferences
in
such
markets;

increased
risk
to
and
limits
on
our
ability
to
enforce
our
intellectual
property
rights;

competition
from
providers
of
travel
services
in
such
foreign
countries;

restrictions
on
the
repatriation
of
earnings
from
such
foreign
countries,
including
withholding
taxes
imposed
by
certain
foreign
jurisdictions;
and

currency
exchange
rate
fluctuations.

If
we
choose
to
enter
new
markets
and
are
not
able
to
effectively
mitigate
or
eliminate
these
risks,
our
results
of
operations
could
be
adversely
affected.

Risks
Related
to
Our
Operations
in
India

Changing laws, rules and regulations and legal uncertainties in India, including adverse application of corporate and tax laws, may adversely affect our
business and financial performance.

The
regulatory
and
policy
environment
in
which
we
operate
is
evolving
and
subject
to
change.
Such
changes,
including
the
instances
briefly
mentioned
below,
may
adversely
affect
our
business,
financial
condition
and
results
of
operations,
to
the
extent
that
we
are
unable
to
suitably
respond
to
and
comply
with
such
changes
in
applicable
law
and
policy.

The
Companies
Act,
2013,
together
with
the
rules
thereunder,
or
the
Companies
Act,
contains
significant
changes
to
Indian
company
law,
including
in
relation
to
the
issue
of
capital
by
companies,
related
party
transactions,
corporate
governance,
audit
matters,
shareholder
class
actions
and
restrictions
on
the
number
of
layers
of
subsidiaries.
While
the
majority
of
the
provisions
of
the
Companies
Act
are
currently
effective,
certain
provisions
of
the
Companies
Act,
1956
remain
in
effect.
The
timeline
for
implementation
of
the
remaining
provisions
of
the
Companies
Act
is
unclear.
We
may
incur
increased
costs
and
other
burdens
relating
to
compliance
with
these
new
requirements,
which
may
also
require
significant
management
time
and
other
resources,
and
any
failure
to
comply
may
adversely
affect
our
business
and
results
of
operations.

Table
of
Contents

changing
tax
return
formats.
This
has
caused
businesses
to
re-visit
tax
positions
and
contract
terms,
update
accounting
software
and
enhance
compliance
capabilities
to
keep
up
with
the
changing
legal
requirements.

Beginning
in
October
2018,
tax
collection
at
source,
or
TCS,
provisions
were
enforced
for
electronic
commerce
operators.
As
the
Company
primarily
does
business
through
its
online
portal
and
web-based
application,
the
Company
is
required
to
comply
with
TCS
provisions.
As
a
result,
the
Company
has
obtained
new
registrations
in
all
states
and
now
files
a
monthly
return
which
reconciles
the
values
on
which
TCS
is
collected
with
the
values
disclosed
by
the
suppliers.
This
has
greatly
increased
compliance
costs
and
is
creating
cash
flow
issues
for
the
Company.

The
Government
of
India
has
also
enabled
certain
states
to
levy
additional
cess
in
certain
extraordinary
circumstances.
In
particular,
the
Kerala
government
has
introduced
the
Kerala
Flood
Cess
on
intra-state
supplies
of
goods
and/or
services.
The
Kerala
Flood
Cess
is
likely
to
become
effective
from
August
1,
2019
and
the
Company
is
in
the
process
of
analyzing
its
tax
positions
with
respect
to
levy
of
Kerala
Flood
Cess,
to
comply
with
the
provisions
in
a
time
bound
manner.

The
Company
is
also
in
the
process
of
filing
its
first
annual
return
for
fiscal
year
2018
and
is
having
a
GST
audit
conducted
by
an
audit
firm
pursuant
to
GST
laws,
which
requires
the
figures
in
the
Company's
books
and
GST
returns
to
be
reconciled
and
reconciliation
differences
explained
appropriately.

The
increased
tax
rate
due
to
the
GST
regime
is
largely
offset
by
tax
credits.
Further,
for
this
first
year
of
the
new
GST
regime,
the
Indian
government
extended
the
time
during
which
tax
credits
can
be
claimed
for
Financial
Year
2017-18
by
six
months,
which
was
beneficial
to
the
Company.
However,
the
Company
still
has
problems
claiming
tax
credits
due
to
non-compliance
by
certain
suppliers.
This
issue
is
being
litigated
in
India
by
a
taxpayer
who
is
claiming
that
the
benefit
of
certain
tax
credits
should
not
be
denied
due
to
non-compliance
by
a
supplier.

The
Indian
government
is
also
planning
to
introduce
new
GST
tax
return
formats
in
near
future.
Such
new
formats
would
require
the
Company
to
review
the
disclosures
to
be
made
in
GST
returns
and
make
changes
in
the
enterprise
resource
planning,
or
ERP,
system
for
capturing
the
requisite
data.

Overall,
GST
has
had
a
mixed
impact
on
the
Company.
The
decentralization
of
tax
registration
and
related
compliance
have
caused
a
significant
increase
in
our
compliance
requirements
over
the
last
two
years.
In
addition
to
increased
compliance
costs,
the
Company
is
also
paying
GST
taxes
for
hotel
accommodation
services
provided
by
the
unregistered
hotels
in
each
state
where
such
unregistered
hotels
are
located.
While
the
Company
is
complying
with
the
requirements
of
the
GST
regime,
there
are
certain
areas
where
clarity
is
still
awaited
and
Company
is
in
the
process
of
finalizing
tax
positions
while
awaiting
such
clarity.
The
implementation
of
GST
laws
in
India
is
still
in
its
initial
phase,
and
during
such
time
the
impact
of
the
new
indirect
tax
environment
on
the
Company
continues
to
be
closely
monitored
on
regular
basis.

Place of effective management of our company as per Indian income tax laws

Per
the
(Indian)
Income
Tax
Act,
1961,
as
amended,
or
the
IT
Act,
persons
resident
in
India
are
subject
to
taxation
on
their
global
income.
Persons
not
resident
in
India
are
subject
to
taxes
only
on
income
received,
accruing
or
arising
in
India
or
deemed
to
have
been
received,
accrued
or
arisen
in
India.

As
per
the
IT
Act
a
company
incorporated
outside
India
would
be
considered
a
resident
in
India
if
its
Place
of
Effective
Management
or
PoEM
in
that
year
is
in
India.
Thus,
a
foreign
company
will
be
resident
in
India
if
its
PoEM
in
that
year
is
in
India.
The
definition
of
PoEM
has
been
explained
to
mean
a
place
where
key
management
and
commercial
decisions
that
are
necessary
for
the
conduct
of

Table
of
Contents

the
business
of
an
entity
as
a
whole,
are
in
substance
made.
PoEM
is
an
internationally
recognized
concept
and
finds
mention
in
several
tax
treaties.

The
Central
Board
of
Direct
Taxes
has
issued
guiding
principles
or
Guidelines,
which
seek
to
provide
guidance
on
determination
of
PoEM
for
determining
residence
in
India
of
foreign
companies.
The
Guidelines
lay
emphasis
on
the
fact
that
the
concept
of
PoEM
is
one
of
substance
over
form
and
its
determination
is
fact
driven.
An
entity
may
have
more
than
one
place
of
management;
however,
it
can
only
have
one
PoEM
at
any
point
in
time.
Determination
of
PoEM
needs
to
be
done
on
a
year
on
year
basis,
and
process
of
such
determination
would
primarily
be
based
on
whether
the
Company
is
engaged
in
"active
business
outside
India".
If
during
the
tax
year,
PoEM
exists
both
in
and
out
of
India,
the
PoEM
is
presumed
to
be
in
India
if
it
is
predominantly
in
India.
In
a
scenario
where
the
PoEM
of
a
company
is
determined
to
be
in
India,
then
such
company
would
be
deemed
to
an
Indian
tax
resident
and,
accordingly,
subject
to
taxes
on
its
global
income.

Business Connection

As
per
the
IT
Act,
persons
resident
in
India
are
subject
to
taxation
on
their
global
income.
Persons
not
resident
in
India
are
subject
to
taxes
only
on
income
received,
accruing
or
arising
in
India
or
deemed
to
have
been
received,
accrued
or
arisen
in
India.
Under
the
IT
Act,
one
of
the
situations
in
which
income
is
said
to
be
deemed
to
be
accrued
in
India
is
if
it
is
earned
through
a
"business
connection"
in
India.

As
per
the
provisions
of
the
IT
Act,
the
term
"business
connection"
has
been
defined
to
include
any
business
activity
carried
out
through
a
person
who
habitually
exercises
an
authority
to
conclude
contracts
or
maintains
a
stock
of
merchandise
or
secures
orders
mainly
or
wholly
for
the
non-resident
in
India.

The
Finance
Act,
2018
has
broadened
the
scope
of
the
term
"business
connection"
to
include
"significant
economic
presence"
of
the
non-resident
in
India
(irrespective
of
whether
the
non-resident
has
established
a
place
of
business
in
India
or
whether
or
not
the
non-resident
renders
service
in
India
or
whether
or
not
the
agreement
for
rendering
such
service
or
activities
is
entered
in
India).
"Significant
economic
presence"
has
been
defined
to
include
(i)
any
transaction
in
respect
of
any
goods/services/property
carried
out
by
a
non-resident
in
India
including
provision
of
download
of
data
or
software
in
India
if
the
aggregate
of
payments
arising
from
such
transactions
exceed
the
prescribed
threshold
limit
in
a
year;
or
(ii)
regular
interactions
with
the
users
in
India
beyond
a
prescribed
threshold
limit
through
digital
means;
or
(iii)
soliciting
of
business
activities
in
a
continuous
and
systematic
manner
through
digital
means.
It
may
be
pertinent
to
note
that
the
threshold
limits
for
having
significant
economic
presence
in
India
have
not
been
notified
yet.

The
Finance
Act,
2018
has
also
broadened
the
scope
of
"business
connection"
to
provide
that
"business
connection"
shall
include
any
business
activity
carried
by
a
person
in
India
for
a
non-resident
where
such
person
habitually
concludes
contracts
or
habitually
plays
the
principal
role
leading
to
conclusion
of
the
contracts
and
the
contracts
are
in
the
name
of
the
non-resident
or
for
the
transfer
of
the
ownership
of,
or
for
granting
of
the
right
to
use,
property
owned
by
that
non-resident
or
that
non-resident
has
the
right
to
use
or
for
the
provision
of
services
by
the
non-resident.

Thus,
if
any
of
the
aforementioned
conditions
are
satisfied
by
a
person
not
resident
in
India,
such
person
would
be
said
to
have
a
business
connection
and
income
attributable
to
such
business
connection
would
be
taxable
in
India.

However,
a
person
not
resident
in
India
would
also
be
entitled
to
claim
benefits
under
the
applicable
Double
Taxation
Avoidance
Agreement
or
DTAA
between
India
and
the
country
of
its
residence.
The
provisions
of
the
DTAA
shall
be
applicable
to
the
extent
they
are
more
beneficial
than
the
IT
Act.

Table
of
Contents

General Anti-Avoidance Rule

General
Anti-Avoidance
Rules,
or
GAAR,
came
into
force
from
April
1,
2017.
GAAR
gives
Indian
tax
authorities
a
wide
range
of
powers
while
determining
tax
consequences
of
an
arrangement,
which
is
held
to
be
an
impermissible
avoidance
arrangement
as
defined
in
the
IT
Act.

The
tax
consequences
of
the
GAAR
provisions
being
applied
to
an
arrangement
could
result
in
denial
of
tax
benefits,
or
tax
treaty
benefits,
amongst
other
consequences.
In
the
absence
of
any
precedents
on
the
subject,
the
application
of
these
provisions
is
uncertain.
If
the
GAAR
provisions
are
made
applicable
to
our
company,
it
may
have
an
adverse
tax
impact
on
us.

The
impact
of
any
or
all
of
the
above
changes
to
Indian
legislation
on
our
business
cannot
be
fully
determined
at
this
time.
Additionally,
our
business
and
financial
performance
could
be
adversely
affected
by
unfavorable
changes
in
or
interpretations
of
existing,
or
the
promulgation
of
new
laws,
rules
and
regulations
applicable
to
us
and
our
business,
including
those
relating
to
the
Internet
and
e-commerce,
consumer
protection
and
privacy.
Such
unfavorable
changes
could
decrease
demand
for
our
services
and
products,
increase
costs
and/or
subject
us
to
additional
liabilities.
For
example,
there
may
continue
to
be
an
increasing
number
of
laws
and
regulations
pertaining
to
the
Internet
and
e-commerce,
which
may
relate
to
liability
for
information
retrieved
from
or
transmitted
over
the
Internet
or
mobile
networks,
user
privacy,
taxation
and
the
quality
of
services
provided
through
the
Internet.
In
2018,
India's
Ministry
of
Electronics
and
Information
Technology
recently
invited
comments
on
a
draft
Personal
Data
Protection
bill
submitted
to
it
by
a
committee
of
experts
appointed
by
the
government.
This
bill
would
regulate
the
processing
of
personal
data.
If
this
or
similar
legislation
is
enacted,
it
may
affect
us
in
ways
that
we
are
currently
unable
to
predict.
Furthermore,
the
growth
and
development
of
e-commerce
may
result
in
more
stringent
consumer
protection
laws
that
may
impose
additional
burdens
on
Internet
businesses
generally.
India's
Department
of
Promotion
of
Industry
and
Internal
Trade,
Ministry
of
Commerce
and
Industry
also
recently
invited
comments
on
a
draft
National
e-Commerce
Policy,
which
addresses
topics,
such
as
data
and
e-commerce
regulation.
The
timing
or
impact
of
this
policy,
which
remains
in
draft
form,
is
not
yet
certain.
Any
such
changes
could
have
an
adverse
effect
on
our
business
and
financial
performance.

The application of various Indian and international sales, use, occupancy, value-added and other tax laws, rules and regulations to our services and products is
subject to interpretation by the applicable taxing authorities, and changes in such laws, rules and regulations may adversely affect our business and financial
performance.

Many
of
the
statutes
and
regulations
that
impose
sales,
use,
occupancy,
value-added
and
other
taxes
were
established
before
the
growth
of
the
Internet,
mobile
networks
and
e-commerce.
If
such
tax
laws,
rules
and
regulations
are
amended,
new
adverse
laws,
rules
or
regulations
are
adopted
or
current
laws
are
interpreted
adversely
to
our
interests,
the
results
could
increase
our
tax
payments
(prospectively
or
retrospectively)
and/or
subject
us
to
penalties
and,
if
we
pass
on
such
costs
to
our
customers,
decrease
the
demand
for
our
services
and
products.
As
a
result,
any
such
changes
or
interpretations
could
have
an
adverse
effect
on
our
business
and
financial
performance.
In
recent
years,
we
have
received
notices
from
the
Indian
tax
regulatory
authority
for
a
demand
of
service
tax
on
certain
matters,
some
of
which
relate
to
the
travel
industry
in
India
and
involve
complex
interpretations
of
law.
We
have
also
received
notices
and
various
assessment
orders
from
the
Indian
income
tax
authorities,
to
which
we
have
responded.
There
can
be
no
assurance
what
view
the
Indian
tax
authorities
will
take.

Table
of
Contents

Restrictions on foreign investment in India may prevent us from making future acquisitions or investments in India and may require us to make changes to our
business, which may adversely affect our results of operations, financial condition and financial performance.

India
regulates
ownership
of
Indian
companies
by
foreigners,
although
some
restrictions
on
foreign
investment
have
been
relaxed.
These
regulations
and
restrictions
may
apply
to
acquisitions
by
us
or
our
affiliates,
including
Yatra
India,
and
affiliates
which
are
not
resident
in
India,
of
shares
in
Indian
companies
or
the
provision
of
funding
by
us
or
any
other
entity
to
Indian
companies
within
our
group.
For
example,
under
its
consolidated
foreign
direct
investment
policy,
or
FDI
policy,
the
Government
of
India
has
set
out
additional
requirements
for
foreign
investments
in
India,
including
requirements
with
respect
to
downstream
investments
by
Indian
companies,
owned
or
controlled
by
foreign
entities,
and
the
transfer
of
ownership
or
control
of
Indian
companies
in
sectors
with
caps
on
foreign
investment
from
resident
Indian
persons
or
entities
to
foreigners.
These
requirements,
which
currently
include
restrictions
on
pricing,
valuations
of
shares
and
sources
of
funding
for
such
investments
and
may
in
certain
cases
include
prior
notice
to
or
approval
of
the
Government
of
India,
may
adversely
affect
our
ability
to
make
investments
in
India,
including
through
Yatra
India.
Further,
India's
Foreign
Exchange
Management
Act,
1999,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder,
or
FEMA,
restrict
us
from
lending
to
or
borrowing
from
our
Indian
subsidiary.
There
can
be
no
assurance
that
we
will
be
able
to
obtain
any
required
approvals
for
future
acquisitions
or
investments
in
India,
or
that
we
will
be
able
to
obtain
such
approvals
on
satisfactory
terms.
Under
FEMA,
the
Reserve
Bank
of
India
has
the
power
to
impose
monetary
penalties,
including
up
to
three
times
the
value
of
a
FEMA
violation,
where
quantifiable,
and
confiscate
the
shares
at
issue.
Further,
the
Government
of
India
has
from
time
to
time
made
and
may
continue
to
make
revisions
to
the
FDI
Policy
on
e-commerce
in
India
(including
in
relation
to
business
model,
inventory,
pricing
and
permitted
services).
India's
Department
of
Promotion
of
Industry
and
Internal
Trade,
Ministry
of
Commerce
and
Industry
also
recently
invited
comments
on
a
draft
National
e-Commerce
Policy,
which
addresses
topics
such
as
data
and
e-commerce
regulation.
The
timing
or
impact
of
this
policy,
which
remains
in
draft
form,
is
not
yet
certain.
Such
changes
may
require
us
to
make
changes
to
our
business
in
order
to
comply
with
Indian
law.

A substantial portion of our business and operations are located in India and we are subject to regulatory, economic, social and political uncertainties in India.

A
substantial
portion
of
our
business
and
most
of
our
employees
are
located
in
India,
and
as
a
result,
our
financial
performance
and
the
market
price
of
our
Ordinary
Shares
will
be
affected
by
changes
in
government
policies
impacting
exchange
rates
and
controls,
interest
rates,
taxes
and
foreign
investment,
volatility
in
and
actual
or
perceived
trends
in
trading
activity
on
India's
principal
stock
exchanges,
prevailing
economic
conditions,
and
policies
to
regulate
inflation
and
other
regulations
impacting
Indian
businesses
and
the
Indian
economy
as
a
whole.
The
Government
of
India
has
exercised
and
continues
to
exercise
significant
influence
over
many
aspects
of
the
Indian
economy.
Since
1991,
successive
Indian
governments
have
generally
pursued
policies
of
economic
liberalization
and
financial
sector
reforms,
including
by
significantly
relaxing
restrictions
on
the
private
sector.
Nevertheless,
the
role
of
the
Indian
central
and
state
governments
in
the
Indian
economy
as
producers,
consumers
and
regulators
has
remained
significant,
and
we
cannot
assure
you
that
such
liberalization
policies
will
continue.
The
rate
of
economic
liberalization
could
change,
and
specific
laws
and
policies
affecting
travel
service
companies,
e-commerce,
data,
foreign
investments,
currency
exchange
rates
and
other
matters
affecting
investments
in
India
could
change
as
well
or
be
subject
to
unfavorable
changes
or
interpretations
or
uncertainty,
including
by
reason
of
limited
administrative
or
judicial
precedents.
There
can
be
no
assurance
that
the
Government
of
India
may
not
implement
new
regulations
and
policies
which
will
require
us
to
obtain
approvals
and
licenses
or
impose
onerous
requirements
and
conditions
on
our
operations.

Table
of
Contents

Our business and activities are regulated by the Competition Act, 2002, as amended.

The
Competition
Act,
2002,
as
amended,
or
the
Competition
Act,
regulates
practices
that
could
have
an
appreciable
adverse
effect
on
competition
in
India.
Under
the
Competition
Act,
any
arrangement,
understanding
or
action,
whether
formal
or
informal,
which
causes
or
is
likely
to
cause
an
appreciable
adverse
effect
on
competition
in
India
is
void
and
may
result
in
substantial
penalties
and
compensation
to
be
paid
to
persons
shown
to
have
suffered
losses.
Any
agreement
among
competitors
which
directly
or
indirectly
determines
purchase
or
sale
prices,
results
in
bid
rigging
or
collusive
bidding,
limits
or
controls
production,
supply,
markets,
technical
development,
investment
or
the
provision
of
services,
or
shares
the
market
or
source
of
production
or
provision
of
services
in
any
manner,
including
by
way
of
allocation
of
geographical
area
or
types
of
goods
or
services
or
number
of
customers
in
the
market,
is
presumed
to
have
an
appreciable
adverse
effect
on
competition.
Further,
the
Competition
Act
prohibits
the
abuse
of
a
dominant
position
by
any
enterprise
either
directly
or
indirectly,
including
by
way
of
unfair
or
discriminatory
pricing
or
conditions
in
the
sale
of
goods
or
services,
using
a
dominant
position
in
one
relevant
market
to
enter
into,
or
protect,
another
relevant
market,
or
to
deny
market
access,
and
such
practices
are
subject
to
substantial
penalties
and
may
also
be
subject
to
compensation
for
losses
and
orders
to
divide
the
enterprise.
Further,
the
Competition
Commission
of
India
has
extraterritorial
powers
and
can
investigate
any
agreements,
abusive
conduct
or
combination
occurring
outside
India
if
such
agreement,
conduct
or
combination
has
an
appreciable
adverse
effect
on
competition
in
India.

If
we
or
any
member
of
our
group,
including
Yatra
India,
are
affected,
directly
or
indirectly,
by
the
application
or
interpretation
of
any
provision
of
the
Competition
Act
or
any
proceedings
initiated
by
the
Competition
Commission
of
India
or
any
other
relevant
authority
(or
any
other
claim
by
any
other
party
under
the
Competition
Act)
or
any
adverse
publicity
that
may
be
generated
due
to
scrutiny
or
prosecution
under
the
Competition
Act,
including
by
way
of
financial
penalties,
our
business,
financial
performance
and
reputation
may
be
materially
and
adversely
affected.

Acquisitions,
mergers
and
amalgamations
which
exceed
certain
revenue
and
asset
thresholds
require
prior
approval
by
the
Competition
Commission
of
India.
Any
such
acquisitions,
mergers
or
amalgamations
which
have
an
appreciable
adverse
effect
on
competition
in
India
are
prohibited
and
void.
There
can
be
no
assurance
that
we
will
be
able
to
obtain
approval
for
such
future
transactions
on
satisfactory
terms,
or
at
all.

Risks
Related
to
Our
Ordinary
Shares

We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under
U.S. law, you could have less protection of your shareholder rights than you would under U.S. law.

Our
corporate
affairs
are
governed
by
our
Sixth
Amended
and
Restated
Memorandum
and
Articles
of
Association,
or
the
Articles
of
Association,
the
Cayman
Islands
Companies
Law
(2018
Revision),
as
amended,
or
the
Companies
Law,
and
the
common
law
of
the
Cayman
Islands.
The
rights
of
shareholders
to
take
action
against
the
directors,
actions
by
non-controlling
shareholders
and
the
fiduciary
responsibilities
of
our
directors
to
our
company
under
Cayman
Islands
law
are
to
a
large
extent
governed
by
the
common
law
of
the
Cayman
Islands.
The
common
law
of
the
Cayman
Islands
is
derived
in
part
from
comparatively
limited
judicial
precedent
in
the
Cayman
Islands
as
well
as
from
English
common
law,
which
has
persuasive,
but
not
binding,
authority
on
a
court
in
the
Cayman
Islands.
The
rights
of
our
shareholders
and
the
fiduciary
responsibilities
of
our
directors
under
Cayman
Islands
law
are
different
from
under
statutes
or
judicial
precedent
in
some
jurisdictions
in
the
United
States.
In
particular,
the
Cayman
Islands
has
a
different
body
of
securities
laws
from
the
United
States
and
may
provide
significantly
less
protection
to
investors.
In
addition,
some
U.S.
states,
such
as
Delaware,
have
different
bodies
of
corporate
law
than
those
of
the
Cayman
Islands.

Table
of
Contents

We
have
been
advised
by
our
Cayman
Islands
legal
counsel,
Maples
and
Calder,
that
the
courts
of
the
Cayman
Islands
are
unlikely
(i)
to
recognize
or
enforce
against
our
company
judgments
of
courts
of
the
United
States
predicated
upon
the
civil
liability
provisions
of
the
securities
laws
of
the
United
States
or
any
state
and
(ii)
in
original
actions
brought
in
the
Cayman
Islands,
to
impose
liabilities
against
our
company
predicated
upon
the
civil
liability
provisions
of
the
securities
laws
of
the
United
States
or
any
state,
so
far
as
the
liabilities
imposed
by
those
provisions
are
penal
in
nature.
In
those
circumstances,
although
there
is
no
statutory
enforcement
in
the
Cayman
Islands
of
judgments
obtained
in
the
United
States,
the
courts
of
the
Cayman
Islands
will
recognize
and
enforce
a
foreign
money
judgment
of
a
foreign
court
of
competent
jurisdiction
without
retrial
on
the
merits
based
on
the
principle
that
a
judgment
of
a
competent
foreign
court
imposes
upon
the
judgment
debtor
an
obligation
to
pay
the
sum
for
which
judgment
has
been
given
provided
certain
conditions
are
met.
For
a
foreign
judgment
to
be
enforced
in
the
Cayman
Islands,
such
judgment
must
be
final
and
conclusive
and
for
a
liquidated
sum,
and
must
not
be
in
respect
of
taxes
or
a
fine
or
penalty,
inconsistent
with
a
Cayman
Islands
judgment
in
respect
of
the
same
matter,
impeachable
on
the
grounds
of
fraud
or
obtained
in
a
manner,
and
or
be
of
a
kind
the
enforcement
of
which
is,
contrary
to
natural
justice
or
the
public
policy
of
the
Cayman
Islands
(awards
of
punitive
or
multiple
damages
may
well
be
held
to
be
contrary
to
public
policy).
A
Cayman
Islands
Court
may
stay
enforcement
proceedings
if
concurrent
proceedings
are
being
brought
elsewhere.
There
is
recent
Privy
Council
authority
(which
is
binding
on
the
Cayman
Islands
Court)
in
the
context
of
a
reorganization
plan
approved
by
the
New
York
Bankruptcy
Court
which
suggests
that
due
to
the
universal
nature
of
bankruptcy/insolvency
proceedings,
foreign
money
judgments
obtained
in
foreign
bankruptcy/insolvency
proceedings
may
be
enforced
without
applying
the
principles
outlined
above.
However,
a
more
recent
English
Supreme
Court
authority
(which
is
highly
persuasive
but
not
binding
on
the
Cayman
Islands
Court),
has
expressly
rejected
that
approach
in
the
context
of
a
default
judgment
obtained
in
an
adversary
proceeding
brought
in
the
New
York
Bankruptcy
Court
by
the
receivers
of
the
bankruptcy
debtor
against
a
third
party,
and
which
would
not
have
been
enforceable
upon
the
application
of
the
traditional
common
law
principles
summarized
above
and
held
that
foreign
money
judgments
obtained
in
bankruptcy/insolvency
proceedings
should
be
enforced
by
applying
the
principles
set
out
above,
and
not
by
the
simple
exercise
of
the
Courts'
discretion.
Those
cases
have
now
been
considered
by
the
Cayman
Islands
Court.
The
Cayman
Islands
Court
was
not
asked
to
consider
the
specific
question
of
whether
a
judgment
of
a
bankruptcy
court
in
an
adversary
proceeding
would
be
enforceable
in
the
Cayman
Islands,
but
it
did
endorse
the
need
for
active
assistance
of
overseas
bankruptcy
proceedings.
We
understand
that
the
Cayman
Islands
Court's
decision
in
that
case
has
been
appealed
and
it
remains
the
case
that
the
law
regarding
the
enforcement
of
bankruptcy/insolvency
related
judgments
is
still
in
a
state
of
uncertainty.

You will have limited ability to bring an action against our company or against our directors and officers, or to enforce a judgment against us or them, because
we are incorporated in the Cayman Islands, because we conduct a majority of our operations in India and because a majority of our directors and officers
reside outside the United States.

We
are
incorporated
in
the
Cayman
Islands
and
conduct
the
majority
of
our
operations
in
India.
Most
of
our
assets
are
located
outside
the
United
States.
A
majority
of
our
officers
and
directors
reside
outside
the
United
States
and
a
substantial
portion
of
the
assets
of
those
persons
are
located
outside
of
the
United
States.
As
a
result,
it
could
be
difficult
or
impossible
for
you
to
bring
an
action
against
our
company
or
against
these
individuals
in
the
Cayman
Islands
or
in
India
in
the
event
that
you
believe
that
your
rights
have
been
infringed
under
the
applicable
securities
laws
or
otherwise.
Even
if
you
are
successful
in
bringing
an
action
of
this
kind,
the
laws
of
the
Cayman
Islands
and
of
India
could
render
you
unable
to
enforce
a
judgment
against
our
assets
or
the
assets
of
our
directors
and
officers.

Shareholders
of
Cayman
Islands
exempted
companies
such
as
our
company
have
no
general
rights
under
Cayman
Islands
law
to
inspect
corporate
records
and
accounts
or
to
obtain
copies
of
lists
of
shareholders
of
these
companies.
Our
directors
have
discretion
under
Cayman
Islands
law
to
determine

Table
of
Contents

whether
or
not,
and
under
what
conditions,
our
corporate
records
could
be
inspected
by
our
shareholders,
but
are
not
obliged
to
make
them
available
to
our
shareholders.
This
could
make
it
more
difficult
for
you
to
obtain
the
information
needed
to
establish
any
facts
necessary
for
a
shareholder
motion
or
to
solicit
proxies
from
other
shareholders
in
connection
with
a
proxy
contest.

As
a
result
of
all
of
the
above,
public
shareholders
might
have
more
difficulty
in
protecting
their
interests
in
the
face
of
actions
taken
by
management,
members
of
the
board
of
directors
or
controlling
shareholders
than
they
would
as
public
shareholders
of
a
U.S.
company.

As a "foreign private issuer" under the rules and regulations of the SEC, we are permitted to, and will, file less or different information with the SEC than a
company incorporated in the United States or otherwise subject to these rules, and may follow certain home country corporate governance practices in lieu of
certain Nasdaq requirements applicable to U.S. issuers.

We
are
considered
a
"foreign
private
issuer"
under
the
Exchange
Act
and
are,
therefore,
exempt
from
certain
rules
under
the
Exchange
Act,
including
the
proxy
rules,
which
impose
certain
disclosure
and
procedural
requirements
for
proxy
solicitations
for
U.S.
and
other
issuers.
Moreover,
we
are
not
required
to
file
periodic
reports
and
financial
statements
with
the
SEC
as
frequently
or
within
the
same
time
frames
as
U.S.
companies
with
securities
registered
under
the
Exchange
Act.
We
currently
prepare
our
financial
statements
in
accordance
with
IFRS.
We
will
not
be
required
to
file
financial
statements
prepared
in
accordance
with
or
reconciled
to
U.S.
GAAP
so
long
as
our
financial
statements
are
prepared
in
accordance
with
IFRS
as
issued
by
the
IASB.
We
are
not
required
to
comply
with
Regulation
FD
under
the
Exchange
Act,
which
imposes
restrictions
on
the
selective
disclosure
of
material
information
to
shareholders.
In
addition,
our
officers,
directors
and
principal
shareholders
are
exempt
from
the
reporting
and
short-swing
profit
recovery
provisions
of
Section
16
of
the
Exchange
Act
and
the
rules
under
the
Exchange
Act
with
respect
to
their
purchases
and
sales
of
our
securities.
Furthermore,
as
a
"foreign
private
issuer"
whose
Ordinary
Shares
are
listed
on
the
Nasdaq,
we
are
permitted
to
follow
certain
home
country
corporate
governance
practices
in
lieu
of
certain
Nasdaq
requirements.
A
foreign
private
issuer
must
disclose
in
its
annual
reports
filed
with
the
SEC
each
Nasdaq
requirement
with
which
it
does
not
comply
followed
by
a
description
of
its
applicable
home
country
practice.

We
could
lose
our
status
as
a
"foreign
private
issuer"
under
current
SEC
rules
and
regulations
if
more
than
50%
of
our
outstanding
voting
securities
become
directly
or
indirectly
held
of
record
by
U.S.
holders
and
one
of
the
following
is
true:
(i)
the
majority
of
our
directors
or
executive
officers
are
U.S.
citizens
or
residents;
(ii)
more
than
50%
of
our
assets
are
located
in
the
United
States;
or
(iii)
our
business
is
administered
principally
in
the
United
States.
If
we
lose
our
status
as
a
foreign
private
issuer
in
the
future,
we
will
no
longer
be
exempt
from
the
rules
described
above
and,
among
other
things,
will
be
required
to
file
periodic
reports
and
annual
and
quarterly
financial
statements
as
if
we
were
a
company
incorporated
in
the
United
States.
If
this
were
to
happen,
we
would
likely
incur
substantial
costs
in
fulfilling
these
additional
regulatory
requirements
and
members
of
our
management
would
likely
have
to
divert
time
and
resources
from
other
responsibilities
to
ensuring
these
additional
regulatory
requirements
are
fulfilled.

We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements
available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance
with other public companies.

We
are
an
"emerging
growth
company"
within
the
meaning
of
the
Securities
Act,
as
modified
by
the
U.S.
Jumpstart
Our
Business
Startups
Act
of
2012,
or
JOBS
Act,
and
we
may
take
advantage
of
certain
exemptions
from
various
reporting
requirements
that
are
applicable
to
other
public
companies
that
are
not
emerging
growth
companies
including,
but
not
limited
to,
not
being
required
to
comply

Table
of
Contents

with
the
auditor
attestation
requirements
of
Section
404
of
the
Sarbanes-Oxley
Act.
As
a
result,
our
shareholders
may
not
have
access
to
certain
information
they
may
deem
important.
We
could
be
an
emerging
growth
company
for
up
to
five
years,
although
circumstances
could
cause
us
to
lose
that
status
earlier,
including
if
the
market
value
of
our
Ordinary
Shares
held
by
non-affiliates
exceeds
$700
million
as
of
any
June
30
before
that
time,
in
which
case
we
would
no
longer
be
an
emerging
growth
company
as
of
the
following
December
31.
We
cannot
predict
whether
investors
will
find
our
securities
less
attractive
because
we
will
rely
on
these
exemptions.
If
some
investors
find
our
securities
less
attractive
as
a
result
of
our
reliance
on
these
exemptions,
the
trading
prices
of
our
securities
may
be
lower
than
they
otherwise
would
be,
there
may
be
a
less
active
trading
market
for
our
securities
and
the
trading
prices
of
our
securities
may
be
more
volatile.

Further,
Section
102(b)(1)
of
the
JOBS
Act
exempts
emerging
growth
companies
from
being
required
to
comply
with
new
or
revised
financial
accounting
standards
until
private
companies
(that
is,
those
that
have
not
had
a
Securities
Act
registration
statement
declared
effective
or
do
not
have
a
class
of
securities
registered
under
the
Exchange
Act)
are
required
to
comply
with
the
new
or
revised
financial
accounting
standards.
The
JOBS
Act
provides
that
a
company
can
elect
to
opt
out
of
the
extended
transition
period
and
comply
with
the
requirements
that
apply
to
non-emerging
growth
companies
but
any
such
an
election
to
opt
out
is
irrevocable.
We
have
elected
not
to
opt
out
of
such
extended
transition
period
which
means
that
when
a
standard
is
issued
or
revised
and
it
has
different
application
dates
for
public
or
private
companies,
we,
as
an
emerging
growth
company,
can
adopt
the
new
or
revised
accounting
standard
on
the
relevant
date
on
which
adoption
of
such
standard
is
required
by
the
IASB.
This
may
make
comparison
of
our
financial
statements
with
another
public
company
which
is
neither
an
emerging
growth
company
nor
an
emerging
growth
company
which
has
opted
out
of
using
the
extended
transition
period
difficult
or
impossible
because
of
the
potential
differences
in
accounting
standards
used.

We have a staggered board of directors, which could impede an attempt to acquire our company or remove our management.

Our
board
of
directors
is
divided
into
three
classes,
each
of
which
serves
for
a
staggered
term
of
three
years.
A
staggered
board
makes
it
more
difficult
for
shareholders
to
change
a
majority
of
the
directors
since
only
approximately
one
third
of
the
existing
board
of
directors
may
be
replaced
at
any
election
of
directors.
This
arrangement
may
have
the
effect
of
keeping
the
current
members
of
our
board
of
directors
in
control
for
a
longer
period
of
time
than
shareholders
may
desire,
and
may
impede
any
attempts
to
take
over
our
company
or
change
or
remove
our
management.

In connection with our Business Combination, we granted certain shareholders rights to nominate directors for election to our board and also entered into an
investor rights agreement with certain of those shareholders, which provides additional rights to nominate directors for election to our board. Except as
provided in the Business Combination Agreement and the investor rights agreement, our shareholders do not have the ability to nominate directors for election
to our board.

On
December
16,
2016,
we
entered
into
the
Investor
Rights
Agreement
with
MIHI
LLC,
the
Terrapin
Sponsors
and
certain
other
Terrapin
3
Acquisition
Corporation
stockholders
and
Yatra
shareholders
who
received
certain
of
our
Ordinary
Shares
in
connection
with
the
Business
Combination.
The
Investor
Rights
Agreement
grants
the
each
of
MIHI
LLC
and,
collectively,
the
Terrapin
Sponsors
the
right
to
designate
one
representative
to
attend
any
or
all
meetings
of
our
board
of
directors
in
a
non-voting
observer
capacity.
The
Investor
Rights
Agreement
also
provides
certain
of
our
investors
and
our
executive
officers,
Dhruv
Shringi,
Alok
Vaish
and
Manish
Amin,
the
right
to
nominate
an
individual
for
election
to
our
board
upon
the
resignation,
removal,
death
or
disability
of
any
of
the
directors
initially
designated
by
our
company
pursuant
to
the
terms
of
the
Business
Combination
Agreement,
as
well
as
the
right
to
re-nominate
any
of
such
directors
who
are
Class
I
or

Table
of
Contents

Class
II
directors
two
successive
times
and
the
right
to
re-nominate
any
of
such
directors
who
are
Class
III
directors
one
time
or
to
designate
a
replacement
for
any
such
director.
Although
any
shareholder
may
recommend
potential
director
candidates
to
our
Board,
except
as
provided
in
the
Business
Combination
Agreement
and
the
Investor
Rights
Agreement,
our
shareholders
do
not
have
the
ability
to
nominate
directors
for
election
to
our
Board.
As
a
result,
shareholders
granted
the
right
to
nominate
individuals
to
our
board
in
connection
with
the
Business
Combination
or
the
Investor
Rights
Agreement
may
be
able
to
influence
the
composition
of
our
board
and,
in
turn,
potentially
influence
and
impact
future
actions
taken
by
our
board.

An active or liquid trading market for our Ordinary Shares may not be maintained and the trading price for our Ordinary Shares may fluctuate significantly.

An
active,
liquid
trading
market
for
our
Ordinary
Shares
may
not
be
maintained
in
the
long
term
and
we
cannot
be
certain
that
any
trading
market
for
our
Ordinary
Shares
will
be
sustained
or
that
the
present
price
will
correspond
to
the
future
price
at
which
our
Ordinary
Shares
will
trade.
Loss
of
liquidity
could
increase
the
price
volatility
of
our
Ordinary
Shares.

Any
additional
issuance
of
our
Ordinary
Shares
would
dilute
the
positions
of
existing
investors
in
our
Ordinary
Shares
and
could
adversely
affect
the
market
price
of
our
Ordinary
Shares.
We
cannot
assure
you
that
our
Ordinary
Shares
will
not
decline
below
their
prevailing
market
price.
You
may
be
unable
to
sell
your
Ordinary
Shares
at
a
price
that
is
attractive
to
you.

In
connection
with
the
Business
Combination,
we
issued
certain
shareholders
warrants
to
purchase
our
Ordinary
Shares
with
provisions
that
require
liability
classification.
These
warrants
require
us
to
"mark
to
market"
(i.e.,
record
the
derivatives
at
fair
value)
as
of
the
end
of
each
reporting
period
as
liabilities
on
our
balance
sheet.
Any
volatility
in
the
trading
price
for
our
Ordinary
Shares
would
also
impact
the
fair
value
determination
of
our
outstanding
warrants.
A
significant
increase
in
the
trading
price
for
our
Ordinary
Shares,
while
we
are
required
to
mark-to-market
the
fair
value
of
our
outstanding
warrants,
may
have
a
significant
adverse
impact
on
our
operating
results.

The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.

Sales
of
substantial
amounts
of
our
Ordinary
Shares
in
the
public
market,
or
the
perception
that
such
sales
could
occur,
could
adversely
affect
the
market
price
of
our
Ordinary
Shares
and
could
materially
impair
our
future
ability
to
raise
capital
through
offerings
of
our
Ordinary
Shares.

As
of
July
16,
2019,
we
had
40,065,285
Ordinary
Shares
issued
and
outstanding,
3,159,375
Class
F
shares
issued
and
outstanding
(each
convertible
into
0.00001
of
an
Ordinary
Share
upon
the
exchange
of
a
parallel
Yatra
USA
Class
F
Share)
and
2,392,168
Class
A
shares
issued
and
outstanding,
and
Yatra
USA
had
3,159,375
Yatra
USA
Class
F
Shares
issued
and
outstanding
(each
exchangeable
for
one
Ordinary
Shares
at
any
time
at
the
option
of
the
holder).
Subject
to
applicable
restrictions
and
limitations
under
Rule
144
of
the
Securities
Act,
all
of
our
shares
and
the
Yatra
USA
Class
F
Shares
outstanding
are
eligible
for
sale
in
the
public
market.
If
these
shares
are
sold,
or
if
it
is
perceived
that
they
will
be
sold,
in
the
public
market,
the
trading
price
of
our
Ordinary
Shares
could
decline.
We
cannot
predict
what
effect,
if
any,
market
sales
of
our
Ordinary
Shares
held
by
our
significant
shareholders
or
any
other
shareholder
or
the
availability
of
these
ordinary
shares
for
future
sale
will
have
on
the
market
price
of
our
Ordinary
Shares.

Future issuances of any equity securities may dilute the interests of our shareholders and decrease the trading price of our Ordinary Shares.

Any
future
issuance
of
equity
securities
could
dilute
the
interests
of
our
shareholders
and
could
substantially
decrease
the
trading
price
of
our
Ordinary
Shares.
We
may
issue
equity
or
equity-linked

Table
of
Contents

securities
in
the
future,
including
pursuant
to
a
private
investment
in
public
equity
or
other
offering
of
equity
securities,
for
a
number
of
reasons,
including
to
finance
our
operations
and
business
strategy
(including
in
connection
with
acquisitions
and
other
transactions),
to
adjust
our
ratio
of
debt
to
equity,
to
satisfy
the
obligations
upon
the
exercise
of
then-outstanding
options
or
other
equity-linked
securities,
if
any,
or
for
other
reasons.

We will have to rely principally on dividends and other distributions on equity paid by our operating subsidiaries, and limitations on their ability to pay
dividends to us could adversely impact shareholders' ability to receive dividends on our Ordinary Shares.

Dividends
and
other
distributions
on
equity
paid
by
our
operating
subsidiaries
will
be
our
principal
source
for
cash
in
order
for
us
to
be
able
to
pay
any
dividends
and
other
cash
distributions
to
our
shareholders.
As
of
the
date
hereof,
Yatra
India
or
any
other
subsidiary
has
not
paid
any
cash
dividends
on
its
equity
shares.
If
our
operating
subsidiaries
incur
debt
on
their
own
behalf
in
the
future,
the
instruments
governing
the
debt
may
restrict
their
ability
to
pay
dividends
or
make
other
distributions
to
us.
In
addition,
as
our
key
operating
indirect
subsidiary
is
established
in
India,
it
is
subject
to
certain
limitations
with
respect
to
dividend
payments
and
increased
tax
payments
on
such
distribution.
Limitations
on
our
subsidiaries'
ability
to
pay
dividends
to
us
could
adversely
impact
our
shareholders'
ability
to
receive
dividends
on
our
Ordinary
Shares.

Outstanding warrants and options, which are exercisable for our Ordinary Shares and restricted securities that vest, may increase the number of shares eligible
for future resale in the public market and result in dilution to our shareholders.

As
of
July
16,
2019,
there
were
outstanding
warrants
to
purchase
an
aggregate
of
17,537,958
ordinary
shares.
Outstanding
warrants
to
purchase
an
aggregate
of
17,337,500
Ordinary
Shares
became
exercisable
after
January
15,
2017
and
will
expire
at
5:00
p.m.,
New
York
time,
on
the
earlier
to
occur
of:
(x)
December
16,
2021,
(y)
the
liquidation
of
our
company
or
(z)
the
redemption
date,
which
shall
be
a
date
fixed
by
us
in
the
event
that
we
elect
to
redeem
all
of
these
warrants.
The
exercise
price
of
these
warrants
will
be
$5.75
per
half-share,
or
approximately
$199,381,250
in
the
aggregate
for
all
shares
underlying
these
warrants,
assuming
none
of
the
warrants
are
exercised
through
"cashless"
exercise.
Outstanding
warrants
to
purchase
an
aggregate
of
46,458
Ordinary
Shares
became
exercisable
after
December
16,
2016
and
will
expire
on
July
24,
2023
at
6:00
p.m.,
Pacific
Time.
The
exercise
price
of
these
warrants
will
be
$26.9058
per
share,
assuming
none
of
the
warrants
are
exercised
through
"cashless"
exercise.
Outstanding
warrants
to
purchase
an
aggregate
of
154,000
Ordinary
Shares
became
exercisable
on
September
12,
2017
and
will
expire
on
September
12,
2022.
The
exercise
price
of
these
warrants
is
$12.00
per
share.
In
addition,
as
of
July
16,
2019,
there
were
outstanding
options
to
purchase
an
aggregate
of
1,877,229
Ordinary
Shares
(including
921,576
Company
restricted
stock
units)
and
outstanding
restricted
shares
which,
when
vested,
will
result
in
the
issuance
of
1,877,229,
Ordinary
Shares.
To
the
extent
the
above-described
warrants
or
options
are
exercised
or
the
above-
described
restricted
shares
vest,
or
if
we
issue
any
additional
equity
securities,
including
but
not
limited
to
options,
warrants,
restricted
shares
or
other
derivative
securities
convertible
into
our
Ordinary
Shares,
additional
Ordinary
Shares
may
be
issued,
which
could
result
in
significant
dilution
to
our
shareholders
and
increase
the
number
of
shares
eligible
for
resale
in
the
public
market.
Sales
of
substantial
numbers
of
such
shares
in
the
public
market
or
the
fact
that
such
warrants
or
options
may
be
exercised,
or
that
a
significant
number
of
restricted
securities
may
vest,
could
adversely
affect
the
market
price
of
our
Ordinary
Shares.

Table
of
Contents

If securities or industry analysts do not publish or cease publishing research or reports about our company, our business, or our market, or if they change their
recommendations regarding our Ordinary Shares adversely, the price and trading volume of our Ordinary Shares could decline.

The
trading
market
for
our
Ordinary
Shares
will
be
influenced
by
the
research
and
reports
that
industry
or
securities
analysts
may
publish
about
our
company,
our
business,
our
market,
or
our
competitors.
If
any
of
the
analysts
who
may
cover
our
company
change
their
recommendation
regarding
our
shares
adversely,
or
provide
more
favorable
relative
recommendations
about
our
competitors,
the
price
of
our
Ordinary
Shares
would
likely
decline.
If
any
analyst
who
may
cover
our
company
were
to
cease
coverage
of
our
company
or
fail
to
regularly
publish
reports
on
our
company,
we
could
lose
visibility
in
the
financial
markets,
which
in
turn
could
cause
our
share
price
or
trading
volume
to
decline.

If the benefits of any of our acquisitions do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

If
the
benefits
of
any
of
our
past
or
potential
future
acquisitions,
including
our
ATB
and
TCIL
acquisitions,
do
not
meet
the
expectations
of
investors
or
securities
analysts,
the
market
price
of
our
securities
may
decline.
In
addition,
the
trading
price
of
our
securities
following
any
acquisition
could
be
volatile
and
subject
to
wide
fluctuations
in
response
to
various
factors
relating
to
our
acquisition
activity,
some
of
which
are
beyond
our
control.
For
example,
our
previously
anticipated
timing
for
the
Second
Closing
of
the
ATB
Acquisition
has
been
delayed
substantially.
There
can
be
no
assurances
that
we
will
consummate
the
purchase
of
ATB's
remaining
outstanding
shares
on
the
terms
or
within
the
timeframe
described
herein,
or
at
all,
or,
if
we
are
successful
in
completing
our
acquisition
of
ATB's
remaining
outstanding
shares,
that
we
will
realize
the
full
anticipated
benefits
that
we,
our
investors
or
securities
analysts
anticipate.
Our
failure
to
realize
anticipated
benefits
with
respect
to
the
ATB
acquisition
or
the
TCIL
acquisition
could
negatively
impact
the
price
of
our
securities.
In
addition,
any
of
the
factors
listed
below
could
have
a
material
adverse
effect
on
your
investment
in
our
securities
and
our
securities
may
trade
at
prices
significantly
below
the
price
you
paid
for
them.
In
such
circumstances,
the
trading
price
of
our
securities
may
not
recover
and
may
experience
a
further
decline.

Factors
affecting
the
trading
price
of
our
securities
may
include:

•

our
ability
to
successfully
complete
any
past
or
potential
future
acquisition,
and
realize
the
anticipated
benefits
of
such
acquisitions;

actual
or
anticipated
fluctuations
in
our
periodic
financial
results
or
the
financial
results
of
companies
perceived
to
be
similar
to
ours;

changes
in
the
market's
expectations
about
our
operating
results;

success
of
competitors;

our
operating
results
failing
to
meet
the
expectation
of
securities
analysts
or
investors
in
a
particular
period;

changes
in
financial
estimates
and
recommendations
by
securities
analysts
concerning
our
company
or
our
industry
in
general;

operating
and
stock
price
performance
of
other
companies
that
investors
deem
comparable
to
ours;

changes
in
laws
and
regulations
affecting
our
business;

our
ability
to
meet
compliance
requirements;

commencement
of,
or
involvement
in,
litigation
involving
us;

Table
of
Contents

•

changes
in
our
capital
structure,
such
as
future
issuances
of
securities
or
the
incurrence
of
additional
debt;

the
volume
of
our
Ordinary
Shares
available
for
public
sale;

any
major
change
in
our
board
of
directors
or
management;

sales
of
substantial
amounts
of
our
Ordinary
Shares
by
our
directors,
executive
officers
or
significant
shareholders
or
the
perception
that
such
sales
could
occur;

any
continued
slowdown
in
India's
economic
growth;
and

general
economic
and
political
conditions
such
as
recessions,
interest
rates,
fuel
prices,
international
currency
fluctuations
and
acts
of
war
or
terrorism.

Broad
market
and
industry
factors
may
materially
harm
the
market
price
of
our
securities
irrespective
of
our
operating
performance.
The
stock
market
in
general
and
Nasdaq
in
particular,
have
experienced
price
and
volume
fluctuations
that
have
often
been
unrelated
or
disproportionate
to
the
operating
performance
of
the
particular
companies
affected.
The
trading
prices
and
valuations
of
these
stocks,
and
of
our
securities,
may
not
be
predictable.
A
loss
of
investor
confidence
in
the
market
for
travel-related
securities
or
the
stocks
of
other
companies
which
investors
perceive
to
be
similar
to
ours
could
depress
our
share
price
regardless
of
our
business,
prospects,
financial
conditions
or
results
of
operations.
A
decline
in
the
market
price
of
our
securities
also
could
adversely
affect
our
ability
to
issue
additional
securities
and
our
ability
to
obtain
additional
financing
in
the
future.

There is no guarantee that our Ordinary Shares will continue to qualify for listing on Nasdaq for any period of time, or that our warrants will continue to
qualify for listing on the OTCQX® Best Market for any period of time, and the failure to have our Ordinary Shares or warrants listed for any reason may
negatively affect the value of our Ordinary Shares and/or warrants, as applicable.

Our
Ordinary
Shares
began
trading
on
Nasdaq
under
the
symbol
"YTRA"
on
December
19,
2016.
There
are
no
guarantees
that
our
Ordinary
Shares
will
continue
to
qualify
for
listing
on
Nasdaq.
In
addition,
our
warrants
began
trading
on
the
OTCQX®
Best
Market
under
the
symbol
"YTROF"
on
December
30,
2016.
If
our
Ordinary
Shares
and/or
warrants
are
ever
in
the
future
delisted,
the
holders
could
face
significant
consequences,
including:

•

a
limited
availability
for
market
quotations
for
our
securities;

reduced
liquidity
with
respect
to
our
securities;

a
determination
that
our
securities
are
a
"penny
stock,"
which
will
require
brokers
trading
in
those
securities
to
adhere
to
more
stringent
rules
and
possibly
result
in
a
reduced
level
of
trading
activity
in
the
secondary
trading
market
for
those
securities;

limited
amount
of
news
and
analyst
coverage
for
our
company
in
the
United
States;
and

a
decreased
ability
to
issue
additional
securities
or
obtain
additional
financing
in
the
future.

A significant portion of our total outstanding shares may be sold into the market at any time. This could cause the market price of our Ordinary Shares to drop
significantly, even if our business is doing well.

Table
of
Contents

beneficially
own
approximately
48.73%
of
the
issued
and
outstanding
shares
of
our
company
company,
assuming
the
conversion
into
Ordinary
Shares
of
all
(i)
Yatra
USA
Class
F
Shares,
(ii)
Class
A
non-voting
shares
and
(iii)
other
convertible
shares
held
at
the
subsidiary
level
that
are
convertible
into
our
Ordinary
Shares
and
held
by
such
parties
(or
approximately
68.04%
of
the
shares
of
our
company,
assuming
the
exercise
or
conversion
of
all
of
our
outstanding
warrants),
based
on
information
known
to
us
or
ascertained
by
us
from
public
filings
made
by
such
shareholders.
MIHI
LLC
has
agreed,
with
certain
exceptions,
not
to
transfer,
assign
or
sell
any
of
its
Yatra
USA
Class
F
Shares
until
the
earlier
of
(i)
December
16,
2017
or
(ii)
the
date
on
which
we
complete
a
liquidation,
merger,
stock
exchange
or
other
similar
transaction
that
results
in
all
of
our
shareholders
having
the
right
to
exchange
their
ordinary
shares
for
cash,
securities
or
other
property,
and
the
Terrapin
Sponsors
have
agreed
not
to
transfer,
assign
or
sell
any
of
their
shares
of
Yatra
USA
until
the
earlier
of
(i)
June
16,
2018
or
(ii)
the
date
on
which
we
complete
a
liquidation,
merger,
stock
exchange
or
other
similar
transaction
that
results
in
all
of
our
shareholders
having
the
right
to
exchange
their
ordinary
shares
for
cash,
securities
or
other
property.
With
the
expiration
of
this
lock-up,
the
Yatra
USA
Class
F
Shares
held
by
MIHI
LLC
may
be
converted
into
our
Ordinary
Shares
and
sold
in
the
public
market.
The
shares
held
by
MIHI
LLC
could
also
have
been
sold
prior
to
the
expiration
of
the
applicable
lock-up
if
the
last
sale
price
of
our
Ordinary
Shares
equaled
or
exceeded
$12.00
per
share
(as
adjusted
for
share
splits,
share
dividends,
reorganizations,
recapitalizations
and
the
like)
for
any
20
trading
days
within
any
30-trading
day
period
commencing
May
15,
2017.
In
addition,
once
we
became
eligible
to
use
Form
F-3
or
its
successor
form,
we
became
obligated
to
file
a
shelf
registration
statement
to
register
the
resale
of
certain
of
our
Ordinary
Shares
issued
in
connection
with
the
Business
Combination.
As
restrictions
on
resale
end,
the
market
price
of
our
Ordinary
Shares
could
decline
if
the
holders
of
previously
restricted
shares
sell
them
or
are
perceived
by
the
market
as
intending
to
sell
them.

Foreign Account Tax Compliance Act

The
United
States
Foreign
Account
Tax
Compliance
Act,
or
FATCA,
imposes
a
reporting
regime
and,
potentially,
a
30%
withholding
tax
on
certain
payments
made
to
certain
non-US
financial
institutions
that
fail
to
comply
with
certain
information
reporting,
account
identification,
withholding,
certification
and
other
FATCA
related
requirements
in
respect
of
their
direct
and
indirect
United
States
shareholders
and/or
United
States
accountholders.
To
avoid
becoming
subject
to
FATCA
withholding,
we
may
be
required
to
report
information
to
the
IRS
regarding
the
holders
of
our
Ordinary
Shares
and
to
withhold
on
a
portion
of
payments
with
respect
to
our
Ordinary
Shares
to
certain
holders
that
fail
to
comply
with
the
relevant
information
reporting
requirements
(or
that
hold
our
Ordinary
shares
directly
or
indirectly
through
certain
non-compliant
intermediaries).
This
withholding
tax
made
with
respect
to
our
Ordinary
Shares
will
not
apply
to
payments
made
before
the
date
that
is
two
years
after
the
date
of
publication
of
final
regulations
defining
the
term
"foreign
passthru
payment".
An
intergovernmental
agreement
between
the
United
States
and
another
country
may
also
modify
these
requirements.
FATCA
is
particularly
complex
and
its
application
is
uncertain
at
this
time.
Holders
of
our
Ordinary
Shares
should
consult
their
tax
advisors
to
obtain
a
more
detailed
explanation
of
FATCA
and
to
learn
how
FATCA
might
affect
each
holder
in
its
particular
circumstances.

ITEM
4.

INFORMATION
ON
THE
COMPANY

History
and
Development
of
our
Company

Yatra
Online,
Inc.
is
a
Cayman
Islands
exempted
company
with
operations
primarily
in
India.
We
were
incorporated
as
a
private
exempted
company
with
limited
liability
on
December
15,
2005
and
subsequently
became
a
public
company
upon
the
consummation
of
the
Business
Combination.
Our
registered
office
is
located
at
c/o
Maples
Corporate
Services
Limited,
PO
Box-309,
Ugland
House,
Grand
Cayman,
KY1-1104
Cayman
Islands.
Our
principal
executive
office
is
located
at
1101-03,

Table
of
Contents

11
th

Floor,
Tower-B,
Unitech
Cyber
Park,
Sector
39,
Gurgaon,
Haryana
122002,
India,
and
our
telephone
number
at
this
office
is
(+91-124)
339-5500.
Our
principal
website
address
is
www.yatra.com
and
our
other
main
website
is
www.travelguru.com.
We
do
not
incorporate
the
information
contained
on,
or
accessible
through,
our
websites
into
this
Annual
Report,
and
you
should
not
consider
it
a
part
of
this
Annual
Report.
Our
agent
for
service
of
process
in
the
United
States
is
Puglisi
&
Associates
located
at
850
Library
Avenue,
Suite
204,
Newark,
Delaware
19715.

Yatra
is
a
leading
India
online
travel
company
in
India,
addressing
the
needs
of
both
leisure
and
business
travelers.
Founded
by
Dhruv
Shringi,
Manish
Amin,
and
Sabina
Chopra,
we
commenced
operations
with
the
launch
of
our
website
in
August
2006.
We
believe
Yatra
is
India's
largest
independent
corporate
travel
services
provider
and
the
second
largest
consumer
online
travel
company
in
India
(based
on
management's
analysis
of
publicly
available
information),
with
approximately
9.7
million
travelers
that
have
booked
their
travel
through
us
as
of
March
31,
2019.
Through
our
website,
www.yatra.com ,
our
mobile
applications
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.

Business
Overview

Leisure
and
business
travelers
use
our
mobile
applications,
our
website,
www.yatra.com ,
and
our
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.
We
also
provide
access
through
our
platform
to
hotels,
homestays
and
other
accommodations,
with
more
than
108,000
hotels
and
homestays
in
approximately
1,400
cities
and
towns
across
India
and
more
than
1.5
million
hotels
around
the
world.
To
ensure
that
our
service
is
truly
a
"one-stop
shop"
for
travelers,
we
also
provide
our
customers
with
access
to
approximately
1,100
holiday
packages
and
more
than
152,000
other
activities
such
as
tours,
sightseeing,
shows,
and
events.

India
is
one
of
the
world's
largest
and
fastest
growing
economies,
with
a
large
middle
class,
increasing
disposable
income
and
a
rapidly
growing
online
consumer
segment.
We
believe
that
our
focus
on
both
the
corporate
as
well
as
the
consumer
travel
market
positions
us
to
address
this
combined
market
opportunity.

To
address
this
large
market
opportunity
and
drive
the
growth
of
our
consumer
business,
which
is
our
key
focus,
we
operate
through
three
go-to-market
strategies:
B2C
(business
to
consumer),
B2E
(business
to
enterprise)
and
B2B2C
(business
to
business
to
consumer).
We
believe
that
the
combination
of
our
B2C
and
B2E
channels
enables
us
to
target
India's
most
frequent
and
high
spending
travelers,
namely,
educated
urban
consumers,
in
a
cost-effective
manner.
Our
B2B2C
channel
provides
additional
scale
to
our
business
by
leveraging
our
technology
platform
in
order
to
cost-effectively
aggregate
consumer
demand
from
approximately
24,000
travel
agents
in
approximately
550
cities
across
India
as
of
March
31,
2019.
In
addition,
during
the
fourth
quarter
of
our
fiscal
year
2019,
we
acquired
TCIL,
to
strengthen
our
foothold
in
Southern
India
which
further
reinforced
our
leadership
position
in
the
enterprise
travel
segment.

Our
business
is
based
on
a
single
technology
platform
that
serves
our
customers
through
multiple
mobile
applications
as
well
as
our
website.
Our
single
platform
approach
provides
us
with
a
scalable,
comprehensive
and
consistent
user
experience
across
each
of
our
three
go-to-market
channels.
We

Table
of
Contents

believe
that
this
approach
drives
user
familiarity
with
our
service
and
encourages
repeat
use
by
our
customers,
which
further
enhances
customer
loyalty
for
our
business.
In
addition,
in
order
to
further
strengthen
customer
loyalty
and
provide
an
incentive
to
the
employees
of
our
B2E
customers
to
become
B2C
customers,
we
operate
our
eCash
loyalty
program
that
enables
travelers
that
book
through
our
platform
to
accumulate
and
redeem
points.
During
fiscal
year
2019,
approximately
92%
of
our
customers'
visits
were
from
direct
and
organic
traffic.

We
define
a
"visit"
as
a
group
of
interactions
on
our
platform
that
occur
within
a
30-minute
time
frame.
A
single
visit
can
contain
multiple
screen
or
page
views,
events
and
transactions.
We
use
"traffic"
and
"visits"
interchangeably
in
this
Annual
Report.

We
have
moved
towards
a
"Mobile
First"
business
and
have
experienced
rapid
user
growth
on
our
platform
with
mobile
being
the
primary
channel
for
customers
to
engage
with
us.
During
the
fiscal
year
2019,
our
web
and
mobile
properties
received
approximately
306
million
visits,
an
8%
increase
compared
to
that
of
fiscal
year
2018.
Our
mobile
applications
have
been
downloaded
approximately
17.5
million
times.

Based
on
our
large
and
loyal
customer
base,
our
comprehensive
service
offerings,
our
experienced
management
team
and
our
multi-channel
strategy,
we
believe
that
we
are
well-positioned
to
capitalize
on
the
burgeoning
Indian
travel
market.
Our
brand
is
among
the
most
well-recognized
in
not
only
the
Indian
online
travel
industry,
but
all
of
Indian
Internet
commerce,
and
we
believe
that
this
creates
a
significant
competitive
advantage.
Leveraging
our
brand
and
technology
platform,
we
intend
to
continue
to
expand
and
enhance
our
offerings
through
innovative
travel
solutions
that
will
grow
our
business,
improve
our
customer
experience
and
meet
the
changing
needs
of
business
and
leisure
travelers.
For
example,
we
have
opened
up
our
holidays
booking
platform
to
third-party
vendors
enabling
them
to
sell
holiday
products
alongside
those
packaged
by
us
using
our
platform
as
a
marketplace,
providing
our
customers
with
a
wide
selection
of
products
and
services.

We
experience
seasonal
fluctuations
in
the
demand
for
travel
services
and
products
offered
by
us.
We
tend
to
experience
higher
revenues
from
our
Hotels
and
Packages
business
in
the
second
and
fourth
calendar
quarters
of
each
year,
which
coincide
with
the
summer
holiday
travel
season
and
the
year-end
holiday
travel
season
for
our
customers
in
India.

Our
revenue
was
INR
9,358.6
million
in
fiscal
year
2019
and
INR
12,248.5
million
in
fiscal
year
2018,
representing
a
decline
of
23.6%
over
that
period,
primarily
due
to
our
adoption
of
IFRS
15.
Our
Adjusted
Revenue
was
INR
8,911.0
million
in
fiscal
year
2019
and
INR
7,407.8
million
in
fiscal
year
2018,
representing
an
increase
of
20.3%.
In
addition,
our
Gross
Bookings
for
Air
Ticketing
and
Hotels
and
Packages
increased
to
INR
111.1
billion
in
fiscal
year
2019
from
INR
92.5
billion
in
fiscal
year
2018,
representing
an
increase
of
20.1%.

We
have
invested
significant
capital
on
our
technology
platform
and
on
sales
and
marketing
efforts
to
build
our
brand
and
to
acquire
customers.
As
a
result
of
these
efforts,
during
the
fiscal
year
2019,
we
have
witnessed
year
over
year
growth
of
14%
in
our
mobile
traffic
and
the
installation
rate
for
our
mobile
applications
increased
24%
from
March
31,
2018
to
March
31,
2019.
In
addition,
we
receive
over
25
million
online
shopper
visits
on
our
platform
each
month.

During
fiscal
years
2019
and
2018,
our
net
losses
were
INR
1,193.6
million
and
INR
4,052.0
million,
respectively.

Adjusted
Revenue
is
a
non-IFRS
measure.
For
more
information
about
the
non-IFRS
measures
and
a
reconciliation
to
the
most
comparable
IFRS
measure,
please
refer
to
"Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations—Key
Operating
Metrics."

Table
of
Contents

Recent
Developments

Ebix Merger Agreement

On
July
16,
2019,
we
entered
into
a
merger
agreement,
or
Merger
Agreement,
with
Ebix,
Inc.,
a
Delaware
corporation,
or
Ebix,
and
EbixCash
Travels
Inc.,
a
Cayman
Islands
exempted
company
limited
by
shares
and
a
direct,
wholly-owned
subsidiary
of
Ebix,
or
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
is
intended
to
qualify
as
a
tax-free
reorganization
within
the
meaning
of
Section
368(a)(1)
of
the
Internal
Revenue
Code
of
1986,
as
amended.

Subject
to
the
terms
and
conditions
of
the
Merger
Agreement,
at
the
effective
time
of
the
Merger,
or
the
Effective
Time:

•

All
of
the
issued
and
outstanding
Ordinary
Shares,
Class
A
Shares
and
Yatra
USA
Class
F
Shares,
will
be
cancelled
and
converted
into
the
right
to
receive
the
Exchange
Ratio
of
a
share
of
Ebix
Preferred
Stock;

Each
Class
F
Share
that
is
issued
and
outstanding
will
be
cancelled
and
converted
into
the
right
to
receive
0.00000005
of
a
share
of
Ebix
Preferred
Stock;

Each
Yatra
Warrant,
to
the
extent
not
cancelled
in
the
Warrant
Cancellation,
will
be
assumed
by
Ebix
and
become,
as
of
the
Effective
Time,
an
option
to
purchase,
on
the
same
terms
and
conditions
(including
applicable
vesting,
exercise
and
expiration
provisions)
as
applied
to
each
such
Yatra
Warrant
immediately
prior
to
the
Effective
Time,
shares
of
Ebix
Preferred
Stock
(such
option,
an
Assumed
Warrant),
except
that
(A)
the
number
of
shares
of
Ebix
Preferred
Stock,
subject
to
such
Assumed
Warrant
will
be
equal
to
the
product
of
(x)
the
number
of
Ordinary
Shares
that
were
subject
to
such
Yatra
Warrant
immediately
prior
to
the
Effective
Time,
multiplied
by
(y)
the
Exchange
Ratio,
and
(B)
the
per-share
exercise
price
will
be
equal
to
the
quotient
of
(1)
the
exercise
price
per
Ordinary
Share
at
which
such
Yatra
Warrant
was
exercisable
immediately
prior
to
the
Effective
Time,
divided
by
(2)
the
Exchange
Ratio.

Each
share
of
Ebix
Preferred
Stock
is
convertible,
at
the
option
of
the
holder,
into
20
shares
of
common
stock
of
Ebix.

Our
board
of
directors
and
the
respective
boards
of
directors
of
Merger
Sub
and
Ebix
have
each
approved
the
Merger
Agreement,
the
Merger
and
the
Plan
of
Merger.
Our
board
of
directors
has
also
resolved
to
recommend
that
our
shareholders
adopt
the
Merger
Agreement
and
the
Plan
of
Merger.
In
addition,
the
board
of
directors
of
Ebix
has
approved
the
issuance
of
Ebix
Preferred
Stock
in
connection
with
the
Merger.

Consummation
of
the
Merger
is
subject
to
customary
closing
conditions,
including
(i)
the
Yatra
Shareholder
Approval,
(ii)
the
absence
of
any
law,
injunction
or
order
preventing
or
prohibiting

Table
of
Contents

consummation
of
the
Merger,
(iii)
the
declaration
of
the
effectiveness
by
the
SEC
of
the
Form
S-4
to
be
filed
with
the
SEC
by
Ebix
in
connection
with
the
registration
of
the
Ebix
Preferred
Stock
to
be
issued
in
connection
with
the
Merger
and
(iv)
the
authorization
for
listing
on
the
Nasdaq
Capital
Market,
or
Nasdaq,
of
the
shares
of
Ebix
Preferred
Stock
to
be
issued
in
the
Merger
and
such
other
shares
of
Ebix
Preferred
Stock
to
be
reserved
for
issuance
in
connection
with
the
Merger.
The
obligations
of
each
party
to
consummate
the
Merger
are
also
conditioned
upon
(i)
the
accuracy
of
the
representations
and
warranties
of
the
other
party
as
of
the
closing
(subject
to
customary
materiality
qualifiers),
(ii)
the
absence
of
any
material
breach
by
the
other
party
of
any
of
its
covenants
or
agreements
under
the
Merger
Agreement,
and
(iii)
the
absence
of
a
material
adverse
effect
with
respect
to
the
other
party.
The
obligations
of
Ebix
and
Merger
Sub
to
consummate
the
Merger
are
further
conditioned
upon
(i)
the
completion
of
the
Warrant
Cancellation,
(ii)
Ebix's
receipt
of
written
acknowledgement
from
the
Company's
financial
advisor
that
its
fees
and
expenses
due
for
such
services
have
been
paid
in
full
and
(iii)
other
customary
closing
conditions.
There
can
be
no
assurance
that
these
and
the
other
conditions
to
closing
will
be
satisfied
in
a
timely
manner
or
at
all.

The
Merger
Agreement
contains
representations
and
warranties
and
covenants
of
the
parties
customary
for
a
transaction
of
this
nature.
During
the
period
from
the
date
of
the
Merger
Agreement
until
the
Effective
Time,
we
and
Ebix
have
each
agreed,
subject
to
certain
exceptions,
to
certain
covenants
relating
to,
among
other
things,
(i)
the
conduct
of
their
respective
businesses,
(ii)
the
use
of
their
respective
reasonable
best
efforts
to
obtain
governmental
and
regulatory
approvals,
if
any,
and
(iii)
the
preparation
and
filing
with
the
SEC
of
a
proxy
statement
and
Form
S-4.
In
addition,
subject
to
certain
exceptions,
we
have
agreed
to
covenants
relating
to
(i)
the
submission
of
the
Merger
Agreement
to
our
shareholders
at
the
extraordinary
general
meeting
for
adoption,
(ii)
the
recommendation
by
our
board
of
directors
in
favor
of
the
adoption
by
our
shareholders
of
the
Merger
Agreement
and
(iii)
certain
cost-saving
measures.

In
addition,
we
have
agreed
to
certain
non-solicitation
obligations
relating
to
acquisition
proposals.
We
have
further
agreed
not
to,
subject
to
certain
exceptions,
provide
non-public
information
to,
or
engage
in
discussions
or
negotiations
with,
third
parties
regarding
acquisition
proposals.
However,
prior
to
the
time
when
the
Yatra
Shareholder
Approval
is
obtained,
we
may,
in
certain
circumstances
and
in
compliance
with
certain
obligations,
provide
non-public
information
to,
and
participate
in
discussions
or
negotiations
with
third
parties
with
respect
to
alternative
acquisition
proposals
that
were
not
solicited
in
violation
of
the
Merger
Agreement
and,
subject
to
compliance
with
certain
other
obligations,
change
our
recommendation
that
our
shareholders
adopt
the
Merger
Agreement
and/or
terminate
the
Merger
Agreement
to
enter
into
a
definitive
agreement
with
respect
to
an
acquisition
proposal
that
constitutes
a
superior
proposal.

The
Merger
Agreement
contains
certain
termination
rights
for
us
and
Ebix,
including,
among
others,
the
right
of
either
party
to
terminate
the
Merger
Agreement
if
(i)
the
Merger
has
not
been
consummated
on
or
prior
to
the
Outside
Date,
(ii)
any
court
or
other
governmental
authority
of
competent
jurisdiction
has
issued
an
order
or
taken
any
other
actions
permanently
restraining,
enjoining
or
otherwise
prohibiting
the
Merger,
and
such
order
or
other
action
has
become
final
and
nonappealable,
(iii)
the
Yatra
Shareholder
Approval
is
not
obtained
at
the
extraordinary
general
meeting
for
the
purpose
of
adopting
the
Merger
Agreement,
(iv)
the
other
party
breaches
its
representations,
warranties
or
covenants
in
a
manner
that
results
in
the
failure
of
the
related
closing
condition
to
be
satisfied
(subject
to
a
cure
period
in
certain
circumstances)
or
(v)
the
occurrence
of
a
material
adverse
effect
on
the
other
party's
business.

In
addition,
prior
to
the
receipt
of
the
Yatra
Shareholder
Approval,
(i)
we
may
terminate
the
Merger
Agreement
in
order
to
enter
into
a
definitive
agreement
for
an
acquisition
proposal
that
constitutes
a
superior
proposal
or
in
response
to
an
intervening
event
and
(ii)
Ebix
may
terminate
the
Merger
Agreement
as
a
result
of
our
board
of
directors
changing
its
recommendation
with
respect
to
the
Merger
Agreement.

Table
of
Contents

We
will
be
required
to
pay
the
Termination
Fee
of
$8,160,000
if
the
Merger
Agreement
is
terminated
(i)
by
Ebix,
if
our
board
of
directors
changes
its
recommendation
that
our
shareholders
vote
in
favor
of
adopting
the
Merger
Agreement,
(ii)
by
us
or
Ebix,
if
after
our
board
of
directors
changes
its
recommendation,
the
Yatra
Shareholder
Approval
is
not
obtained
at
the
extraordinary
general
meeting
or
(iii)
by
us
to
enter
into
a
superior
proposal.
We
will
also
be
required
to
pay
the
Termination
Fee
if,
within
twelve
months
following
termination
of
the
Merger
Agreement
due
to
a
failure
to
close
the
Merger
by
the
Outside
Date
or
failure
to
obtain
the
Yatra
Shareholder
Approval,
we
consummate
an
acquisition
proposal
or
enter
into
a
definitive
agreement
with
respect
to
an
acquisition
proposal
that
is
subsequently
consummated
and,
in
each
case,
such
acquisition
proposal
was
publicly
made
and
not
publicly
withdrawn
prior
to
such
termination
of
the
Merger
Agreement.
If
the
Merger
Agreement
is
terminated
by
us
or
Ebix
because
the
Yatra
Shareholder
Approval
is
not
obtained
at
the
extraordinary
general
meeting
and
the
Termination
Fee
is
not
then
payable,
then
we
will
be
required
to
pay
Ebix
the
Expense
Reimbursement
in
an
amount
up
to
$4,000,000.

For
more
information,
see
a
complete
copy
of
the
Merger
Agreement,
filed
as
Exhibit
4.25
to
this
Annual
Report,
and
the
information
regarding
Ebix
and
the
Company,
their
respective
businesses
and
the
status
of
the
Merger,
as
reported
from
time
to
time
in
other
filings
with
the
SEC.

ATB Acquisition

On
July
20,
2017,
we,
through
our
subsidiary
Yatra
India,
agreed
to
acquire
all
of
the
outstanding
shares
of
ATB
pursuant
to
the
ATB
Share
Purchase
Agreement.
Pursuant
to
the
terms
of
the
ATB
Share
Purchase
Agreement,
we:
(a)
acquired
a
majority
of
the
outstanding
shares
of
ATB
on
August
4,
2017
in
exchange
for
a
payment
of
approximately
INR
510
million
and
(b)
agreed
to
acquire
the
balance
of
the
outstanding
shares
of
ATB
in
exchange
for
a
Final
Payment
to
be
made
at
a
Second
Closing.
To
date
the
Second
Closing
has
not
occurred,
as
Yatra
India
and
the
Sellers
have
not
yet
agreed
on
the
computation
for
the
Final
Payment.
A
criminal
complaint
has
been
filed,
and
arbitration
proceedings
have
commenced,
in
connection
with
a
dispute
between
one
of
the
Sellers
in
the
ATB
transaction
and
Yatra
India
and
certain
other
parties.
See
"—Litigation—ATB
Arbitration"
below.

TCIL Acquisition

On
February
8,
2019,
we,
through
our
subsidiary,
Yatra
India,
acquired
all
of
the
outstanding
shares
of
TCIL
pursuant
to
a
TCIL
Share
Purchase
Agreement.
We
expect
that
this
acquisition
will
help
Company
to
strengthen
foothold
in
the
southern
India
region.

Recent Developments in the Indian Air Travel Industry

The
Indian
air
travel
industry
has
recently
experienced
several
significant
developments.
For
example,
Jet
Airways,
one
of
the
largest
private
airlines
in
the
India,
has
recently
ceased
operations
and
subsequently
been
referred
to
insolvency
proceedings.
Jet
Airways'
cessation
of
operations
is
expected
to
result
in
fewer
domestic
and
international
flights
and
have
consequent
impact
on
ticket
prices
in
the
Indian
air
travel
market.

Prior
to
the
initiation
of
insolvency
proceedings,
Jet
Airways
had
initiated
several
cost-savings
measures,
including
ending
its
partnership
with
one
of
the
prominent
global
distribution
system
(GDS)
provider
used
by
us
to
access
airline
ticket
inventory.
In
addition,
Air
India,
has
also
discontinued
providing
domestic
reservation
inventory
to
the
same
GDS
provider,
as
part
of
the
Indian
government's
cost
savings
measure
to
use
one
exclusive
GDS
provider
for
its
domestic
inventory.
We
refer
to
these
developments
as
the
"Reservation
Content
Movement,"
in
the
Indian
air
travel
market.

Table
of
Contents

Our
Approach

India
is
one
of
the
world's
largest
and
fastest
growing
economies,
with
a
large
middle
class
that
is
benefiting
from
increasing
disposable
income
and
a
growing
adoption
of
mobile
Internet
access.
Nevertheless,
India's
middle
class
is
still
a
relatively
small
fragment
of
India's
population.
As
outlined
in
the
chart
below,
as
of
May
2017,
India's
A1-B1
socio-economic
segments,
which
we
believe
to
represent
the
educated
urban
consumers
who
are
our
target
customers,
represent
just
7%
of
the
overall
population
(1.32
billion)
and
23%
of
the
urban
population
(420
million)
in
India.

Source:
Urban
population
estimate
of
420
million,
as
of
May
2017,
per
Internet
and
Mobile
Association
of
India
(IAMAI).
Socio-economic
classification
(SEC)
breakdown
per
the
Market
Research
Society
of
India.
Distribution
of
SEC
A1-E
segments
per
MRSI
applied
to
IAMI
estimate
of
420
million
users
to
arrive
to
socio-economic
segment
size.
Approximations
based
on
income
not
directly
correlated
to
socio
segmentation
hence
proxies
of
income
distribution
used
to
estimate
the
approximate
avg.
income.

As
indicated
by
the
tables
below,
the
Indian
corporate
travel
market
represents
one
of
the
world's
fast
growing
corporate
travel
market.

(1)

(2)

KPMG
&
FCM
travel
report
"Redefining
Corporate
Travel
Management"
dated
January
2019,
accessed
from
Travelbizmonitor.com.

"Business
Travel
in
India'
Emerging
Trends
&
Opportunities"
article
dated
February
13,
2017,
accessed
from
Travelbizmonitor.com.

In
order
to
effectively
grow
our
business
and
serve
the
various
segments
of
India's
growing
middle
class,
we
operate
through
three
go-to-market
strategies:
B2C,
B2E
and
B2B2C.
By
using
a
common
technology
platform,
we
believe
we
are
able
to
effectively
target
India's
educated
urban
consumers
and
have
multiple
points
of
contact
for
marketing
additional
services
to
existing
customers.

Table
of
Contents

•

Our
consumer,
or
B2C,
offerings
are
provided
directly
to
consumers
through
our
apps
and
website.

Our
corporate,
or
B2E,
offerings
are
provided
to
our
customers
through
a
self-booking
tool
as
well
as
site
support
with
staff
for
query
handling
and
execution.
Our
portfolio
of
approximately
850
large
corporate
customers
as
of
March
31,
2019
(including
corporate
customers
of
ATB
and
TCIL)
includes
leading
organizations
from
India
that
employ
approximately
4.5
million
people,
helping
to
make
our
B2E
business
India's
largest
corporate
travel
agency.
We
have
also
ramped
up
our
efforts
for
signups
of
small
and
medium
enterprises
and
entered
into
a
partnership
with
one
of
the
world's
leading
service
providers
for
providing
an
expense
management
solution.

Our
trade,
or
B2B2C,
offerings
address
the
needs
of
a
large
and
fragmented
market
of
travel
agents
providing
access
to
approximately
24,000
registered
agents
in
approximately
550
cities
across
India
as
of
March
31,
2019,
and
particularly
in
smaller
markets
(which
we
refer
to
herein
as
Tier
2
and
Tier
3
cities
or
markets)
where
Internet
penetration
has
traditionally
been
lower
and
where
cash
payments
are
still
the
predominant
form
of
travel
purchasing.

We
believe
that
our
broad
and
diverse
offerings
provide
us
with
considerable
cross-selling
opportunities
across
our
go-to-market
channels,
each
of
which
has
experienced
strong
growth
in
gross
bookings.
Using
our
common
technology
platform,
business
customers,
who
are
introduced
to
our
platform
through
their
employers,
are
able
to
explore
and
book
their
leisure
travel,
and
in
some
cases
our
eCash
program
rewards
and
incentivizes
them
for
doing
so.
We
believe
that
these
aspects
of
our
platform
and
the
high
number
of
repeat
visitors
and
repeat
transactions
provide
us
with
a
cost
effective
way
to
grow
our
business
while
providing
a
high
quality
service
to
our
customers.

Our
Platform

We
have
developed
a
common
technology
platform
approach
that
enables
a
consistent
user
experience
across
multiple
channels
and
different
products,
supporting
our
go-to-market
strategy
across
our
B2C,
B2E
and
B2B2C
channels.
Our
customer
"touch-points"
include
our
mobile
applications,
website
and
call
centers
as
well
as
'embedded'
teams
within
some
of
our
B2E
clients.
In
addition,
through
our
platform,
we
address
the
needs
of
a
large
fragmented
market
of
travel
agents,
empowering
over
24,000
agents
in
approximately
550
cities
across
India
as
of
March
31,
2019.
Combining
these
offerings
on
a
common
technology
platform
allows
us
to
develop
an
ongoing
repeat
relationship
with
our
customers
regardless
of
the
specific
channel
through
which
they
started
using
our
services.
For

Table
of
Contents

example,
using
our
platform,
B2E
customers
are
able
to
explore
and
book
their
subsequent
leisure
travel
through
Yatra,
potentially
benefiting
from
our
eCash
program
that
rewards
them
for
doing
so.

(1)

(2)

(3)

(4)

Data
for
the
twelve
months
ended
March
31,
2019
for
flagship
brand
Yatra.com
only
and
excludes
data
from
B2E
and
B2B2C
businesses.

Cumulative
as
of
March
31,
2019;
does
not
include
data
for
B2B2C
business.

Approximate
count
as
of
March
31,
2019
and
includes
the
employees
of
corporate
customers
of
ATB
and
TCIL.

As
of
March
31,
2019.

Our
website
and
mobile
applications
provide
the
following
capabilities:

•

Exploring & Searching:

Our
web
and
mobile
platforms
enable
customers
to
explore
and
search
flights,
hotels,
holiday
packages,
buses,
trains
and
activities.
We
have
developed
a
Natural
Language
Processing/Machine
Learning,
or
NLP/ML
based
text/voice
search
engine
on
our
website
and
our
Facebook
Bot
to
optimize
search
results.
We
also
have
a
NLP/ML-based
customer
support
knowledge
engine
to
address
users'
queries
without
dialing
the
call
center,
thereby
reducing
the
servicing
cost
and
increasing
customer
satisfaction
levels.
To
further
engage
consumers,
we
have
a
number
of
features
such
as
"Lowest
Fare
Finder,"
"Super
Saver,"
"Things
To
Do"
and
notifications.

Total Visibility:

Using
our
platform,
customers
are
able
to
search
for
the
lowest
price
available
on
any
given
date,
identify
dates
with
public
holidays
and
widely
celebrated
events,
and
obtain
additional
information
such
as
tripadvisor.com
reviews,
information
on
refundable
or
non-
refundable
fares,
number
of
stops
on
airline
bookings,
and
hotel
and
room
amenities.

Table
of
Contents

•

Booking:

Once
a
customer
has
decided
to
book
travel,
we
offer
a
range
of
payment
options.
In
addition,
for
international
transactions,
we
use
a
"Dynamic
Currency
Converter,"
which
supports
29
currencies
and
converts
prices
from
INR
to
another
currency
so
that
international
credit
cards
can
be
charged.

Mobile Applications

As
smartphone
penetration
has
grown
in
India,
our
mobile
apps
have
become
a
critical
component
of
our
consumer
offerings.
We
have
multiple
applications
for
a
variety
of
consumer
segments
and
services
including:

•

Yatra:

Our
primary
mobile
interface
to
our
core
platform,
which
has
been
downloaded
approximately
17.5
million
times.

Yatra Mini:

A
multilingual,
mass-market
Android
application
providing
consumers
with
ready
access
to
rail
and
bus
bookings
as
well
as
budget
hotels.

Yatra Web Check-In:

An
application
designed
to
ease
the
flight
check-in
process
for
travelers.

Yatra Corporate:

A
self-booking
application
for
our
business
customers.

Travelguru HomeStay:

An
application
that
connects
homeowners
and
travelers
to
facilitate
homestay
bookings.

Yatra Hoteliers DESTranet:

An
application
for
hotel
owners
and
operators
to
update
and
manage
their
inventories,
rates
and
check-in
process.

Since
the
launch
of
our
mobile
apps,
we
have
experienced
rapid
growth
in
the
traffic
on
our
mobile
platforms
and
in
fiscal
year
2019,
our
mobile
platforms
accounted
for
approximately
81%
of
our
total
consumer
visits
and
grew
at
14%
over
fiscal
year
2018.

(1)

Data
for
flagship
brand
Yatra.com
only.

Table
of
Contents

Data
from
B2E
and
B2B2C
businesses

(1)

%
of
Online
Bookings
for
flagship
brand
Yatra.com
only
and
excludes
data
from
B2E
and
B2B2C
businesses.

Our
Services

We
offer
comprehensive
travel-related
services,
which
include
domestic
and
international
air
ticketing,
hotel
bookings,
homestays,
holiday
packages,
bus
ticketing,
rail
ticketing,
cab
booking,
activities
and
ancillary
services.
During
the
year
ended
March
31,
2019
we
have
experienced
year
over
year
growth
of
15%
in
air
passengers
booked,
12%
in
stand-alone
hotel
room
nights
booked,
decline
of
20%
in
packages
passengers
traveled
and
20%
in
Gross
Bookings.

Air Ticketing

We
provide
our
customers
with
access
to
seven
domestic
airlines,
including
Indigo,
SpiceJet,
Air
India
and
GoAir,
as
well
as
over
400
airlines
for
international
travel,
including
Air
India,
Emirates,
Etihad
and
Lufthansa.

Our
airline
ticketing
business
provides
comprehensive
information
and
options
to
consumers.
Based
on
the
search
criteria
and
filters
available,
consumers
are
able
to
quickly
and
conveniently
evaluate
options,
make
selections
and
execute
transactions.
Customers
can
search
and
sort
by
date,
airline,
class
of
travel,
fare
price,
origin,
destination,
and
number
of
stops,
and
our
search
results
can
be
enhanced
by
our
customers'
recent
searches,
history
and
preferences.

We
earn
commissions
and
incentives
from
airlines
for
tickets
booked
by
customers
through
our
various
sales
channels.
We
either
deduct
commissions
at
the
time
of
payment
of
the
fare
to
our
airline
suppliers
or
we
collect
our
commissions
from
our
airline
suppliers.
Incentive
payments,
which
are
largely
based
on
volume
of
business,
are
collected
from
our
airline
suppliers
on
a
periodic
basis.
We
charge
our
customers
a
service
fee
for
booking
airline
tickets
and
receive
fees
from
our
GDS
service
providers
based
on
the
volume
of
sales
completed
by
us
through
GDS.
Revenue
from
airline
tickets
sold
as
part
of
packages
is
eliminated
from
our
Air
Ticketing
revenues
and
added
to
our
Hotels
and
Packages
revenue.

Table
of
Contents

We
have
experienced
a
CAGR
of
25%
in
our
air
passenger
count
and
airline
gross
bookings
from
fiscal
year
2015
to
fiscal
year
2019.
During
the
year
ended
March
31,
2019,
air
passengers
booked
grew
15%
year
over
year
and
air
gross
bookings
increased
23%
over
the
same
period.

(1)

(2)

Numbers
for
fiscal
year
2019
include
TCIL
performance
for
two
months.

Please
refer
to
"Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations—Key
Operating
Metrics"
for
definitions
and
reconciliations
of
non-IFRS
measures.

Hotels and Packages

Hotels

With
over
108,000
hotels
and
homestays
contracted
in
approximately
1,400
cities
across
India,
we
are
India's
largest
platform
for
domestic
hotels.
In
fiscal
year
2019,
more
than
2.3
million
standalone
hotel
room-nights
were
booked
through
our
platforms.
Due
largely
to
our
rapid
growth
in
this
segment,
our
Gross
Bookings
has
grown
by
a
CAGR
of
16%
from
fiscal
2015
to
fiscal
2019.
Contracting
with
hotels
is
done
by
a
dedicated
team
that
is
responsible
for
onboarding
listed
properties
as
well
as
negotiating
rates
and
promotions.
Hotels
can
also
self-manage
their
rates,
inventories,
promotions
and
margins
using
our
extranet
(mobile
and
web
versions).
Hoteliers
also
have
an
option
to
access
the
extranet
via
a
Channel
Manager
API,
an
interface
that
lets
hoteliers
connect
their
software
application
to
our
extranet.

Revenue
from
our
Hotels
and
Packages
business
includes
commissions
and
markups
that
we
earn
for
the
sale
of
hotel
rooms
(without
packages),
which
is
recorded
on
a
"net"
basis.
Revenue
from
packages,
including
hotel
and
airline
tickets
sold
as
part
of
packages,
is
accounted
for
on
a
"gross"
basis.
From
fiscal
2018
to
fiscal
2019,
our
Hotels
and
Holiday
Packages'
Gross
Bookings
grew
by
0.9%
driven
by
consistent
growth
in
hotel
room-nights
and
holiday
packages
sales.

Table
of
Contents

In
late
2015,
we
added
homestays
through
our
Yatra
and
Travelguru
brands,
which
includes
a
wide
variety
of
accommodation
options
from
homes,
cottages,
apartments,
guest
houses,
villas,
heritage
properties,
holiday
homes,
jungle
stays,
estate
houses
to
farmhouses
and
more.
As
of
March
31,
2019,
we
had
listed
approximately
14,000
properties
across
the
various
brands
and
platforms.
In
addition,
in
June
2016,
we
launched
our
Travelguru
HomeStay
App,
which
allows
homeowners
to
list
their
property
as
a
homestay
and
travelers
to
search,
browse
and
book
the
properties,
all
at
the
"click
of
a
button."

We
believe
that
Yatra
has
India's
largest
hotel
inventory,
especially
in
the
key
"budget"
category
in
Tier
2
and
Tier
3
cities
that
matches
Indian
consumers'
preferences.

(1)

(2)

(3)

(4)

Management
estimates,
as
of
March
31,
2019

Management
estimates
from
company
website,
press
articles,
and
filings

Includes
approximately
14,000
homestay
accommodations

Premium
hotels
include
4
and
5
star
accommodations;
mid-segment
hotels
include
3
star
accommodations
and
budget
hotels
include
all
other
accommodations
(including
homestay
accommodations)

Holiday
Packages

Our
holiday
packages
offerings
consist
of
both
fixed
departure
and
customized
holiday
packages.
Given
our
focus
on
the
Indian
middle-class
consumer,
many
of
whom
are
not
seasoned
travelers,
our
customers
typically
prefer
booking
holiday
packages
where
most
elements
of
their
travel,
including
flights,
hotels,
sightseeing,
transport,
visa
and
insurance,
are
all
taken
care
of.
We
have
expanded
our
portfolio
to
include
approximately
1,100
holiday
packages
to
destinations
within
India,
Asia,
the
Middle
East
and
Europe
and
have
established
ground
handling
operations
and
partnerships
in
Dubai,
Singapore,
Thailand
and
Malaysia.
We
also
opened
up
our
platform
to
third-party
holiday
packages

Table
of
Contents

sellers
who
can
now
sell
alongside
our
own
products
through
our
platform,
thereby
offering
our
customers
a
wider
choice
of
products.

(1)

(2)

Numbers
for
fiscal
year
2019
include
TCIL
performance
for
two
months.

Please
refer
to
"Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations—Key
Operating
Metrics"
for
definitions
and
reconciliations
of
non-IFRS
measures.

Other
Services

Rail Ticketing

To
leverage
the
convenience
of
online
bookings,
we
entered
the
rail
travel
market
in
September
2007
with
inventory
made
available
by
IRCTC.
IRCTC
is
a
subsidiary
of
Indian
Railways
that
handles
the
catering,
tourism
and
online
ticketing
operations
of
Indian
Railways.

Bus Ticketing

To
leverage
the
convenience
of
online
bookings,
we
entered
the
bus
travel
market
in
September
2014.
To
ensure
consistency
of
supply,
we
source
our
tickets
from
a
combination
of
suppliers.

Cab Booking

Taking
a
step
further
in
servicing
our
customers
and
providing
them
with
one
more
travel
solution,
in
September
2016,
we
launched
app
integration
with
one
of
the
world's
most
famous
cab-booking
companies.
This
made
it
possible
for
our
customers
to
book
their
local
and
intracity
transport
through
the
Yatra
app,
even
if
the
main
supplier
app
is
not
installed
on
their
devices.

Table
of
Contents

In
September
2017,
we
enhanced
the
travel
proposition
for
our
customers
by
offering
a
self-drive
car
rental
service.

Activities

Launched
in
July
2016,
we
currently
list
over
152,000
activities
inside
and
outside
India.
We
offer
a
broad
range
of
activities
to
our
customers
at
multiple
price
points,
including
tours,
historical
and
contemporary
sightseeing,
luxury
experiences,
romantic
trips,
events,
shows,
food
tours,
cooking
classes
and
others,
each
ranging
from
a
few
hours
to
a
full
day.

Our
Strengths

We
believe
the
following
combination
of
attributes
of
our
company
distinguishes
us
from
our
competitors:

Trusted Online Travel Brand

"Yatra,"
which
is
the
Hindi
word
for
"Journey,"
is
one
of
India's
most
well-recognized
travel
brands.
Our
brand
has
received
numerous
awards
and
recognitions,
including
multiple
awards
from
the
Government
of
India's
Ministry
of
Tourism,
'The
Best
Edutainment
Program-K12'
Awarded
by
Indian
Education
Awards
2019—9
th

National
Awards
on
Indian
Education,
The
Economic
Times
Brand
Equity's
Most
Trusted
Brand
Survey
2016,
Travel
and
Hospitality's
Most
Outstanding
Travel
Company
and
the
CNBC
Awaaz
Travel
Award.
The
strength
of
the
brand
is
reflected
in
the
approximately
306
million
visitors
to
our
platform
in
fiscal
year
2019
and
that
our
direct
and
organic
traffic
went
from
approximately
86%
to
approximately
92%
in
fiscal
year
2018
and
fiscal
year
2019,
respectively.
To
further
strengthen
the
brand,
we
have,
from
time
to
time,
signed
up
some
of
India's
leading
film
personalities
as
our
brand
ambassador
in
the
past.

Our Multi-Channel Platform for Business and Leisure Travelers

We
have
designed
a
unique
"go-to-market"
strategy
that
is
a
mix
of
B2C,
B2E
and
B2B2C.
This
comprehensive
approach
creates
strong
network
effects
resulting
in
significant
cross-sell
between
business
and
leisure
travelers,
which
we
believe
addresses
the
entire
travel
market
in
India.
Through
organic
and
inorganic
initiatives
we
believe
we
have
become
the
largest
independent
corporate
travel
services
provider
and
the
second
largest
consumer
travel
company
in
India,
both
leveraging
a
common
technology
platform.
We
believe
that
our
broad
and
diverse
offerings
provide
us
with
considerable
cross-selling
opportunities
across
business
channels
and
that
our
eCash
program
provides
further
incentive
for
customer
loyalty
across
the
various
channels.

Large and Loyal Customer Base

We
have
served
approximately
9.7
million
cumulative
travel
customers
as
of
March
31,
2019,
an
increase
of
1.8
million
customers
compared
to
March
31,
2018,
with
a
high
number
of
repeat
visitors
and
repeat
transactions.
In
the
fourth
quarter
of
2019,
repeat
transactions
accounted
for
75%
of
all
of
the
transactions
on
yatra.com.
For
our
consumer-direct
business,
our
customers
made
an
average
of
3.0
purchases
per
year
often
buying
across
services.

Comprehensive Selection of Service and Product Offerings

Our
comprehensive
travel-related
offerings
are
customized
to
the
unique
needs
of
Indian
and
global
customers
traveling
throughout
India,
and
for
domestic
customers
traveling
internationally.
We
believe
that
we
have
aggregated
the
largest
travel
related
inventory
in
India
that
includes
access
to
all
major
domestic
and
international
airlines
operating
within
India
and
a
hotel
network
that
includes
over
108,000
domestic
hotels
and
homestays
across
1,400
cities
in
India.
This
comprehensive
selection
of

Table
of
Contents

travel-related
services
makes
us
a
"one-stop
shop"
for
our
customers'
business
and
leisure
travel
needs,
thereby
providing
us
with
multiple
points
of
contact
with
travelers
allowing
us
to
develop
an
ongoing
repeat
relationship
with
our
customers.

Single Technology Platform

We
have
developed
a
common
technology
platform
approach
that
enables
a
consistent
user
experience
across
our
entire
customer
base
including
B2C,
B2E
and
B2B2C.
This
approach
has
enabled
us
to
reduce
development
costs
and
accelerate
"time-to-market"
as
new
features
and
services
can
be
launched
simultaneously
across
channels.
Our
technology
also
contributes
to
the
conversion
of
our
business
travelers
to
leisure
travelers
by
creating
a
single
and
familiar
platform
as
well
as
enabling
loyalty
programs
such
as
our
eCash
program,
available
across
all
our
channels
and
offerings.
Our
technology
platform
has
been
designed
to
deliver
a
high
level
of
reliability,
security,
scalability,
integration
and
innovation.
We
believe
that
having
a
single
technology
platform
enables
us
to
innovate
and
scale
our
operations
effectively
across
channels.

Seasoned Management Team with Track Record of Success

We
are
a
founder-led
business
and
our
senior
management
team
is
comprised
of
industry
executives
with
deep
roots
in
the
travel
industry
combining
over
70
years
of
accumulated
experience.
Our
management
team
previously
worked
with
companies
such
as
Ebookers.com,
Tripadvisor.com,
Yahoo,
Travel
Boutique
Online
and
Carlson
Wagonlit.
We
believe
that
our
management's
expertise,
industry
relationships,
and
experience
in
identifying,
evaluating
and
executing
on
new
opportunities
provide
us
with
opportunities
to
grow
organically
and
through
strategic
acquisitions
that
complement
or
expand
our
existing
operations.

Our
Growth
Strategy

The
key
elements
of
our
long-term
growth
strategy
include:

Cost-Effectively Grow our Customer Base

We
intend
to
grow
our
customer
base
by
continuing
to
provide
business
and
leisure
travelers
a
combined,
comprehensive
and
competitive
platform
that
meets
all
their
travel
needs.
In
addition,
we
plan
to
continue
investing
in
our
brand,
expanding
our
B2E
sales
team
and
growing
our
B2B2C
travel
agent
network.
For
example,
during
the
first
half
of
fiscal
year
2018,
we
launched
a
new
brand
campaign
and
grew
our
travel
agent
network
to
approximately
24,000
agents
as
of
March
31,
2019.

(1)

Cumulative
as
of
March
31,
2019;
does
not
include
data
for
B2B2C
businesses.

Table
of
Contents

Grow "Share Of Wallet" With Existing Customers—Leverage our Multi-Channel Approach and Our Loyalty Programs

In
order
to
leverage
our
multi-channel
platform
we
have
developed
a
number
of
initiatives
that
help
us
drive
and
reward
customer
loyalty,
specifically
targeting
business
travelers
who
join
our
platform
through
our
B2E
channel
and
who
eventually
become
B2C
customers.
For
example,
our
eCash
program
was
launched
in
2014
to
reward
customers
for
repeat
purchases.
Customers
accumulate
such
eCash
points
on
travel
booked
through
us,
and
these
points
work
as
a
currency
that
can
be
redeemed
by
customers
during
future
bookings.
Our
eCash
program
is
supported
by
a
strong
technology
architecture
and
operates
seamlessly
with
minimal
human
intervention.
Since
the
eCash
program
was
launched,
we
believe
we
have
seen
a
significant
impact
of
this
program
on
our
business.
We
plan
to
continue
focusing
on
growing
our
B2C
business
and
using
and
promoting
our
eCash
program
in
order
to
grow
our
business.
Over
5
million
customers
have
been
registered
for
our
eCash
program.

Invest in Technology—"One-Stop Shop" For All Travel Needs

We
intend
to
continue
investing
in
our
common
technology
platform
in
order
to
ensure
that
we
can
introduce
new
product
offerings
in
an
efficient
and
timely
manner
and
deliver
on
our
vision
of
being
a
'one-stop-shop'
for
our
customers
when
it
comes
to
travel
and
travel
related
products.
Given
our
focus
on
sustainable
growth,
which
means
that
we
do
not
intend
to
rely
on
aggressive
promotions
and
discounts
to
grow
our
business,
innovation
is
a
key
driver
for
our
business
as
it
enables
us
to
provide
our
customers
with
a
differentiated
high
quality
offering.
In
order
to
provide
customers
with
selection
and
choice,
we
have
launched
a
marketplace
platform
that
enables
us
to
sell
our
own
inventory
as
well
as
the
inventory
of
third-party
vendors
and
we
intend
to
launch
similar
innovative
platform
enhancements
in
the
future.

Focus on Tier 2 and Tier 3 Markets

We
will
continue
to
invest
in
branding
and
services
targeting
Tier
2
and
Tier
3
markets
which,
we
believe,
currently
have
lower
online
penetration
levels
for
travel.
According
to
the
Indian
government's
most
recent
census,
more
than
200
million
people
(representing
16%
of
India's
population)
live
in
the
488
cities
and
towns
comprising
Tier
2
and
3
markets.
We
expect
increased
travel
within
and
between
Tier
2
and
Tier
3
cities
to
drive
growth
in
air
and
hotels.
According
to
the
Airports
Authority
of
India,
the
growth
rate
in
the
number
of
air
travel
passengers
year-over-year
is
higher
in
secondary
airports
located
in
smaller
Tier
1
and
larger
Tier
2
cities
and
smaller
regional
airports
in
Tier
2
cities,
at
24%
and
20%,
respectively,
than
it
is
in
major
metro
airports
located
in
the
largest
Tier
1
cities,
at
16%.

Fuel Growth Through Innovative Acquisition Strategies

The
acquisition
of
companies,
intellectual
property
and
talented
individuals
has
been
central
to
our
growth
strategy.
In
2010,
we
acquired
TSI
and
its
subsidiaries
in
order
to
expand
our
B2B2C
business,
particularly
our
international
Air
Ticketing
for
small
and
medium
scale
enterprises.
In
2012,
we
acquired
Travelguru
B2C
and
B2B2C
entities
from
Travelocity,
which
remain
well-established
hotel
aggregators
in
India.
Through
this
acquisition,
we
expanded
our
hotel
business
by
establishing
more
direct
hotel
relationships
in
India
and
improved
our
inventory
of
affordable
travel
options.
We
have
also
leveraged
our
leading
position
in
the
Indian
travel
ecosystem
to
make
several
"acqui-hires,"
including
the
teams
from
mGaadi
and
dudegenie,
in
order
to
grow
our
business.
During
the
second
quarter
of
fiscal
year
2018
and
fourth
quarter
of
fiscal
year
2019,
we
completed
the
acquisition
of
a
majority
stake
in
ATB
and
the
corporate
division
of
PL
Worldways
known
as
Travel.co.in
Limited,
or
TCIL,
which
further
reinforced
our
leadership
position
in
the
B2E
travel
segment.
We
expect
to
continue
to
pursue
acquisitions
that
we
believe
will
provide
services,
technologies
or
people
that
complement
or
expand
our
current
offerings.

Table
of
Contents

Supplier
Relationships

We
believe
that
we
have
built
and
continue
to
maintain
strong
relationships
across
our
portfolio
of
suppliers
for
airlines,
hotels
and
holiday
packages.
We
have
teams
managing
our
existing
airline
relationships,
hotel
relationships,
and
holiday
packages.
These
teams
also
work
to
expand
our
offerings
and
network.
A
selective
mix
of
negotiated
rates,
payment
terms
and
co-participation
promotions
has
resulted
in
a
compelling
consumer
portfolio
offering
with
an
opportunity
to
leverage
our
large
customer
base
and
cross-sell
effectively.

Airlines

The
airline
ticketing
business
is
primarily
targeted
to
domestic
air
passengers
and
international
travel
from
India.
We
have
access
to
real-time
inventory
either
via
GDS
service
providers
such
as
Amadeus
and
Galileo
or
through
a
"direct-connect"
to
the
airlines.
We
have
relationships
with
all
major
airlines
operating
in
India,
domestic
and
international.
The
fares
paid
by
our
customers
include
a
transaction
fee
and
this,
along
with
the
"per-segment"
earnings
from
the
GDS
providers,
the
commissions
and
volume-linked
incentives
from
the
airlines,
forms
the
revenue
accrued
to
us.
Our
relationships
include
all
major
full-service
carriers
and
low-cost
carriers.
These
include
domestic
carriers
such
as
Air
Asia,
Air
India,
Air
India
Express,
Go
Air,
IndiGo,
SpiceJet,
Vistara,
and
international
airlines
such
as
Air
France-KLM,
British
Airways,
Emirates,
Etihad
Airways,
Air
India,
,
Lufthansa,
Malaysia
Airlines,
Singapore
Airlines,
Thai
Airways
and
Qatar
Airways,
etc.

Hotels

We
have
India's
largest
hotel
network
of
108,000
hotels
and
in
fiscal
year
2019,
more
than
2.3
million
hotel
room-nights
were
booked
through
our
platforms.
We
have
a
team
responsible
for
supply
side
contracting,
onboarding
listed
properties,
and
demand
generation.
We
also
have
an
extranet
portal
that
hoteliers
use
to
access
and
manage
their
inventory,
rates
and
promotions.
Hoteliers
also
have
an
option
to
access
the
extranet
via
a
Channel
Manager
API,
an
interface
that
lets
hoteliers
connect
their
software
application
to
our
extranet.

Customer
Service

We
are
dedicated
to
ensuring
a
superior
user
experience
on
our
platform
and
a
critical
component
of
that
is
customer
service.
We
provide
customer
support
in
all
stages
of
our
customers'
trips—before,
during
and
after.
Our
"chat"
system
is
an
important
means
of
communication
between
buyers
and
sellers,
buyers
and
our
customer
service
and
sellers
and
our
seller
support.
We
monitor
feedback
from
our
customers
using
an
in-house
CRM
system
that
helps
to
provide
simple,
tailor-
made
tools
to
provide
rapid
and
effective
support.
We
have
over
600
employees
in
customer
service,
including
supervisors,
sales
representatives,
quality
assurance
and
process
control
teams.
There
is
a
four
week
induction
and
training
program
for
our
employees,
which
is
managed
by
our
in-house
training
team.

Central
to
the
customer
experience,
our
customer
contact
centers
are
closely
aligned
to
the
business
and
are
equipped
to
meet
all
customer
needs.
These
centers
are
open
seven
days
per
week
with
emergency
numbers
that
are
available
for
any
customers
who
might
need
assistance
during
non-business
hours.
This
enables
us
to
provide
a
seamless
customer
experience
across
all
channels.
To
improve
flexibility
and
cost
efficiency,
we
also
utilize
third-party
customer
service
providers.
In
most
of
the
cases,
our
staff
is
stationed
in
third-party
customer
contact
centers
to
ensure
that
the
customer
experience
is
maintained
to
our
unified
corporate
standards.

Technology

Our
common
technology
platform
has
been
designed
to
deliver
a
high
level
of
reliability,
security,
scalability,
integration
and
innovation.
We
utilize
a
single
data
center
with
an
active
backup
in
another

Table
of
Contents

data
center
and
also
utilize
cloud
services
with
an
ability
to
restore
all
site
operations
within
48
hours
in
case
of
a
complete
shut-down.
This
infrastructure
is
certified
to
support
a
traffic
spike
of
4.5
times
across
the
flights,
hotels,
holidays,
bus
and
rail
platforms.

The
technology
stack
includes
Java,
MySQL,
MongoDB,
Redis,
Memcache,
jQuery
with
a
3-tier
service-oriented
architecture
for
horizontal
scale,
performance
and
flexibility.
We
leverage
and
contribute
to
open
source
technologies,
leading
to
faster
innovation,
development
and
cost-efficiencies.

We
use
an
integration
layer
for
high-scale,
fault
tolerance
and
configurability
with
connectivity
to
multiple
GDS
and
hosting
systems
for
low
cost
carriers.
This
provides
auto
switching
capabilities
and
redundancy
between
suppliers
so
that
we
may
provide
the
same
airline
inventory
even
if
a
supplier
is
experiencing
connectivity
or
performance
issues.

We
have
also
developed
a
common
user
interface
platform
that
ensures
a
single
common
user
view
across
B2C,
B2E
and
B2B2C
channels
and
a
single
customer/client
interface
on
both
the
web
and
mobile
interfaces
so
that
users
have
a
consistent
experience
irrespective
of
the
channel
via
which
they
come
to
us.

In
order
to
ensure
smooth
integration
of
our
inventory,
we
have
launched
a
marketplace
platform
that
enables
us
to
sell
our
own
inventory
and
the
inventory
of
third-party
vendors
to
provide
travelers
a
wider
selection
of
products
and
services
on
a
single
platform.
This
platform
presents
a
set
of
reusable
services
that
allow
third-party
suppliers
or
travel
services
to
manage
and
sell
those
services
on
yatra.com
directly
to
consumers.
This
platform
includes
vendor
management,
seller-
buyer-user
communication
service,
provision
of
content,
inventory
and
pricing
management
and
product
life
cycle
management
services.

Security

We
accept
all
major
credit,
debit
cards
and
other
payment
instruments,
including
mobile
wallets.
PaySwift
is
a
homegrown
payment
engine
to
ensure
payments
are
safe
and
secure.
We
are
PCI-DSS
3.2
compliant
with
VeriSign
secure
certification.
We
follow
a
two-factor
authentication
mechanism
with
the
security
features
of
the
applicable
card.
Our
critical
data
security
practices
include
credit
card
data
protection
in
a
separate
VLAN
accessible
only
through
authenticated
APIs
and
are
in
an
encrypted
storage
with
the
key
broken
into
two
different
systems.
We
also
use
a
risk
engine,
which
is
a
third-party
service,
to
validate
and
fraud
check
international
credit
cards.

Our
24x7
monitoring
and
alerting
security
infrastructure
is
provided
by
an
outsourced
company
from
multiple
locations.
Continuous
scanning,
penetration
testing
and
threat
elimination,
including
ransomware
protection,
is
undertaken
by
third-party
security
experts
assisted
by
in-house
security
consultants.
A
distributed
denial
of
service
(DDoS)
protection
service
has
been
instituted,
which
works
at
the
perimeter
level
with
protection
up
to
one
GBPS,
to
provide
comprehensive
solutions
for
all
application
(layer
7)
and
network
(layer
3)
DDoS
attacks.
Web
application
firewalls
have
also
been
placed
for
network
and
application
security
apart
from
a
network
firewall.

Competition

Table
of
Contents

and
in
each
case
including
their
affiliated
and
group
entities.
Our
competitors
may
have
significantly
greater
financial,
marketing,
personnel
and
other
resources
than
we
have.
Factors
affecting
our
competitive
success
include
price,
availability
of
travel
products,
ability
to
package
travel
products
across
multiple
suppliers,
brand
recognition,
customer
service
and
customer
care,
fees
charged
to
customers,
ease
of
use,
accessibility,
reliability
and
innovation.
If
we
are
not
able
to
compete
effectively
against
our
competitors,
our
business
and
results
of
operations
may
be
adversely
affected.

Large,
established
Internet
search
engines
with
a
global
presence
and
meta
search
companies
who
can
aggregate
travel
search
results
compete
against
us
for
customers.
Certain
of
our
competitors
have
launched
brand
marketing
campaigns
to
increase
their
visibility
with
customers.
Some
of
our
competitors
have
significantly
greater
financial,
marketing,
personnel
and
other
resources
than
we
do
and
certain
of
our
competitors
have
a
longer
history
of
established
businesses
and
reputations
in
the
Indian
travel
market
as
compared
with
us.
Some
meta
search
sites,
including
TripAdvisor,
Trivago
and
Kayak,
offer
the
users
an
ability
to
make
reservations
directly
on
their
websites,
which
may
reduce
the
amount
of
traffic
and
transactions
available
to
us
through
referrals
from
these
sites.
If
additional
meta
search
sites
begin
to
offer
the
ability
to
make
reservations
directly,
that
will
further
affect
our
ability
to
generate
traffic
to
our
sites.
From
time
to
time,
we
may
be
required
to
reduce
service
fees
and
Net
Revenue
Margins
in
order
to
compete
effectively
and
maintain
or
gain
market
share.

We
may
also
face
increased
competition
from
new
entrants
in
our
industry.
The
travel
industry
is
extremely
dynamic
and
new
channels
of
distribution
in
the
travel
industry
may
negatively
affect
our
market
share.
Additional
sources
of
competition
include
large
companies
that
offer
online
travel
services
as
one
part
of
their
business
model,
such
as
Alibaba
Group
Holding
Ltd,
as
well
as
"daily
deal"
websites,
such
as
Groupon,
Inc.'s
Getaways,
or
peer
to
peer
inventory
sources,
such
as
Airbnb
Inc.,
HomeAway.com,
Inc.
and
Oravel
Stays
Pvt.
Ltd.,
which
provide
home
and
apartment
rentals
as
an
alternative
to
hotel
rooms.
The
growth
of
peer
to
peer
inventory
sources
could
affect
the
demand
for
our
services
in
facilitating
reservations
at
hotels.
We
cannot
assure
you
that
we
will
be
able
to
successfully
compete
against
existing
or
new
competitors
in
our
existing
lines
of
business
as
well
as
new
lines
of
business
into
which
we
may
venture.
If
we
are
not
able
to
compete
effectively,
our
business
and
results
of
operations
may
be
adversely
affected.

In
addition,
many
airlines,
hotels,
car
rental
companies
and
tour
operators
have
call
centers
and
have
established
their
own
travel
distribution
websites
and
mobile
applications.
Suppliers
may
offer
advantages
for
customers
to
book
directly,
such
as
member
only
fares,
bonus
miles
or
loyalty
points,
which
could
make
their
offerings
more
attractive
to
customers.
Some
low
cost
airlines
distribute
their
online
supply
exclusively
through
their
own
websites
and
other
airlines
have
stopped
providing
inventory
to
certain
online
channels
and
attempt
to
drive
customers
to
book
directly
on
their
websites
by
eliminating
or
limiting
sales
of
certain
airline
tickets
through
third-party
distributors.
Additionally,
airline
suppliers
are
increasingly
promoting
hotel
supply
on
their
websites
in
connection
with
airline
tickets.
If
we
are
unable
to
compete
effectively
with
travel
supplier
related
channels
or
other
competitors,
our
business
and
results
of
operations
may
be
adversely
affected.

There
can
be
no
assurance
that
we
will
be
able
to
compete
successfully
against
any
current
and
future
competitors
or
on
emerging
platforms,
or
provide
differentiated
products
and
services
to
our
customer
base.
Increasing
competition
from
current
and
emerging
competitors,
the
introduction
of
new

Table
of
Contents

technologies
and
the
continued
expansion
of
existing
technologies,
such
as
meta
search
and
other
search
engine
technologies,
may
force
us
to
make
changes
to
our
business
models,
which
could
affect
our
financial
condition
and
results
of
operations.
Increased
competition
has
resulted
in
and
may
continue
to
result
in
reduced
margins,
as
well
as
loss
of
customers,
transactions
and
brand
recognition.

Intellectual
Property

Our
intellectual
property
rights
include
trademarks
and
domain
names
associated
with
the
name
"Yatra,"
and
"Travelguru"
primarily,
as
well
as
copyrights
and
rights
arising
from
confidentiality
agreements
relating
to
our
website
content
and
technology.
We
regard
our
intellectual
property
as
a
factor
contributing
to
our
success.
We
rely
on
trademark
law,
trade
secret
protection,
non-competition
and
confidentiality
agreements
with
our
employees
and
some
of
our
partners
and
vendors
to
protect
our
intellectual
property
rights.
We
require
our
employees
to
enter
into
agreements
to
keep
confidential
all
information
relating
to
our
customers,
methods,
business
and
trade
secrets
during
and
after
their
employment
with
us.
Our
employees
are
required
to
acknowledge
and
recognize
that
all
inventions,
trade
secrets,
works
of
authorship,
developments
and
other
processes
made
by
them
during
their
employment
are
our
property.

Yatra
India
and
its
subsidiaries
have
registered
the
primary
domain
names,
namely
www.yatra.com ,
www.yatra.in ,
www.tsi-yatra.com and
www.travelguru.com ,
and
have
full
legal
rights
over
these
domain
names
for
the
period
for
which
such
domain
names
are
registered.
We
conduct
our
business
primarily
under
the
"Yatra"
brand
name
and
logo
and
have
registered
the
trademarks
under
a
couple
of
classes
mainly
in
India.
We
have
inter
alia
applied
for
trademark
registration
of
the
logos,
and
word
marks
for
yatra.com
in
India
and
such
applications
are
currently
pending
with
the
Registry
of
Trademarks.
We
have
filed
responses
to
objections
raised
by
the
Registry
of
Trademarks
to
certain
of
these
applications.
We
have
also
filed
oppositions
with
the
Registry
of
Trademarks
against
certain
trademarks
in
pursuance
of
the
protection
of
our
trademarks.

Employees

As
of
March
31,
2019,
we
had
2,514
employees.
The
following
tables
show
a
breakdown
of
our
employees
as
of
March
31
for
the
past
three
years
by
category
of
activity
and
geographic
location.

Division/Function
Executive
Management
Product
development
Sales
and
marketing
Technology
development
and
technology
support
Others
(including
operations,
business
development,
administration,
finance
and
accounting,
legal

and
human
resources)

Total

Includes
employee
count
of
TCIL

Number
of
Employees

as
of
March
31,
2018

2017

2019*

109

621

333

141

844

385

3**

116

377

283

1,273

2,343

2,014

3,391

1,735

2,514

Table
of
Contents

Decrease
is
due
to
redesignation
of
Messrs.
Dhall,
Verma,
Poddar
and
Sodhi
as
non-Executive
Officers
and
due
to
resignation
of
Mr.
Verma.

Location
India
United
States
Singapore
Total

Number
of
Employees

as
of
March
31,
2018

3372

3,391

2017

2,325

2,343

2019

2,498

2,514

None
of
our
employees
are
represented
by
a
labor
union.
We
believe
that
our
relations
with
our
employees
are
good.
As
of
March
31,
2019,
we
employed
191
temporary
and
contractual
employees.

Insurance

We
maintain
and
annually
renew
insurance
for
losses
(but
not
business
interruption)
arising
from
fire,
burglary
as
well
as
terrorist
activities
for
our
corporate
office
at
Gurgaon,
India,
as
well
as
for
our
various
offices
in
India.
In
addition,
we
have
insurance
policies
of
approximately
US$
15
million
to
insure
our
directors
and
officers
from
various
liabilities
arising
out
of
the
general
performance
of
their
duties.
We
have
also
purchased
key
man
insurance,
professional
indemnity
insurance,
public
liability
insurance,
fidelity
insurance
and
work
injury
compensation
insurance
for
Yatra
India.

In
addition
to
the
above,
we
have
taken
standard
medical
policies
for
all
the
companies
in
the
Group
and
group
term
insurance
policies
and
group
personal
accident
policies
in
Yatra
India
and
some
of
its
subsidiaries
and
affiliates
(besides
a
cash
insurance
policy
in
one
of
our
subsidiaries).

Regulations

We
are
subject
to
various
laws
and
regulations
in
India
arising
from
our
operations
in
India,
including
travel
agent
requirements
and
the
operation
of
our
website,
call
centers
and
other
offices.

Yatra
India
has
obtained
registration
from
Ministry
of
Tourism
to
act
as
Domestic
Tour
Operator
and
Inbound
Tour
Operator
which
are
valid
until
May
7,
2024
and
May
7,
2024,
respectively.
Yatra
India
is
also
accredited
with
the
International
Air
Transport
Registration
which
is
valid
for
2020.

Under
the
Indian
Information
Technology
Act,
2000,
as
amended,
we
are
subject
to
certain
liabilities
pertaining
to
the
implementation
and
maintenance
of
reasonable
security
practices
and
procedures
with
respect
to
sensitive
personal
data
or
information
that
we
possess,
deal
with
or
handle
in
our
computer
systems,
networks,
databases
and
software.
India
has
also
implemented
privacy
laws,
including
the
Information
Technology
(Reasonable
Security
Practices
and
Procedures
and
Sensitive
Personal
Data
or
Information)
Rules,
2011,
which
impose
limitations
and
restrictions
on
the
collection,
use
and
disclosure
of
personal
information.

We
have
obtained
approvals
to
operate
our
domestic
and
international
call
centers
in
India
as
"Other
Service
Providers"
(OSP)
from
the
Department
of
Telecommunications,
Ministry
of
Communications
and
Information
Technology,
Government
of
India.
Our
approval
in
respect
of
Domestic
OSP
and
International
OSP
is
valid
for
20
years
from
October
18,
2013
and
September
26,
2012,
respectively.

We
also
obtain
and
maintain
registrations
under
the
Shops
and
Establishments
Act
and
Rules
of
each
state
where
our
offices
are
located.

Our
operations
in
India
currently
do
not
benefit
from
tax
holidays
under
any
applicable
laws
or
regulations.

Table
of
Contents

The
consolidated
foreign
direct
investment
policy,
or
FDI
Policy,
issued
by
the
Department
of
Industrial
Policy
and
Promotion,
Ministry
of
Commerce
and
Industry,
Government
of
India
and
the
Foreign
Exchange
Management
Act,
1999,
as
amended,
and
the
regulations
framed
thereunder,
or
FEMA,
have
certain
requirements
with
respect
to
downstream
investments
by
Indian
companies
that
are
owned
or
controlled
by
foreign
entities
and
with
respect
to
the
transfer
of
ownership
or
control
of
Indian
companies
in
sectors
with
caps
on
foreign
investment
from
resident
Indian
persons
or
entities
to
foreigners.
These
requirements
currently
include
restrictions
on
pricing,
valuation
of
shares
and
sources
of
funding
for
such
investments,
which
may,
in
certain
cases,
require
prior
notice
to
or
approval
of
the
Government
of
India.
India's
Foreign
Exchange
Management
Act,
1999,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder,
restrict
us
from
lending
to
or
borrowing
from
our
Indian
subsidiaries.
Further
the
Government
of
India
has
from
time
to
time
made
and
may
continue
to
make
revisions
to
the
FDI
policy
on
e-commerce
in
India
(including
in
relation
to
business
model
and
permitted
services).
Such
changes
may
require
us
to
make
changes
to
our
business
in
order
to
comply
with
Indian
law.

The
Companies
Act
contains
significant
changes
to
Indian
company
law,
including
in
relation
to
the
issuance
of
capital
by
companies,
related
party
transactions,
corporate
governance,
audit
matters,
shareholder
class
actions
and
restrictions
on
the
number
of
layers
of
subsidiaries
and
corporate
social
responsibility
spending.
While
the
majority
of
the
provisions
of
the
Companies
Act
are
currently
effective,
certain
provisions
of
the
Companies
Act,
1956
remain
in
effect.

Litigation

From
time
to
time
we
may
become
involved
in
legal
proceedings
or
be
subject
to
claims
arising
in
the
ordinary
course
of
our
business
and
the
results
of
litigation
and
claims
cannot
be
predicted
with
certainty.

Except
for
the
ATB
and
tax
proceedings
described
below,
there
are
no
governmental,
legal
or
arbitration
proceedings
(including
any
such
proceedings
which
are
pending
or
threatened,
of
which
we
are
aware)
that
we
believe
could
reasonably
be
expected
to
have
a
material
adverse
effect
on
our
results
of
operations
or
financial
position.

ATB Arbitration

On
July
20,
2017,
we,
through
our
subsidiary
Yatra
India,
agreed
to
acquire
all
of
the
outstanding
shares
of
ATB
pursuant
to
a
ATB
Share
Purchase
Agreement.
Pursuant
to
the
terms
of
the
ATB
Share
Purchase
Agreement,
we:
(a)
acquired
a
majority
of
the
outstanding
shares
of
ATB
on
August
4,
2017
in
exchange
for
a
payment
of
approximately
INR
510
million
and
(b)
agreed
to
acquire
the
balance
of
the
outstanding
shares
of
ATB
in
exchange
for
a
Final
Payment
to
be
made
at
a
Second
Closing.
To
date
the
Second
Closing
has
not
occurred,
as
Yatra
India
and
the
Sellers
have
not
yet
agreed
on
the
computation
for
the
Final
Payment.

On
June
4,
2019,
the
EOW
of
the
Delhi
Police
registered
a
First
Information
Report
to
initiate
an
investigation
of
a
criminal
Complaint
that
was
previously
filed
with
the
EOW
by
Mr.
Sunil
Narain,
the
Complainant
and
one
of
the
Sellers.
The
Complaint
alleged,
among
other
things,
cheating
and
criminal
breach
of
trust
in
connection
with
Yatra
India's
performance
of
its
obligations
under
the
ATB
Share
Purchase
Agreement,
which
Yatra
India
has
denied
in
its
initial
response
to
the
Complaint.
The
Complaint
was
originally
filed
against
(i)
Yatra
India,
(ii)
certain
officers
and
directors
of
our
subsidiaries,
including
Yatra
India,
and
(iii)
a
partner
in
Yatra
India's
external
auditing
firm
(which
we
refer
to
as
the
Respondents,
and
together
with
the
Complainant,
the
Parties).
As
relief,
the
Complainant
requested
that
appropriate
action
be
taken
in
response
to
the
alleged
criminal
acts,
including,
among
other
things,
the
registration
of
a
First
Information
Report.

Table
of
Contents

Separately,
on
May
30,
2019,
Yatra
India
filed
a
petition
with
the
High
Court
of
Delhi
seeking,
among
other
things,
interim
relief
against
the
Complainant.
Based
on
the
petition,
on
May
31,
2019,
the
High
Court
of
Delhi
issued
an
order
granting
certain
interim
relief
to
Yatra
India
referring
the
matter
to
arbitration
and
also
appointing
an
arbitrator.
The
arbitration
proceedings
in
the
matter
have
commenced
accordingly.

We
and
Yatra
India
believe
that
the
Complaint
was
filed
for
collateral
purposes
and
that
the
allegations
contained
in
the
Complaint
are
entirely
false
and
frivolous,
and
they
intend
to
vigorously
defend
this
matter
and
cooperate
fully
with
the
EOW
in
connection
with
its
ongoing
investigation.
There
can
be
no
assurance
that
the
EOW
will
not
pursue
further
action
against
the
Respondents.
Further,
although
we
and
Yatra
India
believe
that
Court-ordered
arbitration
will
result
in
favorable
resolution
for
us,
there
can
be
no
assurances
that
the
arbitrator
will
issue
a
decision
that
is
favorable
to
Yatra
India
or
us.
Failure
to
complete
the
acquisition
of
ATB's
remaining
outstanding
shares
would
prevent
us
from
realizing
in
full
the
anticipated
benefits
of
the
ATB
Share
Purchase
Agreement.
In
addition,
the
market
price
of
the
Company's
ordinary
shares
may
reflect
various
market
assumptions
as
to
whether
the
Company
will
complete
the
acquisition
of
ATB's
remaining
outstanding
shares.
Any
continued
delay
or
failure
to
complete
the
acquisition
of
ATB's
remaining
outstanding
shares,
or
any
adverse
development
in
connection
with
the
pending
investigation
of
the
Complaint,
may
negatively
affect
the
Company's
business
and
results
of
operations.

Tax Matters Relating to Yatra Online Private Limited

Assessment
Year
2008-09

In
December
2010,
we
received
a
demand
notice
from
the
Indian
income
tax
authorities
for
the
assessment
year
2008-09,
disallowing
a
deduction
of
INR
18.9
million.
In
January
2011,
we
filed
an
appeal
with
the
Commissioner
of
Income
Tax
(Appeals).
The
appeal
was
decided
in
our
favor
in
March
2012
and
we
received
partial
relief
except
for
some
disallowance
amounting
to
INR
1.6
million.
The
Revenue
department
of
income
tax
authority
has
filed
an
appeal
against
the
order
of
the
Commissioner
of
Income
Tax
(Appeals)
with
the
Income
Tax
Tribunal.
Further,
in
March
2014,
we
received
a
demand
notice
for
payment
of
tax
on
disallowed
expenses
of
INR
1.6
million.
The
tax
amount
was
paid
in
April
2014.
In
March
2016,
the
Income
Tax
Tribunal
remanded
the
matter
to
the
file
of
the
assessing
officer
who
will
decide
these
issues
afresh
and
give
us
an
opportunity
to
present
the
case
before
him.
The
matter
has
not
yet
been
scheduled
for
hearing
by
the
assessing
officer.

Assessment
Year
2012-13

In
April
2016,
we
received
a
demand
notice
from
the
Indian
income
tax
authorities
for
the
assessment
year
2012-13,
disallowing
a
deduction
of
INR
8.2
million
for
expenditure
relatable
to
exempt
income
and
security
deposit
written
off.
We
filed
an
appeal
before
the
Commissioner
of
Income
Tax
(Appeals)
in
July
2016.
Subsequently,
we
were
issued
a
notice
of
demand
for
INR
0.5
million
as
a
tax
penalty
against
which
we
filed
an
appeal
before
the
Commissioner
of
Income
Tax
(Appeals)
in
November
2016.
The
matter
was
scheduled
for
hearing
on
19
th

January
2018.
Hearing
for
penalty
matter
adjourned
sine
die.
Fresh
notice
will
be
issued
after
hearing
of
quantum
appeal.
We
have
not
heard
back
from
department
since
the
adjournment.

Assessment
Year
2013-14

In
November
2014,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
for
scrutiny
assessment
for
the
assessment
year
2013-14.
A
scrutiny
assessment
refers
to
the
examination
of
a
return
of
income
by
giving
an
opportunity
to
the
tax
payer
to
substantiate
the
income
declared
and
the
expenses,
deductions,
losses,
exemptions,
etc.,
claimed
in
the
return
with
the
help
of
evidence.
We
have
submitted
the
required
information
to
the
concerned
authorities.
Assessment
orders
dated

Table
of
Contents

December
22,
2016
were
issued,
disallowing
a
deduction
of
INR
11.8
million
and
determining
the
sum
of
INR
Nil
payable
by
us.
We
filed
an
appeal
before
the
Commissioner
of
Income
Tax
(Appeals)
in
January
2017.
Final
orders
were
passed
in
August
2018
partly
allowing
the
appeal.
The
company
accepted
the
order
&
matter
is
closed.

Assessment
Year
2014-15

In
March
2016,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
for
scrutiny
assessment
for
the
assessment
year
2014-15.
We
have
submitted
the
required
information
to
the
concerned
authorities.
Assessment
orders
were
subsequently
issued
on
December
29,
2017,
disallowing
a
deduction
of
INR
0.02
million.
We
have
filed
an
appeal
before
the
Commissioner
of
Income
Tax
(Appeals)
in
January
2018.
The
matter
is
not
yet
scheduled.

In
December
2016,
we
were
issued
a
notice
towards
Transfer
Pricing
proceedings
under
Section
92CA
of
the
Income
Tax
Act
requisitioning
certain
information.
The
Company
submitted
all
the
required
information
with
the
department,
after
which
Transfer
pricing
orders
under
Section
92CA(1)
of
the
Income
Tax
Act
were
issued
in
October
2017,
accepting
arm's
length
pricing
of
the
transactions.
The
assessment
is
closed.

Assessment
Year
2015-16

In
January
2017,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
for
an
inquiry
before
assessment
for
the
assessment
year
2015-16
where
in
the
Company
was
required
to
provide
certain
documents
in
connection
with
the
assessment.
The
required
documents
were
filed
with
the
income
tax
authorities
by
the
company
in
March
2017.

In
June
2018,
we
were
issued
a
notice
towards
Transfer
Pricing
proceedings
under
Section
92CA
of
the
Income
Tax
Act
requisitioning
certain
information.
The
Company
had
submitted
all
the
required
information
with
the
department.

In
February
2019,
we
were
issued
assessment
orders
making
an
addition
of
INR
92.4
million
relating
to
arm's
length
pricing
of
domestic
transaction
with
associate
enterprises.
We
have
filed
an
appeal
before
the
Commissioner
of
Income
Tax
(Appeals)
in
March
2019.
The
matter
is
not
yet
scheduled.

Assessment
Year
2016-17

In
July
2017,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
for
complete
scrutiny
and
we
were
requested
to
furnish
information
electronically
on
or
before
July
24,
2017.
The
required
information
has
been
submitted
with
the
department.
We
have
not
heard
back
from
the
department
since
the
submission.

In
December
2018,
we
received
assessment
orders
making
an
addition
of
INR
0.03
million
towards
TDS
applicability
on
expense.
We
have
accepted
the
orders
and
assessment
is
closed.

Assessment
Year
2017-18

In
August
2018,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
for
complete
scrutiny
and
we
were
requested
to
furnish
information
electronically
on
or
before
August
22,
2018.
We
filed
the
required
documents
with
the
income
tax
authorities
in
March
2017.
Tax
assessment
intimation
under
section
143(1)
of
Income
Tax
Act,
1961
was
issued
in
March
2019
without
any
addition.
The
tax
scrutiny
is
not
completed.

Table
of
Contents

Service
Tax
Show
Cause
and
Demand
Notice—Fiscal
Years
2007-17

In
June
2012,
pursuant
to
an
audit
conducted
by
the
service
tax
authorities,
we
received
a
notice
from
the
service
tax
authorities
for
fiscal
years
2007-11
in
respect
of
certain
matters
which
relate
to
the
travel
industry
and
involve
a
complex
interpretation
of
Indian
laws.
We
received
similar
notices
for
fiscal
years
2011-
12,
2012-13,
2013-14
and
2014-15
in
December
2012,
May
2014,
April
2015
and
April
2016,
respectively.
In
November
2012,
we
filed
a
reply
with
the
Commissioner
of
Service
Tax
for
fiscal
years
2007-11
and
similarly
filed
an
objection
in
April
2013
for
fiscal
year
2012,
in
February
2015
for
fiscal
year
2013,
in
May
2015
for
fiscal
year
2014
and
in
May
2016
for
fiscal
year
2015.
We
attended
a
personal
hearing
before
the
Commissioner
of
Central
Excise
in
November
2015
for
fiscal
years
2007-13
and
in
September
2015
for
fiscal
year
2014.
The
aggregate
value
of
the
demand
in
these
show
cause
notices
is
approximately
INR
1,000
million,
excluding
interest
and
penalties
if
finally
determined
to
be
payable.
We
attended
the
personal
hearing
before
the
Principal
Commissioner,
Gurugram
on
November
29,
2017
in
respect
of
show
cause
notices
mentioned
above.
Further
to
such
proceedings,
the
demand
of
service
tax
of
INR
983.2
million
has
been
raised
by
the
Commissioner
of
Service
Tax
along
with
a
penalty
of
INR
381.8
million
and
interest
at
an
appropriate
rate
in
February
2018
and
received
by
us
on
March
9,
2018.
An
appeal
was
filed
before
the
Customs,
Excise
and
Service
Tax
Appellate
Tribunal
(CESTAT)
in
June
2018.
The
matter
has
not
yet
been
scheduled
for
hearing.

We
received
similar
notice
for
the
period
April
2015—June
2017.
The
aggregate
value
of
the
show
cause
notice
is
approximately
INR
148.1
million
(excluding
interest
and
penalties).
Our
reply
to
the
show
cause
notice
was
filed
on
June
29,
2018
before
the
Commissioner
of
GST,
Gurugram.
The
Commissioner
of
GST,
Gurugram
passed
an
adverse
order
dated
October
31,
2018,
received
by
us
on
December
19,
2018
confirming
a
demand
of
INR
129.4
million
along
with
a
penalty
of
INR
12.9
million
and
interest
at
an
appropriate
rate.
An
appeal
was
filed
before
CESTAT
in
February
2019.
The
matter
has
not
yet
been
scheduled
for
hearing.

Service
Tax
Show
Cause
and
Demand
Notice—Fiscal
Years
2010-17

In
October
2015,
pursuant
to
an
industry
wide
inquiry
on
compliance
with
service
tax
rules
and
regulations
by
various
travel
agencies
in
India
initiated
by
the
Mumbai
Zonal
Unit
of
Directorate
General
of
Excise
Intelligence
and
Customs,
an
excise
and
customs
tax
regulatory
authority
in
India,
we
received
a
notice
from
the
tax
authorities
for
fiscal
years
2010
to
2015,
demanding
payment
of
service
tax
in
respect
of
certain
matters,
some
of
which
relate
to
the
travel
industry
in
India
and
involve
a
complex
interpretation
of
Indian
law.
In
March
2016,
we
filed
a
reply
with
the
Commissioner
of
Service
Tax
for
fiscal
years
2010-15.
The
aggregate
value
of
demand
for
the
show
cause
notice
above
is
approximately
INR
240.7
million
(excluding
interest
and
penalties
if
finally
determined
to
be
payable).
Further
to
such
proceedings,
the
demand
of
service
tax
of
INR
240.7
million
has
been
raised
by
the
Commissioner
of
Service
Tax
along
with
a
penalty
of
INR
240.7
million
and
interest
at
an
appropriate
rate
in
December
2016.
An
appeal
has
been
filed
before
CESTAT
in
March
2017.
An
early
hearing
application
was
allowed
by
CESTAT
on
May
20,
2019
on
request
of
department,
listing
the
matter
for
final
disposal.
The
matter
is
schedules
for
hearing
on
August
9,
2019.

In
March
2018,
we
received
notice
from
Commissioner
for
the
period
April
2015—June
2017
relating
to
same
matter.
The
aggregate
value
of
show
cause
notice
is
approximately
INR
437.6
million
(excluding
interest
and
penalties
).
We
have
filed
reply
in
May
2018.
The
Commissioner
of
GST,
Gurugram
passed
an
adverse
order
dated
November
29,
2018,
received
by
us
on
December
08,
2018
confirming
a
demand
of
INR
381.6
million
along
with
a
penalty
of
INR
38.2
million
and
interest
at
an
appropriate
rate.
An
appeal
has
been
filed
before
CESTAT
in
March
2019.
The
matter
is
schedules
for
hearing
on
August
9,
2019.

Table
of
Contents

Investigation
by
Directorate
General
of
Central
Excise
Intelligence

An
investigation
has
been
initiated
by
the
Directorate
General
of
Central
Excise
Intelligence,
or
DGCEI,
for
the
period
from
October
2010
to
September
2015
for
service
tax
relating
to
hotel
reservations.
The
matters
are
industry
wide
and
involve
a
complex
interpretation
of
law.
We
have
made
a
pre-deposit
of
INR
25
million
under
protest
but
we
have
not
received
any
show
cause
notice
in
this
respect.
A
notice
for
further
information
on
the
subject
was
received
and
our
reply
was
filed
in
January
2016.
The
investigation
is
ongoing.
We
believe
that
we
have
strong
grounds
to
defend
our
position
on
these
matters.

Service
Tax
Intimation
for
audit
of
Fiscal
Years
2012-13—2016-17

In
September
2017,
we
received
an
intimation
issued
from
the
Office
of
the
Commissioner
of
GST
Audit
Gurugram
for
conducting
service
tax
audit
from
Fiscal
Years
2012-13
to
2016-17.
The
required
information
is
submitted
to
the
concerned
authorities.

Tax Matters Relating to Yatra TG Stays Private Limited (formerly known as D. V. Travels Guru Pvt. Ltd)

Assessment
Year
2014-15

In
April
2016,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
for
scrutiny
assessment
for
the
assessment
year
2014-15.
We
have
submitted
the
required
information
to
the
concerned
authorities.
Assessment
order
dated
December
26,
2016
was
issued
determining
the
sum
of
INR
1.6
million
refundable
to
us.
This
also
contained
disallowance
of
deduction
of
INR
4.5
million
in
respect
of
which
show
cause
notice
was
served
as
to
why
penalty
for
furnishing
of
inaccurate
particulars
of
income
should
not
be
levied.
A
notice
dated
June
8,
2017
for
penalty
proceedings
u/s
271(1)(
c
)
was
issued.
We
appeared
before
Dy.
Commissioner
of
Income
tax
on
June
19,
2017
and
submitted
clarification
in
this
regard.
Rectification
order
u/s
154
of
the
Income
Tax
Act,
1961
was
passed
on
June
23,
2017
adding
a
disallowance
of
INR
4.5
million
and
also
penalty
proceedings
were
dropped.
We
accepted
the
disallowances
and
the
assessment
closed.

Assessment
Year
2015-16

In
April
2016,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
for
scrutiny
assessment
for
the
assessment
year
2015-16.
We
have
submitted
the
required
information
to
the
concerned
authorities.
Assessment
closed
with
Nil
assessment
orders
dated
December
20,
2017.

Assessment
Year
2016-17

In
July
2017,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
for
complete
scrutiny
and
furnish
information
electronically
on
or
before
July
27,
2017.
The
required
information
is
submitted
with
the
department
and
we
have
not
received
any
further
information
thereafter.
The
assessment
was
closed
with
Nil
assessment
orders
dated
December
21,
2018.

Service
Tax
Show
Cause
and
Demand
Notice—November
2005
to
October
2006

In
April
2011,
we
received
a
notice
from
the
service
tax
authorities
on
the
basis
of
investigation
carried
out
by
the
DGCEI
for
the
period
November
2005
to
October
2006
in
respect
of
admissibility
of
input
credit.
In
November
2012,
we
filed
a
reply
with
the
Commissioner
of
Service
Tax.
The
value
of
demand
for
the
show
cause
notice
above
is
approximately
INR
3.7
million
(excluding
interest
and
penalties
if
finally
determined
to
be
payable).
A
personal
hearing
on
the
matter
was
held
on
July
27,
2016
and
we
reiterated
the
submissions
in
the
ground
of
appeal
and
also
made
additional
written
submissions.
In
August
2016,
we
received
orders
wherein
the
demand
was
confirmed
by
the
Commissioner
(Appeals).
We
have
filed
an
appeal
against
the
order
with
the
Customs,
Excise
and

Table
of
Contents

Service
Tax
Appellate
Tribunal
(
CESTAT)
in
November
2016.
The
matter
was
listed
before
CESTAT,
Mumbai
on
June
29,
2017.
Tribunal
after
hearing
the
submissions
of
the
parties
was
pleased
to
allow
the
Appeal
by
way
of
remand
to
adjudicating
authority.
The
Bench
has
directed
the
Authority
to
duly
verify
the
receipt
of
services
by
the
Appellant
and
allow
credit
on
services,
if
found
to
have
been
received
by
the
Company.
The
Adjudicating
Authority
is
directed
to
complete
the
process
of
verification
by
December
31,
2017
and
pass
appropriate
order.
We
by
letter
dated
November
17,
2017,
have
asked
Asst.
Commissioner
for
any
information/details
are
required
and
extended
our
support
to
complete
verification
process
in
response
of
which
we
have
received
the
letter
from
department
dated
December
22,
2017
that
Asst
Commissioner
has
no
jurisdiction
to
adjudicate
the
said
Order
and
hence
has
requested
to
approach
the
adjudicating
authority
as
per
Para
5
of
circular
1049/37/2016-CX
under
F.No.267/40/2016-CX
by
virtue
of
which
any
cases
remanded
back
for
novo
jurisdiction
shall
be
decided
by
the
authority
of
the
rank
which
passed
the
remanded
order.
On
January
16,
2018
we
filed
1
letter
with
the
Additional
Commissioner
CGST
requesting
to
complete
the
inquiry.

We
received
the
communication
from
Superintendent
CGST
on
December
24,
2018
fixing
personal
hearing
on
January
8,
2019
with
Joint
Commissioner
CGST.
The
hearing
was
attended
and
the
officer
has
asked
for
a
list
of
vendors
with
vendor
addresses
so
that
officer
could
send
the
verification
letters.
We
submitted
the
information
on
January
15,
2019.

Service
Tax
Show
Cause
and
Demand
Notice—Fiscal
Years
2007-11

In
August
2011,
pursuant
to
an
audit
conducted
by
the
service
tax
authorities,
we
received
a
notice
from
the
service
tax
authorities
for
fiscal
years
2007-11
in
respect
of
certain
matters
which
relate
to
the
travel
industry
and
involve
a
complex
interpretation
of
Indian
law.
In
April
2012,
we
filed
a
reply
with
the
Commissioner
of
Service
Tax
for
fiscal
years
2007-11
and
an
additional
submission
was
made
in
July
2014.
Further
to
such
proceedings,
the
demand
of
service
tax
of
Rs
237.6
million
has
been
raised
by
the
Commissioner
of
Service
Tax
along
with
a
penalty
of
INR
237.6
million
and
interest
at
an
appropriate
rate.
We
have
filed
an
appeal
against
the
order
with
the
Customs,
Excise
and
Service
Tax
Appellate
Tribunal
(CESTAT)
in
January
2017.

Service
Tax
Intimation
for
audit
Fiscal
Years
2012-13—2016-17

In
August
2017,
we
received
an
intimation
issued
by
the
Office
Of
The
Additional
Commissioner
of
GST
Audit
Mumbai
for
conducting
service
tax
audit
from
Fiscal
Years
2012-13
to
2016-17.
We
have
submitted
the
required
information
to
the
concerned
authorities.
In
January
2018,
the
Audit
officer
requested
for
more
information.
The
relevant
information
was
submitted
to
the
concerned
authorities.
The
audit
report
is
awaited.

Tax Matters Relating to Yatra Hotel Solutions Private Limited (formerly known as Desiya Online Travel Distribution Pvt. Ltd.)

Assessment
Year
2015-16

In
January
2018,
we
received
a
demand
notice
order
of
INR
1.4
million
from
the
Indian
income
tax
authorities
for
the
assessment
year
2015-16,
disallowing
a
deduction
of
INR
3.4
million
for
expenditure.
An
appeal
has
been
filed
against
the
order
in
January
2018
and
a
pre-deposit
of
INR
0.3
million
is
made.
We
have
not
heard
back
since
then.

Service
Tax
Show
Cause
and
Demand
Notice—October
2012
to
October
2013

We
have
filed
a
refund
claim
application
with
the
service
tax
authorities
in
January
2014,
seeking
a
refund
of
an
amount
of
INR
8.5
million.
In
March
2014,
we
received
notice
from
the
service
tax
department
for
rejection
of
refund
claim
for
service
tax.
In
July
2014,
we
filed
a
reply
with
the
Assistant
Commissioner
of
Service
Tax.
In
February
2015,
the
Office
of
the
Assistant
Commissioner
of

Table
of
Contents

Service
Tax
asked
for
submission
of
self-certified
copies
of
audited
balance
sheet
and
returns.
In
March
2015,
the
Office
of
the
Assistant
Commissioner
of
Service
Tax
sought
certain
clarification
in
this
regard.
We
made
our
submission
in
February
2016.
We
submitted
follow
up
letter
with
department
on
June
18,
2018.
The
matter
is
currently
pending
with
the
department.
We
received
communication
on
December
3,
2018
from
Asst
Commissioner
of
Central
tax
Kolkata,
directing
the
Deputy/Asst
Commissioner
of
Central
Tax
Mumbai
to
verify
the
interest
paid
on
advances.
We
met
the
officer
on
January
8,
2019
to
understand
the
requirements
and
made
our
submissions
on
January
28,
2019.

Tax Matters Relating to TSI Yatra Private Limited

Assessment
Year
2008-09

In
July
2018,
we
received
a
TDS
demand
notice
over
email
from
the
Indian
income
tax
authorities
of
INR
1.6
million
related
to
erstwhile
subsidiary
of
TSI
Yatra
Private
limited
named
TSI
North
East
Private
Limited.
The
demand
is
in
respect
of
PAN
error
in
return
filed.
We
are
in
process
of
revising
the
return
with
correct
PAN
details.
We
deposited
INR
0.6
million
and
are
in
process
of
rectifying
the
error
by
updating
the
TDS
return.

Assessment
Year
2013-14

In
February
2016,
we
received
a
demand
notice
order
from
the
Indian
income
tax
authorities
for
the
assessment
year
2013-14,
disallowing
a
deduction
of
INR
8.15
million
for
expenditure
relatable
to
exempt
income.
This
has
been
accepted
by
us
and
the
assessment
has
accordingly
been
closed.
Income
tax
authorities
subsequently
have
imposed
a
penalty
of
INR
1.89
million.
We
filed
an
appeal
with
the
Commissioner
of
Income
Tax
(Appeals)
in
November
2016.
We
received
adverse
order
from
CIT(A)
in
December
2018
and
filed
appeal
with
ITAT
on
January
21,
2019.
The
matter
is
not
yet
scheduled
for
hearing.

Assessment
Year
2014-15

In
January
2017,
we
were
issued
a
notice
towards
Transfer
Pricing
proceedings
under
Section
92CA
of
the
Income
Tax
Act
requisitioning
information.
The
Company
had
submitted
all
the
required
information
is
submitted
with
the
concerned
authorities
post
which
Transfer
pricing
orders
under
Section
92CA(1)
of
the
Income
Tax
Act
were
issued
in
October
2017
accepting
the
arm's
length
pricing
of
transactions.

In
January
2018,
we
have
received
an
assessment
order
from
Indian
tax
authorities
for
assessment
year
2014-15,
and
a
demand
for
additional
tax
payments
of
approximately
INR
95.34
million,
advising
us
of
an
upward
revision
of
our
declared
income
for
that
assessment
year
as
a
result
of
consideration
received
by
us
towards
allotment
of
shares
higher
than
fair
market
value.
We
filed
an
appeal
with
the
Commissioner
of
Income
Tax
(Appeals)
in
February
2018.
Pre
deposit
of
INR
13.89
million
was
made
in
March
2018.
We
received
an
adverse
order
from
CIT(A)
on
January
15,
2019
and
an
appeal
was
filed
with
ITAT.
As
direct
by
ITAT,
deposit
of
INR
5.0
million
was
made
in
March
2019
and
balance
outstanding
demand
was
stayed
for
a
period
of
six
month.
The
hearing
was
adjourned
thrice.
The
matter
has
been
fixed
for
hearing
on
August
26,
2019.
We
also
received
letter
from
Central
Processing
Centre
of
Income
Tax
Department
dated
May
17,
2019
and
July
11,
2019
adjusting
our
refund
INR
17.6
million
for
assessment
year
2017-18
with
outstanding
demand.
We
do
not
recognize
these
claims
as
a
contingent
liability
as
we
believe
the
likelihood
of
the
claims
being
upheld
by
the
relevant
authorities
to
be
remote.

Table
of
Contents

Assessment
Year
2015-16

In
April
2017,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
for
scrutiny
of
assessment
year
2015-16.
We
have
submitted
the
required
information
to
the
concerned
authorities.
In
June
2017,
we
were
issued
a
notice
in
connection
with
the
assessment
of
the
Assessment
Year
2015-16
requiring
to
produce
certain
documents
/
information
on
July
12,
2017.
We
have
submitted
the
required
information
to
the
concerned
authorities.

In
December
2017,
we
have
received
an
assessment
order
from
Indian
tax
authorities
for
assessment
year
2015-16,
without
any
demand
for
additional
tax
payments.
Assessment
is
closed.

Assessment
Year
2016-17

In
September
2017,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
on
tax
deduction
on
source
and
it's
payment
for
the
assessment
year
2016-17
for
submission
of
details
by
September
27,.2017.
The
required
details
are
submitted.

In
October
2017,
we
received
a
notice
order
from
the
Indian
income
tax
authorities
for
the
assessment
year
2016-17,
imposing
penalty
INR
0.76
million
for
non-deduction
of
withholding
tax.
The
matter
was
fixed
for
hearing
on
October
24,
2017
wherein
we
were
asked
to
submit
further
details.
The
details
have
been
subsequently
submitted
and
we
have
not
heard
back
from
department
thereafter.

Service
Tax
Show
Cause
and
Demand
Notice—Fiscal
Years
2007-12

In
October
2013,
pursuant
to
an
audit
conducted
by
the
service
tax
authorities,
we
received
a
notice
from
the
service
tax
authorities
for
fiscal
years
2007-12
in
respect
of
certain
matters
which
relate
to
the
travel
industry
and
involve
a
complex
interpretation
of
Indian
law.
In
March
2014,
we
filed
a
reply
with
the
Commissioner
of
Service
Tax.
Further
to
such
proceedings,
the
demand
of
service
tax
of
Rs
19.94
million
has
been
raised
by
the
Commissioner
of
Service
Tax
along
with
a
penalty
of
INR
19.94
million
and
interest
at
an
appropriate
interest
rate.
In
December
2016,
we
filed
an
appeal
against
the
order
with
Customs,
Excise
and
Service
Tax
Appellate
Tribunal
(CESTAT)
along
with
a
payment
of
7.5%
of
the
duty
demanded.

Service
Tax
Show
Cause
and
Demand
Notice—Fiscal
Years
2010-14

In
October
2015,
we
received
a
notice
from
the
service
tax
authorities
for
fiscal
years
2010-14
in
respect
of
certain
matters
which
relate
to
the
travel
industry
and
involve
a
complex
interpretation
of
Indian
law.
In
March
2016,
we
filed
a
reply
with
the
Commissioner
of
Service
Tax.
We
attended
a
personal
hearing
before
the
Commissioner
of
Central
Excise.
The
aggregate
value
of
demand
for
the
show
cause
notice
above
is
approximately
INR
231.6
million
(excluding
interest
and
penalties
if
finally
determined
to
be
payable).
A
personal
hearing
in
this
matter
was
attended
before
Additional
Director
General
on
January
13,
2017.
Additional
submission
was
submitted
with
adjudicating
authority
on
January
27,
2017.
Further
to
such
proceedings,
demand
of
service
tax
of
INR
231.6
million
has
been
raised
by
the
Directorate
General
of
GST
Intelligence
along
with
interest
at
an
appropriate
rate.
In
November
2017,
we
have
filed
an
appeal
against
the
order
with
Customs,
Excise
and
Service
Tax
Appellate
Tribunal
(CESTAT)
along
with
a
payment
of
7.5%
of
the
duty
demanded
as
pre-deposit
under
the
service
tax
law.
An
early
hearing
application
was
allowed
by
CESTAT
on
May
20,
2019
on
request
of
department,
listing
the
matter
for
final
disposal.
The
matter
is
schedules
for
hearing
on
August
9,
2019.

Tax Matters Relating to Yatra Corporate Hotel Solutions Private Limited (formerly known as Intech Hotel Solutions Private Limited)

Table
of
Contents

Assessment
Year
2013-14

In
August
2016,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
on
nature
of
some
expenditure
incurred
with
respect
to
international
transaction
done
with
associate
enterprise
for
the
assessment
year
2013-14.
This
would
have
tax
effect
of
INR
1.41
million.
The
matter
has
not
yet
been
scheduled
for
hearing
by
the
assessing
officer.

Assessment
Year
2014-15

In
July
2016,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
for
scrutiny
assessment
for
the
assessment
year
2014-15.
We
have
submitted
the
required
information
to
the
concerned
authorities.
An
assessment
order
was
subsequently
issued
in
December
2016
adding
income
of
INR
7.8
million
and
raising
demand
of
INR
0.9
million.
We
filed
an
appeal
before
the
Commissioner
of
Income
Tax
(Appeals)
in
December
2016.
A
notice
dated
June
6,
2017
for
penalty
proceedings
u/s
271(1)(
c
)
was
issued.
We
submitted
appeal
documents
and
clarifications
against
the
above
notice
with
the
department.
In
March
2019,
The
Office
of
The
Commissioner
of
Income
Tax
(Appeal)
issued
an
order
partly
allowing
the
appeal.
Against
the
CIT(A)
orders
we
filed
appeal
before
ITAT
on
Jun
6,
2019.
The
matter
has
not
yet
been
scheduled
for
hearing.

Assessment
Year
2016-17

In
August
2017,
we
were
issued
a
notice
by
the
Indian
income
tax
authorities
for
complete
scrutiny
and
furnish
information
electronically
on
or
before
August
22,
2017.
The
required
information
has
been
submitted
with
the
department.
In
December
2018,
we
have
received
assessment
order
making
upward
addition
of
INR
7.0
million.
An
appeal
has
been
filed
before
CIT(A)
in
January
2019.
The
matter
has
not
yet
been
scheduled
for
hearing.

Tax Matters Relating to Air Travel Bureau Private Ltd

Service
Tax
Show
Cause
and
Demand
Notice—Fiscal
Years
2005-12

In
November
2011,
pursuant
to
an
audit
conducted
by
the
service
tax
authorities,
we
received
a
notice
from
the
service
tax
authorities
for
the
period
October
2005-
September
2010
in
respect
of
certain
matters
which
relate
to
the
travel
industry
and
involve
a
complex
interpretation
of
Indian
laws.
The
aggregate
value
of
demand
for
the
show
cause
notice
above
is
approximately
INR
3.2
million
along
with
a
penalty
of
INR
3.2
million
and
interest
at
an
appropriate
rate
raised
by
the
Additional
Commissioner
of
Service
Tax.
An
appeal
was
filed
before
Commissioner
of
Central
Excise
(Appeals)
in
February
2012.
The
matter
was
scheduled
for
hearing
on
March
06,
2018.
As
per
the
orders
dated
May
09,
2018,
service
tax
demand
was
confirmed
under
the
normal
period
limitation
along
with
the
interest
but
no
penalty
was
imposed.

Table
of
Contents

Organizational
Structure

The
following
diagram
illustrates
our
corporate
structure
and
the
place
of
formation
and
ownership
interest
of
each
of
our
significant
subsidiaries,
as
of
March
31,
2019:

Organisation
Structure
as
on
March
31,
2019

Terrapin
3's
founder
stockholders
own
Class
F
Shares
in
Yatra
Online,
Inc.
and
have
an
exchange
right
to
acquire
ordinary
shares
of
Yatra
Online,
Inc.
See
"Item
7.
Major
Shareholders
and
Related
Party
Transactions—Exchange
and
Support
Agreement."

Network18
Media
and
Investments
Private
Limited
holds
1.069%
and
Pandara
Trust
Scheme
I
holds
0.422%
of
Yatra
Online
Private
Limited.

Property,
Plant
and
Equipment

Our
primary
facility
is
our
principal
executive
office
located
in
Gurgaon,
India.
We
have
leased
approximately
156,000
square
foot
facilities
across
14
cities,
including
approximately
80,000
square
feet
in
Gurgaon,
22,000
square
feet
in
Mumbai,
16,000
square
feet
in
Bangalore,
14,000
square
feet
in
Hyderabad
and
11,000
square
feet
in
Delhi.

The
company
is
in
the
process
of
relocating
to
a
new
facility
in
fiscal
2019-20

Outside
of
India
we
have
leased
an
office
in
Singapore.

ITEM
4A.

UNRESOLVED
STAFF
COMMENTS

As
of
the
date
of
filing
of
this
Annual
Report,
we
have
no
unresolved
comments
from
the
SEC.

ITEM
5.

OPERATING
AND
FINANCIAL
REVIEW
AND
PROSPECTS

The following discussion of our business, financial condition and results of operations should be read in conjunction with "Item 3. Key Information—A.
Selected Consolidated Financial Data" and our consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion
contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in "Item 3. Key Information—D.
Risk Factors" and elsewhere in this

Table
of
Contents

Annual Report. Actual results could differ materially from those contained in any forward-looking statements.

Overview

Leisure
and
business
travelers
use
our
mobile
applications,
our
website,
www.yatra.com,
and
our
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.
We
also
provide
access
through
our
platform
to
hotels,
homestays
and
other
accommodations,
with
more
than
108,000
hotels
and
homestays
in
more
than
1,400
cities
and
towns
across
India
and
more
than
1.5
million
hotels
around
the
world.
To
ensure
that
our
service
is
truly
a
"one-stop
shop"
for
travelers,
we
also
provide
our
customers
with
access
to
approximately
1,100
holiday
packages
and
more
than
152,000
other
activities
such
as
tours,
sightseeing,
shows,
and
events.

We
generate
revenue
through
two
main
lines
of
business:
(1)
Air
Ticketing
and
(2)
Hotels
and
Packages.
Sales
in
our
Air
Ticketing
business
are
primarily
made
through
our
websites,
mobile
applications,
mobile
web,
B2B2C
(business
to
business
to
consumer)
travel
agents
and
corporate
client
implants.
Sales
in
our
Hotels
and
Packages
business
are
made
through
our
websites,
mobile
applications,
mobile
web,
B2B2C
(business
to
business
to
consumer)
travel
agents
and
call
centers.
We
also
generate
revenue
through
sales
of
travel
vouchers
and
coupons,
advertising
from
third
parties,
including
advertisements
on
our
websites
by
facilitating
access
to
travel
insurance,
and
also
through
online
sale
of
bus
tickets,
rail
and
cab
services
and
other
ancillary
travel
services.

Revenue
from
the
sale
of
airline
tickets
in
our
Air
Ticketing
business,
including
commission,
incentives
and
fees,
is
recognized
on
a
net
basis.
Incentives
from
airlines
are
recognized
when
the
performance
thresholds
under
the
incentive
schemes
are,
or
are
probable
to
being
achieved
at
the
end
of
periods.

In
our
Hotels
and
Packages
business,
revenue
from
hotel
reservations,
including
commissions
and
incentives,
is
recognized
on
a
net
basis.
Revenue
from
tours
and
packages,
including
revenue
on
airline
tickets
sold
to
customers
as
a
part
of
tours
and
packages,
is
accounted
for
on
a
gross
basis
as
we
are
determined
to
be
the
primary
obligor
in
the
arrangement
as
the
risks
and
responsibilities
are
taken
by
us,
including
the
responsibility
for
delivery
of
services.
The
cost
of
delivering
such
services
includes
the
cost
of
hotel,
airlines
and
package
services
and
is
disclosed
as
service
cost.

Revenue
from
other
services
primarily
consists
of
the
sale
of
cab
services,
rail
and
bus
tickets,
including
commissions,
is
recognized
on
a
net
basis.

Revenue
from
other
revenue
primarily
consists
of
advertising
revenue,
fees
for
facilitating
website
access
to
travel
insurance
companies
and
sales
of
travel
vouchers
and
coupons.
This
revenue
is
recognized
as
the
services
are
performed.

Table
of
Contents

Recent
Developments

Ebix Merger Agreement

On
July
16,
2019,
we
entered
into
the
Merger
Agreement
with
Ebix,
and
Merger
Sub,
pursuant
to
which,
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.
Our
board
of
directors
and
the
respective
boards
of
directors
of
Merger
Sub
and
Ebix
have
each
approved
the
Merger
Agreement,
the
Merger
and
the
Plan
of
Merger.
Our
board
of
directors
has
also
resolved
to
recommend
that
our
shareholders
adopt
the
Merger
Agreement
and
the
Plan
of
Merger.
In
addition,
the
board
of
directors
of
Ebix
has
approved
the
issuance
of
Ebix
Preferred
Stock
in
connection
with
the
Merger.
Consummation
of
the
Merger
is
subject
to
customary
closing
conditions.
For
more
information,
see
"Item
4.
Information
on
the
Company—Business
Overview—Recent
Developments—Ebix
Merger
Agreement,"
a
complete
copy
of
the
Merger
Agreement,
filed
as
Exhibit
4.25
to
this
Annual
Report,
and
the
information
regarding
Ebix
and
the
Company,
their
respective
businesses
and
the
status
of
the
Merger,
as
reported
from
time
to
time
in
other
filings
with
the
SEC.

ATB Acquisition

On
July
20,
2017,
we,
through
Yatra
India,
agreed
to
acquire
all
of
the
outstanding
shares
of
ATB
pursuant
to
the
ATB
Share
Purchase
Agreement.
Pursuant
to
the
terms
of
the
ATB
Share
Purchase
Agreement,
we:
(a)
acquired
a
majority
of
the
outstanding
shares
of
ATB
on
August
4,
2017
in
exchange
for
a
payment
of
approximately
INR
510
million
and
(b)
agreed
to
acquire
the
balance
of
the
outstanding
shares
of
ATB
in
exchange
for
the
Final
Payment
to
be
made
at
the
Second
Closing.
To
date
the
Second
Closing
has
not
occurred,
as
Yatra
India
and
the
Sellers
have
not
yet
agreed
on
the
computation
for
the
Final
Payment.
On
June
4,
2019,
the
EOW
of
the
Delhi
Police
registered
a
First
Information
Report
to
initiate
an
investigation
of
a
Complaint
previously
filed
with
the
EOW
by
Mr.
Sunil
Narain,
the
Complainant
and
one
of
the
Sellers.

TCIL Acquisition

On
February
8,
2019,
we,
through
our
subsidiary,
Yatra
India,
acquired
all
of
the
outstanding
shares
of
TCIL
pursuant
the
TCIL
Share
Purchase
Agreement.
We
expect
that
this
acquisition
will
help
Company
to
strengthen
foothold
in
the
southern
India
region.

Key
Operating
Metrics

Our
operating
results
are
affected
by
certain
key
operating
metrics
that
represent
overall
transaction
activity
and
financial
performance
generated
by
our
travel
services
and
products.
Three
of
the
most
important
operating
metrics,
which
are
critical
in
determining
the
ongoing
growth
of
our
business,
are
Gross
Bookings,
Adjusted
Revenue
and
Net
Revenue
Margins.

Table
of
Contents

Gross Bookings

Gross
Bookings
represent
the
total
amount
paid
by
our
customers
for
the
travel
services
and
products
booked
through
us,
including
taxes,
fees
and
other
charges,
and
are
net
of
cancellations
and
refunds.

Amount
in
INR
thousands
Gross
Bookings
Air
ticketing
Hotels
and
packages
Total

Adjusted Revenue

Fiscal
Year
Ended
March
31,
2018

2019

2017

57,562,263

10,435,643

67,997,906

79,156,190

13,386,288

92,542,478

97,638,313

13,511,914

11,1150,227

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
interim
condensed
consolidated
financial
results
prepared
in
accordance
with
IFRS
as
issued
by
the
IASB.
Our
Adjusted
may
not
be
comparable
to
similarly
titled
measures
reported
by
other
companies
due
to
potential
differences
in
the
method
of
calculation.

The
following
table
reconciles
our
revenue,
which
is
an
IFRS
measure,
to
Adjusted
Revenue,
which
is
a
non-IFRS
measure:

Amount
in
INR

thousands
except
%

Revenue
Add:
Customer
promotional
expenses
Service
Cost
Other
Income
Adjusted
Revenue

Air
Ticketing

Hotels
and
Packages

Other

Fiscal
Year
Ended
March
31,

2017

2018

2019

2017

2018

2019

2017
2018

2019

2017

Total

2018

2019

3,656,976

5,012,931

3,449,265

5,326,414

6,628,236

4,914,420

373,422

607,346

994,895

9,356,812

12,248,513

9,358,580

—

3,571,451

—

1,248,506

—

(4,179,486)
(4,930,757)
(4,282,803)
—

(4,179,486)
(4,930,757)
(4,282,803)

263,785

—

3,656,976

5,012,931

5,708,152

1,146,928

1,697,479

1,880,123

373,422

607,346

1,058,953

5,202,608

7,407,757

8,911,013

—

2,258,887

—

90,001

25,282

64,058

—

Net Revenue Margins

Net
Revenue
Margins
is
defined
as
Adjusted
Revenue
as
a
percentage
of
Gross
Bookings
and
represent
the
commissions,
fees,
incentive
payments
and
other
amounts
earned
in
our
business.
We
follow
net
revenue
margin
trends
closely
across
our
various
lines
of
business
to
gain
insight
into
the
performance
of
our
various
businesses.

Table
of
Contents

The
following
table
sets
forth
the
Gross
Bookings,
Adjusted
Revenue
and
Net
Revenue
Margins
for
our
Air
Ticketing
business
and
our
Hotels
and
Packages
business
for
the
periods
indicated:

Gross
Bookings*
Air
Ticketing
Hotels
and
Packages
Total

Adjusted
Revenue**

Air
Ticketing
Hotels
and
Packages
Others
(Including
other
income)
Total

Net
Revenue
Margin
%***

Air
Ticketing
Hotels
and
Packages

Fiscal
Year
Ended
March
31,
2018

2019

2017

57,562,263

10,435,643

67,997,906

79,156,190

13,386,288

92,542,478

97,638,313

13,511,914

111,150,227

3,656,976

1,146,928

398,704

5,202,608

5,012,931

1,697,479

697,347

7,407,757

5,708,152

1,880,123

1,322,738

8,911,013

6.4%

11.0%

6.3%

12.7%

5.8%
13.9%

Gross
Bookings
represent
the
total
amount
paid
by
our
customers
for
the
travel
services
and
products
booked
through
us,
including
fees
and
other
charges,
and
are
net
of
cancellations
and
refunds.

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
interim
condensed
consolidated
financial
results
prepared
in
accordance
with
IFRS
as
issued
by
the
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.

***

Net
Revenue
Margins
are
defined
as
Adjusted
revenue
as
a
percentage
of
Gross
Bookings.

Factors
Affecting
Our
Results
of
Operations

Trends and Changes in the Indian Economy and Travel Industry.

Our
financial
results
have
been,
and
are
expected
to
continue
to
be,
affected
by
trends
and
changes
in
the
Indian
economy
and
travel
industry,
particularly
the
Indian
online
travel
industry.
Macroeconomic
trends
and
changes
in
India
which
may
affect
our
results
include,
among
others:

•

a
slowdown
in
India's
economic
growth;

growth
in
the
middle
class
population
in
India,
as
well
as
increased
tourism
expenditure
in
India;

increase
in
discretionary
expenditures
among
Indian
households;

increased
Internet
penetration
(particularly
broadband
penetration)
in
India;

Table
of
Contents

•

increased
use
of
the
Internet
for
commerce
in
India;

increased
use
of
smartphones
and
mobile
devices
in
India;

intensive
competition
from
new
and
existing
market
players,
particularly
in
the
Indian
online
travel
industry;

consolidation
among
the
existing
market
players
in
the
Indian
travel
industry;

changes
in
exchange
rates
and
controls
or
interest
rates
in
India;

changes
in
government
policies,
including
taxation
policies
in
India;

social
and
civil
unrest
and
other
political,
social
and
economic
developments
in
or
affecting
India;
and

capacity
additions
and
average
occupancy
rates
among
the
hotel
suppliers.

Changes
specific
to
the
Indian
air
travel
industry
have
affected,
and
will
continue
to
affect,
the
revenue
per
transaction
for
travel
agents,
including
our
company.
In
particular,
volatility
in
global
economic
conditions
and
jet
fuel
prices
in
recent
years,
as
well
as
liquidity
constraints,
have
caused
our
airline
partners
to
pursue
cost
reductions
in
their
operations,
including
reducing
distribution
costs.
Measures
taken
by
airlines
to
reduce
such
costs
have
included
reductions
in
travel
agent
commissions
and
a
reduction
in
the
number
of
GDS
service
providers
with
whom
such
airlines
do
business.
Recent
bankruptcies
have
also
impacted
the
Indian
air
travel
industry.
For
example,
Jet
Airways,
one
of
the
largest
private
airlines
in
the
India,
has
recently
ceased
operations
and
subsequently
been
referred
to
insolvency
proceedings.
Jet
Airways'
cessation
of
operations
is
expected
to
result
in
fewer
domestic
and
international
flights
and
have
consequent
impact
on
ticket
prices
in
the
Indian
air
travel
market.
In
addition,
many
of
the
international
airlines
that
fly
to
India
have
also
either
significantly
reduced
or
eliminated
commissions
to
travel
agents.
Full-service
airlines
generally
utilize
GDSs,
which
are
a
primary
reservation
tool
for
travel
agents,
for
their
ticket
inventory;
however,
low-cost
airlines
generally
do
not.
As
a
result,
travel
agents
selling
airline
tickets
for
low-cost
airlines
generally
do
not
earn
fees
from
GDSs.

In
2017,
the
Government
of
India
launched
'Ude
Desh
ka
Aam
Naagrik'
(UDAN)
scheme
for
better
regional
connectivity
to
the
second
tier
and
third
tier
cities.
This
scheme
aims
to
create
economically
viable
and
profitable
flights
on
regional
routes.
This
would
help
make
flying
more
affordable
to
the
common
man
even
in
small
towns.
The
scheme
will
help
to
stimulate
growth
in
the
domestic
regional
aviation
market
and
connect
the
less
served
airports
and
those
that
are
not
having
flight
services
primarily
in
the
tier
2
and
tier
3
cities.
Initially
under
the
scheme,
five
companies
will
operate
flight
services
on
128
established
and
new
routes
that
will
connect
around
70
airports
across
the
country.

In
the
first
round
of
bids,
the
UDAN
scheme
connected
16
new
regional
airports.
The
Indian
Government
under
second
phase
for
the
UDAN
scheme
had
launched,
which
would
connect
78
regional
airports
and
31
helipads
or
heliports
serviced
initially
through
Jet
Airways,
Indigo
and
Pawan
Hans
helicopters.
Also
12
routes
under
the
Regional
Connectivity
Scheme
(RCS)
UDAN
have
recently
become
functional.
Now
the
total
operational
routes
under
UDAN
is
186
(including
8
Tourism
RCS
routes)
of
the
total
706
sanctioned
Routes.

Changes in Our Business Mix and Net Margins.

Our
Hotels
and
Packages
business
has
historically
yielded
higher
margins
than
our
Air
Ticketing
business.
We
believe
that
as
a
result
of
the
complexity
and
fragmentation
of
the
Hotels
and
Packages
segment,
the
services
we
provide
allow
us
to
command
better
margins
as
compared
with
airline
tickets,
which
are
largely
impacted
by
the
macroeconomic
factors
noted
above,
such
as
fuel
and
consolidation
in
the
airline
industry.
Our
capacity
additions
in
the
hotels
business,
as
well
as
the
lower
level
of
average
room
occupancy
rates,
further
contribute
to
our

Table
of
Contents

relatively
higher
Hotels
and
Packages
margins,
as
compared
to
Air
Ticketing
margins.
However,
given
the
intense
competition
for
customer
acquisition
in
this
category
by
our
competitors,
our
business
will
require
a
significant
level
of
investment
to
seek
to
maintain
and
increase
our
share
of
the
hotels
business.
To
the
extent
we
do
not
match
competition
in
consumer
promotions,
we
risk
experiencing
lower
growth
rates
than
those
of
our
competitors,
which
could
result
in
a
change
in
our
business
mix
and
margins.

Cost Efficiently Attracting New B2C Customers Through the B2E Channel.

Through
our
B2E
offerings,
we
serve
business
customers,
including
leading
organizations
from
India
and
around
the
world,
that
employ
over
4
million
people.
We
believe
that
our
broad
and
diverse
offerings
provide
us
with
considerable
cross-selling
opportunities
to
these
potential
B2C
clients.
In
addition,
in
order
to
incentivize
B2E
customers
to
become
B2C
customers,
we
operate
our
eCash
loyalty
program.
As
our
B2E
clients
become
more
familiar
with
our
offerings
and
our
eCash
program,
we
expect
our
opportunities
to
cross-sell
to
their
employees
will
also
expand.
We
believe
this
will
allow
us
to
continue
to
target
and
attract
new
B2C
customers
in
a
cost
effective
manner.
Although
we
believe
this
long-term
strategy
of
cost-efficient
B2C
customer
expansion
will
allow
us
to
continue
to
grow
our
business,
the
impact
of
these
efforts
may
take
longer
to
develop
than
we
expect.
If
we
are
unable
to
successfully
take
advantage
of
cross-selling
opportunities
or
attract
new
B2C
customers,
the
ongoing
growth
of
our
business
may
be
negatively
impacted.

Increasing Use of Mobile.

Customers
in
India
are
increasingly
shifting
to
mobile
usage.
We
are
rapidly
moving
towards
a
'Mobile
First'
business
and
have
therefore
been
able
to
capitalize
on
the
increasing
mobile
use,
as
evidenced
by
the
rapid
user
growth
on
our
platform
with
mobile
being
the
primary
channel
for
customers
to
engage
with
us.
We
have
seen
an
increase
in
use
of
mobile
as
a
driver
for
Gross
Bookings
and
expect
that
as
more
of
our
customers
shift
to
using
mobile
in
India,
this
trend
will
continue
to
drive
our
growth.

Seasonality in the Travel Industry.

Marketing and Sales Promotion Expenses.

Competition
in
the
Indian
online
travel
industry
is
extremely
intense
and
the
industry
is
expected
to
remain
highly
competitive
for
the
foreseeable
future.
Increased
competition
may
cause
us
to
increase
our
marketing
and
sales
promotion
expenses
in
the
future
in
order
to
compete
effectively
with
new
entrants
and
existing
players
in
the
market,
and
we
expect
this
competitive
environment,
and
therefore
our
expenses,
to
change
over
time.
We
also
incur
marketing
and
sales
promotion
expenses
associated
with
customer
inducement
and
acquisition
programs,
including
cash
incentives
and
loyalty
program
incentive
promotions.

Risk Related to Operations in India.

A
substantial
portion
of
our
business
and
most
of
our
employees
are
located
in
India,
and
we
intend
to
continue
to
develop
and
expand
our
business
in
India.
Consequently,
our
financial
performance
and
the
market
price
of
our
Ordinary
Shares
will
be
affected
by
changes
in
exchange
rates
and
controls,
interest
rates,
changes
in
government
policies,
including
taxation
policies,
social
and
civil
unrest
and
other
political,
social
and
economic
developments
in
or
affecting
India.

Impact of Changing Laws, Rules and Regulations in India.

Table
of
Contents

Two
years
after
implementation,
the
GST
law
is
still
evolving.
The
Indian
government
is
enforcing
some
provisions
that
were
initially
deferred,
introducing
regular
amendments,
issuing
clarifications
and
changing
tax
return
formats.
This
has
caused
businesses
to
re-visit
tax
positions
and
contract
terms,
update
accounting
software
and
enhance
compliance
capabilities
to
keep
up
with
the
changing
legal
requirements.

Beginning
in
October
2018,
TCS
provisions
were
enforced
for
electronic
commerce
operators.
As
the
Company
primarily
does
business
through
its
online
portal
and
web-based
application,
the
Company
is
required
to
comply
with
TCS
provisions.
As
a
result,
the
Company
has
obtained
new
registrations
in
all
states
and
now
files
a
monthly
return
which
reconciles
the
values
on
which
TCS
is
collected
with
the
values
disclosed
by
the
suppliers
.
This
has
greatly
increased
compliance
costs
and
is
creating
cash
flow
issues
for
the
Company
.

The
Government
of
India
has
also
enabled
certain
states
to
levy
additional
cess
in
certain
extraordinary
circumstances.
Particularly,
the
Kerala
government
has
introduced
the
Kerala
Flood
Cess
on
intra-state
supplies
of
goods
and/or
services.
The
Kerala
Flood
Cess
is
likely
to
become
effective
from
August
1,
2019
and
the
Company
is
in
the
process
of
analyzing
its
tax
positions
with
respect
to
levy
of
Kerala
Flood
Cess,
to
comply
with
the
provisions
in
a
time
bound
manner.

The
Company
is
also
in
the
process
of
filing
its
first
annual
return
for
fiscal
year
2018
and
having
a
GST
audit
conducted
by
an
audit
firm
pursuant
to
GST
laws,
which
requires
the
figures
in
the
Company's
books
and
GST
returns
to
be
reconciled
and
reconciliation
differences
explained
appropriately.

The
Government
of
India
is
also
planning
to
introduce
new
GST
tax
return
formats
in
near
future.
Such
new
formats
would
require
the
Company
to
review
the
disclosures
to
be
made
in
GST
returns
and
make
changes
in
the
ERP
system
for
capturing
the
requisite
data.

Overall,
GST
has
had
a
mixed
impact
on
the
Company.
The
decentralization
of
tax
registration
and
related
compliance
have
caused
a
significant
increase
in
our
compliance
requirements
over
the
last
two
years.
In
addition
to
increased
compliance
costs,
the
Company
is
also
paying
GST
taxes
for
of
hotel
accommodation
services
provided
by
the
unregistered
hotels
in
each
state
where
such
unregistered
hotels
are
located.
While
the
Company
is
complying
with
the
requirements
of
the
GST
regime,
there
are
certain
areas
where
clarity
is
still
awaited
and
Company
is
in
the
process
of
finalizing
tax
positions
while
awaiting
such
clarity.
The
implementation
of
GST
laws
in
India
is
still
in
its
initial
phase,
and
during
such
time
the
impact
of
the
new
indirect
tax
environment
on
the
Company
continues
to
be
closely
monitored
on
regular
basis.

Table
of
Contents

Change
in
Significant
Accounting
Policies
and
Non-IFRS
Financial
Measure

Adoption of New Revenue Recognition Accounting Standard

Effective
April
1,
2018,
we
adopted
the
new
revenue
recognition
standard,
IFRS
15.
We
have
reviewed
the
new
standard
and
have
concluded
that
application
of
the
new
standard
does
not
have
a
material
impact
on
the
consolidated
results
except
for
certain
marketing
and
sales
promotion
expenses
as
a
reduction
in
revenue.
This
pertains
to
upfront
cash
incentives
and
certain
loyalty
program
costs
as
incurred
for
customer
inducement
and
acquisition
for
promoting
transactions
across
various
booking
platforms.
These
costs
were
previously
recorded
as
marketing
and
sales
promotion
costs
and
are
now
being
recorded
as
a
reduction
of
revenue.
We
have
adopted
the
new
standard
by
using
the
cumulative
effect
method
(modified
retrospective
approach)
and,
accordingly,
the
comparative
information
has
not
been
restated.

Change in Non-IFRS Financial Measure

As
of
the
beginning
of
the
first
quarter
of
fiscal
year
2019,
we
changed
the
Non-IFRS
Financial
Measure
"Revenue
Less
Service
Costs"
to
"Adjusted
Revenue".
We
evaluate
our
financial
performance
based
on
Adjusted
Revenue,
which
represents
IFRS
revenue
and
other
income
after
deducting
service
cost
and
adding
back
the
expenses
in
the
nature
of
consumer
promotions
and
loyalty
program
costs,
which
had
been
reduced
from
revenue,
as
we
believe
that
Adjusted
Revenue
reflects
the
true
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
consolidated
financial
results
prepared
in
accordance
with
IFRS
as
issued
by
the
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.
For
further
information
and
a
reconciliation
of
this
Non-IFRS
financial
measure
to
the
most
directly
comparable
IFRS
financial
measure,
see
"Certain
Non-IFRS
Measures"
elsewhere
in
this
Annual
Report.

Operating
Segments

In
accordance
with
IFRS
8—Operating
Segments,
the
operating
segments
used
to
present
reportable
segment
information
are
identified
on
the
basis
of
internal
management
reports
used
to
allocate
resources
to
the
segments
and
assess
their
performance.
A
reportable
segment
is
a
component
of
our
company
that
engages
in
business
activities
from
which
it
earns
revenues
and
incurs
expenses,
including
revenues
and
expenses
that
relate
to
transactions
with
any
of
our
other
components.

Our
reportable
segments
are:
(1)
Air
Ticketing
and
(2)
Hotels
and
Packages.
Our
reportable
segments
are
determined
based
on
how
our
chief
operating
decision
maker
reviews
our
business,
regularly
assesses
information
and
evaluates
performance
for
operating
decision-making
purposes,
including
allocation
of
resources.
The
chief
operating
decision
maker
for
the
company
is
our
Chief
Executive
Officer.

For
further
description
of
our
segments,
see
Note
5
to
our
2019
Consolidated
Financial
Statements.

Our
Revenue,
Service
Cost
and
Other
Revenue
and
Expenses

Revenue

We
commenced
our
business
in
2006
with
sales
of
airline
tickets
in
our
Air
Ticketing
business
and
our
Hotels
and
Packages
business
with
a
focus
on
retail
customers
(B2C)
through
websites
and
call
center
sales.
Over
time,
we
have
expanded
our
channels
of
sales
to
small
travel
agents
(B2B2C)
and
corporate
customers
(B2E)
as
well
as
new
services
and
products
such
as
the
sale
of
rail
and
bus
tickets,
car
transfers
and
facilitating
access
to
travel
insurance.
We
also
generate
advertising
revenue
from
third-party
advertisements
on
our
websites
as
well
as
sales
of
travel
vouchers
and
coupons.

Table
of
Contents

Air Ticketing.

We
earn
commissions
from
airlines
for
tickets
booked
by
customers
through
our
various
channels
of
sales.
We
either
deduct
commissions
at
the
time
of
payment
of
the
fare
to
our
airline
suppliers
or
collect
our
commissions
on
a
regular
basis
from
our
airline
suppliers,
whereas
incentive
payments,
which
are
largely
based
on
volume
of
business,
are
collected
from
our
airline
suppliers
on
a
periodic
basis.
We
charge
our
customers
a
service
fee
for
booking
airline
tickets.
We
receive
fees
from
our
GDS
service
providers
based
on
the
volume
of
sales
completed
by
us
through
the
GDS.
Revenue
from
airline
tickets
sold
as
part
of
packages
is
included
in
our
Hotels
and
Packages
revenue.

Hotels and Packages.

Revenue
from
our
Hotels
and
Packages
business
includes
commissions
and
markups
we
earn
for
the
sale
of
hotel
rooms
(without
packages),
which
is
recorded
on
a
"net"
basis.
Revenue
from
packages,
including
hotel
and
airline
tickets
sold
as
part
of
packages,
is
accounted
for
on
a
"gross"
basis.

Other Revenue.

Our
other
revenue
primarily
comprises
of
revenue
from
third-party
advertising
on
our
websites,
income
from
alliances,
and
commissions
or
fees
from
the
Indian
Railway
Catering
and
Tourism
Corporation,
or
IRCTC,
for
the
sale
of
rail
tickets,
bus
service
aggregators
for
the
sale
of
bus
tickets,
and
car
and
taxi
operators
for
transfer
services,
as
well
as
travel
insurance
providers
for
our
facilitation
of
the
access
to
travel
insurance.

Service Cost

Service
cost
primarily
consists
of
costs
paid
to
hotels
and
package
suppliers
and
air
suppliers
for
the
acquisition
of
relevant
services
and
products
for
sale
to
customers,
and
includes
the
procurement
cost
of
hotel
rooms,
air
tickets,
meals
and
other
local
services
such
as
sightseeing
costs
for
packages,
entrance
fees
to
museums
and
attractions
and
local
transport
costs.

Personnel Expenses

Personnel
expenses
primarily
consist
of
wages
and
salaries,
employee
welfare
expenses,
contributions
to
defined
contribution
plans
and
defined
benefit
plans
and
employee
share-based
compensation.

Marketing and Sales Promotion Expenses

Marketing
and
sales
promotion
expenses
primarily
comprise
of
online,
television,
radio
and
print
media
advertisement
costs
as
well
as
event
driven
promotion
cost
for
the
company's
products
and
services.
Such
costs
are
the
amount
paid
to
or
accrued
towards
advertising
agencies
or
direct
service
providers
for
advertising
on
websites,
television,
print
formats,
search
engine
marketing
and
any
other
media.
Advertising
and
business
promotion
costs
are
recognized
when
incurred.

Other Operating Expenses

Other
operating
expenses
primarily
consist
of,
among
other
things,
commission
and
distribution
expenses,
charges
by
payment
gateway
providers,
rental
costs
and
other
utilities,
legal
and
professional
fees,
traveling
and
conveyance,
communication
costs,
and
provision
for
bad
and
doubtful
debts
and
other
sundry
expenses.

Depreciation and Amortization

Depreciation
consists
primarily
of
depreciation
expense
recorded
on
property
and
equipment,
such
as
computers
and
peripherals,
furniture
and
fixtures,
leasehold
improvements,
office
equipment
and
vehicles.
Amortization
expense
consists
primarily
of
amortization
recorded
on
intangible
assets
such
as

Table
of
Contents

computer
software
and
websites
and
other
acquired
intangible
assets
such
as
agent/supplier
relationships,
trademarks,
intellectual
property
rights
and
non-compete
agreements.

Finance Income and Expense

Finance
income
comprises
of
interest
income
on
term
deposits
and
net
gain
on
change
in
fair
value
of
derivatives.
Interest
income
is
recognized
as
it
accrues
in
profit
or
loss,
using
the
effective
interest
method.

Finance
expenses
comprise
of
interest
expense
on
borrowings,
unwinding
of
the
discount
on
provisions
and
impairment
losses
recognized
on
financial
assets.
Interest
expense
is
recognized
in
profit
or
loss,
using
the
effective
interest
method.

Foreign
Currencies

The
Group's
presentation
currency
is
the
Indian
rupee
(INR).
The
Parent
Company's
functional
currency
is
the
U.S.
dollar
(USD).
The
company's
operations
are
conducted
through
the
subsidiaries
and
equity
accounted
investee
where
the
local
currency
is
the
functional
currency
and
the
financial
statements
of
such
entities
are
translated
from
their
respective
functional
currencies
into
INR.
On
consolidation,
the
assets
and
liabilities
of
foreign
operations
are
translated
into
presentation
currency
at
the
rate
of
exchange
prevailing
at
the
reporting
date
and
their
statement
of
profit
or
loss
and
other
comprehensive
income/(loss)
are
translated
at
average
exchange
rates
prevailing
during
the
period.
The
exchange
differences
arising
on
translation
for
consolidation
are
recognized
in
other
comprehensive
income
(OCI).
On
disposal
of
a
foreign
operation,
the
component
of
OCI
relating
to
that
particular
foreign
operation
is
recognized
in
a
statement
of
profit
or
loss.

Critical
Accounting
Policies

Certain
of
our
accounting
policies
require
the
application
of
judgment
by
our
management
in
selecting
appropriate
assumptions
for
calculating
financial
estimates,
which
inherently
contain
some
degree
of
uncertainty.
Our
management
bases
its
estimates
on
historical
experience
and
various
other
assumptions
that
are
believed
to
be
reasonable
under
the
circumstances,
the
results
of
which
form
the
basis
for
making
judgments
about
the
reported
carrying
values
of
assets
and
liabilities
and
the
reported
amounts
of
revenues
and
expenses
that
may
not
be
readily
apparent
from
other
sources.
Actual
results
may
differ
from
these
estimates
under
different
assumptions
or
conditions.

We
believe
the
following
are
the
critical
accounting
policies
and
related
judgments
and
estimates
used
in
the
preparation
of
our
consolidated
financial
statements.
For
more
information
on
each
of
these
policies,
see
"Note
2
Significant
accounting
policies"
to
our
2019
Consolidated
Financial
Statements.

Basis of Preparation

The
2019
Consolidated
Financial
Statements
have
been
prepared
in
accordance
with
IFRS
as
issued
by
the
IASB.
The
accounting
policies
have
been
consistently
applied
by
the
Group
for
all
periods
presented
in
these
financial
statements.

The
2019
Consolidated
Financial
Statements
have
been
prepared
on
historical
cost
basis,
except
for
financial
instruments
classified
as
fair
value
through
profit
or
loss.

Revenue Recognition

Table
of
Contents

an
agent
in
the
transaction
under
IFRS
15,
we
recognize
revenue
only
for
our
commission
on
the
arrangement.
The
Group
has
concluded
that
it
is
acting
as
agent
in
case
of
sale
of
airline
tickets,
hotel
bookings,
sale
of
rail
and
bus
tickets
as
the
supplier
is
primarily
responsible
for
providing
the
underlying
travel
services
and
the
Group
does
not
control
the
service
provided
by
the
supplier
to
the
traveler
and
as
principal
in
case
of
sale
of
holiday
packages
since
the
group
controls
the
services
before
such
services
are
transferred
to
the
traveler.

The
Group
provides
travel
products
and
services
to
leisure
customers
(B2C—Business
to
Consumer),
corporate
travelers
(B2E—Business
to
Enterprise)
and
B2B2C
(Business
to
Business
to
Consumer)
travel
agents
in
India
and
abroad.
The
revenue
from
rendering
these
services
is
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss
once
the
services
are
rendered.
This
is
generally
the
case
1)
on
issuance
of
ticket
in
case
of
sale
of
airline
tickets
2)
on
date
of
hotel
booking
and
3)
on
the
date
of
completion
of
outbound
and
inbound
tours
and
packages.

The
application
of
our
revenue
recognition
policies
and
a
description
of
our
principal
activities,
organized
by
segment,
from
which
we
generate
our
revenue,
are
presented
below.

Air Ticketing

We
receive
commissions
or
service
fees
from
the
travel
supplier
and/or
traveler.
Revenue
from
the
sale
of
airline
tickets
is
recognized
as
an
agent
on
a
net
commission
earned
basis.
Revenue
from
service
fee
is
recognized
on
earned
basis.
Both
the
performance
obligations
are
satisfied
on
issuance
of
airline
ticket
to
the
traveler.
We
record
an
allowance
for
cancellations
at
the
time
of
the
transaction
based
on
historical
experience.

Incentives
from
airlines
are
recognized
when
the
performance
thresholds
under
the
incentive
schemes
are
achieved
or
are
probable
to
be
achieved
at
the
end
of
periods.

Hotels and Packages

Revenue
from
hotel
reservation
is
recognized
as
an
agent
on
a
net
commission
earned
basis.
Revenue
from
service
fee
from
customer
is
recognized
on
earned
basis.
Both
the
performance
obligations
are
satisfied
on
the
date
of
hotel
booking.
We
record
an
allowance
for
cancellations
at
the
time
of
booking
on
this
revenue
based
on
historical
experience.

Revenue
from
packages
are
accounted
for
on
a
gross
basis
as
the
Group
is
determined
to
be
the
primary
obligor
in
the
arrangement,
that
is
the
risks
and
responsibilities
are
taken
by
the
Group
including
the
responsibility
for
delivery
of
services.
Cost
of
delivering
such
services
includes
cost
of
hotels,
airlines
and
package
services
and
is
disclosed
as
service
cost.

Other Services

Revenue
from
other
sources,
primarily
comprising
advertising
revenue,
revenue
from
sale
of
rail
and
bus
tickets
and
fees
for
facilitating
website
access
to
travel
insurance
companies
are
being
recognized
as
the
services
are
being
performed.
Revenue
from
the
sale
of
rail
and
bus
tickets
is
recognized
as
an
agent
on
a
net
commission
earned
basis.

Revenue
is
recognized
net
of
allowances
for
cancellations,
refunds
during
the
period
and
taxes.

Revenue
is
allocated
between
the
loyalty
program
and
the
other
components
of
the
sale.
The
amount
allocated
to
the
loyalty
programme
is
deferred,
and
is
recognized
as
revenue
when
the
Group
fulfills
its
obligations
to
supply
the
products/services
under
the
terms
of
the
program.

Table
of
Contents

number
of
airline
tickets
to
be
sold
over
the
term
of
the
agreement
and
the
balance
amount
is
recognized
as
deferred
revenue
under
contract
liabilities.

Government grants

Government
grants
are
recognized
where
there
is
reasonable
assurance
that
the
grant
will
be
received
and
all
attached
conditions
have
been
complied
with.
When
the
grant
relates
to
an
expense
item,
it
is
recognized
as
income
on
a
systematic
basis
over
the
periods
that
the
related
costs,
for
which
it
is
intended
to
compensate,
are
expensed.
When
the
grant
relates
to
an
asset,
it
is
recognized
as
income
in
equal
amounts
over
the
expected
useful
life
of
the
related
asset.

The
Group
has
assessed
and
determined
to
present
grants
as
other
income
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.

Marketing and Sales Promotion Expenses

Marketing
and
sales
promotion
expenses
primarily
comprise
of
online,
television,
radio
and
print
media
advertisement
costs
as
well
as
event
driven
promotion
cost
for
the
Group's
products
and
services.
Such
costs
are
the
amounts
paid
to
or
accrued
towards
advertising
agencies
or
direct
service
providers
for
advertising
on
websites,
television,
print
formats,
search
engine
marketing
and
any
other
media.
Advertising
and
business
promotion
costs
are
recognized
when
incurred.

Additionally,
the
Group
also
incurs
customer
inducement
and
acquisition
costs
for
acquiring
customers
and
promoting
transactions
across
various
booking
platforms
such
as
upfront
cash
incentives,
which
when
incurred
are
recorded
as
a
reduction
from
revenue
with
effect
from
April
1,
2018
after
the
adoption
of
IFRS-
15.

Significant
Accounting
Estimates
and
Assumptions

The
key
assumptions
concerning
the
future
and
other
key
sources
of
estimation
uncertainty
at
the
reporting
date,
which
have
a
significant
risk
of
causing
a
material
adjustment
to
the
carrying
amounts
of
assets
and
liabilities
within
the
next
financial
year,
are
described
below.
Actual
results
could
differ
from
these
estimates.

a)
Impairment
reviews

An
impairment
exists
when
the
carrying
value
of
an
asset
or
CGU
exceeds
its
recoverable
amount.
Recoverable
amount
is
the
higher
of
its
fair
value
less
costs
to
sell
and
its
value
in
use.
The
value
in
use
calculation
is
based
on
a
discounted
cash
flow
model.
In
calculating
the
value
in
use,
certain
assumptions
are
required
to
be
made
in
respect
of
highly
uncertain
matters,
including
management's
expectations
of
growth
in
EBITDA
(Earnings
before
interest,
taxes
depreciation
and
amortization),
long
term
growth
rates;
and
the
selection
of
discount
rates
to
reflect
risks
involved.
Also,
judgement
is
involved
in
determining
the
CGU
and
grouping
of
CGUs
for
goodwill
allocation
and
impairment
testing.

We
prepare
and
internally
approve
formal
five
year
plans,
as
applicable,
for
our
businesses
and
use
these
as
the
basis
for
our
impairment
reviews.
Since
the
value
in
use
exceeds
the
carrying
amount
of
CGU,
the
fair
value
less
costs
to
sell
is
not
determined.

We
test
goodwill
for
impairment
annually
on
March
31
and
whenever
there
are
indicators
of
impairment.

Table
of
Contents

b)
Measurement
of
Expected
Credit
Loss
(ECL)
for
uncollectible
trade
receivables
and
advances

The
Group
uses
a
provision
matrix
to
calculate
ECLs
for
trade
receivables
and
contract
assets.
The
provision
matrix
is
initially
based
on
the
Group's
historical
observed
default
rates.
The
Group
will
calibrate
the
matrix
to
adjust
the
historical
credit
loss
experience
with
forward-looking
information.
At
every
reporting
date,
the
historical
observed
default
rates
are
updated
and
changes
in
the
forward-looking
estimates
are
analyzed.
Also
refer
to
Note
26
and
27
to
our
2019
Consolidated
Financial
Statements.

c)
Loyalty
programs

Customers
are
entitled
to
loyalty
points
on
certain
transactions
that
can
be
redeemed
for
future
qualifying
transactions.
The
Group
estimates
revenue
allocation
between
the
loyalty
program
and
the
other
components
of
the
sale
with
assumptions
about
the
expected
redemption
rates.
The
amount
allocated
to
the
loyalty
program
is
deferred,
and
is
recognized
as
revenue
when
the
Group
fulfills
its
obligations
to
supply
the
services
under
the
terms
of
the
program
or
when
it
is
no
longer
probable
that
the
points
under
the
program
will
be
redeemed.
Also
refer
to
Note
35
to
our
2019
Consolidated
Financial
Statements.

d)
Taxes

Deferred
tax
assets
are
recognized
for
all
unused
tax
losses
to
the
extent
that
it
is
probable
that
taxable
profit
will
be
available
against
which
the
losses
can
be
utilized.
Significant
management
judgment
is
required
to
determine
the
amount
of
deferred
tax
assets
that
can
be
recognized,
based
upon
the
likely
timing
and
the
level
of
future
taxable
profits,
future
tax
planning
strategies
and
recent
business
performances
and
developments.
We
have
not
recognized
deferred
tax
asset
on
unused
tax
losses
and
temporary
differences
in
most
of
our
subsidiaries.

e)
Defined
benefit
plans

The
costs
of
post-retirement
benefit
obligation
under
our
gratuity
plan
are
determined
using
actuarial
valuations.
An
actuarial
valuation
involves
making
various
assumptions
that
may
differ
from
actual
developments
in
the
future.
These
include
the
determination
of
the
discount
rate,
future
salary
increase,
mortality
rates
and
future
pension
increases.
Due
to
the
complexities
involved
in
the
valuation
and
its
long
term
nature,
a
defined
benefit
obligation
is
highly
sensitive
to
changes
in
these
assumptions.
All
assumptions
are
reviewed
at
each
reporting
date.

Significant
Judgments
in
Applying
Accounting
Policies

In
the
process
of
applying
our
accounting
policies,
management
has
made
the
following
judgments,
which
have
the
most
significant
effect
on
the
amounts
recognized
in
our
2019
Consolidated
Financial
Statements:

Determination of Functional Currency

Each
of
Yatra
Online,
Inc.
and
its
subsidiaries
determines
its
own
functional
currency
(the
currency
of
the
primary
economic
environment
in
which
the
entity
operates)
and
items
included
in
the
financial
statements
of
each
entity
are
measured
using
that
functional
currency.
International
Accounting
Standard,
or
IAS,
21,
"
The Effects of Changes in Foreign Exchange Rates ,"
prescribes
the
factors
to
be
considered
for
the
purpose
of
determining
the
functional
currency.
However,
in
respect
of
the
parent
company
and
certain
intermediary
foreign
operations,
the
determination
of
functional
currency
might
not
be
very
obvious
due
to
mixed
indicators,
such
as
the
source
of
financing,
the
functional
currency
of
the
shareholders,
the
currency
in
which
the
borrowings
have
been
raised
and
the
extent
of
autonomy
enjoyed
by
the
foreign
operation.
In
such
cases,
management
uses
its
judgment
to
determine
the

Table
of
Contents

functional
currency
that
most
faithfully
represents
the
economic
effects
of
the
underlying
transactions,
events
and
conditions.

Results
of
Operations

Convenience
Translation

The
consolidated
financial
statements
are
stated
in
INR.
However,
solely
for
the
convenience
of
the
readers,
the
consolidated
statement
of
profit
or
loss
and
other
comprehensive
loss
for
the
year
ended
March
31,
2019,
the
consolidated
statement
of
financial
position
as
of
March
31,
2019,
the
consolidated
statement
of
cash
flows
for
year
ended
March
31,
2019,
were
converted
into
U.S.
dollars
at
the
exchange
rate
of
69.16
INR
per
USD,
which
is
based
on
the
noon
buying
rate
as
at
March
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
IFRS.

Reclassifications

Certain
reclassifications
have
been
made
in
the
consolidated
statements
of
profit
or
loss
and
other
comprehensive
income/(loss),
consolidated
statement
of
financial
position
and
consolidated
statement
of
cash
flows
of
prior
periods
to
conform
to
the
classifications
used
in
the
current
period.
The
impact
of
such
reclassifications
on
consolidated
statements
of
profit
or
loss
and
other
comprehensive
income
(loss),
consolidated
statement
of
financial
position
and
consolidated
statement
of
cash
flows
is
not
material.

During
the
current
year,
the
Company
has
separately
presented
listing
and
related
expenses,
which
were
shown
as
an
'exceptional
item'
in
the
previous
year
statement
of
profit
and
loss
and
other
comprehensive
loss.
In
line
with
this,
the
Company
has
also
removed
the
sub-total
'Loss
before
exceptional
items
and
income
taxes',
which
was
presented
in
the
previous
year
statement
of
profit
and
loss
and
other
comprehensive
loss.
Additionally,
'Change
in
fair
value
of
warrants'
has
been
separately
presented
on
the
face
of
the
statement
of
profit
or
loss
and
other
comprehensive
loss,
as
against
part
of
finance
income/cost
in
the
previous
period.
The
Company's
management
believes
that
these
changes
will
help
users
toward
better
understanding
the
financial
performance
of
the
Company.

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

Yatra Online, Inc.'s financial and operating results for the year ended March 31, 2019 include the financial and operating results of ATB, in which we
acquired a majority stake on August 4, 2017.

Accordingly, the reported results for the year ended March 31, 2019, which are inclusive of the impact of consolidation of the ATB and TCIL, may not be
comparable with the reported results of the year ended March 31, 2018 and 2017, which periods did not have the full year impact of consolidation of ATB and
TCIL.

Table
of
Contents

Results
of
Fiscal
Year
Ended
March
31,
2019
Compared
to
Fiscal
Year
Ended
March
31,
2018

Fiscal
Year
Ended
March
31,

2018

2019

Amount
in
INR
thousands
except
%
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
Loss
before
income
taxes
Income
tax
expense
Loss
for
the
year
Basic
Loss
per
share
Diluted
Loss
per
share

100.0

0.7

40.3

23.7

33.9

26.8

3.5

Amount

9,358,580

263,785

4,282,803

2,550,214

809,996

3,975,805

581,746

Amount

12,248,513

90,001

4,930,757

2,902,840

4,153,920

3,285,530

425,600

100.0

2.8

45.8

27.3

8.7

42.5

6.2

(3,360,133)
(27.4)
(2,578,199)
(27.5)
(0.1)
0.4

(2.8)
17.8

(3,995,089)
(32.6)
(1,145,758)
(12.2)
(0.5)

(4,051,976)
(33.1)
(1,193,595)
(12.8)

(0.1)

0.8

(1.2)

(4.6)
1,667,193

(10,559)

91,912

(153,056)

(563,253)

(12,772)

41,310

(263,290)

(47,837)

(56,887)

(0.5)

(116.41)

(26.37)

(26.95)

Revenue.

We
generated
revenue
of
INR
9,358.6
million
in
the
year
ended
March
31,
2019,
a
decrease
of
23.6%
over
revenue
of
12,248.5
million
for
the
year
ended
March
31,
2018,
primarily
due
to
our
adoption
of
IFRS
15.
Effective
April
1,
2018,
we
adopted
the
new
revenue
recognition
standard,
IFRS
15,
pursuant
to
which
upfront
cash
incentives,
loyalty
programs
costs
for
customer
inducement
and
acquisition
costs
for
promoting
transactions
across
various
booking
platforms,
some
of
which,
when
incurred,
were
previously
recorded
as
marketing
and
sales
promotion
costs,
are
now
recorded
as
an
offset
of
revenue.
We
have
adopted
the
new
standard
by
using
the
cumulative
effect
method
(modified
retrospective
approach)
and,
accordingly,
the
comparative
information
has
not
been
restated.

Service Cost.

Our
service
cost
decreased
to
INR
4,282.8
million
in
the
year
ended
March
31,
2019
from
INR
4,930.8
million
in
the
year
ended
March
31,
2018
due
to
decrease
in
our
sales
of
holiday
packages.

Adjusted Revenue (1) Our
Adjusted
Revenue
increased
by
20.3%
to
INR
8,911.0
million
in
the
year
ended
March
31,
2019
from
INR
7,407.8
million
in
year
ended
March
31,
2018.
In
the
year
ended
March
31,
2019,
Adjusted
Revenue
includes
the
add-back
of
INR
3,571.5
million
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
growth
in
Adjusted
Revenue
resulted
mainly
from
an
increase
of
13.9%
in
our
Adjusted
Revenue
from
Air
Ticketing,
an
increase
of
10.8%
in
our
Adjusted
Revenue
from
Hotels
and
Packages
and
an
increase
of
89.7%
in
Others
(Including
Other
Income)
which
primarily
consists
of
cross
sell,
advertisement
income
and
government
grants.

Air Ticketing.

Revenue
from
our
Air
Ticketing
business
was
INR
3,449.3
million
in
the
year
ended
March
31,
2019
against
INR
5,012.9
million
in
the
year
ended
March
31,
2018.

(1)

See
the
section
below
titled
"Certain
Non
IFRS
Measures."

Table
of
Contents

Adjusted
Revenue
(1)
from
our
Air
Ticketing
business
increased
to
INR
5,708.2
million
in
the
year
ended
March
31,
2019
against
INR
5,012.9
million
in
the
year
ended
March
31,
2018.
In
the
year
ended
March
31,
2019,
Adjusted
Revenue
(1)
for
Air
Ticketing
includes
the
addition
of
INR
2,258.9
million
of
consumer
promotion
and
loyalty
program
costs,
which
reduced
revenue
as
per
IFRS
15.
Growth
in
Adjusted
Revenue
(1)
from
Air
Ticketing
for
the
year
was
driven
by
an
increase
in
gross
bookings
of
23.3%
to
INR
97.6
billion
in
the
year
ended
March
31,
2019,
including
the
impact
of
consolidation
of
ATB
and
TCIL,
as
compared
to
INR
79.2
billion
in
the
year
ended
March
31,
2018.

Our
Net
Revenue
Margin
for
this
segment
for
the
year
ended
March
31,
2019
decreased
to
5.8%
from
6.3%
for
the
prior
year
due
to
a
change
in
business
mix
and
reduction
in
Global
Distribution
revenues
by
INR
65.2
million
due
to
a
reduction
in
capacity
and
subsequent
cessation
of
operations
by
Jet
Airways
and
the
impact
of
Reservation
Content
Movement,
which
has
been
partially
offset
due
to
change
in
estimates
of
certain
aged
customer
refunds.

Hotels and Packages.

Revenue
from
our
Hotels
and
Packages
business
was
INR
4,914.4
million
in
the
year
ended
March
31,
2019
against
INR
6,628.2
million
in
the
year
ended
March
31,
2018.

Adjusted
Revenue
(2) for
this
segment
increased
by
10.8%
to
INR
1,880.1
million
in
the
year
ended
March
31,
2019
from
1,697.5
million
in
the
year
ended
March
31,
2018.
In
the
year
ended
March
31,
2019,
Adjusted
Revenue
(1)
for
Hotels
&
Packages
includes
the
add-back
of
INR
1,248.5
million
of
customer
promotional
expenses,
which
had
been
reduced
from
revenue
as
per
IFRS
15.
This
increase
was
due
to
increase
in
standalone
hotel
room
nights
booked
by
11.6%
and
a
decline
in
Holiday
Package
sales
due
to
our
decision
to
shut
down
our
physical
retail
sales
locations
in
our
drive
towards
profitability.
Net
Revenue
Margin
for
the
segment
for
the
year
ended
March
31,
2019
improved
to
14.0%
from
12.7%
for
the
year
ended
March
31,
2018,
due
to
change
in
business
mix.

Other Revenue.

Our
other
revenue
was
INR
994.9
million
in
the
year
ended
March
31,
2019,
an
increase
from
INR
607.3
million
in
the
year
ended
March
31,
2018.

Adjusted
Revenue
(1)
for
this
segment
increased
by
74.4%
to
INR
1,059.0
million
in
the
year
ended
March
31,
2019
from
INR
607.3
million
in
the
year
ended
March
31,
2018.
In
the
year
ended
March
31,
2019,
Adjusted
Revenue
includes
add-back
of
INR
64.1
million
of
consumer
promotion
expenses
reduced
from
revenue
as
per
IFRS
15.
This
increase
in
Adjusted
Revenue
was
primarily
due
to
increase
in
advertisement
and
alliances
income.

Other Income.

Our
other
income
increased
to
INR
263.8
million
in
the
year
ended
March
31,
2019
from
INR
90.0
million
in
the
year
ended
March
31,
2018
primarily
due
to
an
increase
in
government
grants.

Personnel Expenses.

Our
personnel
expenses
decreased
by
12.1%
to
INR
2,550.2
million
in
the
year
ended
March
31,
2019
from
INR
2,902.8
million
in
the
year
ended
March
31,
2018.
This
decrease
was
primarily
due
to
a
decrease
in
employee
share-based
payment
expenses
to
INR
282.9
million
in
the
year
ended
March
31,
2019
from
INR
729.9
million
in
the
year
ended
March
31,
2018,
outsourcing
of
customer
contact
centers
and
certain
rationalization
in
headcount.
Personnel
expenses,
as
a
percentage
of
Revenue
increased
to
27.3%
from
23.7%
for
the
year
ended
March
31,
2019.
For
the
year
ended
March
31,
2019,
Personnel
expenses,
as
a
percentage
of
Adjusted
Revenue
(1)
declined
to
28.6%
from
39.2%
in
the
year
ended
March
31,
2018.
Excluding
employee
share-based
compensation
costs
for
the
year
ended
March
31,
2019
and
March
31,
2018,
Personnel
expenses
increased
by
4.3%
for
the
year
ended
March
31,
2019.

Marketing and Sales Promotion Expenses.

Marketing
and
sales
promotion
expenses
decreased
by
80.5%
to
INR
810
million
in
the
year
ended
March
31,
2019
from
INR
4,153.9
million
in
the
year

(1)

See
the
section
below
titled
"Certain
Non
IFRS
Measures."

Table
of
Contents

ended
March
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
and
sales
promotion
expenses
for
the
year
ended
March
31,
2019
would
have
been
INR
4,381.4
million,
5.5%
higher
year-over-year,
which
was
lower
than
the
growth
in
our
Adjusted
Revenue
(1)
for
the
year
ended
March
31,
2019
of
20.3%.

Other Operating Expenses.

Other
operating
expenses
increased
by
21.1%
to
INR
3,975.8
million
in
the
year
ended
March
31,
2019
from
INR
3,285.5
million
in
the
year
ended
March
31,
2018
primarily
due
to
increase
in
payment
gateway
expenses,
communication
expenses
and
commission
expenses
due
to
increase
in
business
volume,
increase
in
legal
and
professional
expenses,
provision
for
doubtful
debts
due
to
cessation
of
operations
and
subsequent
insolvency
proceedings
for
Jet
Airways
and
technology
tools
provided
by
GDS
resulting
in
a
charge
of
INR
201.7
million
and
re-measurement
of
contingent
consideration,
marginally
offset
by
decrease
in
rates
and
taxes
and
travelling
and
conveyance
expenses
for
the
year
ending
March
31,
2019.

Adjusted EBITDA Loss (1) .

Due
to
the
forgoing
factors
and
operating
efficiencies,
adjusted
EBITDA
Loss
has
decreased
to
INR
1,228.3
million
in
the
year
ended
March
31,
2019
from
adjusted
EBITDA
Loss
of
INR
1,910.3
million
in
the
year
ended
March
31,
2018.

Depreciation and Amortization.

Our
depreciation
and
amortization
expenses
increased
by
36.7%
to
INR
581.7
million
in
the
year
ended
March
31,
2019
from
INR
425.6
million
in
the
year
ended
March
31,
2018
primarily
as
a
result
of
an
increase
in
amortization
expense
to
INR
458.0
million
in
the
year
ended
March
31,
2019
from
INR
321.1
million
in
the
year
ended
March
31,
2018.

Results from Operations.

As
a
result
of
the
foregoing
factors,
our
result
from
operating
activities
was
a
loss
of
INR
2,578.2
million
in
the
year
ended
March
31,
2019.
Our
loss
for
the
year
ended
March
31,
2018
was
INR
3,360.1
million.
Excluding
the
employee
share-based
compensation
costs
and
re-
measurement
of
contingent
consideration,
Adjusted
Results
from
Operations
(1) would
have
been
INR
1,810.0
million
for
year
ended
March
31,
2019
as
compared
to
INR
2,335.9
million
for
year
ended
March
31,
2018.

Share of Loss of Joint Venture.

This
loss
pertains
to
a
joint
venture
investment
that
operates
in
adventure
travel
activities.
Our
loss
from
this
joint
venture
increased
to
INR
12.8
million
in
the
year
ended
March
31,
2019
from
INR
10.6
million
in
the
year
ended
March
31,
2018.

Finance Income.

Our
finance
income
decreased
to
INR
41.3
million
in
the
year
ended
March
31,
2019
from
INR
91.9
million
in
the
year
ended
March
31,
2018.
The
decrease
was
primarily
due
to
a
decrease
in
the
interest
income
from
our
bank
deposits.

Finance Costs.

Our
finance
costs
increased
to
INR
263.3
million
in
the
year
ended
March
31,
2019
as
compared
to
INR
153.1
million
in
the
year
ended
March
31,
2018.
The
increase
was
mainly
due
to
an
increase
in
borrowings
and
foreign
exchange
loss.

Change in fair value of warrants.

The
change
in
the
fair
market
value
of
warrants
resulted
in
an
income
of
INR
1,667.1
million
during
the
year
ended
March
31,
2019.

Income Tax Expense.

Our
income
tax
expense
during
the
year
ended
March
31,
2019
was
INR
47.8
million
compared
to
an
expense
of
INR
56.9
million
during
the
year
ended
March
31,
2018.

Loss for the Year.

As
a
result
of
the
foregoing
factors,
our
loss
during
the
year
ended
March
31,
2019
was
INR
1,193.6
million
as
compared
to
a
loss
of
INR
4,052.0
million
in
the
year
ended
March
31,
2018.
Excluding
the
employee
share-based
compensation
costs,
re-measurement
of

(1)

See
the
section
below
titled
"Certain
Non
IFRS
Measures."

Table
of
Contents

contingent
consideration
and
net
change
in
fair
value
of
warrants,
the
Adjusted
Loss
(1)
would
have
been
INR
2,092.6
million
for
year
ended
March
31,
2019
and
INR
2,464.5
million
for
year
ended
March
31,
2018.

Basic Loss per Share.

Basic
loss
per
share
was
INR
26.37
in
the
year
ended
March
31,
2019
as
compared
to
basic
loss
per
share
of
INR
116.41
in
the
year
ended
March
31,
2018.
After
excluding
the
employee
share-based
compensation
costs,
re-measurement
of
contingent
consideration
and
net
change
in
fair
value
of
warrants,
Adjusted
Basic
Loss
per
Share
(1)
would
have
been
INR
47.28
in
the
year
ended
March
31,
2019
as
compared
to
INR
70.65
in
the
year
ended
March
31,
2018.

Diluted Loss per Share.

Diluted
loss
per
share
was
INR
26.95
in
the
year
ended
March
31,
2019
as
compared
to
diluted
loss
per
share
of
INR
116.41
in
the
year
ended
March
31,
2018.
After
excluding
the
employee
share-based
compensation
costs,
re-measurement
of
contingent
consideration
and
net
change
in
fair
value
of
warrants,
Adjusted
Diluted
Loss
per
Share
(1)
would
have
been
INR
47.25
in
the
year
ended
March
31,
2019
as
compared
to
INR
70.65
in
the
year
ended
March
31,
2018.

Results
of
Fiscal
Year
Ended
March
31,
2018
Compared
to
Fiscal
Year
Ended
March
31,
2017

The
following
table
sets
forth
a
summary
of
our
consolidated
statement
of
profit
or
loss
and
other
comprehensive
loss,
both
actual
amounts
and
as
a
percentage
of
revenue,
for
the
periods
indicated.

Fiscal
Year
Ended
March
31,

2017

2018

Amount
in
INR
thousands
except
%
Total
revenue
Other
income
Service
cost
Personnel
expenses
Marketing
and
sales
promotion
expenses
Other
operating
expenses
Depreciation
and
amortization
Results
from
operations
Finance
income
Finance
costs
Share
of
loss
of
joint
venture
Listing
and
related
expense
Change
in
fair
value
of
warrants
Loss
before
income
taxes
Income
tax
expense
Loss
for
the
year
Basic
Loss
per
share
Diluted
Loss
per
share

100.0

0.3

44.7

22.6

26.3

23.7

2.9

Amount

9,356,813

25,282

4,179,486

2,115,308

2,457,242

2,217,887

275,587

Amount

12,248,513

90,001

4,930,757

2,902,840

4,153,920

3,285,530

425,600

100.0

0.7

40.3

23.7

33.9

26.8

3.5

(1,863,415)
(19.9)
(3,360,133)
(27.4)
0.8

(1.2)
(0.1)

—

(4.6)

(5,895,976)
(63.0)
(3,995,089)
(32.6)
(0.5)

(5,936,963)
(63.5)
(4,051,976)
(33.1)

1.5

(1.6)

(0.1)

(4,242,526)
(45.3)

139,158

(149,863)

(9,441)

91,912

(153,056)

(10,559)

(563,253)

(40,987)

(56,887)

230,111

(0.4)

2.5

—

(237.89)

(116.41)

Revenue.

We
generated
revenue
of
INR
12,248.5
million
in
the
year
ended
March
31,
2018,
an
increase
of
30.9%
over
revenue
of
INR
9,356.8
million
for
the
year
ended
March
31,
2017.

Service Cost.

Our
service
cost
increased
to
INR
4,930.8
million
in
the
year
ended
March
31,
2018
from
INR
4,179.5
million
in
the
year
ended
March
31,
2017
due
to
increase
in
our
sale
of
packages.

(1)

See
the
section
below
titled
"Certain
Non
IFRS
Measures."

Table
of
Contents

Adjusted Revenue (1) .

Our
Adjusted
Revenue
increased
by
42.4%
to
INR
7,407.8
million
in
the
year
ended
March
31,
2018
from
INR
5,202.6
million
in
the
year
ended
March
31,
2017.
This
growth
resulted
mainly
from
an
increase
of
37.1%
in
our
Air
Ticketing
revenue
along
with
an
increase
of
48%
in
our
Adjusted
Revenue
(1)
from
Hotels
and
Packages,
including
the
impact
of
consolidation
of
ATB.

Air Ticketing.

Revenue
from
our
Air
Ticketing
business
increased
by
37.1%
to
INR
5,012.9
million
in
the
year
ended
March
31,
2018
from
INR
3,657
million
in
the
year
ended
March
31,
2017.
This
growth
was
driven
by
an
increase
in
Air
Ticketing
gross
bookings
by
37.5%
to
INR
79.2
billion
in
the
year
ended
March
31,
2018
including
the
impact
of
consolidation
of
ATB,
as
compared
to
INR
57.6
billion
in
the
year
ended
March
31,
2017.
The
growth
in
our
Air
Ticketing
sales
and
Gross
Bookings
in
the
year
ended
March
31,
2018
reflects
the
strong
underlying
growth
in
the
overall
air
travel
market
in
India
and
the
continued
shift
in
the
air
travel
market
from
offline
to
online
transactions.
In
addition,
our
air
passenger
yields
increased
as
our
business
mix
moved
more
towards
international
flights
which
have
a
higher
transaction
value
but
lower
online
penetration.
Our
Net
Revenue
Margin
in
the
current
year
marginally
decreased
to
6.3%
including
the
impact
of
consolidation
of
ATB
from
6.4%
in
the
corresponding
period
last
year.

Hotels and Packages.

Revenue
from
our
Hotels
and
Packages
business
increased
by
24.4%
to
INR
6,628.2
million
in
the
year
ended
March
31,
2018
from
INR
5,326.4
million
in
the
year
ended
March
31,
2017.
Our
Adjusted
Revenue
(1)
for
this
segment
increased
by
48.0%
to
INR
1,697.5
million
in
the
year
ended
March
31,
2018
from
INR
1,146.9
million
in
the
year
ended
March
31,
2017.
This
growth
was
due
to
an
increase
in
our
Gross
Bookings
by
28.3%
to
INR
13.4
billion,
including
the
impact
of
consolidation
of
ATB,
along
with
an
increase
in
Net
Revenue
Margin
to
12.7%
in
the
year
ended
March
31,
2018
as
compared
to
11%
during
the
year
ended
March
31,
2017.
The
increase
in
Net
Revenue
Margin
is
due
to
change
in
business
mix
in
favor
of
standalone
hotels,
which
have
higher
margins,
as
well
as
higher
margins
negotiated
from
the
suppliers
primarily
from
our
standalone
hotels
business.

Other Revenue.

Our
other
revenue
grew
by
62.6%
to
INR
607.3
million
in
the
year
ended
March
31,
2018
from
INR
373.4
million
in
the
year
ended
March
31,
2017.
This
increase
was
primarily
due
to
an
increase
in
advertisement
and
alliances
income,
improvement
in
attach
rates
for
insurance
booked
at
the
time
of
air
ticket
purchases
resulting
in
higher
insurance
facilitation
fees,
an
increase
in
bus
and
train
bookings
and
the
impact
of
consolidation
of
ATB.

Other Income.

Our
other
income
increased
to
INR
90.0
million
in
the
year
ended
March
31,
2018
from
INR
25.3
million
in
the
year
ended
March
31,
2017.
This
increase
was
primarily
on
account
of
the
government
grant
received
by
the
company
on
account
of
"Service
Exports
from
India
Scheme
(SEIS)".

Personnel Expenses.

Our
personnel
expenses
increased
by
37.2%
to
INR
2,902.8
million
in
the
year
ended
March
31,
2018
from
INR
2,115.3
million
in
the
year
ended
March
31,
2017.
This
increase
was
primarily
due
to
an
increase
in
employee
share-based
payment
expense
to
INR
729.9
million
in
the
year
ended
March
31,
2018
from
INR
586.9
million
in
the
year
ended
March
31,
2017,
annual
salary
increments,
increased
employee
headcount
primarily
in
technology
and
impact
of
consolidation
of
ATB.
Excluding
the
employee
share-based
payment
expense,
our
personnel
expense
growth
would
have
been
42.2%
for
the
year
ended
March
31,
2018,
including
the
impact
of
consolidation
of
ATB.

Marketing and Sales Promotion Expenses.

Marketing
and
sales
promotion
expenses
increased
by
69.0%
to
INR
4,153.9
million
in
the
year
ended
March
31,
2018
from
INR
2,457.2
million
in
the
year
ended
March
31,
2017
primarily
due
to
increases
in
brand
marketing
campaigns,
consumer
promotions
and
loyalty
incentive
programs
and
the
impact
of
consolidation
of
ATB.
Marketing
and
Sales

(1)

See
the
section
below
titled
"Certain
Non
IFRS
Measures."

Table
of
Contents

Promotion
Expenses
as
a
percentage
of
Adjusted
Revenue
(2)
increased
to
56.1%
in
the
year
ended
March
31,
2018
from
47.2%
during
the
year
ended
March
31,
2017.

Other Operating Expenses.

Other
operating
expenses
increased
by
48.1%
to
INR
3,285.5
million
in
the
year
ended
March
31,
2018
from
INR
2,217.9
million
in
the
year
ended
March
31,
2017
primarily
due
to
remeasurement
of
contingent
consideration
of
INR
294.3
million,
consolidation
of
ATB,
increased
payment
gateway
expenses
and
commissions
due
to
increased
business
volume
and
increases
in
our
legal
and
professional
fees.

Depreciation and Amortization.

Our
depreciation
and
amortization
expenses
increased
by
54.4%
to
INR
425.6
million
in
the
year
ended
March
31,
2018
from
INR
275.6
million
in
the
year
ended
March
31,
2017
primarily
as
a
result
of
an
increase
in
amortization
expense
and
the
impact
of
consolidation
of
ATB.

Results from Operations.

As
a
result
of
the
foregoing
factors,
our
results
from
operations
was
a
loss
of
INR
3,360.1
million
in
the
year
ended
March
31,
2018.
Our
loss
for
the
year
ended
March
31,
2017
was
INR
1,863.4
million.
Excluding
the
employee
share-based
compensation
costs
and
remeasurement
of
contingent
consideration,
Adjusted
Results
from
Operations
(1)
would
have
been
INR
2,335.9
million
for
year
ended
March
31,
2018
as
compared
to
INR
1,276.5
million
for
year
ended
March
31,
2017.

Finance Income.

Our
finance
income
decreased
to
INR
91.9
million
in
the
year
ended
March
31,
2018
from
INR
139.2
million
in
the
year
ended
March
31,
2017.
The
decrease
was
primarily
due
to
decrease
in
the
interest
income
from
our
bank
deposits.

Finance Costs.

Our
finance
costs
increased
to
INR
153.1
million
in
the
year
ended
March
31,
2018
as
compared
to
INR
149.9
million
in
the
year
ended
March
31,
2017.
The
increase
was
mainly
due
to
an
increase
in
interest
on
borrowings
due
to
a
new
debt
facility
availed
in
year
ended
March
31,
2018
and
the
impact
of
consolidation
of
ATB,
which
was
partially
offset
by
a
decrease
in
unwinding
of
discount
on
other
financial
liability
related
to
business
expenses.

Share of Loss of Joint Venture.

This
loss
pertains
to
a
joint
venture
investment
that
operates
in
adventure
travel
activities.
Our
loss
from
this
joint
venture
increased
to
INR
10.6
million
in
the
year
ended
March
31,
2018
from
INR
9.4
million
in
the
year
ended
March
31,
2017.

Listing and related expenses.

Listing
and
related
expenses
amounting
to
INR
4,242.5
million
for
the
year
ended
March
31,
2017
relate
to
the
expenses
accrued
due
to
the
Business
Combination
with
Terrapin
3,
Nasdaq
listing
related
legal
and
professional
expenses
and
contingent
dividend
expense.
These
were
one-
time
costs
for
the
year
ended
March
31,
2017.

Change in fair value of warrants.

During
the
year
ended
March
31,
2018,
we
incurred
a
loss
of
INR
563.3
million
due
to
a
change
in
the
fair
market
value
of
warrants
as
compared
to
a
gain
of
INR
230.1
million
during
the
year
ended
March
31,
2017.

Income Tax Expense.

Our
income
tax
expense
during
the
year
ended
March
31,
2018
was
INR
56.9
million
compared
to
an
expense
of
INR
41
million
during
the
year
ended
March
31,
2017.
This
was
primarily
due
to
higher
taxable
income
in
some
of
our
subsidiaries
and
the
impact
of
consolidation
of
ATB.

Loss for the Year.

As
a
result
of
the
foregoing
factors,
our
loss
in
the
year
ended
March
31,
2018
was
INR
4,052.0
million
as
compared
to
a
loss
of
INR
5,937.0
million
in
the
year
ended
March
31,
2017.
Excluding
the
employee
share
based
compensation
costs,
remeasurement
of
contingent

(1)

See
the
section
below
titled
"Certain
Non
IFRS
Measures."

100

Table
of
Contents

consideration,
net
change
in
fair
value
of
warrants
and
listing
and
related
expenses,
the
Adjusted
Loss
(1)
would
have
been
INR
2,464.5
million
for
year
ended
March
31,
2018
and
Adjusted
Loss
(1)
would
have
been
INR
1,337.6
million
for
year
ended
March
31,
2017.

Basic and Diluted Loss per Share.

Basic
loss
per
share
was
INR
116.41
in
the
year
ended
March
31,
2018
as
compared
to
basic
loss
per
share
of
INR
237.89
in
the
year
ended
March
31,
2017.
After
excluding
the
employee
share-based
compensation
costs,
remeasurement
of
contingent
consideration,
net
change
in
fair
value
of
warrants
and
listing
and
related
expenses,
Adjusted
Basic
Loss
per
Share
(1)
would
have
been
INR
70.66
in
the
year
ended
March
31,
2018
as
compared
to
INR
53.59
in
the
year
ended
March
31,
2017.

Liquidity
and
Capital
Resources

Our
sources
of
liquidity
have
principally
been
proceeds
from
the
sale
of
our
Class
A
Shares
and
Class
F
Shares,
Ordinary
Shares,
long
term
borrowings,
bank
overdrafts,
working
capital
facilities
and
cash
flows
from
operations.
Our
cash
requirements
have
mainly
been
for
funding
operational
losses,
acquisitions,
working
capital
as
well
as
capital
expenditures.

As
of
March
31,
2019,
our
primary
sources
of
liquidity
were
INR
2,161.0
million
of
cash
and
cash
equivalents
and
1,029.5
million
in
term
deposits
(INR
1,010.3
million
is
pledged
with
various
banks
against
bank
guarantees,
bank
overdraft,
vehicle
loan,
letter
of
credit,
sales
invoice
discounting
and
credit
card
facilities).

As
of
March
31,
2018,
our
primary
sources
of
liquidity
were
INR
2,465.1
million
of
cash
and
cash
equivalents
and
1,012.1
million
in
term
deposits
(INR
831.7
million
is
pledged
with
various
banks
against
bank
guarantees,
bank
overdraft,
vehicle
loan,
letter
of
credit,
sales
invoice
discounting
and
credit
card
facilities).

As
of
March
31,
2017,
our
primary
sources
of
liquidity
were
INR
1,532.6
million
of
cash
and
cash
equivalents
and
INR
3,027.9
million
in
term
deposits
(INR
1,025.5
million
is
pledged
with
various
banks
against
bank
guarantees,
bank
overdraft,
vehicle
loan,
letter
of
credit,
sales
invoice
discounting
and
credit
card
facilities).
The
increase
was
primarily
due
to
cash
received
of
approximately
$92.5
million
in
connection
with
the
Business
Combination
that
was
consummated
in
the
current
year.

Our
trade
receivables
and
contract
assets
primarily
comprise
of:
(1)
commissions,
incentive
or
other
payments
owed
to
us
by
airlines
and
other
suppliers
and
(2)
receivables
from
our
B2B2C
travel
agents,
corporate
and
some
retail
customers
to
whom
we
typically
extend
credit
periods.
Our
trade
and
other
receivables
increased
by
INR
944.5
million
from
INR
3,976.8
million
as
of
March
31,
2018
to
INR
4,921.3
million
as
of
March
31,
2019,
in
line
with
the
growth
of
our
business.

Our
Prepayments
and
other
assets
primarily
consist
of
current
portion
of
prepayments
made
to
and
deposits
placed
with
our
suppliers.
Our
other
current
assets
decreased
from
INR
977.8
million
as
of
March
31,
2018
to
INR
899.9
as
of
March
31,
2019,
primarily
due
to
decreases
in
advances
made
to
our
airline
and
hotel
suppliers.

In
September
2017,
the
Company
took
a
term
loan
of
$7.8
million,
or
approximately
INR
509.3
million,
from
InnoVen
Capital
Singapore
PTE.
LTD.,
consisting
of
$5
million
"Facility
A"
and
$2.8
million
"Facility
B,"
carrying
an
interest
of
9%
per
annum.
The
loan
is
repayable
in
relation
to
Facility
A
over
the
period
until
January
01,
2020
and
in
relation
to
Facility
B
over
the
period
until
August
01,
2019.
The
amount
outstanding
against
this
loan
as
of
March
31,
2019
was
$2.5
million,
or
approximately
INR
175.1
million.
The
loan
is
secured
by
charge
on
all
existing
and
future,
current
and
non-current
assets,
including
any
intellectual
property
and
intellectual
property
rights
of
the
company.

(1)

See
the
section
below
titled
"Certain
Non
IFRS
Measures."

101

Table
of
Contents

Yatra
India,
an
indirect
subsidiary
of
the
Company,
took
a
term
loan
from
InnoVen
Capital
India
Private
Limited
of
an
aggregate
amount
of
INR
495
million,
consisting
of
INR
320
million
"First
Tranche"
and
INR
175
million
"Second
Tranche"
in
September
2017,
carrying
an
interest
of
14.75%
per
annum.
The
loan
is
repayable
in
relation
to
First
Tranche
over
the
period
until
January
01,
2020
and
in
relation
to
Second
Tranche
over
the
period
until
August
01,
2019.
The
amount
outstanding
against
this
loan
as
of
March
31,
2019
was
INR
161.1
million.
The
loan
is
secured
by
pledge
of
all
existing
and
future,
current
and
non-current
assets,
including
any
intellectual
property
and
intellectual
property
rights
of
the
company
and
by
the
pledge
of
shares
held
by
Yatra
India
in
ATB.
As
on
July
4,
2019,
the
pledge
on
these
shares
has
been
released
against
a
fixed
deposit
of
INR
50
million.

As
of
March
31,
2019,
Yatra
India
had
sanctioned
bank
guarantee
limits
of
(i)
INR
1,100
million
from
ICICI
bank
against
bank
deposits
of
INR
600
million
(this
amount
is
pledged
and
we
do
not
earn
any
interest
on
this
bank
deposit),
all
existing
and
future
fixed
and
current
assets
including
intellectual
property
and
intellectual
property
rights.
As
of
March
31,
2019,
ATB
had
sanctioned
cash
credit
and
bank
guarantee
limits
of
INR
1,100
million
from
ICICI
bank
(INR
800
million
as
a
cash
credit
limit
against
a
bank
deposit
of
INR
150
million
(this
amount
is
pledged
and
we
do
not
earn
any
interest
on
this
bank
deposit)
and
INR
300
million
as
a
bank
guarantee
limit
with
20%
cash
margin
of
the
bank
guarantee
value
upon
utilization
of
the
limit),
all
existing
and
future
fixed
and
current
assets
including
intellectual
property
and
intellectual
property
rights.

As
of
March
31,
2018,
Yatra
India
had
sanctioned
bank
guarantee
limits
of
(i)
INR
1,100
million
from
ICICI
bank
against
bank
deposits
of
INR
600
million
(this
amount
is
pledged
and
we
do
not
earn
any
interest
on
this
bank
deposit),
all
existing
and
future
fixed
and
current
assets
including
intellectual
property
and
intellectual
property
rights,
and
(ii)
INR
10
million
from
HSBC
bank
against
fixed
deposits.

As
of
March
31,
2017,
Yatra
India
had
sanctioned
bank
guarantee
limits
of
(i)
INR
900
million
from
HDFC
Bank
against
fixed
deposits,
all
existing
and
future
fixed
and
current
assets
including
intellectual
property
and
intellectual
property
rights,
and
(ii)
INR
10
million
from
HSBC
Bank
against
fixed
deposits.
In
addition,
Yatra
USA
has
placed
certificates
of
deposit
totaling
approximately
INR
19.42
million
(US
$0.3
million),
to
provide
guarantees
to
various
international
airlines.

On
July
24,
2015,
we
took
a
term
loan
of
$5
million,
or
approximately
INR
326.6
million,
from
Macquarie
Corporate
Holdings
PTY
Limited,
an
affiliate
of
MIHI
LLC.
The
loan
carried
interest
in
two
parts,
cash
interest
rate
at
5%
per
annum
and
payment
in
kind,
or
PIK,
interest
rate
at
3.5%
per
annum.
PIK
interest
rate
was
payable
in
kind
through
accretion
to
the
aggregate
outstanding
principal
amount
of
the
loan;
provided
that,
if
the
maturity
date
is
extended
beyond
the
first
anniversary
of
the
borrowing
date,
the
PIK
interest
rate
for
each
interest
period
starting
after
the
first
anniversary
of
the
borrowing
date
shall
increase
to
5.0%
per
annum.
The
amount
outstanding
against
this
loan
as
of
March
31,
2017
was
Nil
(March
31,
2016
was
INR
339.7
million).
The
loan
was
secured
by
the
pledge
of
the
shares
of
the
subsidiaries
of
the
Group,
THCL
Travel
Holding
Cyprus
Limited
and
Asia
Consolidated
DMC
Pte.
Ltd.
The
loan
was
taken
by
the
company
for
twelve
months;
provided
that,
if
no
default
has
been
occurred
and
continuing,
the
maturity
date
shall
automatically
be
extended
to
the
date
falling
twenty-four
months
after
the
borrowing
date.
We
could
not
make
any
voluntary
prepayments
in
respect
of
the
loan
prior
to
the
first
anniversary
of
the
borrowing
date.
We
repaid
the
outstanding
principal
amount
of
the
loan
in
full
on
December
29,
2016
and
the
balance
interest
payment
on
January
3,
2017
and
Macquarie
released
the
pledge
of
shares
mentioned
above.

Yatra
India
took
a
term
loan
from
InnoVen
Capital
India
Private
Limited
(formerly
SVB
India
Finance
Private
Limited)
of
an
aggregate
amount
of
INR
250
million,
consisting
of
INR
150
million
in
November
2013
and
INR
100
million
in
March
2014,
carrying
an
interest
of
14.40%
per
annum.
The
loan
was
repayable
in
31
and
30
monthly
installments.
The
amount
outstanding
against
this
loan
as
of
March
31,
2016
was
INR
86.9
million.
The
loan
was
secured
by
pledge
of
all
existing
and
future,

102

Table
of
Contents

current
and
fixed
assets,
including
any
intellectual
property
and
intellectual
property
rights
of
the
company.
On
January
20,
2017,
we
prepaid
the
entire
outstanding
amount
of
the
loan
amounting
to
INR
10.3
million,
which
included
prepayment
charges
of
INR
0.2
million
and
also
got
the
security
against
all
current
and
fixed
assets
as
mentioned
above
released.

As
of
March
31,
2017,
Yatra
India
had
the
following
facility
available
in
India
from
HDFC
Bank:
an
overdraft
facility
for
up
to
INR
500
million
(March
31,
2016:
INR
500
million),
with
interest
payable
at
an
average
rate
of
8.8%
(March
31,
2016:
8.7%)
(weighted
average
fixed
deposit
rate
plus
1.00%)
per
annum,
secured
by
fixed
deposits
of
Yatra
India.
No
amount
was
outstanding
under
this
facility
as
on
March
31,
2017
and
March
31,
2016.

We
have
taken
vehicles
on
finance
lease
wherein
the
leased
vehicles
are
pledged
as
security
for
the
related
lease.
As
of
March
31,
2019,
the
outstanding
balance
of
finance
lease
liability
was
INR
4.1
million
as
compared
to
INR
8.9
million
as
at
March
31,
2018.
Further,
we
have
taken
certain
vehicles
on
loan
which
is
secured
against
pledge
of
such
vehicles
and
fixed
deposit.
As
of
March
31,
2019,
the
outstanding
balance
of
such
borrowing
is
INR
39.2
million
as
compared
to
INR
46.1
million
as
at
March
31,
2018.

We
have
taken
vehicles
on
finance
lease
wherein
the
leased
vehicles
are
pledged
as
security
for
the
related
lease.
As
of
March
31,
2018,
the
outstanding
balance
of
finance
lease
liability
was
INR
8.9
million
as
compared
to
INR
12.9
million
on
March
31,
2017.
Further,
we
have
taken
certain
vehicles
on
loan
which
is
secured
against
pledge
of
such
vehicles
and
fixed
deposit.
As
of
March
31,
2018,
the
outstanding
balance
of
such
borrowing
is
INR
46.1
million
as
compared
to
INR
32.0
million
as
at
March
31,
2017.

From
time
to
time,
we
are
also
required
by
certain
international
and
Indian
airlines,
Hotels
and
Packages
suppliers,
as
well
as
certain
aggregators
from
whom
we
obtain
hotel
inventory
and
other
travel
suppliers,
to
obtain
bank
guarantees
or
letters
of
credit
to
secure
our
obligations
to
them.

We
believe
that
our
current
cash
and
cash
equivalents
and
cash
flow
from
operations
will
be
sufficient
to
meet
our
anticipated
regular
working
capital
requirements,
funding
of
operational
losses
and
our
needs
for
capital
expenditures
for
at
least
the
next
12
months.
We
may,
however,
require
additional
cash
resources
due
to
changing
business
conditions
or
other
future
developments,
including
any
investments
or
acquisitions
we
may
decide
to
pursue.

The
following
table
sets
forth
the
summary
of
our
cash
flows
for
the
periods
indicated:

2016
INR
('000s)

Fiscal
Year
Ended
March
31,

2017
INR
('000s)

2018
INR
('000s)

2019
INR
('000s)

Net
cash
from/(used
in)
operating
activities
Net
cash
from/(used
in)
investing
activities
Net
cash
from/(used
in)
financing
activities
Net
increase/(decrease)
in
cash
and
cash
equivalents
Effect
of
exchange
rate
changes
on
cash
and
cash
equivalents
Cash
and
cash
equivalents
at
the
beginning
of
the
year
Closing
cash
and
cash
equivalents
at
the
end
of
the
year

Net cash from / (used in) operating activities

(459,903)
(1,589,820)

(475,549)
(2,380,528)
1,221,059

577,182

916,300

16,144

1,532,629

2,465,073

(881,941)
(3,542,134)
(650,325)

2,904,580

(1,287,879)
186,477

2,465,073

1,363,671

1,144,021

208,569

(39,929)

221,024

389,664

(22,299)

389,664

1,532,629

5,135,612

1,165,264

Our
net
cash
used
in
operating
activities
was
INR
3542,1
million
in
the
year
ended
March
31,
2019,
as
compared
to
net
cash
used
in
operating
activities
of
INR
881.9
million
in
the
year
ended
March
31,
2018,
an
increase
in
cash
usage
of
INR
2,656.2
million
in
the
year
ended
March
31,
2019.
Our
net
loss
adjusted
for
interest,
tax,
amortization
and
depreciation
and
other
non-cash
items
was

103

Table
of
Contents

INR
1,079.8
million
in
the
year
ended
March
31,
2019.
Further,
in
the
year
ended
March
31,
2019,
there
was
an
increase
in
our
working
capital
of
INR
2,217.2
million,
as
compared
to
a
decrease
in
working
capital
of
INR
1,069.9
million
in
the
year
ended
March
31,
2018.
The
increase
in
working
capital
in
the
year
ended
March
31,
2019
was
primarily
due
to
INR
1,316.4
million
increases
in
trade
and
other
receivables
and
INR
920.9
million
decreases
in
trade
and
other
payables.
The
working
capital
decrease
in
the
year
ended
March
31,2018
was
primarily
due
to
INR
1,898.7
million
increases
in
trade
and
other
payables.
The
increase
in
trade
and
other
payables
was
partially
offset
by
an
increase
in
trade
and
other
receivables
of
INR
824.9
million
due
to
an
increase
in
the
volume
of
our
business.

Our
net
cash
used
in
operating
activities
was
INR
881.9
million
in
the
year
ended
March
31,
2018,
as
compared
to
net
cash
used
in
operating
activities
of
INR
1,589.8
million
in
the
year
ended
March
31,
2017,
a
decrease
in
cash
usage
of
INR
707.9
million
in
the
year
ended
March
31,
2018.
Our
net
loss
adjusted
for
interest,
tax,
amortization
and
depreciation
and
other
non-cash
items
was
INR
1,846.7
million
in
the
year
ended
March
31,
2018.
Further,
in
the
year
ended
March
31,
2018,
there
was
a
decrease
in
our
working
capital
of
INR
1,069.9
million,
as
compared
to
an
increase
in
working
capital
of
INR
384.6
million
in
the
year
ended
March
31,
2017.
The
decrease
in
working
capital
in
the
year
ended
March
31,
2018
was
primarily
due
to
INR
1,898.7
million
increases
in
trade
and
other
payables.
The
increase
in
trade
and
other
payables
was
partially
offset
by
an
increase
in
trade
and
other
receivables
of
INR
824.9
million.
The
working
capital
increase
in
the
year
ended
March
31,2017
was
primarily
due
to
a
INR
889.9
million
increase
in
trade
and
other
receivables.
The
increase
in
trade
receivables
was
partially
offset
by
an
increase
in
trade
and
other
payables
of
INR
508.3
million
due
to
an
increase
in
the
volume
of
our
business.

Net cash from/(used in) investing activities.

During
the
year
ended
March
31,
2019,
cash
used
in
investing
activities
was
INR
650.3
million,
as
compared
to
cash
from
investing
activities
was
INR
1,221.1
million
in
the
year
ended
March
31,
2018.
During
the
year
ended
March
31,
2019,
we
redeemed
INR
6.4
million
in
term
deposits
with
banks,
invested
an
incremental
INR
424.3
million
in
property
plant
and
equipment
and
in
software
and
technology-related
development
projects,
and
INR
253.4
million
for
acquisition
of
ATB
business.
We
also
received
interest
on
our
term
deposits
of
INR
10.5
million
in
the
year
ended
March
31,
2019,
as
compared
to
INR
6.9
million
in
the
year
ended
March
31,
2018.

During
the
year
ended
March
31,
2018,
cash
from
investing
activities
was
INR
1,221.1
million,
as
compared
to
cash
used
in
investing
activities
of
INR
2,380.5
million
in
the
year
ended
March
31,
2017.
During
the
year
ended
March
31,
2018,
we
redeemed
INR
2,141.6
million
in
term
deposits
with
banks,
invested
an
incremental
INR
576.3
million
in
property
plant
and
equipment
and
in
software
and
technology-related
development
projects,
and
INR
353.5
million
for
acquisition
of
ATB
business.
We
also
received
interest
on
our
term
deposits
of
INR
6.9
million
in
the
year
ended
March
31,
2018,
as
compared
to
INR
11.8
million
in
the
year
ended
March
31,
2017.

Net cash from financing activities.

During
the
year
ended
March
31,
2019,
cash
from
financing
activities
was
INR
2,904.6
million,
primarily
as
a
result
of
the
issue
of
share
capital
of
INR
3,563.5
million
and
repayment
of
borrowings
of
INR
526.7
million.
Further,
we
made
payments
of
INR
132.4
million
as
interest
on
term
loans,
bank
overdrafts
and
vehicle
loans.

During
the
year
ended
March
31,
2018,
cash
from
financing
activities
was
INR
577.2
million,
primarily
as
a
result
of
the
proceeds
of
borrowings
of
INR
1400.2
million
and
repayment
of
borrowings
of
INR
613.5
million.
Further,
we
made
payments
of
INR
102.9
million
as
interest
on
term
loans,
bank
overdrafts
and
vehicle
loans.

104

Table
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During
the
year
ended
March
31,
2017,
cash
from
financing
activities
was
INR
5,135.6
million,
primarily
as
a
result
of
the
proceeds
from
the
issuance
of
shares
in
connection
with
the
Business
Combination
of
INR
3,970.2
million,
issuance
of
equity
shares
of
INR
1,675.8
million
and
repayment
of
borrowings
of
INR
451.7
million.
Further,
we
made
payments
of
INR
47.4
million
as
interest
on
term
loans,
bank
overdrafts,
vehicle
loans
and
our
other
finance
charges.

Capital
Expenditures

We
have
historically
financed
our
capital
expenditure
requirements
with
cash
flows
from
operations,
as
well
as
through
the
sale
of
our
common
and
convertible
preferred
shares.

We
made
capital
expenditures
of
INR
874.9
million
and
INR
1,155.5
million
in
fiscal
years
2019
and
2018,
respectively.
In
addition,
we
expect
to
spend
an
additional
approximately
INR
200
million
to
INR
300
million
on
capital
expenditures
during
fiscal
year
2020.
Our
capital
expenditures
have
in
principle
consisted
of
purchases
of
servers,
workstations,
computers,
computer
software,
leasehold
improvements
and
other
items
related
to
our
technology
platform
and
infrastructure,
upgrading
of
our
websites,
creation
of
intangible
software,
and
mobile
platforms.

Off-Balance
Sheet
Arrangements

As
of
March
31,
2019,
Yatra
India
had
obtained
INR
1,141.2
million
in
bank
guarantees
from
ICICI
and
ATB
had
also
obtained
INR
93.06
million
in
bank
guarantees
from
ICICI
Bank
Limited
and
insurance
of
INR
217.72
million
from
IFFCO
Tokio
GIC
in
favor
of
the
International
Air
Transport
Association,
against
any
payment
default
by
us
to
all
airlines
participating
in
the
International
Air
Transport
Association's
bill
settlement
plan.
Additionally,
Yatra
India
had
pledged
deposits
totaling
INR
31.1
million
for
the
purpose
of
providing
guarantees
to
various
Hotels
and
Packages
suppliers.

As
of
March
31,
2018,
Yatra
India
had
obtained
INR
1,070.2
million
in
bank
guarantees
from
ICICI
and
ATB
had
also
obtained
INR
64.27
million
in
bank
guarantees
from
State
Bank
of
India
and
insurance
of
INR
220
million
from
IFFCO
Tokio
GIC
in
favor
of
the
International
Air
Transport
Association,
against
any
payment
default
by
us
to
all
airlines
participating
in
the
International
Air
Transport
Association's
bill
settlement
plan.
Additionally,
Yatra
India
and
ATB
had
pledged
deposits
totaling
INR
26.2
million
for
the
purpose
of
providing
guarantees
to
various
Hotels
and
Packages
suppliers.

As
of
March
31,
2017,
Yatra
India
had
obtained
INR
844.6
million
in
bank
guarantees
from
HDFC
Bank
in
favor
of
the
International
Air
Transport
Association,
against
any
payment
default
by
us
to
all
airlines
participating
in
the
International
Air
Transport
Association's
bill
settlement
plan,
and
Yatra
USA
had
pledged
certificates
of
deposit
totaling
INR
19.4
million
(US$
0.3
million)
for
the
purpose
of
providing
guarantees
to
various
international
airlines.
Additionally,
Yatra
India
had
pledged
deposits
totaling
INR
23.6
million
for
the
purpose
of
providing
guarantees
to
various
Hotels
and
Packages
suppliers.

In
fiscal
year
2012,
Yatra
Online
Private
Limited
(Yatra
India)
issued
warrants
to
Bennett
Coleman
&
Co.
Ltd.,
or
BCCL,
which
were
convertible
into
the
equity
shares
in
Yatra
India
upon
occurrence
of
certain
events
viz.
(a)
an
IPO
of
the
Parent
or
its
subsidiaries
(Yatra
online
private
Limited/Yatra
Online
(Cyprus)
Limited)
or
(b)
Prior
to
a
proposed
event
resulting
in
a
Change
of
Control
of
the
Company
or
Ultimate
Parent,
at
any
time,
within
a
period,
of
4
(Four)
years
from
June
21,
2011,
which
was
further
extended
until
September
30,
2017.
BCCL
had
a
right
to
exercise
put
option
in
respect
of
such
equity
shares
against
THCL
Travel
Holding
Limited
("THCL"
formerly
known
Yatra
Online
(Cyprus)
Limited).
On
conversion
to
equity,
BCCL
had
put
option
that
required
Yatra
Cyprus
to
purchase
all
the
shares
held
by
BCCL
at
a
price
per
share
calculated
as
per
the
terms
of
the
agreement.
In
the
event,
BCCL
did
not
exercise
its
put
option
within
the
period
stipulated

105

Table
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Contents

therein,
THCL
had
the
right
to
require
BCCL
to
sell
all
the
above-stated
equity
shares
held
in
Yatra
to
THCL
at
a
price
per
share
calculated
as
per
the
Warrant
Subscription
Agreement.

On
March
31,
2017,
BCCL
has
agreed
to
waive
its
right
to
exercise
the
Warrants
under
the
Warrant
Subscription
Agreement
and
Yatra
India
settled
with
BCCL
through
the
payment
of
an
aggregate
sum
of
INR
390
million
under
the
terms
of
an
Advertisement
Agreement,
with
no
further
liability
on
Yatra.
This
was
subsequently
settled
on
June
29,
2017.

In
fiscal
year
2019,
Yatra
Online
Private
Limited
(Yatra
India)
has
entered
into
a
debenture
subscription
agreement
with
BCCL,
which
agreed
to
subscribe
to
a
non-convertible
debenture
for
an
aggregate
consideration
of
subscription
amount
of
INR
195,000
while
the
Company
agreed
to
issue
and
allot
the
same
aggregate
principal
amount
of
non-convertible
debentures
to
BCCL
in
a
private
placement.
Non-convertible
debentures
(NCD)
allotted
to
BCCL
shall
be
redeemed
at
the
redemption
amount
of
INR
214,500
being
the
sum
of
NCD
Subscription
Amount
and
the
NCD
Interest.
The
Company
also
entered
into
an
advertisement
agreement
with
BCCL
wherein
the
Company
has
paid
a
deposit
of
a
similar
amount
to
BCCL.
This
deposit
will
be
used
for
payments
to
be
made
in
relation
to
advertisements
released
in
properties
owned
and
managed
by
BCCL.

Apart
from
the
foregoing,
we
do
not
have
any
outstanding
off-balance
sheet
derivative
financial
instruments,
guarantees,
interest
rate
swap
transactions
or
foreign
currency
forward
contracts.
We
do
not
engage
in
trading
activities
involving
non-exchange
traded
contracts.

Contractual
Obligations

Our
contractual
obligations
as
of
March
31,
2019
are
summarized
below:

Contractual
Obligations
(Amount
in
INR
thousands)
Capital
expenditure*
Operating
expenditures**
Vehicle
loan
Finance
Lease
Operating
Lease
Total

Fiscal
Year
Ended
March
31,
2019

Total

1,859

106,206

39,208

4,605

759,046

910,924

Less
than

1
Year

1,859

106,206

15,730

3,534

104,289

231,618

1
-
3
Year

3
-
5
Year

—

21,524

1,071

144,090

166,685

—

1,954

—

193,575

195,529

More
than

5
Year

—

317,092

Contractual
commitments
for
capital
expenditure
relate
to
acquisition
of
computer
software
and
websites,
office
equipment
and
furniture
and
fixtures.

Contractual
commitments
for
operating
expenditure
relate
to
advertisement
services.

Quantitative
and
Qualitative
Disclosures
about
Market
Risk

The
company's
activities
are
exposed
to
variety
of
financial
risk:
credit
risk,
foreign
currency
risk
and
liquidity
risk.
The
company's
senior
management
oversees
the
management
of
these
risks.
The
company's
senior
management
ensures
that
the
company's
financial
risk
activities
are
governed
by
appropriate
policies
and
procedures
and
that
financial
risks
are
identified,
measured
and
managed
in
accordance
with
the
company's
policies
and
risk
objectives.
The
company
reviews
and
agrees
on
policies
for
managing
each
of
these
risks
which
are
summarized
below:

Credit Risk.

Credit
risk
is
the
risk
that
a
counterparty
will
not
meet
its
obligations
under
a
financial
instrument
or
customer
contract,
leading
to
a
financial
loss.
The
company
is
exposed
to
credit
risk
from
its
operating
activities
(primarily
trade
receivables),
including
deposits
with
banks
and
financial
institutions,
foreign
exchange
transactions
and
other
financial
instruments.

106

Table
of
Contents

Customer
credit
risk
is
managed
by
each
business
unit
subject
to
the
company's
established
policy,
procedures
and
control
relating
to
customer
credit
risk
management.
Credit
quality
of
a
customer
is
assessed
based
on
an
extensive
credit
rating
scorecard
and
individual
credit
limits
are
defined
in
accordance
with
this
assessment.
See
Note
40
to
our
2019
Consolidated
Financial
Statements
for
additional
information
relating
to
our
exposure
to
credit
risk.

Liquidity Risk.

Prudent
liquidity
risk
management
implies
maintaining
sufficient
cash
and
marketable
securities,
the
availability
of
funding
through
an
adequate
amount
of
committed
credit
facilities
and
the
ability
to
close
out
market
positions.
Due
to
the
dynamic
nature
of
the
underlying
businesses,
we
aim
to
maintain
flexibility
in
funding
by
maintaining
sufficient
amounts
in
certificates
of
deposits
with
banks
and
keeping
committed
credit
lines
available.

The
Group
manages
liquidity
by
maintaining
adequate
reserves,
banking
facilities,
by
continuously
monitoring
forecast
and
actual
cash
flows
and
matching
the
maturity
profiles
of
financial
assets
and
financial
liabilities.
Based
on
our
past
performance
and
current
expectations,
we
believe
that
the
cash
and
cash
equivalent
and
cash
generated
from
operations
will
satisfy
the
working
capital
needs,
funding
of
operational
losses,
capital
expenditure,
commitments
and
other
liquidity
requirements
associated
with
our
operations
through
at
least
the
next
12
months.
In
addition,
there
are
no
transactions,
arrangements
and
other
relationships
with
any
other
person
that
are
reasonably
likely
to
materially
affect
the
availability
of
the
requirement
of
capital
resources.
See
Note
40
to
our
2019
Consolidated
Financial
Statements
for
additional
information
relating
to
our
exposure
to
liquidity
risk.

Foreign Currency Risk.

Foreign
currency
risk
is
the
risk
that
the
fair
value
or
future
cash
flows
of
an
exposure
will
fluctuate
because
of
the
changes
in
foreign
exchange
rates.
The
Group
operates
through
subsidiaries
in
India,
Singapore
and
United
States.
The
functional
currency
of
these
subsidiaries
is
the
local
currency
in
the
respective
countries
and
accordingly
there
are
no
related
significant
foreign
currency
exposures.
The
Company
currently
does
not
have
any
hedging
agreements
or
similar
arrangements
with
any
counter-party
to
cover
its
exposure
to
any
fluctuations
in
foreign
exchange
rates.
The
Group's
exposure
to
the
risk
of
changes
in
foreign
exchange
rates
relates
primarily
to
the
Group's
operating
transactions
which
are
denominated
in
currency
other
than
subsidiary's
functional
currency
(foreign
currency
denominated
receivables
and
payables).
See
Note
40
to
our
2019
Consolidated
Financial
Statements
for
sensitivity
analysis
relating
to
our
exposure
to
foreign
risk.

New
Accounting
Standards
and
Interpretations
Issued
But
Not
Yet
Effective
as
at
March
31,
2019

The
new
standards,
interpretations
and
amendments
to
Standards
that
are
issued
to
the
extent
relevant
to
the
Group,
but
not
yet
effective,
up
to
the
date
of
issuance
of
the
Group's
financial
statements
are
disclosed
below.
The
Group
intends
to
adopt
these
Standards,
if
applicable,
when
they
become
effective.

IFRS 16 Leases

In
January
2016,
IASB
issued
standard,
IFRS
16
Leases.
IFRS
16
replaces
IAS
17
"Leases"
and
related
interpretations
viz.
IFRIC
4
"Determining
whether
an
Arrangement
contains
a
Lease;"
SIC-15,
"Operating
Leases—Incentives;"
and
SIC-27,
"Evaluating
the
Substance
of
Transactions
Involving
the
Legal
Form
of
a
Lease."
The
previous
accounting
model
for
leases
required
lessees
and
lessors
to
classify
their
leases
as
either
finance
leases
or
operating
leases
and
account
for
those
two
types
of
leases
differently.
IFRS
16
introduces
a
single
lessee
accounting
model
and
requires
a
lessee
to
recognize
assets
and
liabilities
for
all
leases
with
a
term
of
more
than
12
months,
unless
the
underlying
asset
is
of
low
value.

IFRS
16
is
effective
for
annual
reporting
periods
beginning
on
or
after
January
1,
2019.
Early
application
is
permitted
for
entities
that
apply
IFRS
15
at
or
before
the
date
of
initial
application
of
IFRS
16.
A
lessee
shall
apply
IFRS
16
either
retrospectively
to
each
prior
reporting
period
presented
or
record
a
cumulative
effect
of
initial
application
of
IFRS
16
as
an
adjustment
to
opening
balance
of
equity
at
the
date
of
initial
application.

107

Table
of
Contents

We
intend
to
adopt
the
"Modified
Retrospective
Approach"
on
the
date
of
initial
application
(April
1,
2019)
and
make
a
cumulative
adjustment
to
retained
earnings.
Accordingly,
comparatives
for
the
fiscal
2019
will
not
be
retrospectively
adjusted.

We
expect
that
adoption
of
this
standard
will
have
a
material
effect
on
our
consolidated
financial
statements.
The
most
significant
effects
of
this
new
standard
on
us
relate
to
the
recognition
of
new
right
of
use,
or
ROU,
assets
and
lease
liabilities
on
our
financial
position
for
various
real
estate
operating
leases.
The
adoption
of
IFRS
16
is
expected
to
have
a
favorable
impact
on
operating
profit
in
fiscal
2020,
since
a
portion
of
the
costs
that
were
previously
classified
as
rental
expenses
will
be
classified
as
interest
expense
and
thus
recorded
outside
operating
profit
and
an
unfavorable
impact
on
profit
after
tax
due
to
interest
accruing
at
a
higher
rate
in
earlier
years
and
decreasing
over
the
lease
term,
while
depreciation
is
recorded
on
a
straight-line
basis.
The
new
standard
also
has
an
impact
on
how
lease
payments
are
presented
in
the
cash
flow
statement
resulting
in
an
increase
in
cash
flows
from
operating
activities
and
a
decline
in
cash
flows
from
financing
activities.

The
adoption
of
this
standard
will
result
in
the
recognition
of
ROU
assets
and
lease
liabilities
for
operating
leases.
The
adoption
of
this
standard
is
expected
to
result
in
the
recognition
of
ROU
assets
and
lease
liabilities
for
operating
leases
of
approximately
INR
170,568
and
INR
205,474,
respectively,
as
of
April
1,
2019.

IFRIC 23 Uncertainty over Income Tax Treatments

In
June
2017,
IASB
issued
IFRIC
Interpretation
23
Uncertainty over Income Tax Treatments which
is
to
be
applied
while
performing
the
determination
of
taxable
profit
(or
loss),
tax
bases,
unused
tax
losses,
unused
tax
credits
and
tax
rates,
when
there
is
uncertainty
over
income
tax
treatments
under
IAS
12.
According
to
IFRIC
23,
companies
need
to
determine
the
probability
of
the
relevant
tax
authority
accepting
each
tax
treatment,
or
group
of
tax
treatments,
that
the
companies
have
used
or
plan
to
use
in
their
income
tax
filing
which
has
to
be
considered
to
compute
the
most
likely
amount
or
the
expected
value
of
the
tax
treatment
when
determining
taxable
profit
(tax
loss),
tax
bases,
unused
tax
losses,
unused
tax
credits
and
tax
rates.

The
effective
date
for
adoption
of
IFRIC
23
is
annual
periods
beginning
on
or
after
January
1,
2019,
though
early
adoption
is
permitted.
The
Group
is
currently
evaluating
the
effect
of
IFRIC
23
on
its
consolidated
financial
statements.

Amendment to IAS19—plan amendment, curtailment or settlement:

On
February
7,
2018,
the
IASB
issued
amendments
to
the
guidance
in
IAS
19,
'Employee
Benefits',
in
connection
with
accounting
for
plan
amendments,
curtailments
and
settlements.

The
amendments
require
an
entity:

•

to
use
updated
assumptions
to
determine
current
service
cost
and
net
interest
for
the
remainder
of
the
period
after
a
plan
amendment,
curtailment
or
settlement;
and

to
recognize
in
profit
or
loss
as
part
of
past
service
cost,
or
again
or
loss
on
settlement,
any
reduction
in
a
surplus,
even
if
that
surplus
was
not
previously
recognized
because
of
the
impact
of
the
asset
ceiling.
Effective
date
for
application
of
this
amendment
is
annual
period
beginning
on
or
after
January
1,
2019,
although
early
application
is
permitted.
The
Group
does
not
have
any
impact
on
account
of
this
amendment.

Definition of a Business—Amendments to IFRS 3

108

Table
of
Contents

the
minimum
requirements
for
a
business,
remove
the
assessment
of
whether
market
participants
are
capable
of
replacing
any
missing
elements,
add
guidance
to
help
entities
assess
whether
an
acquired
process
is
substantive,
narrow
the
definitions
of
a
business
and
of
outputs,
and
introduce
an
optional
fair
value
concentration
test.

Since
the
amendments
apply
prospectively
to
transactions
or
other
events
that
occur
on
or
after
the
date
of
first
application,
most
entities
will
likely
not
be
affected
by
these
amendments
on
transition.
However,
entities
considering
the
acquisition
of
a
set
of
activities
and
assets
after
first
applying
the
amendments
should
update
their
accounting
policies
in
a
timely
manner.
The
amendments
could
also
be
relevant
in
other
areas
of
IFRS
(e.g.,
they
may
be
relevant
where
a
parent
loses
control
of
a
subsidiary
and
has
early
adopted
Sale
or
Contribution
of
Assets
between
an
Investor
and
its
Associate
or
Joint
Venture

The
effective
date
for
adoption
of
this
amendment
is
annual
periods
beginning
on
or
after
January
1,
2020,
though
early
adoption
is
permitted.
The
Group
is
currently
evaluating
the
effect
of
this
amendment
on
the
consolidated
financial
statements.

Certain
Non-IFRS
Measures

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,
or
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.

The
following
table
reconciles
our
revenue,
which
is
an
IFRS
measure,
to
Adjusted
Revenue,
which
is
a
non-IFRS
measure:

Air
Ticketing

Hotels
and
Packages

Other

Total

Fiscal
Year
Ended
March
31,

2018

2019

2017

3,656,976

5,012,931

3,449,265

5,326,414

6,628,236

4,914,420

373,422

607,346

994,895

9,356,812

12,248,513

9,358,580

Amount
in
INR

thousands
except
%

Revenue
Add:
Customer
promotional
—

3,571,451

expenses
—

(4,179,486)
(4,930,757)
(4,282,803)
Service
Cost
Other
Income
263,785

—

Adjusted
Revenue

3,656,976

5,012,931

5,708,152

1,146,928

1,697,479

1,880,123

373,422

607,346

1,058,953

5,202,608

7,407,757

8,911,013

—

1,248,506

—

(4,179,486)
(4,930,757)
(4,282,803)

—

2,258,887

—

2017
2018

—

90,001

25,282

64,058

2019

2017

2019

2018

2019

2017

2018

—

In
addition
to
referring
to
Adjusted
Revenue
,
we
also
refer
to
Adjusted
EBITDA
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,
re-measurement
of
contingent
consideration
and
change
in
fair
value
of
warrants.

109

Table
of
Contents

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
available
valuation
methodologies
and
subjective
assumptions
that
companies
can
use
while
valuing
these
expenses
especially
when
adopting
IFRS
2
"
Share-based Payment ".
Thus,
the
management
believes
that
providing
non-IFRS
financial
measures
that
exclude
such
expenses
allows
investors
to
make
additional
comparisons
between
our
operating
results
and
those
of
other
companies.

Listing and related expenses:

These
primarily
reflect
the
listing
expenses
incurred,
are
non-recurring
expenses
incurred
on
consummation
of
the
Business
Combination.

Change in fair value of warrants:

Consequent
to
consummation
of
the
business
combination,
the
Company
assumed
34.67
million
warrants
having
a
right
to
subscribe
for
17.33
million
ordinary
shares
of
the
Company
and
the
warrants
issued
to
the
Silicon
Valley
Bank
and
Macquarie
Corporate
Holdings
PTY
Limited.
The
accounting
guidance
requires
that
we
record
any
change
in
the
fair
value
of
these
warrants
in
consolidated
statement
of
profit
or
loss
and
other
comprehensive
loss.
We
have
excluded
the
effect
of
the
implied
fair
value
changes
in
calculating
our
non-IFRS
financial
measures.

Re-measurement of contingent consideration:

The
contingent
consideration
relates
to
the
payment
to
be
made
under
business
combination
agreement,
based
on
the
certain
performance
conditions
of
the
acquired
business.
This
is
due
for
final
measurement
and
payment
to
the
Sellers
in
the
ATB
transaction.

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,
loss
for
the
period
and
basic
and
diluted
loss
per
share.
The
presentation
of
these
non-IFRS
measures
is
not
meant
to
be
considered
in
isolation
or
as
a
substitute
for
our
unaudited
condensed
consolidated
financial
results
prepared
in
accordance
with
IFRS
as
issued
by
the
IASB.
These
non-IFRS
measures
may
not
be
comparable
to
similarly
titled
measures
reported
by
other
companies
due
to
potential
differences
in
the
method
of
calculation.

A
limitation
of
using
Adjusted
EBITDA
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,
re-measurement
of
contingent
consideration,
change
in
fair
value
of
warrants
and
depreciation
and
amortization
in
case
of
Adjusted
EBITDA
Loss.
Management
compensates
for
this
limitation
by
providing
specific
information
on
the
IFRS
amounts
excluded
from
Adjusted
EBITDA
Loss,
Adjusted
Results
from
Operations,
Loss
for
the
Period
and
Adjusted
Basic
and
Adjusted
Diluted
Loss
Per
Share.

110

Table
of
Contents

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

Fiscal
Year
ended
March
31,

Reconciliation
of
Adjusted
EBITDA
(Loss)

(Amount
in
INR
thousands)
Loss
for
the
period
as
per
IFRS
Employee
share-based
compensation
costs
Depreciation
&
amortization
Share
of
loss
of
joint
venture
Finance
income
Finance
costs
Change
in
fair
value
of
warrants
Listing
and
related
expense
Remeasurement
of
contingent
consideration
Income
tax
expense
Adjusted
EBITDA
(Loss)

2019

2017

586,932

275,587

9,441

(139,158)

149,863

(230,111)

2018

(5,936,963)
(4,051,976)
(1,193,595)
282,883

581,746

12,772

(41,310)
263,290

(1,667,193)
—

485,282

47,837

(1,000,896)
(1,910,269)
(1,228,288)

729,920

425,600

10,559

(91,912)

153,056

563,253

—

294,344

56,887

4,242,526

—

40,987

The
following
table
reconciles
our
results
from
operations
(an
IFRS
measure)
to
Adjusted
Results
from
Operations
(a
non-IFRS
measure)
for
the
periods
indicated:

Fiscal
Year
ended
March
31,

Reconciliation
of
Adjusted
Results
from
Operations

(Amount
in
thousands)
Results
from
operations
(as
per
IFRS)*
Employee
share-based
compensation
costs
Remeasurement
of
contingent
consideration
Adjusted
Results
from
Operations

2017

2019

2018

(1,863,415)
(3,360,133)
(2,578,199)
282,883

485,282

(1,276,483)
(2,335,869)
(1,810,034)

729,920

294,344

586,932

—

Does
not
include
"Listing
and
related
expense"
and
"Share
of
loss
of
joint
venture."

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

Fiscal
Year
ended
March
31,

Reconciliation
of
Adjusted
Loss

(Amount
in
thousands)
Loss
for
the
period
(as
per
IFRS)
Employee
share-based
compensation
costs
Listing
and
related
expense
Remeasurement
of
contingent
consideration
Net
change
in
fair
value
of
warrants
Adjusted
Loss
for
the
Period

111

2017

2019

586,932

4,242,526

—

2018

(5,936,963)
(4,051,976)
(1,193,595)
282,883

—

485,282

(1,667,193)

(1,337,616)
(2,464,459)
(2,092,623)

729,920

—

294,344

563,253

(230,111)

Table
of
Contents

The
following
table
reconciles
basic
and
diluted
earnings/(loss)
per
share
(an
IFRS
measure)
to
Adjusted
Basic
and
Diluted
Loss
Per
Share
(a
non-IFRS
measure)
for
the
periods
indicated:

Fiscal
Year
ended
March
31,
2018

2017

2019

Reconciliation
of
Adjusted
Basic
Loss
(Per
Share)
Basic
loss
per
share
(as
per
IFRS)
Employee
share-based
compensation
costs
Listing
and
related
expense
Net
change
in
fair
value
of
warrants
Remeasurement
of
contingent
consideration
Adjusted
Basic
loss
Per
Share

Reconciliation
of
Adjusted
Diluted
Loss
(Per
Share)
Diluted
loss
per
share
(as
per
IFRS)
Employee
share-based
compensation
costs
Listing
and
related
expense
Net
change
in
fair
value
of
warrants
Remeasurement
of
contingent
consideration
Diluted
Basic
loss
Per
Share

Safe
Harbor

23.52

170.00

(237.89)
(116.41)
(26.37)
6.41

—

(38.29)

10.98

(70.65)
(47.28)

(9.22)

—

(53.59)

20.91

—

16.42

8.43

Fiscal
Year
ended
March
31,
2018

2017

2019

23.52

170.00

(237.89)
(116.41)
(26.95)
6.39

—

(37.65)

10.96

(70.65)
(47.25)

(9.22)

—

(53.59)

20.91

—

16.42

8.43

This
Annual
Report
contains
forward-looking
statements
within
the
meaning
of
Section
27A
of
the
Securities
Act
and
Section
21E
of
the
Exchange
Act
and
as
defined
in
the
Private
Securities
Litigation
Reform
Act
of
1995.
See
"Special
Note
Regarding
Forward-Looking
Statements."

ITEM
6.

DIRECTORS,
SENIOR
MANAGEMENT
AND
EMPLOYEES

Directors
and
Senior
Management

The
following
table
sets
forth
information
of
our
executive
officers
and
directors,
and
their
ages
as
of
March
31,
2019.
Unless
otherwise
stated,
the
address
for
our
directors
and
officers
is
1101-03,
11
th

Floor,
Tower-B,
Unitech
Cyber
Park,
Sector
39,
Gurgaon,
Haryana
122002,
India.

Name
Dhruv
Shringi
Alok
Vaish
Manish
Amin
Sean
Aggarwal(1)
Neelam
Dhawan(3)
Sanjay
Arora(1)(2)(3)
Murlidhara
Lakshmikantha
Kadaba(1)(2)(3)
Sudhir
Kumar
Sethi(2)(3)

Age

Position

45
Chief
Executive
Officer
and
Class
III
Director

49
Chief
Financial
Officer

53
Chief
Information
and
Technology
Officer

53
Non-Executive
Class
I
Director

59
Non-Executive
Class
I
Director

51
Non-Executive
Class
II
Director

57
Non-Executive
Class
II
Director

61
Chairman
of
the
Board
and
Non-Executive
Class
III
Director

(1)

(2)

(3)

Member
of
the
audit
committee.

Member
of
the
compensation
committee.

Member
of
nominating
and
corporate
governance
committee.

112

Table
of
Contents

Executive Officers

Dhruv
Shringi.

Mr.
Shringi
is
our
co-founder
and
has
served
as
our
Chief
Executive
Officer
since
June
2008
and
as
a
member
of
our
board
of
directors
since
December
2005.
Prior
to
joining
our
company,
Mr.
Shringi
was
Director
of
Group
Operations
and
Technology
of
the
Ebookers
Group
in
London
from
October
2003
to
June
2005.
From
February
2002
to
September
2003
Mr.
Shringi
served
in
the
Strategy
and
Business
Development
team
at
Ford
Motor
Company
in
the
UK,
and
from
May
1994
to
October
2000,
he
worked
in
the
Audit
&
Business
Consulting
team
of
Arthur
Anderson
in
their
offices
in
India
and
London.
He
holds
a
B.Com
(Hons.)
degree
from
Delhi
University,
a
Master
of
Business
Administration
degree
from
INSEAD
and
is
also
a
qualified
chartered
accountant.
We
believe
Mr.
Shringi
is
qualified
to
serve
on
our
board
of
directors
because
of
his
extensive
knowledge
of
the
travel
industry
and
his
experience
as
our
Chief
Executive
Officer.

Alok
Vaish.

Mr.
Vaish
has
served
as
our
Chief
Financial
Officer
since
December
2007.
Prior
to
joining
our
company,
Mr.
Vaish
was
the
Chief
Financial
Officer
of
HSIL
Limited
from
April
2005
to
November
2007.
Prior
to
that,
he
worked
as
Vice
President
in
Ambit
Corporate
Finance
Pte.
from
September
2004
to
March
2005.
From
July
1997
to
September
2004
he
worked
in
the
Mergers
and
Acquisitions
Department
of
the
Investment
Banking
Group
of
Deutsche
Bank,
New
York.
Mr.
Vaish
holds
a
Master
of
Business
Administration
degree
from
The
Darden
School
of
Business,
University
of
Virginia
and
also
holds
B.Com
(Hons.)
from
Delhi
University.
He
is
also
a
national
merit
rank
holder
Chartered
Accountant.
Mr.
Vaish
has
informed
us
that
he
intends
to
resign
from
his
position
as
our
Chief
Financial
Officer
effective
mid-October
2019.

Manish
Amin.

Mr.
Amin
is
our
co-founder
and
has
served
as
our
Chief
Information
Officer
since
January
2006.
He
also
serves
as
a
director
of
Air
Travel
Bureau
Private
Limited,
Yatra
Hotel
Solutions
Private
Limited
and
Middle
East
Travel
Management
Company
Pvt.
Ltd.,
which
are
subsidiaries
of
Yatra
India,
and
Adventure
and
Nature
Network
Private
Limited,
which
is
a
joint
venture
of
Yatra
India.
Prior
to
joining
our
company,
Mr.
Amin
worked
at
Ebookers
from
June
1990
to
November
2005
where
his
last
role
was
Head
of
Technology
Infrastructure.
He
holds
a
BTEC
Higher
National
Diploma
from
South
Thames
College,
London.

Non-Executive Directors

Murlidhara
Lakshmikantha
Kadaba.

Mr.
Kadaba
has
served
as
a
non-executive
member
of
our
board
of
directors
since
November
2016.
Mr.
Kadaba
is
the
Chairman
and
Managing
Director
of
Moonbeam
Capital,
a
proprietary
venture
capital
firm
focused
on
luxury,
real
estate
and
e-commerce
ventures.
Mr.
Kadaba
has
over
25
years
of
banking
experience,
with
proven
expertise
in
general
management,
marketing
and
product
development
across
consumer
banking,
wealth
management,
consumer
lending
and
payment
products.
Before
becoming
an
entrepreneur,
he
served
as
the
Group
President
and
Chief
Executive
Officer
of
Financial
Services
at
Reliance
Payments
Solutions
Limited.
Prior
to
this,
Mr.
Kadaba
worked
for
American
Express
for
eight
years
where
he
was
the
country
manager
for
India
and
area
countries.
He
was
responsible
for
launching
Amex's
Consumer
banking
franchise
and
several
credit
cards
in
India.
Earlier,
Mr.
Kadaba
was
VP
and
Head
of
Investment
Products
at
Citibank-India.
Mr.
Kadaba
has
served
on
the
boards
of
Amcham
and
Financial
Planning
Standards
Board.
He
is
a
member
of
the
Advisory
Board
of
Indian
Institute
of
Learning
Management
(IILM),
is
an
active
member
of
YPO
and
a
charter
member
of
TIE.
Amongst
others,
Mr.
Kadaba
is
currently
serving
as
a
Board
Member
of
Big
Tree
(bookmyshow.com),
Yatra
Online
Private
Limited
and
TV18
Home
Shopping
Network
Limited.
Mr.
Kadaba
is
an
alumnus
of
Xavier
School
of
Management,
Jamshedpur
and
is
a
graduate
in
Mechanical
Engineering
from
Sri
Jayachamarajendra,
Mysore.
Mr.
Kadaba
is
well
qualified
to
serve
as
a
director
given
the
breadth
and
depth
of
his
experience
as
well
as
his
capital
markets
expertise.

113

Table
of
Contents

Sanjay
Arora.

Mr.
Arora
has
served
as
a
non-executive
member
of
our
board
of
directors
since
December
2016.
Mr.
Arora
currently
serves
as
a
Managing
Director
of
ATL
Partners
(ATL),
a
private
equity
firm
based
in
New
York
which
focuses
on
aerospace,
transportation
and
logistics.
Prior
to
joining
ATL,
Mr.
Arora
worked
at
Terrapin
Partners,
LLC
(Terrapin
Partners)
from
2007
to
2017,
where
he
focused
on
the
firm's
principal
investment
activities.
From
2014
to
2016,
Mr.
Arora
served
as
the
CEO
of
Terrapin
3
(now
known
as
Yatra
USA
Corp.),
which,
pursuant
to
the
Business
Combination,
became
our
partially
owned
subsidiary
in
December
2016.
In
addition,
from
2012
to
2017,
Mr.
Arora
was
the
portfolio
manager
of
the
Terrapin
Income
and
Credit
Opportunities
Fund,
which
specialized
in
making
direct
loans
to
small
businesses.
Prior
to
joining
Terrapin
Partners,
Mr.
Arora
was
a
managing
director
at
Deutsche
Bank
AG
in
Hong
Kong,
where
he
ran
the
firm's
equity-linked
origination
business
for
Asia-Pacific
from
2003
to
2005.
Prior
to
this,
from
1989
to
2003,
Mr.
Arora
held
a
variety
of
positions
in
leveraged
finance,
derivatives,
and
equity
capital
markets
at
Bankers
Trust
and
Deutsche
Bank.
Mr.
Arora
received
a
Master
of
Business
Administration
degree
in
finance
from
the
University
of
Chicago
and
a
BSc
in
economics
from
The
London
School
of
Economics.
Mr.
Arora
is
well
qualified
to
serve
as
director
due
to
his
experience
in
capital
markets
and
portfolio
management.

Sudhir
Kumar
Sethi.

Mr.
Sethi
has
served
as
a
non-executive
member
of
our
board
of
directors
since
March
2014.
He
is
founder
and
chairman
of
Chiratae
Ventures
India
Advisors
Private
Limited
(Formerly
known
as
IDG
Ventures
India
Advisors
Private
Limited),
in
which
role
he
has
advised
on
investments
in
numerous
companies
the
across
digital
consumer,
enterprise
software
and
healthcare
sectors
since
1998.
In
addition
to
leading
Chiratae
Ventures
India
Advisors
Private
Limited
(Formerly
known
as
IDG
Ventures
India
Advisors
Private
Limited).
He
also
served
on
the
Executive
Committee
of
Indian
Venture
Capital
Association
(IVCA),
Investment
Committee
of
UTI
Ventures,
on
the
Board
of
Ascent
Capital,
Advisory
Board
of
Westbridge
Capital
and
on
the
Board
of
Advisors
at
N.S.
Raghavan
Centre
for
Entrepreneurship,
IIM
Bangalore.
He
currently
serves
on
the
board
of
directors
of
several
companies,
including
Brainbees
Solutions
Pvt.
Ltd.,
Cure
Fit
Healthcare
Pvt.
Ltd.
and
Active
Intelligence
Pte
Ltd
and
previously
served
on
the
board
of
directors
of
Myntra,
which
was
acquired
by
Flipkart,
and
Manthan
Systems.
Mr.
Sethi
a
B.Tech
degree
in
engineering
from
IETE,
Delhi
and
a
Master
of
Business
Administration
degree
from
Faculty
of
Management
Studies
University,
Delhi.
Mr.
Sethi
is
well
qualified
to
serve
as
a
director
due
to
his
extensive
investment
experience
and
his
roles
serving
on
the
board
of
directors
of
other
companies.

Sean
Aggarwal.

Mr.
Aggarwal
has
served
as
a
non-executive
member
of
our
board
of
directors
since
March
2018.
He
is
a
current
board
member
of
Lyft,
Inc.,
Arlo,
Inc.
and
the
former
CFO
of
Trulia,
which
he
helped
take
public
in
2012
and
orchestrated
its
sale
to
Zillow
Group
Inc.
in
2015.
Prior
to
Trulia,
Mr.
Aggarwal
held
finance
positions
at
Paypal
Holdings
Inc.,
eBay
Inc.,
Amazon.com,
Inc.,
PepsiCo,
Inc.
and
Merrill
Lynch
Capital
Markets.
Mr.
Aggarwal
holds
an
MBA
from
Northwestern
University's
Kellogg
School
of
Management.
Mr.
Aggarwal
is
well
qualified
to
serve
as
a
director
due
to
his
experience
in
capital
markets
and
his
role
serving
on
the
board
of
directors
of
another
technology
company.

Neelam
Dhawan.

Ms.
Dhawan
has
served
as
a
non-executive
member
of
our
board
since
January
2019.
She
has
been
a
member
of
the
Global
Supervisory
Board
of
Royal
Philips,
Netherlands
since
May
2012
and
she
joined
the
Board
of
ICICI
Bank
Limited
in
January
2018.
In
her
previous
positions,
Ms.
Dhawan
was
a
Managing
Director
of
both
Microsoft
and
Hewlett
Packard,
in
India,
had
been
a
member
of
NASSCOM's
Executive
Council
from
2009
to
2017
and
had
made
significant
contributions
to
industry
strategy
and
public
policy
frameworks.
Ms.
Dhawan
also
served
as
VP,
Global
Industries,
Strategic
Alliances
&
Inside
Sales
APAC
&
Japan,
Hewlett
Packard,
Singapore
from
2017-2018.
Ms.
Dhawan
holds
an
MBA
from
the
Faculty
of
Management
Studies
(FMS),
Delhi,
India.
Ms.
Dhawan
is
well
qualified
to
serve
as
a
director
due
to
her
professional
experience
in
executive
positions
and
her
service
on
the
board
of
directors
of
other
companies.

114

Table
of
Contents

Compensation

Non-Executive Director Compensation

We
pay
the
reasonable
costs
and
expenses
incurred
in
connection
with
attending
meetings
of
our
board
of
directors
and
our
committees.
In
fiscal
years
2015
and
2016,
we
paid
no
cash
compensation
to
our
non-executive
directors.
Starting
in
January
2017,
we
pay
a
$15,000
annual
base
director's
fee
to
each
of
our
non-
executive
directors
who
are
on
the
Board
of
the
Company.
Our
non-executive
directors
who
serve
on
our
audit
committee,
compensation
committee,
and
nominating
and
corporate
governance
committee
will
receive
an
additional
cash
retainer
of
$10,000
per
year
for
a
membership
in
each
of
the
above
committees.
We
do
not
have
service
contracts
with
any
of
our
non-executive
directors
that
provide
for
benefits
upon
termination.
A
certain
non-executive
director
was
also
granted
options
to
purchase
147,500
ordinary
shares
of
the
Company
pursuant
to
the
2016
Stock
Option
and
Incentive
Plan.

During
the
financial
year
ended
March
31,
2019,
the
company
had
incurred
an
expense
of
$135,397.
During
the
financial
year
ended
March
31,
2019,
the
company
have
paid
$90,000
to
our
non-executive
directors
towards
their
director
fees
and
cash
retainers
for
the
calendar
year
ending
December
2018.

Executive Director and Other Senior Management Compensation

The
aggregate
compensation,
including
benefits
in
kind,
paid/accrued
to
our
executive
director
and
senior
management
for
the
year
ended
2019,
including
benefits
in
kind
but
excluding
any
equity
compensation,
was
INR
103.0
million.
We
have
not
set
aside
or
accrued
any
amounts
to
provide
pension,
retirement
or
similar
benefits
for
our
executive
directors
or
other
senior
management.
We
have
employment
agreements
with
our
senior
management
and
executive
directors
that
provide
for
benefits
upon
termination.
We
have
also
granted
share
options
to
our
executive
directors.
For
option
grants
to
senior
management,
see
"—Share
Options
and
Restricted
Stock
Awards"
below.

Share Options and Restricted Stock Awards

The
two
equity
incentive
plans
described
in
this
section
are
the
Yatra
Online,
Inc.
2006
India
Share
Plan,
or
the
2006
Plan,
and
the
2016
Stock
Option
and
Incentive
Plan,
or
the
2016
Plan.
As
part
of
the
Business
Combination,
we
have
granted
2
million
restricted
stock
awards
(RSAs)
to
certain
employees
of
the
Company,
out
of
which
74,458
RSAs
vested
through
December
16,
2016
(these
RSAs
are
subject
to
a
repurchase
right
on
proportional
basis
over
a
period
of
2
years
from
the
date
of
the
award
at
a
nominal
amount).
During
the
fiscal
year
2018,
the
Company
has
modified
the
vesting
condition
such
that
one-quarter
of
the
remaining
unvested
RSAs
vested
on
June
30,
2017
and
the
remaining
rest
three-fourths
of
the
RSA
will
thereafter
vest
in
six
equal
quarterly
installments,
the
final
installment
to
vest
on
December
15,
2018.
In
connection
with
this
change,
these
awards
became
Restricted
Stock
Units,
or
RSUs.
During
the
fiscal
year
2019,
the
Company
deferred
vesting
of
643,147
RSUs
until
October
31,
2019,
at
which
point
they
will
vest
in
full.
The
vesting
of
these
stock
units
will
accelerate
in
full
upon
a
Sale
Event
(as
defined
in
the
2016
Stock
Option
and
Incentive
Plan).

The
Company
also
granted
92,179
RSUs
to
certain
individuals,
including
the
employees
of
the
Company,
on
February
2,
2017.
These
RSUs
vested
over
a
two-year
period
in
equal
quarterly
installments,
beginning
May
31,
2017
and
finishing
on
March
31,
2019.

The
Company
also
granted
7,277
RSUs
to
certain
employees
of
the
Company
on
May
15,
2017.
These
RSUs
vest
in
equal
quarterly
installments
over
four
years,
beginning
on
September
30,
2017
and
finishing
on
June
30,
2021.

115

Table
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The
Company
also
granted
20,000
RSUs
to
an
employee
of
the
Company
on
November
14,
2017.
These
RSUs
vest
over
a
period
of
four
years,
with
one-tenth
vesting
on
February
1,
2018
equivalent
and
the
remaining
RSUs
vesting
thereafter
in
quarterly
installments
of
one-twelfth
of
the
initial
grant.

The
Company
also
granted
203,194
stock
options
to
certain
employees
of
the
Company
on
November
14,
2017.
These
stock
options
vest
over
a
four-year
period
in
equal
quarterly
installments,
beginning
on
February
1,
2018
and
finishing
on
November
1,
2021.

The
Company
also
granted
480,000
RSUs
to
certain
employees
of
the
Company
on
January
30,
2018.
These
RSUs
vest
over
a
period
of
one
year
in
equal
quarterly
installments,
beginning
on
April
1,
2018.
During
the
fiscal
year
2019,
the
Company
deferred
vesting
of
263,115
RSUs
until
October
31,
2019,
at
which
point
they
will
vest
in
full.

The
Company
also
granted
140,000
stock
options
to
a
non-executive
director
of
the
Company
on
February
21,
2018.
These
stock
options
vest
over
two
years
in
equal
monthly
installments,
beginning
on
March
1,
2018
and
finishing
on
February
1,
2020.
The
vesting
of
these
options
will
accelerate
in
full
upon
a
Sale
Event
(as
defined
in
the
2016
Stock
Option
and
Incentive
Plan).

The
Company
also
granted
5,000
RSUs
to
an
employee
of
the
Company
on
March
23,
2018.
One-quarter
of
these
RSUs
vested
on
April
1,
2018
and
the
remaining
RSUs
vest
quarterly
in
installments
of
one-twelfth
of
the
total
RSUs,
beginning
on
July
1,
2018
and
finishing
on
April
1,
2021.

The
Company
also
granted
21,769
stock
options
to
certain
employees
of
the
Company
on
August
7,
2018.
These
stock
options
vest
over
a
period
of
one
year
and
four
months
in
equal
monthly
installments
commencing
from
first
vesting
on
September
1,
2018
equivalent
to
one-sixteenth
of
the
total
number
of
stock
options,
with
the
last
such
vesting
on
June
1,
2022.

The
Company
also
granted
7,500
stock
options
to
a
non-executive
director
of
the
Company
on
November
28,
2018.
vest
over
a
period
of
one
year
in
equal
monthly
installments
commencing
from
first
vesting
on
January
1,
2019
equivalent
to
one-twelfth
of
the
total
number
of
stock
options,
with
the
last
such
vesting
on
December
1,
2019

2006 Plan

Our
board
of
directors
adopted
the
2006
Plan
to
attract
and
retain
appropriate
personnel
in
our
employment,
to
incentive
our
employees
and
consultants
and
to
promote
the
success
of
our
business.

The
2006
Plan
is
administered
by
the
compensation
committee
of
our
board
of
directors.
Among
other
things,
our
compensation
committee
determines
the
terms
and
conditions
of
each
option
grant,
including,
but
not
limited
to,
the
number
of
options,
exercise
price,
vesting
period,
exercise
period,
the
fair
market
value
of
ordinary
shares,
forfeiture
provisions,
adjustments
to
be
made
to
the
number
of
options
and
exercise
price
in
the
event
of
a
change
in
capital
structure
or
other
corporate
action,
and
satisfaction
of
any
performance
conditions.

We
may
grant
awards
to
any
of
our
employees,
consultants
or
directors.
The
plan
administrator
determines
the
individuals
eligible
to
participate
in
the
2006
Plan
in
accordance
with
criteria
laid
down
by
our
board
of
directors
from
time
to
time.
Under
the
2006
Plan,
we
have
granted
1,114,641
options
to
purchase
our
Ordinary
Shares.

Upon
the
occurrence
of
a
change
of
control
of
our
company,
the
2006
Plan
provides
that
each
outstanding
option
or
share
purchase
right
will
be
assumed,
or
an
equivalent
option
or
right
will
be
substituted
by
the
successor
corporation
or
a
parent
or
subsidiary
of
such
successor
corporation,
unless
the
successor
corporation
does
not
agree
to
assume
the
award
or
to
substitute
an
equivalent
option
or
right,
in
which
case
such
option
or
share
purchase
right
will
terminate
upon
the
consummation
of
the
change
of
control
transaction.
As
on
the
date
of
this
annual
report,
all
the
options
granted
under
this
plan
are
vested.

116

Table
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Contents

2016 Plan

On
December
13,
2016,
our
board
of
directors
approved
the
2016
Plan
and
on
December
15,
2016,
our
shareholders
approved
the
2016
Plan.
The
2016
Plan
enables
our
company
to
make
equity
based
awards
to
its
officers,
employees,
non-employee
directors
and
consultants.
The
2016
Plan
provides
for
the
grant
of
incentive
share
options,
non-qualified
share
options,
share
appreciation
rights,
restricted
share
awards,
restricted
share
units,
unrestricted
share
awards,
cash-based
awards,
performance
share
awards
and
dividend
equivalent
rights.
As
of
March
31,
2019,
we
have
reserved
for
issuance
7,667,393
authorized
but
unissued
ordinary
shares
under
the
2016
Plan,
which
shares
are
subject
to
an
annual
increase
on
January
1
of
each
year
equal
to
three
percent
of
the
number
of
shares
issued
and
outstanding
on
the
immediately
preceding
December
31
or
such
lesser
number
of
shares
as
determined
by
the
administrator
of
the
2016
Plan.
The
2016
Plan
limits
the
number
or
value
of
shares
that
may
be
granted
to
any
participant
in
any
one
calendar
year,
among
other
limits.

Cash Incentive Bonus Plan

On
December
13,
2016,
our
board
of
directors
adopted
the
Senior
Executive
Cash
Incentive
Bonus
Plan,
or
the
Bonus
Plan.
The
Bonus
Plan
provides
for
cash
bonus
payments
based
upon
the
attainment
of
performance
targets
established
by
the
compensation
committee.
The
payment
targets
will
be
related
to
financial
and
operational
measures
or
objectives
with
respect
to
our
company,
which
we
refer
to
as
corporate
performance
goals,
as
well
as
individual
performance
objectives.

The
compensation
committee
may
select
corporate
performance
goals
from
among
the
following:
total
shareholder
return;
gross
booking
value;
Adjusted
Revenue;
EBITDA;
share
compensation
expense;
net
income
(loss)
(either
before
or
after
interest,
taxes,
depreciation
and/or
amortization);
changes
in
the
market
price
of
our
Ordinary
Shares;
economic
value
added;
funds
from
operations
or
similar
measure;
sales,
revenue
or
market
share;
acquisitions
or
strategic
transactions;
operating
income
(loss);
cash
flow
(including,
but
not
limited
to,
operating
cash
flow
and
free
cash
flow);
return
on
capital,
assets,
equity
or
investment;
return
on
sales,
gross
or
net
profit
levels;
productivity;
expense
margins;
operating
efficiency;
customer
satisfaction;
working
capital;
earnings
(loss)
per
share;
and
the
number
of
customers,
any
of
which
may
be
measured
either
in
absolute
terms
or
as
compared
to
any
incremental
increase
or
as
compared
to
results
of
a
peer
group.

Each
executive
officer
who
is
selected
to
participate
in
the
Bonus
Plan
will
have
a
target
bonus
opportunity
set
for
each
performance
period.
The
Bonus
Plan
also
permits
the
compensation
committee
to
approve
additional
bonuses
to
executive
officers
in
its
sole
discretion.

As
of
March
31,
2019,
no
cash
incentive
bonus
has
been
granted.

In
addition
to
the
Bonus
Plan
described
above,
each
of
our
executive
officers
is
also
entitled
to
receive
a
performance-linked
bonus,
or
PLB,
as
part
of
his
remuneration,
based
on
the
attainment
of
certain
specific
performance
goals.
We
have
historically
paid
a
PLB
to
our
executive
officers
and
certain
other
employees.

117

Table
of
Contents

Outstanding
Options

During
the
fiscal
year
2019,
we
have
granted
7,500
stock
options
(March
31,
2018:
140,000
and
March
31,
2017:
Nil)
to
our
directors
and
executive
officers.
As
of
March
31,
2019,
614,418
outstanding
options
were
held
by
our
directors
and
executive
officers
as
set
forth
in
the
following
table.

Shares
Underlying

Outstanding
Options*
181,593
9,218
63,603
282,299
75,829
1,875

$
$
$
$
$
$

Exercise
Price

3.91

5.42

4.34

7.81

5.50

Grant
Date
April
21,
2010
June
12,
2012
March
20,
2011
August
1,
2014
February
21,
2018
November
28,
2018

Expiry
Date
April
18,
2020
June
10,
2022
March
17,
2021
July
24,
2029
February
20,
2022
December
27,
2022

excludes
the
options
outstanding
to
Executive
Officers
that
were
redesignated
during
the
fiscal
year
2018-19
as
non-Executive
Officers

Outstanding
RSAs
and
RSUs

During
the
fiscal
year
2017,
42,008
RSAs
and
1,812,909
RSUs
were
granted,
pursuant
to
the
Business
Combination
agreement,
to
our
directors
and
executive
officers,
of
which
42,008
RSAs
and
1,169,762
RSUs
fully
vested
as
of
March
31,
2019.
The
outstanding
RSAs
and
RSUs
granted
to
our
directors
and
executive
officers
as
of
March
31,
2019
are
as
set
forth
in
the
following
table:

Total
RSAs
Granted
in

Fiscal
Year
2018
42,008

Shares
Underlying

Outstanding
RSAs

—

Exercise
Price

—

Total
RSUs
Granted
in
Fiscal
Year
2018
1,812,909

Shares
Underlying

Outstanding
RSUs

643,147*

Exercise
Price

—

Vesting
of
these
RSUs
was
deferred
until
October
31,
2019.
Also,
the
vesting
of
these
RSU's
will
accelerate
in
full
upon
a
Sale
Event
(as
defined
in
the
2016
Stock
Option
and
Incentive
Plan)

During
the
year
ended
March
31,
2018,
504,796
RSUs
were
granted
under
our
2016
plan
to
our
directors
and
executive
officers,
of
which
211,681
fully
vested
and
10,000
got
cancelled
as
of
March
31,
2019.
The
outstanding
RSUs
to
our
directors
and
executive
officers
as
of
March
31,
2019
are
as
set
forth
in
the
following
table:

Total
RSUs
Granted
in
Fiscal
Year
2018
504,796

Shares
Underlying

Outstanding
RSUs

263,115*

Exercise
Price

—

Vesting
of
these
RSU's
was
deferred
until
October
31,
2019.
Also,
the
vesting
of
these
RSUs
will
accelerate
in
full
upon
a
Sale
Event
(as
defined
in
the
2016
Stock
Option
and
Incentive
Plan)

Employee
Benefit
Plans

We
maintain
employee
benefit
plans
in
the
form
of
certain
statutory
and
incentive
plans
covering
substantially
all
of
our
employees.
For
fiscal
years
2017,
2018
and
2019,
the
aggregate
amount
set
aside
or
accrued
by
us
to
provide
for
pension
or
retirement
benefits
for
all
of
our
employees
(including
our
directors
and
executive
officers),
which
amount
consists
of
the
Provident
Fund
and
gratuity
disclosed
below,
was
INR
92.5
million,
INR
131.6
million
and
INR
130.4
million,
respectively.

118

Table
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Contents

Provident Fund

In
accordance
with
Indian
law,
all
of
our
employees
in
India
are
entitled
to
receive
benefits
under
the
Employees'
Provident
Fund
Scheme,
1952,
as
amended,
a
retirement
benefit
scheme
under
which
an
amount
equal
to
12%
of
the
basic
salary
of
an
employee
is
contributed
both
by
the
employer
and
the
employee
in
a
government
fund.
We
make
a
monthly
deposit
to
a
government
fund
and
have
contributed
an
aggregate
of
INR
77.8
million,
INR
105.0
million
and
INR
105.9
million
in
fiscal
years
2017,
2018
and
2019,
respectively.

Gratuity

In
accordance
with
Indian
law,
we
pay
gratuity
to
our
eligible
employees
in
India.
Under
our
gratuity
plan,
an
employee
is
entitled
to
receive
a
gratuity
payment
on
the
termination
of
his
or
her
employment
if
the
employee
has
rendered
continuous
service
to
our
company
for
not
less
than
five
years,
or
if
the
termination
of
employment
is
due
to
death
or
disability.
The
amount
of
gratuity
payable
to
an
eligible
employee
is
equal
to
15
days'
salary
for
every
year
of
employment
(or
any
portion
of
a
year
exceeding
six
months),
and
currently
as
per
the
Payment
of
Gratuity
Act
of
1972,
the
maximum
amount
of
gratuity
payable
is
INR
2
million.
We
have
paid
gratuity
to
our
employees
in
the
aggregate
amount
of
INR
14.7
million,
INR
26.6
million
and
INR
24.5
million
in
fiscal
years
2017,
2018
and
2019,
respectively.

Employment
Agreements
with
Executive
Officers

We
have
entered
into
employment
agreements
with
certain
of
our
key
employees.

Mr.
Shringi
entered
into
an
employment
agreement
with
us
on
January
1,
2006.
The
agreement
contains
customary
provisions
regarding
non-competition,
non-
solicitation,
confidentiality
of
information
and
assignment
of
inventions.
We
and
Mr.
Shringi
are
each
obligated
to
provide
the
other
party
with
three
months'
written
notice
to
terminate
the
employment
relationship.
Alternatively,
in
lieu
of
providing
three
months'
notice,
we
may
elect
to
pay
Mr.
Shringi
a
lump
sum
equal
to
his
base
salary
for
the
notice
period.
Such
notice
period
and
termination
benefits
do
not
apply
in
the
event
that
Mr.
Shringi
is
terminated
by
us
for
any
one
of
the
reasons
enumerated
in
the
agreement.

Messrs.
Vaish,
Amin,
Dhall,
Verma,
Poddar
and
Sodhi,
have
also
entered
into
employment
agreements
with
us,
which
agreements
contain
customary
provisions
regarding
non-competition,
non-solicitation,
confidentiality
of
information
and
assignment
of
inventions.
We
and
each
of
these
executives
are
obligated
to
provide
the
other
party
with
three
months'
written
notice
to
terminate
the
employment
relationship.
Alternatively,
in
lieu
of
providing
three
months'
notice,
we
may
elect
to
pay
the
executive
a
lump
sum
equal
to
his
base
salary
for
the
notice
period.
Such
notice
period
and
termination
benefits
do
not
apply
in
the
event
that
such
executive
is
terminated
by
us
for
any
one
of
the
reasons
enumerated
in
the
agreement.
Mr.
Verma
resigned
as
of
September
20,
2018
and
Mr.
Dhall,
Mr.
Poddar
and
Mr.
Sodhi,
were
reclassified
as
non-Executive
Officers
as
of
October
31,
2018.]

Board
Practices

Board
of
Directors

Our
board
of
directors
is
comprised
of
six
directors,
at
least
a
majority
of
whom
qualify
as
"independent"
directors
under
the
listing
standards
for
independence
of
Nasdaq
and
Rule
10A-3
under
the
Exchange
Act.
Our
board
of
directors
has
determined
that
the
following
directors
are
independent:
Sanjay
Arora,
Murlidhara
Lakshmikantha
Kadaba,
Sudhir
Kumar
Sethi,
Sean
Aggarwal
and
Neelam
Dhawan.
Upon
consummation
of
the
Business
Combination,
Mr.
Arora
was
designated
to
serve
as
a
member
of
our
board
of
directors
by
the
Terrapin
Sponsors.

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Our
Articles
of
Association
provide
for
a
board
of
directors
consisting
of
no
less
than
one
director,
with
all
directors
divided
into
three
classes
with
staggered
three-year
terms.
At
each
annual
general
meeting
of
our
shareholders,
the
election
or
re-election
of
directors
following
the
expiration
of
the
term
of
office
of
the
directors
of
that
class
of
directors
will
be
for
a
term
of
office
that
expires
on
the
third
annual
general
meeting
following
such
election
or
re-election.
Each
director
so
elected
will
hold
office
until
the
annual
general
meeting
of
our
shareholders
for
the
year
in
which
his
or
her
term
expires,
unless
the
tenure
of
such
director
expires
earlier
pursuant
to
the
Companies
Law
or
unless
he
or
she
is
removed
from
office
as
described
below.

•

the
Class
I
directors
are
Sean
Aggarwal
and
Neelam
Dhawan
and
their
terms
will
expire
at
our
annual
meeting
of
shareholders
to
be
held
in
2020;

the
Class
II
directors
are
Sanjay
Arora
and
Murlidhara
Lakshmikantha
Kadaba,
and
their
terms
will
expire
at
our
annual
meeting
of
shareholders
to
be
held
in
2021;
and

the
Class
III
directors
are
Dhruv
Shringi
and
Sudhir
Kumar
Sethi,
and
their
terms
will
expire
at
our
annual
meeting
of
shareholders
to
be
held
in
2019.

A
director
may
be
re-elected
to
serve
for
an
unlimited
number
of
terms.
As
a
result
of
the
staggered
terms,
not
all
of
our
directors
will
be
elected
in
any
given
year.

The
directors
are
appointed
by
the
general
meeting
of
shareholders.
A
director
may
be
removed
for
cause
by
a
resolution
passed
by
a
majority
of
the
votes
cast
by
those
present
in
person
or
by
proxy
at
a
meeting
and
who
are
entitled
to
vote.
Our
board
of
directors
may
also,
in
certain
circumstances,
appoint
additional
directors.
In
addition,
the
Terrapin
Sponsors
and
certain
of
our
investors
and
executive
officers,
in
certain
circumstances,
will
have
the
right
to
designate
individuals
to
be
nominated
for
election
to
serve
as
our
directors
and
to
appoint
at
least
one
director
to
serve
on
each
committee
of
our
board
of
directors.
Each
of
MIHI
LLC
and
the
Terrapin
Sponsors
shall
also
have
the
right
to
designate
one
representative
to
attend
our
board
meeting
in
a
nonvoting
observer
capacity.
MIHI
LLC
and
the
Terrapin
Sponsors
shall
cease
to
have
board
observation
rights
when
they
no
longer
own
at
least
5%
of
our
outstanding
ordinary
shares.

The
primary
responsibility
of
the
executive
director,
Dhruv
Shringi,
is
to
manage
our
company.
The
primary
responsibility
of
the
non-executive
directors
is
to
supervise
the
policies
of
the
executive
director
and
senior
management
and
the
affairs
of
our
company
and
our
affiliated
enterprises.
In
addition,
the
non-executive
directors
assist
the
executive
director
and
senior
management
by
providing
advice.

Executive
officers
are
selected
by
and
serve
at
the
discretion
of
the
board
of
directors.

Committees
of
the
Board
of
Directors

We
have
an
audit
committee,
a
compensation
committee
and
a
nominating
and
corporate
governance
committee.
Our
board
of
directors
may
establish
other
committees
as
it
deems
necessary
or
appropriate
from
time
to
time.

Audit Committee

The
current
members
of
our
audit
committee
are
Murlidhara
Kadaba,
Sanjay
Arora
and
Sean
Aggarwal
with
Mr.
Kadaba
serving
as
its
chairman.
All
members
of
our
audit
committee
meet
the
requirements
for
financial
literacy
under
the
applicable
rules
and
regulations
of
the
SEC
and
Nasdaq
and
all
members
of
our
audit
committee
are
"independent"
as
that
term
is
defined
in
the
Nasdaq
Listing
Rules.
Our
board
of
directors
has
determined
that
Murlidhara
Kadaba
is
an
"audit
committee
financial
expert"
as
defined
under
the
applicable
rules
of
the
SEC.
The
audit
committee
operates
under

120

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a
written
charter
that
satisfies
the
applicable
standards
of
the
SEC
and
Nasdaq.
Our
audit
committee's
responsibilities
include:

•

overseeing
our
corporate
accounting
and
financial
reporting
process;

evaluating
the
independent
auditors'
qualifications,
independence
and
performance;

determining
the
engagement
of
the
independent
auditors;

reviewing
and
approving
the
scope
of
the
annual
audit
and
the
audit
fee;

discussing
with
management
and
the
independent
auditors
the
results
of
the
annual
audit
and
the
review
of
our
quarterly
financial
statements;

approving
the
retention
of
the
independent
auditors
to
perform
any
proposed
permissible
non-audit
services;

monitoring
the
rotation
of
partners
of
the
independent
auditors
on
our
engagement
team
as
required
by
law;

reviewing
our
critical
accounting
policies
and
estimates;

overseeing
our
internal
audit
function;
and

annually
reviewing
the
audit
committee
charter
and
the
audit
committee's
performance.

The
audit
committee
operates
under
a
written
charter
adopted
by
our
board
of
directors,
a
current
copy
of
which
is
available
on
our
website
at
www.yatra.com.

Compensation Committee

The
current
members
of
our
compensation
committee
are
Sudhir
Kumar
Sethi,
Murlidhara
Kadaba
and
Sanjay
Arora,
with
Mr.
Sethi
serving
as
its
chairman.
Our
board
of
directors
has
determined
that
all
members
of
our
Compensation
Committee
are
"non-employee
directors"
for
purposes
of
Rule
16b-3
under
the
Exchange
Act
and
"outside
directors"
for
purposes
of
Section
162(m)
of
the
Code.
Our
compensation
committee
reviews
and
recommends
policies
relating
to
compensation
and
benefits
of
its
officers
and
employees.
The
compensation
committee's
responsibilities
include:

•

reviewing
and
approving
corporate
goals
and
objectives
relevant
to
compensation
of
our
chief
executive
officer;

evaluating
the
performance
of
our
chief
executive
officer
in
light
of
those
goals
and
objectives;

setting
the
compensation
of
our
chief
executive
officer
based
on
such
evaluations;

determining
the
compensation
of
all
our
executive
officers
other
than
the
chief
executive
officer
and
reviewing
periodically
the
aggregate
amount
of
compensation
being
paid
or
potentially
payable
to
the
Company's
officers;

reviewing
and
making
recommendations
to
the
board
with
regard
to
incentive-based
compensation
plans
and
equity-based
plans
for
the
Company's
executive
officers;
and

reviewing
and
evaluating,
at
least
annually,
the
performance
of
the
compensation
committee
and
its
members,
including
compliance
of
the
compensation
committee
with
its
charter.

The
compensation
committee
operates
under
a
written
charter
adopted
by
our
board
of
directors,
a
current
copy
of
which
is
available
on
our
website
at
www.yatra.com.

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Nominating and Corporate Governance Committee

The
current
members
of
our
nominating
and
corporate
governance
committee
are
Sanjay
Arora,
Sudhir
Kumar
Sethi,
Murlidhara
Kadaba
and
Ms.
Neelam
Dhawan
with
Mr.
Kadaba
serving
as
its
chairman.
The
nominating
and
corporate
governance
committee's
responsibilities
include:

•

making
recommendations
to
our
board
of
directors
regarding
candidates
for
directorships
and
the
structure
and
composition
of
our
board
of
directors;

recommending
to
the
board
criteria
for
board
and
committee
membership;

developing
and
recommending
to
the
board
a
set
of
corporate
governance
guidelines
applicable
to
the
Company,
periodically
reviewing
such
guidelines
and
recommending
any
changes
thereto;

overseeing
the
evaluation
of
the
board
and
management;

reporting
and
making
recommendations
to
our
board
of
directors
concerning
governance
matters;
and

reviewing
and
evaluating,
at
least
annually,
the
performance
of
the
nominating
and
corporate
governance
committee.

The
nominating
and
corporate
governance
committee
operates
under
a
written
charter
adopted
by
our
board
of
directors,
a
current
copy
of
which
is
available
on
our
website
at
www.yatra.com.

Foreign
Private
Issuer
Exemptions

We
are
a
"foreign
private
issuer"
under
the
securities
laws
of
the
United
States
and
the
rules
of
the
Nasdaq.
Under
the
securities
laws
of
the
United
States,
"foreign
private
issuers"
are
subject
to
different
disclosure
requirements
than
U.S.
domiciled
registrants.
We
intend
to
take
all
actions
necessary
to
maintain
compliance
as
a
foreign
private
issuer
under
the
applicable
corporate
governance
requirements
of
the
Sarbanes-Oxley
Act
of
2002,
the
rules
adopted
by
the
SEC
and
Nasdaq's
listing
standards.
Under
the
Nasdaq
rules,
a
"foreign
private
issuer"
is
subject
to
less
stringent
corporate
governance
requirements.
Subject
to
certain
exceptions,
the
rules
of
the
Nasdaq
permit
a
"foreign
private
issuer"
to
follow
its
home
country
practice
in
lieu
of
the
listing
requirements
of
Nasdaq.
Accordingly,
in
the
future
you
may
not
have
the
same
protections
afforded
to
shareholders
of
companies
that
are
subject
to
all
of
the
Nasdaq
corporate
governance
requirements.

Corporate
Governance
Guidelines

Our
board
of
directors
has
approved
a
set
of
general
guidelines
that
provide
the
framework
for
our
corporate
governance.
The
board
will
review
these
guidelines
and
other
aspects
of
our
corporate
governance
periodically,
as
necessary.
Our
Corporate
Governance
Guidelines
can
be
found
on
our
website
at
www.yatra.com .

Code
of
Business
Conduct
and
Ethics

Our
board
of
directors
has
adopted
a
Code
of
Business
Conduct
and
Ethics,
or
the
Code
of
Conduct.
Our
Code
of
Conduct
documents
the
principles
of
conduct
and
ethics
to
be
followed
by
our
directors,
officers
and
employees
when
conducting
our
business
and
performing
their
day-to-day
duties.
The
purpose
of
our
Code
of
Conduct
is
to
promote
honest
and
ethical
conduct,
compliance
with
applicable
governmental
rules
and
regulations,
prompt
internal
reporting
of
violations
of
the
Code
of
Conduct
and
a
culture
of
honesty
and
accountability.
A
copy
of
the
Code
of
Conduct
has
been
provided
to
each
of
our
directors,
officers
and
employees
who
are
required
to
acknowledge
that
they
have
received
and
will
comply
with
the
Code
of
Conduct.
We
intend
to
disclose
any
material
amendments
to
the
code,
or
any
waivers
of
its
requirements,
in
our
public
SEC
filings
and/or
on
our
website
in
accordance
with
applicable
SEC
and
Nasdaq
rules
and
regulations.
Our
Code
of
Conduct
can
be
found
on
our
website
at
www.yatra.com .

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Disclosure
Committee

We
maintain
a
disclosure
committee
consisting
of
members
of
our
executive
management.
The
purpose
of
the
disclosure
committee
is
to
oversee
our
system
of
disclosure
controls
and
assist
and
advise
the
Chief
Executive
Officer
and
Chief
Financial
Officer
in
making
the
required
certifications
in
SEC
reports.
The
disclosure
committee
was
established
to
bring
together
on
a
regular
basis
representatives
from
our
key
business
units
and
employees
involved
in
the
preparation
of
our
financial
statements
to
discuss
any
issues
or
matters
of
which
the
members
are
aware
that
should
be
considered
for
disclosure
in
our
public
SEC
filings
and
review
our
draft
periodic
SEC
reports
prior
to
filing.
The
disclosure
committee
reports
to
our
Chief
Executive
Officer
and
Chief
Financial
Officer.

Employees

See
"Item
4.
Information
on
the
Company—B.
Business
Overview—Employees."

Share
Ownership

The
following
table
sets
forth
the
beneficial
ownership
of:

•

each
person
who,
to
our
knowledge,
is
the
beneficial
owner
of
more
than
5%
of
our
outstanding
share
capital;

each
of
our
present
directors;

each
of
our
executive
officers
serving
during
the
2019
fiscal
year;
and

all
of
our
current
directors
and
executive
officers
as
a
group.

Beneficial
ownership
has
been
determined
as
of
March
31,
2019.
Except
as
otherwise
indicated,
each
person
or
entity
named
in
the
table
is
expected
to
have
sole
voting
and
investment
power
with
respect
to
all
shares
attributable
to
such
person.
Beneficial
ownership
for
the
purposes
of
this
table
is
determined
in
accordance
with
the
rules
and
regulations
of
the
SEC.
These
rules
generally
provide
that
a
person
is
the
beneficial
owner
of
securities
if
such
person
has
or
shares
the
power
to
vote
or
direct
the
voting
thereof,
or
to
dispose
or
direct
the
disposition
thereof
or
has
the
right
to
acquire
such
powers
within
60
days.
In
computing
the
number
of
shares
beneficially
owned
by
a
person
and
the
percentage
ownership
of
that
person,
we
included
shares
issuable
pursuant
to
options
and/or
warrants
held
by
that
person
that
are
currently
exercisable
or
that
are
exercisable
within
60
days.
These
shares,
however,
were
not
deemed
outstanding
for
the
purpose
of
computing
the
percentage
ownership
of
any
other
person.

The
information
presented
in
the
table
below
is
based
on
46,356,773
of
our
Ordinary
Shares
issued
and
outstanding
on
March
31,
2019
and
assumes
the
conversion
into
Ordinary
Shares
of
all
(i)
Yatra

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USA
Class
F
Shares,
(ii)
Class
A
non-voting
Shares,
(iii)
Class
F
Shares
and
(iv)
all
convertible
shares
held
at
the
subsidiary
level
that
are
convertible
into
our
Ordinary
Shares.

Name
of
Beneficial
Owners(1)
5%
Shareholders:

Entities
Affiliated
with
Nathan
Leight(2)
Macquarie
Group
Limited(3)
Entities
Affiliated
with
Altai
Capital
Management,
LLC(4)
RCH
Ltd.(5)
Reliance
Infrastructure
Limited(6)
Entities
Affiliated
with
Vincent
C.
Smith(7)
E-18
Limited
&
Capital18
Fincap
Private
Limited(8)
Entities
Affiliated
with
Norwest
Venture
Partners(9)

Executive
Officers
and
Directors:

Dhruv
Shringi(10)
Alok
Vaish(11)
Manish
Amin(12)
Sean
Aggarwal(13)
Sudhir
Kumar
Sethi(14)
Murlidhara
Lakshmikantha
Kadaba
Sanjay
Arora(15)
Neelam
Dhawan(16)
All
directors
and
officers
as
a
group
(8
persons)

Number
of
Shares

Beneficially
Owned

Percentage
of

Outstanding
Shares

7,592,748

6,099,105

4,639,649

3,783,948

2,980,139

2,757,571

2,496,165

2,392,168

874,419

368,732

697,957

87,495

—

194,526

3,125

2,222,954

15.18%
12.43%
10.01%
7.55%
6.43%
5.95%
5.38%
5.16%

1.87%
*

1.51%
*

—

4.73%

(1)

(2)

Less
than
1
percent.

Unless
otherwise
noted,
the
business
address
of
each
of
the
persons
and
entities
listed
above
is
c/o
Yatra
Online,
Inc.,
1101-03,
11th
Floor,
Tower-B,
Unitech
Cyber
Park,
Sector
39,
Gurgaon,
Haryana
122002,
India.

Based
on
the
Schedule
13G
and
the
Schedules
13G/A
filed
with
the
SEC
by
Apple
Orange
LLC,
Leight
Family
1998
Irrevocable
Trust,
Argyle
Investors
LLC,
Candlemaker
Partners
LLLP,
We
Deserve
Better,
LLC
and
Nathan
Leight
on
December
27,
2016,
January
11,
2017,
February
14,
2018
and
February
14,
2019,
respectively.
Consists
of
(i)
395,000
Ordinary
Shares,
warrants
to
purchase
3,668,290
Ordinary
Shares,
1,933,439
Yatra
USA
Class
F
Shares
(each
exchangeable
for
one
Ordinary
Share
at
any
time
at
the
option
of
the
holder)
and
1,933,439
Class
F
Shares
(each
convertible
into
0.00001
of
an
Ordinary
Share
upon
the
exchange
of
a
parallel
Yatra
USA
Class
F
Share),
held
by
Apple
Orange
LLC,
Terrapin
Partners
Employee
Partnership
3,
LLC
and
Terrapin
Partners
Green
Employee
Partnership
LLC;
(ii)
550,000
Ordinary
Shares
held
by
Argyle
Investors
LLC;
(iii)
327,000
Ordinary
Shares
held
by
Candlemaker
Partners,
LLLP;
(iv)
557,500
Ordinary
Shares
held
by
the
Leight
Family
1998
Irrevocable
Trust;
(v)
158,500
Ordinary
Shares
held
by
We
Deserve
Better,
LLC;
and
(vi)
3,000
Ordinary
Shares
held
by
Nathan
Leight.
Mr.
Leight
is
the
sole
managing
member
of
Apple
Orange
LLC,
Candlemaker
Management
LLC,
which
is
the
general
partner
of
Candlemaker
LLLP,
and
We
Deserve
Better,
LLC
and
has
sole
voting
and
dispositive
control
over
securities
held
by
Apple
Orange
LLC,
Candlemaker
LLLP
and
We
Deserve
Better,
LLC.
Mr.
Leight's
children
are
the
beneficiaries
of
the
Leight
Family
1998
Irrevocable
Trust
and
his
wife
is
the
trustee.
The
Leight
Family
1998
Irrevocable
Trust
is
the
sole
managing
member
of
Argyle
Investors
LLC
and
has
sole
voting
and
dispositive
control
over
the
securities
held
by
Argyle
Investors
LLC.
The
business
address
for
each
of
these
entities
and
Mr.
Leight
is
1330
Avenue
of
the
Americas,
Suite
23A,
New
York,
New
York
10019.

124

Table
of
Contents

(3)

(4)

(5)

(6)

(7)

Consists
of
(i)
324,355
Ordinary
Shares
and
warrants
to
purchase
46,458
Ordinary
Shares
held
by
Macquarie
Corporate
Holdings
Pty
Limited
and
(ii)
2,000,000
Ordinary
Shares,
1,083,281
Yatra
USA
Class
F
Shares
(each
exchangeable
for
one
Ordinary
Share
at
any
time
at
the
option
of
the
holder),
1,083,281
Class
F
Shares
(each
convertible
into
0.00001
of
an
Ordinary
Share
upon
the
exchange
of
a
parallel
Yatra
USA
Class
F
Share)
and
warrants
to
purchase
2,645,000
Ordinary
Shares
held
by
MIHI
LLC.
MIHI
LLC
is
an
affiliate
of
Macquarie
and
Macquarie
Capital.
Macquarie
Group
Limited
is
the
ultimate
indirect
parent
of
each
of
Macquarie
Corporate
Holdings
Pty.
Limited
and
MIHI
LLC
and
may
be
deemed
to
beneficially
own
the
company's
shares
held
by
them.
The
business
address
of
Macquarie
Group
Limited
is
50
Martin
Place
Sydney,
New
South
Wales,
Australia.
The
business
address
of
Macquarie
Corporate
Holdings
Pty.
Limited
is
Level
6,
50
Martin
Place,
Sydney
NSW
2000,
Australia.
The
business
address
of
MIHI
LLC
is
125
West
55th
Street,
L-22,
New
York,
New
York
10019.

Based
on
Schedule
13G
and
the
Schedule
13G/A
filed
with
the
SEC
by
Altai
Capital
Management,
L.P.
("Investment
Manager"),
Altai
Capital
Management,
LLC
("IMGP")
and
Rishi
Bajaj
on
July
2,
2018
and
February
14,
2019,
respectively.
Consists
of
4,639,649
Ordinary
Shares
held
for
the
account
of
Altai
Capital
Osprey,
LLC
("Osprey")
and
accounts
separately
managed
by
Investment
Manager
(the
"Separately
Managed
Accounts").
Investment
Manager
serves
as
investment
manager
to
each
of
Osprey
and
the
Separately
Managed
Accounts.
Each
of
Investment
Manager,
IMGP
and
Mr.
Bajaj
may
be
deemed
to
have
voting
and
dispositive
power
over
the
Ordinary
Shares
held
for
the
account
of
Osprey
and
the
Separately
Managed
Accounts.
The
business
address
of
Investment
Manager,
IMGP
and
Mr.
Bajaj
is
4675
MacArthur
Court,
Suite
590,
Newport
Beach,
California
92660.

Based
on
Schedule
13G
and
the
Schedule
13G/A
filed
with
the
SEC
on
November
13,
2018
and
February
14,
2019,
respectively,
by
each
of
(i)
RCH
Ltd.
("RCH"),
(ii)
Platinum
Equity
Capital
Partners
International
III
(Cayman),
L.P.
("PECPI
III"),
(iii)
Platinum
Equity
Partners
International
III
(Cayman),
L.P.
("PEPI
III"),
(iv)
Platinum
Equity
Investment
Holdings
III
(Cayman),
LLC
("PEIH
III
(Cayman)"),
(v)
Platinum
Equity
Investment
Holdings
III,
LLC
("PEIH
III
LLC"),
(vi)
Platinum
Equity
Investment
Holdings
III
Manager,
LLC
("PEIH
III
Manager"),
(vii)
Platinum
Equity
InvestCo,
L.P.
("PEI
LP"),
(viii)
Platinum
Equity
Investment
Holdings
IC
(Cayman),
LLC
("PEIH
IC
(Cayman)"),
(ix)
Platinum
Equity
Investment
Holdings,
LLC
("PEIH
LLC"),
(x)
Platinum
InvestCo,
LLC
("PI
LLC"),
(xi)
Platinum
InvestCo
(Cayman),
LLC
("PI
(Cayman)
LLC"),
(xii)
Platinum
Equity,
LLC
("Platinum
Equity")
and
(xiii)
Tom
Gores
(together,
the
"Platinum
Entities").
Consists
of
3,783,948
Ordinary
Shares
underlying
warrants
held
by
RCH.
Each
of
PECPI
III,
PEPI
III,
PEIH
III
(Cayman),
PEIH
III
LLC,
PEIH
III
Manager,
PEI
LP,
PEIH
IC
(Cayman),
PEIH
LLC,
PI
(Cayman)
LLC,
Platinum
Equity
and
(xiii)
Mr.
Gores
may
be
deemed
to
beneficially
own
the
shares
held
by
RCH.
PI
LLC
is
not
deemed
to
beneficially
own
the
shares
held
by
RCH.
The
business
address
of
the
Platinum
Entities
is
360
N.
Crescent
Drive,
South
Building,
Beverly
Hills,
CA
90210.

Based
on
the
Schedule
13G
filed
with
the
SEC
by
Reliance
Infrastructure
Limited
on
June
29,
2018.
Consists
of
2,980,139
Ordinary
Shares
held
by
Reliance
Infrastructure
Limited.
The
business
address
of
Reliance
Infrastructure
Limited
is
Reliance
Centre,
3rd
Floor,
North
Wing,
Santacruz
(E),
Mumbai,
Maharashtra,
India
400
055.

Based
on
Schedule
13G
filed
with
the
SEC
by
LB2,
LLC
("LB2"),
Teach
a
Man
to
Fish
Foundation
("TAMF")
and
Vincent
C.
Smith
on
February
14,
2019.
Consists
of
131,818
Ordinary
Shares
held
by
LB2,
390,154
Ordinary
Shares
held
by
TAMF,
and
2,235,559
Ordinary
Shares
held
by
Mr.
Smith.
Mr.
Smith
is
also
deemed
to
beneficially
own
the
Ordinary
Shares
held
by
LB2
and
TAMF.
The
business
address
of
LB2,
TAMF
and
Mr.
Smith
is
17595
Harvard
Avenue,
Suite
C511,
Irvine,
California
92614.

125

Table
of
Contents

(8)

(9)

(10)

(11)

(12)

(13)

(14)

(15)

Consists
of
1,926,397
Ordinary
Shares
held
by
E-18
Limited
and
569,768
Ordinary
Shares
issuable
upon
swap
of
Ordinary
Shares
of
Yatra
Online
Private
Limited
held
by
Network
18
Media
and
Investment
Ltd.
(formerly
known
as
Capital18
Fincap
Private
Limited),
together,
the
E-18
Entities.
Network18
Media
&
Investments
Limited,
a
company
registered
in
India
is
the
holding
company
of
the
E-18
Entities.
The
business
addresses
for
E-18
Limited
and
Capital18
Fincap
Private
Limited
are
Ebene
Esplanade,
24
Bank
Street,
Cybercity,
Ebene,
Mauritius
and
First
Floor,
Empire
Complex,
414,
Senapati
Bapat
Marg,
Lower
Parel,
Mumbai
400
013,
Maharashtra,
India,
respectively.

Consists
of
(i)
1,196,084
Class
A
non-voting
shares
held
of
record
by
Norwest
Venture
Partners
IX,
LP
(Partners
IX)
and
(ii)
1,196,084
Class
A
non-voting
shares
held
of
record
by
Norwest
Venture
Partners
X,
LP
(Partners
X
and
together
with
Partners
IX,
Norwest
Venture
Partners).
Class
A
non-voting
shares
have
substantially
the
same
rights
as
our
Ordinary
Shares
but
have
no
voting
rights.
NVP
Associates,
LLC
(NVP)
is
the
managing
member
of
the
general
partners
of
Norwest
Venture
Partners,
and
shares
voting
and
dispositive
power
over
the
shares
held
by
Norwest
Venture
Partners.
Promod
Haque,
Jeffrey
Crowe
and
Matthew
Howard,
as
co-chief
executive
officers
of
NVP
and
members
of
the
general
partners,
may
be
deemed
to
share
voting
and
dispositive
power
with
respect
to
the
shares
held
of
record
by
Norwest
Venture
Partners.
The
business
address
for
each
of
these
entities
is
c/o
Promod
Haque,
525
University
Ave,
Ste
800,
Palo
Alto,
California
94301-1922.

Consists
of
469,291
Ordinary
Shares
and
options
to
purchase
405,128
Ordinary
Shares
that
are
exercisable
within
60
days
of
March
31,
2019.

Consists
of
254,430
Ordinary
Shares
and
options
to
purchase
114,302
Ordinary
Shares
that
are
exercisable
within
60
days
of
March
31,
2019.

Consists
of
680,673
Ordinary
Shares
and
options
to
purchase
17,284
Ordinary
Shares
that
are
exercisable
within
60
days
of
March
31,
2019.

Consists
of
87,495
Ordinary
Shares.

Sudhir
Kumar
Sethi
is
the
founder
and
chairman
of
IDG
Ventures
India
Advisors
and
may
be
deemed
to
beneficially
own
the
shares
held
by
the
IDG
Ventures
India
Fund
II
LLC.
Mr.
Sethi
disclaims
beneficial
ownership
of
the
shares
owned
by
IDG
Ventures
India
Fund
II
LLC
as
the
voting
and
investment
power
for
such
shares
is
held
by
the
board
of
directors
of
IDG
Ventures
India
Fund
II
LLC.
The
address
of
Mr.
Sethi
is
7B,
7th
floor,
Sobha
Pearl,
#1
Commissariat
Road,
Bangalore,
Karnataka
560025,
India.

Consists
of
100
Ordinary
Shares
held
by
Mr.
Arora,
100
Ordinary
Shares
held
by
Mr.
Arora's
wife,
and
100
Ordinary
Shares,
58,593
Yatra
USA
Class
F
Shares
(each
exchangeable
for
one
Ordinary
Share
at
any
time
at
the
option
of
the
holder),
58,593
Class
F
Shares
(each
convertible
into
0.00001
of
an
Ordinary
Share
upon
the
exchange
of
a
parallel
Yatra
USA
Class
F
Share)
and
warrants
to
purchase
135,633
Ordinary
Shares
held
by
Noyac
Path
LLC.
100
Ordinary
Shares
held
by
Mr.
Arora,
100
Ordinary
Shares
held
by
Mr.
Arora's
wife
and
100
Ordinary
Shares
held
by
Noyac
Path
LLC
are
held
in
brokerage
accounts
for
which
margins
are
available.
The
sole
member
of
Noyac
Path
LLC
is
a
trust
of
which
Mr.
Arora
is
settlor
and
a
beneficiary.
Mr.
Arora
disclaims
beneficial
ownership
over
any
securities
owned
by
his
wife
and
Noyac
Path
LLC
in
which
he
does
not
have
any
pecuniary
interest.

(16)

Consists
of
3,125
Ordinary
Shares.

126

Table
of
Contents

Significant
Changes

•

Pursuant
to
Schedule
13G/A
filed
with
the
SEC
on
February
14,
2019,
Entities
Affiliated
with
Altai
Capital
Management,
LLC
became
a
beneficial
owner
of
5%
or
more
of
our
Ordinary
Shares.

Pursuant
to
Schedule
13G/A
filed
with
the
SEC
on
February
14,
2019,
RCH
Ltd.
became
a
beneficial
owner
of
5%
or
more
of
our
Ordinary
Shares.

Pursuant
to
Schedule
13G/A
filed
with
the
SEC
on
February
14,
2019,
Entities
Affiliated
with
Vincent
C.
Smith
became
a
beneficial
owner
of
5%
or
more
of
our
Ordinary
Shares.

Pursuant
to
Schedule
13G/A
filed
with
the
SEC
on
January
10,
2019,
Fuh
Hwa
Securities
Investment
Trust
Co.,
Ltd.
ceased
to
be
a
beneficial
owner
of
5%
or
more
of
our
Ordinary
Shares,
assuming
the
conversion
into
Ordinary
Shares
of
all
i)
Yatra
USA
Class
F
Shares,
ii)
Class
A
non-voting
Shares,
iii)
Class
F
Shares
and
iv)
all
convertible
shares
held
at
the
subsidiary
level
that
are
convertible
into
our
Ordinary
Shares.

Pursuant
to
Schedule
13G/A
filed
with
the
SEC
on
November
15,
2018,
Rotation
Capital
Management,
LP
ceased
to
be
a
beneficial
owner
of
5%
or
more
of
our
Ordinary
Shares.

Pursuant
to
Schedule
13G/A
filed
with
the
SEC
on
June
29,
2018,
Reliance
Capital
Limited
ceased
to
be
a
beneficial
owner
of
5%
or
more
of
our
Ordinary
Shares.

Pursuant
to
Schedule
13G
filed
with
the
SEC
on
June
29,
2018,
Reliance
Infrastructure
Limited
became
a
beneficial
owner
of
5%
or
more
of
our
Ordinary
Shares.

Pursuant
to
Schedule
13G
filed
with
the
SEC
on
February
7,
2018,
Habitat
for
Humanity
International,
Inc.
ceased
to
be
a
beneficial
owner
of
5%
or
more
of
our
Ordinary
Shares,
assuming
the
conversion
into
Ordinary
Shares
of
all
i)
Yatra
USA
Class
F
Shares,
ii)
Class
A
non-voting
Shares,
iii)
Class
F
Shares
and
iv)
all
convertible
shares
held
at
the
subsidiary
level
that
are
convertible
into
our
Ordinary
Shares.

Norwest
Venture
Partners
IX,
LP
and
Norwest
Venture
Partners
X,
LP
hold
Class
A
non-voting
shares,
which
have
substantially
the
same
rights
as
our
Ordinary
Shares
but
have
no
voting
rights.

To
our
knowledge,
the
Company
is
not
directly
or
indirectly
owned
or
controlled
by
another
corporation,
by
any
foreign
government
or
by
any
other
natural
or
legal
person
severally
or
jointly.

As
of
July
16,
2019,
we
estimate
that:

•

approximately
92%
of
our
outstanding
ordinary
shares
were
held
in
the
United
States
by
7
holders
of
record
(the
United
States
record
holders
include
Cede
&
Co.,
the
nominee
of
the
Depositary
Trust
Company),

approximately
100%
of
our
outstanding
Class
F
Shares
were
held
in
the
United
States
by
approximately
9
holders
of
record,
and

approximately
100%
of
our
outstanding
Class
A
Shares
were
held
in
the
United
States
by
2
holders
of
record.

The
number
and
the
U.S.
residence
of
record
holders
of
our
Ordinary
Shares
may
not
be
representative
of
the
number
of
beneficial
owners
or
where
the
beneficial
owners
have
residence
because
it
includes
beneficial
owners
whose
shares
are
held
in
street
name
by
brokers
and
other
nominees.

ITEM
7.

MAJOR
SHAREHOLDERS
AND
RELATED
PARTY
TRANSACTIONS

Major
Shareholders

See
"Item
6.
Directors,
Senior
Management
and
Employees—E.
Share
Ownership."

127

Table
of
Contents

Related
Party
Transactions

Our
audit
committee
charter
requires
our
audit
committee
to
review
all
related
party
transactions
on
an
ongoing
basis
and
for
all
such
transactions
to
be
approved
by
our
audit
committee.
The
following
is
a
summary
of
our
related
party
transactions.

Letter
Agreement
with
Macquarie
Capital
(USA)
Inc.

On
July
13,
2016,
we
entered
into
a
letter
agreement
with
Macquarie
Capital
(USA)
Inc.,
an
affiliate
of
one
of
our
shareholders,
pursuant
to
which
we
agreed
that
prior
to
July
16,
2017
we
will
engage
Macquarie
Capital
(USA)
Inc.,
or
an
affiliate
of
Macquarie
Capital
(USA)
Inc.
designated
by
it,
to
act
on
any
and
all
transactions
with
a
value
greater
than
$30
million
as:

•

a
bookrunning
managing
underwriter,
a
bookrunning
managing
placement
agent,
or
a
bookrunning
managing
initial
purchaser,
as
the
case
may
be,
in
connection
with
any
offering
or
placement
of
securities
(including,
but
not
limited
to,
debt,
equity,
preferred
and
other
hybrid
equity
securities
or
equity
linked
securities)
by
us
or
any
of
our
subsidiaries,
in
each
case
with
Macquarie
Capital
(USA)
Inc.
receiving
total
compensation
in
respect
of
any
such
transaction
that
is
equal
to
or
better
than
40%
of
the
total
compensation
received
by
all
underwriters,
placement
agents,
and
initial
purchasers,
as
the
case
may
be,
in
connection
with
such
transaction
and
not
less
than
the
compensation
received
by
any
one
individual
underwriter,
placement
agent
or
initial
purchaser,
as
the
case
may
be;
and

a
financial
advisor
in
connection
with
any
(x)
restructuring
(through
a
recapitalization,
extraordinary
dividend,
stock
repurchase,
spin-off,
joint
venture
or
otherwise)
by
us
or
any
of
our
subsidiaries,
(y)
acquisition
or
disposition
of
a
business,
asset
or
voting
securities
by
us
or
any
of
our
subsidiaries
or
(z)
debt
or
equity
financing
or
any
refinancing
of
any
portion
of
any
financing
by
us
or
any
of
our
subsidiaries,
in
each
case
with
Macquarie
Capital
(USA)
Inc.
receiving
total
compensation
in
respect
of
any
such
transaction
that
is
equal
to
or
greater
than
40%
of
the
total
compensation
received
by
all
financial
advisors
in
connection
with
such
transaction
(50%
in
the
case
of
the
initial
business
combination),
and
not
less
than
the
compensation
received
by
any
individual
financial
advisor.

Macquarie
Capital
(USA)
Inc.
has
the
right
to
decline
any
such
engagement
in
its
sole
and
absolute
discretion.

Preload
Agreement
with
Reliance
Retail
Ltd.

On
September
26,
2016,
the
subsidiary
of
the
Group
Yatra
Online
Private
Limited
(Yatra
India),
entered
into
a
preload
agreement
with
Reliance
Retail
Ltd.
Pursuant
to
the
preload
agreement,
Reliance
Retail
Ltd.
has
agreed
to
pre-install
the
Yatra
mobile
applications
on
Reliance
Jio
LYF
smartphones
for
consideration
to
be
settled
in
equity
shares
of
Yatra
India.
Any
invoiced
amounts
by
Reliance,
will
bear
interest
at
a
rate
of
15%
per
year
from
the
date
of
invoice
until
the
date
of
equity
settlement.
The
agreement
remains
in
effect
until
September
5,
2019.
Either
party
may
terminate
the
agreement
in
the
event
of
an
uncured
breach
of
a
material
term
of
the
agreement.
Yatra
India
also
has
the
right
to
terminate
as
of
September
5,
2017.

128

Table
of
Contents

Investor
Rights
Agreement

On
December
16,
2016,
we
entered
into
the
Investor
Rights
Agreement
with
MIHI
LLC,
the
Terrapin
Sponsors
and
certain
other
Terrapin
3
stockholders
and
Yatra
shareholders
who
will
own
our
Ordinary
Shares
upon
consummation
of
the
Business
Combination.
Pursuant
to
the
terms
of
the
Investor
Rights
Agreement,
once
we
became
eligible
to
use
Form
F-3
or
its
successor
form,
we
became
obligated
to
file
a
shelf
registration
statement
to
register
the
resale
of
certain
of
our
Ordinary
Shares
issued
in
connection
with
the
Business
Combination.
The
Investor
Rights
Agreement
also
provide
such
shareholders
with
demand,
"piggy-back"
and
Form
F-3
registration
rights,
subject
to
certain
minimum
requirements
and
customary
conditions.
Shareholders
will
be
entitled
to
make
one
demand
for
registration
of
ordinary
shares,
except
for
certain
Yatra
shareholders
will
be
entitled
to
make
three
demands.

The
Investor
Rights
Agreement
also
provides
the
Terrapin
Sponsors
the
right
to
nominate
an
individual
for
election
to
our
board
of
directors
upon
the
resignation,
removal,
death
or
disability
of
the
director
initially
designated
by
them
pursuant
to
the
terms
of
the
Business
Combination
Agreement,
as
well
as
the
right
to
re-nominate
such
director
two
successive
times.
The
Investor
Rights
Agreement
also
provides
certain
of
our
investors
and
our
executive
officers,
Dhruv
Shringi,
Alok
Vaish
and
Manish
Amin,
the
right
to
nominate
an
individual
for
election
to
our
board
upon
the
resignation,
removal,
death
or
disability
of
any
of
the
directors
initially
designated
by
our
company
pursuant
to
the
terms
of
the
Business
Combination
Agreement,
as
well
as
the
right
to
re-nominate
any
of
such
directors
who
are
Class
I
or
Class
II
directors
two
successive
times
and
the
right
to
re-nominate
any
of
such
directors
who
are
Class
III
directors
one
time
or
to
designate
a
replacement
for
any
such
director.
Subject
to
applicable
law
and
applicable
stock
exchange
rules,
until
such
time
as
there
is
no
director
designated
by
the
Terrapin
Sponsors
or
no
director
designated
by
our
company
pursuant
to
the
terms
of
the
Business
Combination,
we
are
required
to
take
all
necessary
action
to
cause
at
least
one
director
nominated
by
the
Terrapin
Sponsors
and
at
least
one
director
nominated
by
our
investors
to
be
appointed
to
each
committee
of
our
board
of
directors.
The
Investor
Rights
Agreement
also
provides
each
of
MIHI
LLC
and
the
Terrapin
Sponsors
the
right
to
designate
one
representative
to
attend
our
board
meeting
in
a
nonvoting
observer
capacity.
MIHI
LLC
and
the
Terrapin
Sponsors
shall
cease
to
have
board
observation
rights
when
they
no
longer
own
at
least
5%
of
our
outstanding
ordinary
shares.

Transactions
pursuant
to
Service
Agreements

Pursuant
to
service
agreements
with
the
below
mentioned
companies
(along
with
their
affiliates)
that
have
a
significant
influence
on
the
Group,
we
have
provided
travel
and
trade
related
services
of
INR
405,
INR
176,252,
INR
110,973
in
fiscal
years
2019,
2018
and
2017,
respectively:

E-18
Limited
and
group
companies

Reliance
Capital
Limited
and
its
group
companies

IDG
Ventures
India
Advisors
Private
Limited

The
Company
has
also
availed
the
insurance
and
communication
services
of
Reliance
General
Insurance
Company
Limited,
Reliance
Jio
Infocomm
Limited
and
Reliance
Infocomm
Limited
at
a
cost
of
INR
489,
INR
11,497,
and
INR
12,979
in
fiscal
years
2019,
2018
and
2017,
respectively.

Exchange
and
Support
Agreement

On
December
16,
2016,
we
entered
into
an
exchange
and
support
agreement
with
Terrapin
3
(which
is
now
known
as
Yatra
USA
Corporation)
and
holders
of
Class
F
common
stock
of
Terrapin
3.
Pursuant
to
the
exchange
and
support
agreement,
commencing
on
November
16,
2017,
holders
of
Terrapin
3's
Class
F
common
stock
(which,
pursuant
to
the
Business
Combination
is
now
Yatra
USA
Class
F
Shares)
have
the
right
from
time
to
time
to
exchange
any
or
all
of
what
are
nor
Yatra
USA
Class
F
Shares
for
the
same
amount
of
our
Ordinary
Shares.
Upon
any
such
exchange,
an
equal
number
of
our
Class
F
Shares
held
by
such
exchanging
shareholders
will
also
be
converted
by
us
into
0.00001
of
our
Ordinary
Share
for
each
Class
F
Share
converted.
The
right
to
make
such
exchange
will
expire
on
December
16,
2021.

129

Table
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Contents

Administrative
Services
Arrangement

Beginning
in
January
2017,
Terrapin
Partners,
LLC,
a
private
equity
and
venture
capital
firm,
has
agreed
to
provide
us
with
certain
professional
services
as
well
as
certain
office
space,
utilities
and
general
office,
receptionist
and
secretarial
support.
In
return
for
such
services,
when
provided,
we
have
agreed
to
pay
Terrapin
Partners,
LLC
a
monthly
fee
of
$5,000.
Nathan
Leight,
one
of
our
shareholders,
is
the
managing
member
of
Terrapin
Partners,
LLC.

Shareholders
Agreements

See
"Item
10.
Additional
Information—B.
Memorandum
and
Articles
of
Association."

Employment
Agreements

See
"Item
6.
Directors,
Senior
Management
and
Employees—B.
Compensation—Employment
Agreements
with
Executive
Officers."

Equity
Option
and
Share
Incentive
Plans

See
"Item
6.
Directors,
Senior
Management
and
Employees—B.
Compensation."

Interest
of
Experts
and
Counsel

Not
applicable.

ITEM
8.

FINANCIAL
INFORMATION

Consolidated
Statements
and
Other
Financial
Information

See
"Item
18.
Financial
Statements"
for
a
list
of
the
financial
statements
filed
as
part
of
this
Annual
Report.

Legal
Proceedings

Except
for
the
tax
and
arbitration
proceedings
described
below,
there
are
no
governmental
or
legal
proceedings
(including
any
such
proceedings
which
are
pending
or
threatened,
of
which
we
are
aware)
that
we
believe
could
reasonably
be
expected
to
have
a
material
adverse
effect
on
our
results
of
operations
or
financial
position.

Tax Proceedings

See
"Item
4.
Information
on
the
Company—B.
Business
Overview—Litigation"
for
a
description
of
tax
proceedings.

Arbitration Proceedings

On
July
20,
2017,
Yatra
India,
a
subsidiary
of
the
Company
entered
into
the
ATB
Share
Purchase
Agreement,
with
ATB
and
the
Sellers
party
thereto,
pursuant
to
which
the
Company,
through
Yatra
India,
agreed
to
acquire:
(a)
a
majority
(50.94%)
of
the
outstanding
shares
of
ATB
in
exchange
for
an
upfront
payment
of
approximately
INR
510
million
and
(b)
the
balance
of
ATB's
outstanding
shares
owned
by
the
Sellers
in
exchange
for
the
Final
Payment,
to
be
made
at
the
Second
Closing.
To
date
the

130

Table
of
Contents

Second
Closing
has
not
occurred,
as
Yatra
India
and
the
Sellers
have
not
yet
agreed
on
the
computation
for
the
Final
Payment.

On
June
4,
2019,
the
EOW
of
the
Delhi
Police
registered
a
First
Information
Report
to
initiate
an
investigation
of
a
criminal
complaint,
or
Complaint,
previously
filed
with
the
EOW
by
Mr.
Sunil
Narain,
or
the
Complainant,
one
of
the
Sellers.
The
Complaint
alleged,
among
other
things,
cheating
and
criminal
breach
of
trust
in
connection
with
Yatra
India's
performance
of
its
obligations
under
the
ATB
Share
Purchase
Agreement,
which
Yatra
India
has
denied
in
its
initial
response
to
the
Complaint.
The
Complaint
was
originally
filed
against
(i)
Yatra
India,
(ii)
certain
officers
and
directors
of
Company
subsidiaries,
including
Yatra
India,
and
(iii)
a
partner
in
Yatra
India's
external
auditing
firm,
who
we
refer
to
as
the
Respondents
and,
together
with
the
Complainant,
the
Parties.
As
relief,
the
Complainant
requested
that
appropriate
action
be
taken
in
response
to
the
alleged
criminal
acts,
including,
among
other
things,
the
registration
of
a
First
Information
Report.

Yatra
India
and
the
Company
believe
that
the
Complaint
was
filed
for
collateral
purposes
and
that
the
allegations
contained
in
the
Complaint
are
entirely
false
and
frivolous,
and
they
intend
to
vigorously
defend
this
matter
and
cooperate
fully
with
the
EOW
in
connection
with
its
ongoing
investigation.
There
can
be
no
assurance
that
the
EOW
will
not
pursue
further
action
against
the
Respondents.
Further,
although
the
Company
and
Yatra
India
believe
that
Court-ordered
arbitration
will
result
in
favorable
resolution
for
the
Company,
there
can
be
no
assurances
that
the
arbitrator
will
issue
a
decision
that
is
favorable
to
Yatra
India
or
the
Company.

Dividend
Distribution
Policy

We
currently
expect
to
retain
all
future
earnings
for
use
in
the
operation
and
expansion
of
our
business
and
do
not
plan
to
pay
any
dividends
on
our
Ordinary
Shares
in
the
near
future.
The
declaration
and
payment
of
any
dividends
in
the
future
will
be
determined
by
our
Board
of
Directors
in
its
discretion,
and
will
depend
on
a
number
of
factors,
including
our
earnings,
capital
requirements,
overall
financial
condition,
applicable
law
and
contractual
restrictions.
In
addition,
as
a
holding
company,
our
ability
to
pay
dividends
depends
on
our
receipt
of
cash
dividends
from
our
operating
subsidiaries,
which
may
further
restrict
our
ability
to
pay
dividends
as
a
result
of
the
laws
of
the
respective
jurisdictions
of
organization
of
our
subsidiaries,
agreements
of
our
subsidiaries
or
covenants
under
future
indebtedness
that
we
or
they
may
incur.

Significant
Changes

Except
for
(i)
the
Merger
Agreement
described
in
"Item
4.
Information
on
the
Company—Business
Overview—Recent
Developments—Ebix
Merger
Agreement,"
(ii)
the
ATB
Arbitration
described
in
"Item
4.
Information
on
the
Company—Business
Overview—Litigation—ATB
Arbitration"
and
(iii)
the
consummation
of
the
offering
described
in
"Item
14.
Material
Modifications
to
the
Rights
of
Security
Holders
and
Use
of
Proceeds,"
there
have
been
no
significant
subsequent
events
following
the
close
of
the
last
financial
year
up
to
the
date
of
this
Annual
Report
that
are
known
to
us
and
that
require
disclosure
in
this
Annual
Report.

131

Table
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Contents

ITEM
9.

THE
OFFER
AND
LISTING

Offer
and
Listing
Details

Our
outstanding
ordinary
shares
are
currently
listed
and
traded
on
the
Nasdaq
Capital
Market
under
the
symbol
"YTRA."
Our
outstanding
warrants
are
currently
listed
and
traded
on
the
OTCQX
Market
under
the
symbol
"YTROF."

Plan
of
Distribution

Not
Applicable.

Markets

Our
Ordinary
Shares
are
listed
on
the
Nasdaq
Global
Market
under
the
symbol
"YTRA".
Our
warrants
are
listed
on
the
OTCQX®
Market
under
the
symbol
"YTROF."

Selling
Shareholders

Not
applicable.

Dilution

Not
applicable.

Expenses
of
the
Issue

Not
applicable.

ITEM
10.

ADDITIONAL
INFORMATION

Share
Capital

Not
applicable.

Memorandum
and
Articles
of
Association

The
information
set
forth
in
our
Registration
Statement
on
Form
F-3
(File
No.
333-224661),
as
amended,
originally
filed
with
the
SEC
on
May
3,
2018
and
declared
effective
by
the
SEC
on
May
24,
2018,
under
the
headings
"Description
of
Share
Capital"
is
incorporated
herein
by
reference.

Material
Contracts

Described
herein.

Exchange
Controls

India

India
regulates
ownership
of
Indian
companies
by
foreign
entities.
Foreign
investment
in
securities
issued
by
Indian
companies
and
exchange
controls
are
generally
regulated
by
the
Foreign
Exchange
Management
Act,
1999,
as
amended,
and
the
regulations
framed
thereunder
(FEMA).
Transfers
of
any
security
of
an
Indian
company
from
foreigners/
foreign
entities
to
Indian
residents
and
vice
versa
are
required
to
be
in
accordance
with
FEMA
and
in
some
instances
is
required
to
be
permitted
by
the
Reserve
Bank
of
India
beside
general
reporting
requirements
under
the
FEMA.
These
regulations
and
restrictions
may
apply
to
acquisitions
by
us
or
our
affiliates,
including
Yatra
India
and
affiliates
which
are
not
resident
in
India,
of
shares
in
Indian
companies
or
the
provision
of
funding
by
us
or
any
other

132

Table
of
Contents

entity
to
Indian
companies
within
our
group.
For
example,
under
its
consolidated
foreign
direct
investment
policy,
the
Government
of
India
has
set
out
additional
requirements
for
foreign
investments
in
India,
including
requirements
with
respect
to
downstream
investments
by
Indian
companies
having
foreign
investment
,
and
the
transfer
of
ownership
or
control
of
Indian
companies
in
sectors
with
caps
on
foreign
investment
from
resident
Indian
persons
or
entities
to
foreigners,
as
well
as
such
transaction
between
foreign
entities.
Further,
India's
Foreign
Exchange
Management
Act,
1999,
as
amended,
and
the
rules
and
regulations
promulgated
thereunder,
restrict
or
regulate
the
lending
to
or
borrowing
from
our
Indian
Subsidiaries.
These
requirements
currently
include
restrictions/
regulations
with
respect
to
on
valuations
and
sources
of
funding
for
such
investments
and
may
include
prior
approval
from
the
Government
of
India.

Further,
the
Government
of
India
has
in
the
past
made
and
may
continue
to
make
revisions
to
the
FDI
Policy
on
e-commerce
in
India
(including
in
relation
to
business
model
and
permitted
services).
Such
changes
may
require
us
to
make
changes
to
our
business
in
order
to
comply
with
Indian
law.

Our
ability
to
pay
dividends
to
our
shareholders
may
depend
on,
among
other
things,
the
availability
of
dividends
from
Yatra
India.
As
of
the
date
of
this
Annual
Report,
Yatra
India
has
not
paid
any
cash
dividends
on
its
equity
shares.
Dividends
other
than
in
cash
are
not
permitted
under
Indian
law.
The
declaration
and
payment
of
any
dividends
in
the
future
will
be
recommended
by
the
board
of
directors
of
Yatra
India
and
approved
by
the
shareholders
of
Yatra
India
at
their
discretion
and
would
depend
on
a
number
of
factors,
including
its
financial
condition,
results
of
operations,
capital
requirements
and
surplus,
contractual
obligations,
applicable
Indian
legal
restrictions,
the
provisions
of
its
articles
of
association,
the
terms
of
its
credit
facilities
and
other
financing
arrangements
at
the
time
a
dividend
is
considered
and
other
factors
considered
relevant
by
the
board
of
directors.
Yatra
India
may
also
from
time
to
time
pay
interim
dividends.
Yatra
India
is
currently
liable
to
pay
dividend
distribution
tax
in
India
at
the
rate
of
15.0%,
plus
applicable
cess
and
surcharge,
on
any
dividends
paid
by
it.

Under
Indian
law,
a
company
declares
dividends
upon
a
recommendation
by
its
board
of
directors
and
approval
by
a
majority
of
the
shareholders
at
the
annual
general
meeting
of
shareholders
held
within
six
months
of
the
end
of
each
fiscal
year.
However,
while
final
dividends
can
be
paid
out
by
a
company
only
after
such
dividends
have
been
recommended
by
the
board
of
directors
and
approved
by
shareholders,
interim
dividends
can
be
paid
out
with
only
a
recommendation
by
the
board
of
directors.
The
shareholders
have
the
right
to
decrease
but
not
to
increase
any
dividend
amount
recommended
by
the
board
of
directors.
Under
Indian
law,
shares
of
a
company
belonging
to
the
same
class
must
receive
equal
dividend
treatment.

Yatra
India
may,
before
the
declaration
of
any
dividend
in
any
financial
year,
transfer
such
percentage
of
its
profits
for
that
financial
year
as
it
may
consider
appropriate
to
the
reserves
of
Yatra
India.

Under
Indian
law,
an
Indian
company
is
permitted
to
declare
or
pay
dividends
for
any
fiscal
year
out
of
profits
for
that
year
(calculated
to
include
any
dividend
distribution
tax)
after
providing
for
depreciation
in
the
manner
prescribed.
However,
no
company
is
permitted
to
declare
dividends
unless
previous
years'
carried
over
losses
and
depreciation
not
provided
in
the
previous
year
or
years
are
setoff
against
profits
of
the
company
for
the
current
year.

If
profits
for
a
particular
year
are
insufficient
to
declare
dividends
(including
interim
dividends),
the
dividends
for
that
year
may
be
declared
and
paid
out
from
accumulated
profits
if
the
following
conditions
are
fulfilled:

•

the
rate
of
dividend
to
be
declared
shall
not
exceed
the
average
of
the
rates
at
which
dividends
were
declared
in
the
three
years
immediately
preceding
that
year
(except
where
no
dividends
have
been
declared
in
each
of
the
preceding
three
years);

133

Table
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•

the
total
amount
to
be
drawn
from
the
accumulated
profits
earned
in
previous
years
shall
not
exceed
an
amount
equal
to
one-tenth
of
the
sum
of
the
company's
paid-up
share
capital
and
free
reserves
(based
on
the
latest
audited
financial
statements
available),
and
the
amount
so
drawn
shall
first
be
utilized
to
set
off
the
losses
incurred
in
the
financial
year
in
which
dividend
is
declared
before
any
dividend
in
respect
of
equity
shares
is
declared;
and;

the
balance
of
the
reserves
after
such
withdrawal
shall
not
fall
below
15.0%
of
the
company's
paid-up
share
capital
(based
on
the
latest
audited
financial
statements
available).

Taxation

MATERIAL
U.S.
FEDERAL
INCOME
TAX
CONSEQUENCES

The
following
is
a
general
discussion
of
the
material
U.S.
federal
income
tax
consequences
of
the
ownership
and
disposition
of
our
Ordinary
Shares
to
U.S.
holders
and
non-U.S.
holders.
This
discussion
is
based
on
provisions
of
the
Internal
Revenue
Code,
or
the
Code,
the
U.S.
Department
of
the
Treasury
regulations
promulgated
thereunder
(whether
final,
temporary
or
proposed),
administrative
rulings
of
the
IRS,
judicial
decisions,
all
as
in
effect
on
the
date
hereof,
and
all
of
which
are
subject
to
differing
interpretations
or
change,
possibly
with
retroactive
effect.
Any
such
change
or
differing
interpretation
could
affect
the
accuracy
of
the
statements
and
conclusions
set
forth
herein.
This
discussion
is
for
general
purposes
only
and
does
not
purport
to
be
a
complete
analysis
or
listing
of
all
potential
U.S.
federal
income
tax
considerations
that
may
apply
to
holders
as
a
result
of
the
ownership
and
disposition
of
our
shares.
This
discussion
does
not
address
all
aspects
of
U.S.
federal
income
taxation
that
may
be
relevant
to
particular
holders,
nor
does
it
take
into
account
the
individual
facts
and
circumstances
of
any
particular
holder
that
may
affect
the
U.S.
federal
income
tax
consequences
to
such
holder.
Accordingly,
it
is
not
intended
to
be,
and
should
not
be
construed
as,
tax
advice.
This
discussion
does
not
address
any
aspects
of
U.S.
federal
taxation
other
than
those
pertaining
to
the
income
tax,
nor
does
it
address
any
tax
consequences
arising
under
any
U.S.
state
and
local,
or
non-U.S.,
tax
laws.
Holders
should
consult
their
tax
advisors
regarding
such
tax
consequences
in
light
of
their
particular
circumstances.
No
ruling
has
been
requested
or
will
be
obtained
from
the
IRS
regarding
the
statements
made
and
the
conclusions
reached
in
the
following
discussion
and
there
can
be
no
assurance
that
the
IRS
will
not
challenge
the
U.S.
federal
income
tax
treatment
described
below
or
that,
if
challenged,
such
treatment
will
be
sustained
by
a
court.

This
discussion
is
limited
to
U.S.
federal
income
tax
considerations
relevant
to
U.S.
holders
and
non-U.S.
holders
that
hold
our
Ordinary
Shares
as
"capital
assets"
within
the
meaning
of
Section
1221
of
the
Code
(generally,
property
held
for
investment).
This
discussion
does
not
address
all
aspects
of
U.S.
federal
income
taxation
that
may
be
important
to
particular
holders
in
light
of
their
individual
circumstances,
including
holders
subject
to
special
treatment
under
the
U.S.
tax
laws,
such
as,
for
example:

•

banks,
thrifts,
mutual
funds
or
other
financial
institutions,
underwriters,
or
insurance
companies;

traders
in
securities
who
elect
to
apply
a
mark-to-market
method
of
accounting;

real
estate
investment
trusts
and
regulated
investment
companies;

tax-exempt
organizations,
qualified
retirement
plans,
individual
retirement
accounts,
or
other
tax-deferred
accounts;

expatriates
or
former
long-term
residents
of
the
United
States;

partnerships
or
other
pass-through
entities
(or
arrangements
treated
as
such)
or
investors
therein;

dealers
or
traders
in
securities,
commodities
or
currencies;

134

Table
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Contents

•

grantor
trusts;

persons
subject
to
the
alternative
minimum
tax;

U.S.
persons
whose
"functional
currency"
is
not
the
U.S.
dollar;

persons
who
received
our
Ordinary
Shares
through
the
exercise
of
incentive
stock
options
or
through
the
issuance
of
restricted
stock
under
an
equity
incentive
plan
or
through
a
tax-qualified
retirement
plan
or
otherwise
as
compensation;

persons
who
own
(directly
or
through
attribution)
10%
or
more
(by
vote
or
value)
of
our
outstanding
ordinary
shares;

persons
who
are
subject
to
the
accounting
rules
under
Section
451(b)
of
the
Code;

the
initial
stockholders
and
their
affiliates;
or

holders
holding
our
Ordinary
Shares
as
a
position
in
a
"straddle,"
as
part
of
a
"synthetic
security"
or
"hedge,"
as
part
of
a
"conversion
transaction,"
or
other
integrated
investment
or
risk
reduction
transaction.

For
purposes
of
this
discussion,
the
term
"U.S.
holder"
means
a
beneficial
owner
of
our
Ordinary
Shares,
that
is,
for
U.S.
federal
income
tax
purposes:

•

an
individual
who
is
a
citizen
or
resident
of
the
United
States;

a
corporation
(or
other
entity
that
is
classified
as
a
corporation
for
U.S.
federal
income
tax
purposes)
that
is
created
or
organized
in
or
under
the
laws
of
the
United
States,
any
State
thereof
or
the
District
of
Columbia;

an
estate
the
income
of
which
is
subject
to
U.S.
federal
income
tax
regardless
of
its
source;
or

a
trust
(i)
if
a
court
within
the
United
States
is
able
to
exercise
primary
supervision
over
the
administration
of
the
trust
and
one
or
more
U.S.
persons
have
the
authority
to
control
all
substantial
decisions
of
the
trust,
or
(ii)
that
has
a
valid
election
in
effect
under
applicable
Treasury
regulations
to
be
treated
as
a
U.S.
person
for
U.S.
federal
income
tax
purposes.

For
purposes
of
this
discussion,
a
"non-U.S.
holder"
means
a
beneficial
owner
of
our
Ordinary
Shares
that
is
neither
a
U.S.
holder
nor
a
partnership
(or
an
entity
or
arrangement
treated
as
a
partnership)
for
U.S.
federal
income
tax
purposes.

If
a
partnership,
including
for
this
purpose
any
entity
or
arrangement
that
is
treated
as
a
partnership
for
U.S.
federal
income
tax
purposes,
holds
our
Ordinary
Shares,
the
U.S.
federal
income
tax
treatment
of
a
partner
in
such
partnership
generally
will
depend
on
the
status
of
the
partner
and
the
activities
of
the
partnership.
A
holder
that
is
a
partnership
and
the
partners
in
such
partnership
should
consult
their
tax
advisors
with
regard
to
the
U.S.
federal
income
tax
consequences
of
the
ownership
and
disposition
of
our
Ordinary
Shares.

THIS
SUMMARY
DOES
NOT
PURPORT
TO
BE
A
COMPREHENSIVE
ANALYSIS
OR
DESCRIPTION
OF
ALL
POTENTIAL
U.S.
FEDERAL
INCOME
TAX
CONSEQUENCES
OF
THE
OWNERSHIP
AND
DISPOSITION
OF
YATRA
ORDINARY
SHARES.
HOLDERS
SHOULD
CONSULT
WITH
THEIR
OWN
TAX
ADVISORS
REGARDING
THE
PARTICULAR
TAX
CONSEQUENCES
TO
THEM
OF
THE
OWNERSHIP
AND
DISPOSITION
OF
YATRA
ORDINARY
SHARES,
INCLUDING
THE
APPLICABILITY
AND
EFFECTS
OF
U.S.
FEDERAL,
STATE,
LOCAL
AND
OTHER
TAX
LAWS
.

135

Table
of
Contents

Tax
Residence
of
Yatra
and
Utilization
of
Terrapin's
Tax
Attributes

Tax Residence of Yatra for U.S. Federal Income Tax Purposes

A
corporation
is
generally
considered
for
U.S.
federal
income
tax
purposes
to
be
a
tax
resident
in
the
jurisdiction
of
its
organization
or
incorporation.
Accordingly,
under
the
generally
applicable
U.S.
federal
income
tax
rules,
Yatra
Online,
Inc.,
which
is
incorporated
under
the
laws
of
the
Cayman
Islands,
would
be
classified
as
a
non-U.S.
corporation
(and,
therefore,
not
a
U.S.
tax
resident)
for
U.S.
federal
income
tax
purposes.
Section
7874
of
the
Code
provides
an
exception
to
this
general
rule
(more
fully
discussed
below),
under
which
a
non-U.S.
incorporated
entity
may,
in
certain
circumstances,
be
treated
as
a
U.S.
corporation
for
U.S.
federal
income
tax
purposes.
These
rules
are
relatively
new
and
complex
and
there
is
limited
guidance
regarding
their
application.

Under
Section
7874,
a
corporation
created
or
organized
outside
the
United
States
(
i.e. ,
a
non-U.S.
corporation)
will
nevertheless
be
treated
as
a
U.S.
corporation
for
U.S.
federal
income
tax
purposes
(and,
therefore,
as
a
U.S.
tax
resident
subject
to
U.S.
federal
income
tax
on
its
worldwide
income)
if
each
of
the
following
three
conditions
are
met:
(i)
the
non-U.S.
corporation,
directly
or
indirectly,
acquires
substantially
all
of
the
properties
held
directly
or
indirectly
by
a
U.S.
corporation
(including
through
the
acquisition
of
all
of
the
outstanding
shares
of
the
U.S.
corporation);
(ii)
the
non-U.S.
corporation's
"expanded
affiliated
group"
does
not
have
"substantial
business
activities"
in
the
non-U.S.
corporation's
country
of
organization
or
incorporation
and
tax
residence
relative
to
the
expanded
affiliated
group's
worldwide
activities;
and
(iii)
after
the
acquisition,
the
former
shareholders
of
the
acquired
U.S.
corporation
hold
at
least
80%
(by
either
vote
or
value)
of
the
shares
of
the
non-U.S.
acquiring
corporation
by
reason
of
holding
shares
in
the
U.S.
acquired
corporation
(taking
into
account
the
receipt
of
the
non-U.S.
corporation's
shares
in
exchange
for
the
U.S.
corporation's
shares)
as
determined
for
purposes
of
Section
7874
(this
test
is
referred
to
as
the
"80%
ownership
test").

For
purposes
of
Section
7874,
the
first
two
conditions
described
above
were
met
with
respect
to
the
mergers
completed
in
July
2016
with
Terrapin,
because
we
acquired
indirectly
all
of
the
assets
of
Terrapin
through
the
mergers
with
Terrapin,
and
Yatra
Online,
Inc.,
including
its
"expanded
affiliated
group,"
did
not
have
"substantial
business
activities"
in
the
Cayman
Islands
within
the
meaning
of
Section
7874
upon
consummation
of
the
mergers
with
Terrapin.
As
a
result,
whether
Section
7874
will
apply
to
cause
us
to
be
treated
as
a
U.S.
corporation
for
U.S.
federal
income
tax
purposes
following
the
mergers
with
Terrapin
should
depend
on
the
satisfaction
of
the
80%
ownership
test.

Based
on
the
terms
of
the
mergers
with
Terrapin,
the
rules
for
determining
share
ownership
under
Section
7874
and
the
Treasury
regulations
promulgated
thereunder
and
based
upon
certain
factual
assumptions,
we
believe
that
the
Section
7874
ownership
percentage
of
the
former
Terrapin
stockholders
in
our
company
should
be
less
than
80%
and
accordingly
we
are
not
expected
to
be
treated
as
a
U.S.
corporation
for
U.S.
federal
income
tax
purposes.
Further,
for
purposes
of
determining
the
ownership
percentage
of
former
Terrapin
stockholders
for
purposes
of
Section
7874,
former
Terrapin
stockholders
will
be
deemed
to
own
an
amount
of
our
Ordinary
Shares
in
respect
to
certain
redemptions
by
Terrapin
prior
to
the
closing
of
the
mergers
with
Terrapin.
In
addition,
as
discussed
above,
the
rules
for
determining
ownership
under
Section
7874
are
complex,
unclear
and
the
subject
of
ongoing
regulatory
change.
Many
of
these
rules
are
contained
in
the
Treasury
regulations
under
Section
7874,
and
there
is
limited
guidance
as
to
their
application.
Accordingly,
there
can
be
no
assurance
that
the
IRS
would
not
assert
that
the
80%
ownership
test
is
met
with
respect
to
the
mergers
with
Terrapin
and
that,
accordingly,
we
should
be
treated
as
a
U.S.
corporation
for
U.S.
federal
income
tax
purposes
or
that
such
an
assertion
would
not
be
sustained
by
a
court.

There
has
been
discussion
of
additional
changes
to
Section
7874.
Any
changes
to
the
rules
of
Section
7874
or
the
Treasury
regulations
promulgated
thereunder,
or
other
changes
of
law,
which
could
be
made
retroactively
effective,
could
adversely
affect
our
status
as
a
non-U.S.
corporation
for
U.S.
federal
income
tax
purposes.

136

Table
of
Contents

If
we
were
to
be
treated
as
a
U.S.
corporation
for
U.S.
federal
income
tax
purposes,
we
could
be
subject
to
substantial
liability
for
additional
U.S.
income
taxes,
and
the
gross
amount
of
any
dividend
payments
to
our
non-U.S.
shareholders
could
be
subject
to
30%
U.S.
withholding
tax,
depending
on
the
application
of
any
income
tax
treaty
that
might
apply
to
reduce
the
withholding
tax.

The
remainder
of
this
discussion
assumes
that
we
will
not
be
treated
as
a
U.S.
corporation
for
U.S.
federal
income
tax
purposes
under
Section
7874.

Utilization of Terrapin's Tax Attributes

Following
the
acquisition
of
a
U.S.
corporation
by
a
non-U.S.
corporation,
Section
7874
can
limit
the
ability
of
the
acquired
U.S.
corporation
and
its
U.S.
affiliates
to
utilize
certain
U.S.
tax
attributes
(including
net
operating
losses
and
certain
tax
credits)
to
offset
U.S.
taxable
income
resulting
from
certain
transactions.
These
limitations
will
potentially
apply
if:
(i)
the
non-U.S.
corporation
acquires,
directly
or
indirectly,
substantially
all
of
the
properties
held,
directly
or
indirectly,
by
the
U.S.
corporation
(including
through
the
direct
or
indirect
acquisition
of
all
of
the
outstanding
shares
of
the
U.S.
corporation);
(ii)
after
the
acquisition,
the
non-U.S.
corporation's
"expanded
affiliated
group"
does
not
have
"substantial
business"
activities
in
the
non-U.S.
corporation's
country
of
organization
or
incorporation
and
tax
residence
relative
to
the
expanded
affiliated
group's
worldwide
activities
(as
determined
under
the
Treasury
regulations);
and
(iii)
after
the
acquisition,
the
former
shareholders
of
the
acquired
U.S.
corporation
hold
less
than
80%
but
at
least
60%
(by
either
vote
or
value)
of
the
shares
of
the
non-U.S.
acquiring
corporation
by
reason
of
holding
shares
in
the
U.S.
acquired
corporation
(taking
into
account
the
receipt
of
the
non-U.S.
corporation's
shares
in
exchange
for
the
U.S.
corporation's
shares)
(this
test
is
referred
to
as
the
"60%
ownership
test").
If
each
of
these
conditions
is
met,
then
the
taxable
income
of
the
U.S.
corporation
(and
any
U.S.
person
related
to
the
U.S.
corporation)
for
any
given
year,
within
a
period
beginning
on
the
first
date
the
U.S.
corporation's
properties
were
acquired
directly
or
indirectly
by
the
non-U.S.
acquiring
corporation
and
ending
10
years
after
the
last
date
the
U.S.
corporation's
properties
were
acquired,
will
be
no
less
than
that
person's
"inversion
gain"
for
that
taxable
year.
A
person's
inversion
gain
includes
gain
from
the
transfer
of
shares
or
any
other
property
(other
than
property
held
for
sale
to
customers)
and
income
from
the
license
of
any
property
that
is
either
transferred
or
licensed
as
part
of
the
acquisition,
or
after
the
acquisition
if
the
transfer
or
license
is
to
a
non-U.S.
related
person.
In
general,
the
effect
of
this
provision
is
to
deny
the
use
of
net
operating
losses,
foreign
tax
credits
or
other
tax
attributes
to
offset
the
inversion
gain.

Based
on
the
terms
of
the
mergers
with
Terrapin,
the
rules
for
determining
share
ownership
under
Section
7874
and
the
Treasury
regulations
promulgated
thereunder
and
based
upon
certain
factual
assumptions,
we
believe
that
the
Section
7874
ownership
percentage
of
the
former
Terrapin
stockholders
in
our
company
should
be
less
than
60%
and
accordingly
the
limitations
and
other
rules
described
above
are
not
expected
to
apply
to
Terrapin
after
the
mergers
with
Terrapin.
In
addition,
as
discussed
above
under
"
—Tax Residence of Yatra for U.S. Federal Income Tax Purposes ,"
the
rules
for
determining
ownership
under
Section
7874
are
complex,
unclear
and
the
subject
of
recent
and
ongoing
regulatory
change
and
there
can
be
no
assurance
that
the
IRS
would
not
assert
that
the
60%
ownership
test
is
met
with
respect
to
the
mergers
with
Terrapin
and
that
accordingly
the
foregoing
limitations
and
rules
would
apply
or
that
such
an
assertion
would
not
be
sustained
by
a
court.

If
the
IRS
were
to
successfully
assert
that
the
60%
ownership
test
has
been
met,
the
ability
of
Terrapin
and
its
U.S.
affiliates
to
utilize
certain
U.S.
tax
attributes
against
income
or
gain
recognized
pursuant
to
certain
transactions
may
be
limited.
However,
as
a
blank
check
company,
whose
assets
were
primarily
comprised
of
cash
and
cash
equivalents,
it
is
not
expected
that
Terrapin
would
have
a
significant
amount
of
inversion
gain.
Accordingly,
even
if
the
60%
ownership
test
were
satisfied,
the
effect
of
the
resulting
limitations
on
the
use
of
net
operating
losses
and
tax
attributes
would
not
be
expected
to
be
material.

137

Table
of
Contents

U.S.
Federal
Income
Tax
Consequences
of
the
Ownership
and
Disposition
of
Ordinary
Shares
of
Yatra

U.S.
Holders

Distributions on our Ordinary Shares

Subject
to
the
discussion
below
under
"—
Passive Foreign Investment Company Status ,"
the
gross
amount
of
any
distribution
on
our
Ordinary
Shares
that
is
made
out
of
our
current
or
accumulated
earnings
and
profits
(as
determined
for
U.S.
federal
income
tax
purposes)
generally
will
be
taxable
to
a
U.S.
holder
as
ordinary
dividend
income
on
the
date
such
distribution
is
actually
or
constructively
received.
Any
such
dividends
will
not
be
eligible
for
the
dividends
received
deduction
allowed
to
corporations
in
respect
of
dividends
received
from
other
U.S.
corporations.
To
the
extent
that
the
amount
of
the
distribution
exceeds
our
current
and
accumulated
earnings
and
profits
(as
determined
under
U.S.
federal
income
tax
principles),
such
excess
amount
will
be
treated
first
as
a
non-taxable
return
of
capital
to
the
extent
of
the
U.S.
holder's
tax
basis
in
our
Ordinary
Shares,
and
thereafter
as
capital
gain
recognized
on
a
sale
or
exchange.

Dividends
received
by
non-corporate
U.S.
holders
(including
individuals)
from
a
"qualified
foreign
corporation"
may
be
eligible
for
reduced
rates
of
taxation,
provided
that
certain
holding
period
requirements
and
other
conditions
are
satisfied.
A
non-U.S.
corporation
is
treated
as
a
qualified
foreign
corporation
with
respect
to
dividends
it
pays
on
shares
that
are
readily
tradable
on
an
established
securities
market
in
the
United
States.
U.S.
Treasury
guidance
indicates
that
shares
listed
on
the
Nasdaq
(where
our
Ordinary
Shares
are
currently
listed)
will
be
considered
readily
tradable
on
an
established
securities
market
in
the
United
States.
There
can
be
no
assurance
that
our
Ordinary
Shares
will
be
considered
readily
tradable
on
an
established
securities
market
in
future
years.
Non-corporate
U.S.
holders
that
do
not
meet
a
minimum
holding
period
requirement
during
which
they
are
not
protected
from
the
risk
of
loss
or
that
elect
to
treat
the
dividend
income
as
"investment
income"
pursuant
to
Section
163(d)(4)
of
the
Code
(dealing
with
the
deduction
for
investment
interest
expense)
will
not
be
eligible
for
the
reduced
rates
of
taxation
regardless
of
our
status
as
a
qualified
foreign
corporation.
In
addition,
the
rate
reduction
will
not
apply
to
dividends
if
the
recipient
of
a
dividend
is
obligated
to
make
related
payments
with
respect
to
the
positions
in
substantially
similar
or
related
property.
This
disallowance
applies
even
if
the
minimum
holding
period
has
been
met.
We
will
not
constitute
a
qualified
foreign
corporation
for
purposes
of
these
rules
if
we
are
a
PFIC
for
the
taxable
year
in
which
we
pay
a
dividend
or
for
the
preceding
taxable
year.
See
"—
Passive Foreign Investment Company Status. "

Subject
to
certain
conditions
and
limitations,
withholding
taxes,
if
any,
on
dividends
paid
by
us
may
be
treated
as
foreign
taxes
eligible
for
credit
against
a
U.S.
holder's
U.S.
federal
income
tax
liability
under
the
U.S.
foreign
tax
credit
rules.
For
purposes
of
calculating
the
U.S.
foreign
tax
credit,
dividends
paid
on
our
Ordinary
Shares
will
generally
be
treated
as
income
from
sources
outside
the
United
States
and
will
generally
constitute
passive
category
income.
The
rules
governing
the
U.S.
foreign
tax
credit
are
complex.
U.S.
holders
should
consult
their
tax
advisors
regarding
the
availability
of
the
U.S.
foreign
tax
credit
under
their
particular
circumstances.

Sale, Exchange, Redemption or Other Taxable Disposition of Our Ordinary Shares

Subject
to
the
discussion
below
under
"—
Passive Foreign Investment Company Status ,"
a
U.S.
holder
generally
will
recognize
gain
or
loss
on
any
sale,
exchange,
redemption
or
other
taxable
disposition
of
our
Ordinary
Shares
in
an
amount
equal
to
the
difference
between
(i)
the
amount
realized
on
the
disposition
and
(ii)
such
U.S.
holder's
adjusted
tax
basis
in
such
shares.
Any
gain
or
loss
recognized
by
a
U.S.
holder
on
a
taxable
disposition
of
our
Ordinary
Shares
generally
will
be
capital
gain
or
loss
and
will
be
long-term
capital
gain
or
loss
if
the
holder's
holding
period
in
such
shares
exceeds
one
year
at
the
time
of
the
disposition.
Preferential
tax
rates
may
apply
to
long-term
capital
gains
of
non-corporate
U.S.
holders
(including
individuals).
The
deductibility
of
capital
losses
is
subject
to
limitations.
Any
gain
or
loss
recognized
by
a
U.S.
holder
on
the
sale
or
exchange
of
our
Ordinary
Shares
generally
will
be
treated
as
U.S.
source
gain
or
loss.

138

Table
of
Contents

It
is
possible
that
India
may
impose
an
income
tax
upon
sale
of
our
Ordinary
Shares.
Because
gains
generally
will
be
treated
as
U.S.
source
gain,
as
a
result
of
the
U.S.
foreign
tax
credit
limitation,
any
Indian
income
tax
imposed
upon
capital
gains
in
respect
of
our
Ordinary
Shares
may
not
be
currently
creditable
unless
a
U.S.
holder
has
other
foreign
source
income
for
the
year
in
the
appropriate
U.S.
foreign
tax
credit
limitation
basket.
U.S.
holders
should
consult
their
tax
advisors
regarding
the
application
of
Indian
taxes
to
a
disposition
of
our
Ordinary
Shares
and
their
ability
to
credit
an
Indian
tax
against
their
U.S.
federal
income
tax
liability.

Characterization as a "Controlled Foreign Corporation" for U.S. Federal Income Tax Purposes

There
is
a
possibility
that
we
will
be
classified
as
a
"controlled
foreign
corporation,"
or
CFC,
for
U.S.
federal
income
tax
purposes.
We
will
generally
be
classified
as
a
CFC
if
more
than
50%
of
our
outstanding
shares,
measured
by
reference
to
voting
power
or
value,
are
owned
(directly,
indirectly
or
by
attribution)
by
"10%
U.S.
Shareholders."
For
this
purpose,
a
"10%
U.S.
Shareholder"
is
any
U.S.
person
that
owns
directly,
indirectly
or
by
attribution,
10%
or
more
of
the
voting
power
or
value
of
our
outstanding
ordinary
shares.
In
addition,
recent
changes
to
the
attribution
rules
relating
to
the
determination
of
CFC
status
may
make
it
difficult
to
determine
our
CFC
status
for
any
taxable
year.
If
we
were
to
be
classified
as
a
CFC,
a
10%
U.S.
Shareholder
may
be
subject
to
U.S.
federal
income
taxation
at
ordinary
income
tax
rates
on
all
or
a
portion
of
our
undistributed
earnings
and
profits
attributable
even
if
the
CFC
has
made
no
distributions
to
its
shareholders,
including
"Subpart
F
income,"
global
intangible
low-taxed
income
and
certain
other
income
generated
by
the
CFC,
and
may
also
be
subject
to
U.S.
federal
income
taxation
at
ordinary
income
tax
rates
on
any
gain
realized
on
a
sale
of
ordinary
shares,
to
the
extent
of
the
current
and
accumulated
earnings
and
profits
of
our
company
attributable
to
such
shares.
The
CFC
rules
are
complex
and
U.S.
holders
that
are,
or
may
be,
10%
U.S.
Shareholders
are
urged
to
consult
their
own
tax
advisors
regarding
the
possible
application
of
the
CFC
rules
to
them
in
their
particular
circumstances.
It
is
not
expected
that
we
will
be
classified
as
a
CFC,
and
the
remainder
of
this
discussion
assumes
that
we
will
not
be
classified
as
a
CFC
for
U.S.
federal
income
tax
purposes
but
no
assurances
can
be
offered
in
this
regard.

Passive Foreign Investment Company Status

The
treatment
of
U.S.
holders
of
our
Ordinary
Shares
could
be
materially
different
from
that
described
above,
if
we
are
treated
as
a
PFIC
for
U.S.
federal
income
tax
purposes.

A
non-U.S.
corporation,
such
as
Yatra
Online,
Inc.,
will
be
a
PFIC
for
U.S.
federal
income
tax
purposes
for
any
taxable
year
in
which,
after
the
application
of
certain
look-through
rules
either:
(i)
75%
or
more
of
its
gross
income
for
such
taxable
year
is
passive
income,
or
(ii)
50%
or
more
of
the
total
value
of
its
assets
(based
on
an
average
of
the
quarterly
values
of
the
assets
during
such
year)
is
attributable
to
assets,
including
cash,
that
produce
passive
income
or
are
held
for
the
production
of
passive
income.
Passive
income
generally
includes
dividends,
interest,
royalties,
rents,
annuities,
net
gains
from
the
sale
or
exchange
of
property
producing
such
income
and
net
foreign
currency
gains.
The
determination
of
whether
we
are
a
PFIC
is
based
upon
the
composition
of
our
income
and
assets,
(including,
among
others,
corporations
in
which
we
own
at
least
a
25%
interest),
and
the
nature
of
our
activities.

Based
on
the
projected
composition
of
its
income
and
assets,
including
goodwill,
it
is
not
expected
that
we
will
be
a
PFIC
for
this
taxable
year
or
in
the
foreseeable
future.
The
tests
for
determining
PFIC
status
are
applied
annually
after
the
close
of
the
taxable
year,
and
it
is
difficult
to
predict
accurately
future
income
and
assets
relevant
to
this
determination.
The
fair
market
value
of
the
assets
of
our
company
is
expected
to
depend,
in
part,
upon
(a)
the
market
value
of
our
Ordinary
Shares,
and
(b)
the
composition
of
our
assets
and
income.
A
decrease
in
the
market
value
of
our
Ordinary
Shares
and/or
an
increase
in
cash
or
other
passive
assets
would
increase
the
relative
percentage
of
its
passive
assets.
The
application
of
the
PFIC
rules
is
subject
to
uncertainty
in
several
respects
and,
therefore,
the

139

Table
of
Contents

IRS
may
assert
that,
contrary
to
expectations,
we
are
a
PFIC
for
this
taxable
year
or
in
a
future
year.
Accordingly,
there
can
no
assurance
that
we
will
not
be
a
PFIC
for
this
taxable
year
or
any
future
taxable
year.

If
we
are
or
become
a
PFIC
during
any
year
in
which
a
U.S.
holder
holds
our
Ordinary
Shares,
unless
the
U.S.
holder
makes
a
qualified
electing
fund
(QEF)
election
or
mark-to-market
election
with
respect
to
the
shares,
as
described
below,
a
U.S.
holder
generally
would
be
subject
to
additional
taxes
(including
taxation
at
ordinary
income
rates
and
an
interest
charge)
on
any
gain
realized
from
a
sale
or
other
disposition
of
our
Ordinary
Shares
and
on
any
"excess
distributions"
received
from
us,
regardless
of
whether
we
qualify
as
a
PFIC
in
the
year
in
which
such
distribution
is
received
or
gain
is
realized.
For
this
purpose,
a
pledge
of
our
Ordinary
Shares
as
security
for
a
loan
may
be
treated
as
a
disposition.
The
U.S.
holder
would
be
treated
as
receiving
an
excess
distribution
in
a
taxable
year
to
the
extent
that
distributions
on
the
shares
during
that
year
exceed
125%
of
the
average
amount
of
distributions
received
during
the
three
preceding
taxable
years
(or,
if
shorter,
the
U.S.
holder's
holding
period).
To
compute
the
tax
on
excess
distributions
or
on
any
gain,
(i)
the
excess
distribution
or
gain
would
be
allocated
ratably
over
the
U.S.
holder's
holding
period,
(ii)
the
amount
allocated
to
the
current
taxable
year
and
any
year
before
the
first
taxable
year
for
which
we
were
a
PFIC
would
be
taxed
as
ordinary
income
in
the
current
year,
and
(iii)
the
amount
allocated
to
other
taxable
years
would
be
taxed
at
the
highest
applicable
marginal
rate
in
effect
for
each
such
year
(
i.e.,
at
ordinary
income
tax
rates)
and
an
interest
charge
would
be
imposed
to
recover
the
deemed
benefit
from
the
deferred
payment
of
the
tax
attributable
to
each
such
prior
year.

If
we
were
to
be
treated
as
a
PFIC,
a
U.S.
holder
may
avoid
the
excess
distribution
rules
described
above
by
electing
to
treat
our
company
(for
the
first
taxable
year
in
which
the
U.S.
holder
owns
any
shares)
and
any
lower-tier
PFIC
(for
the
first
taxable
year
in
which
the
U.S.
holder
is
treated
as
owning
an
equity
interest
in
such
lower-tier
PFIC)
as
a
QEF.
If
a
U.S.
holder
makes
an
effective
QEF
election
with
respect
to
our
company
(and
any
lower-tier
PFIC),
the
U.S.
holder
will
be
required
to
include
in
gross
income
each
year,
whether
or
not
we
make
distributions,
as
capital
gains,
our
pro
rata
share's
(and
such
lower-tier
PFIC's)
net
capital
gains
and,
as
ordinary
income,
our
pro
rata
share's
(and
such
lower-tier
PFIC's)
net
earnings
in
excess
of
its
net
capital
gains.
U.S.
holders
can
make
a
QEF
election
only
if
we
(and
each
lower-tier
PFIC)
provide
certain
information,
including
the
amount
of
its
ordinary
earnings
and
net
capital
gains
determined
under
U.S.
tax
principles.
We
will
make
commercially
reasonable
efforts
to
provide
U.S.
holders
with
this
information
if
we
determine
that
we
are
a
PFIC.

As
an
alternative
to
making
a
QEF
election,
a
U.S.
holder
may
also
be
able
to
avoid
some
of
the
adverse
U.S.
tax
consequences
of
PFIC
status
by
making
an
election
to
mark
the
ordinary
shares
to
market
annually.
A
U.S.
holder
may
elect
to
mark-to-market
the
ordinary
shares
only
if
they
are
"marketable
stock."
The
ordinary
shares
will
be
treated
as
"marketable
stock"
if
they
are
regularly
traded
on
a
"qualified
exchange."
The
ordinary
shares
are
listed
on
the
Nasdaq,
which
should
be
a
qualified
exchange
for
this
purpose.
The
ordinary
shares
will
be
treated
as
regularly
traded
in
any
calendar
year
in
which
more
than
a
de
minimis
quantity
of
the
ordinary
shares
are
traded
on
at
least
15
days
during
each
calendar
quarter.
There
can
be
no
certainly
that
the
ordinary
shares
will
be
sufficiently
traded
such
as
to
be
treated
as
regularly
traded.

U.S.
holders
should
consult
their
tax
advisors
regarding
the
U.S.
federal
income
tax
consequences
of
the
PFIC
rules.
If
we
are
treated
as
a
PFIC,
each
U.S.
holder
generally
will
be
required
to
file
a
separate
annual
information
return
with
the
IRS
with
respect
to
our
company
and
any
lower-tier
PFICs.

Medicare Surtax on Net Investment Income

Non-corporate
U.S.
holders
whose
income
exceeds
certain
thresholds
generally
will
be
subject
to
3.8%
surtax
on
their
"net
investment
income"
(which
generally
includes,
among
other
things,
dividends

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on,
and
capital
gain
from
the
sale
or
other
taxable
disposition
of,
our
Ordinary
Shares).
Non-corporate
U.S.
holders
should
consult
their
own
tax
advisors
regarding
the
possible
effect
of
such
tax
on
their
ownership
and
disposition
of
our
Ordinary
Shares.

Additional Reporting Requirements

Certain
U.S.
holders
holding
specified
foreign
financial
assets
with
an
aggregate
value
in
excess
of
the
applicable
dollar
thresholds
are
required
to
report
information
to
the
IRS
relating
to
our
Ordinary
Shares,
subject
to
certain
exceptions
(including
an
exception
for
our
Ordinary
Shares
held
in
accounts
maintained
by
U.S.
financial
institutions),
by
attaching
a
complete
IRS
Form
8938,
Statement
of
Specified
Foreign
Financial
Assets,
with
their
tax
return,
for
each
year
in
which
they
hold
our
Ordinary
Shares.
Substantial
penalties
apply
to
any
failure
to
file
IRS
Form
8938,
unless
the
failure
is
shown
to
be
due
to
reasonable
cause
and
not
willful
neglect.
Also,
in
the
event
a
U.S.
holder
does
not
file
IRS
Form
8938
or
fails
to
report
a
specified
foreign
financial
asset
that
is
required
to
be
reported,
the
statute
of
limitations
on
the
assessment
and
collection
of
U.S.
federal
income
taxes
of
such
U.S.
holder
for
the
related
taxable
year
may
not
close
before
the
date
which
is
three
years
after
the
date
on
which
the
required
information
is
filed.
U.S.
holders
should
consult
their
tax
advisors
regarding
the
effect,
if
any,
of
these
rules
on
the
ownership
and
disposition
of
our
Ordinary
Shares.

Non-U.S.
Holders

In
general,
a
non-U.S.
holder
of
our
Ordinary
Shares
will
not
be
subject
to
U.S.
federal
income
tax
or,
subject
to
the
discussion
below
under
"—
Information
Reporting and Backup Withholding ,"
U.S.
federal
withholding
tax
on
any
dividends
received
on
our
Ordinary
Shares
or
any
gain
recognized
on
a
sale
or
other
disposition
of
our
Ordinary
Shares
(including,
any
distribution
to
the
extent
it
exceeds
the
adjusted
basis
in
the
non-U.S.
holder's
ordinary
shares)
unless:

•

the
dividend
or
gain
is
effectively
connected
with
the
non-U.S.
holder's
conduct
of
a
trade
or
business
in
the
United
States,
and
if
required
by
an
applicable
tax
treaty,
is
attributable
to
a
permanent
establishment
maintained
by
the
non-U.S.
holder
in
the
United
States;
or

in
the
case
of
gain
only,
the
non-U.S.
holder
is
a
nonresident
alien
individual
present
in
the
United
States
for
183
days
or
more
during
the
taxable
year
of
the
sale
or
disposition,
and
certain
other
requirements
are
met.

A
non-U.S.
holder
that
is
a
corporation
also
may
be
subject
to
a
branch
profits
tax
at
a
rate
of
30%
(or
such
lower
rate
specified
by
an
applicable
tax
treaty)
on
its
effectively
connected
earnings
and
profits
for
the
taxable
year,
as
adjusted
for
certain
items.
Non-U.S.
holders
should
consult
their
tax
advisors
regarding
any
applicable
tax
treaties
that
may
provide
for
different
rules.

Foreign
Account
Tax
Compliance
Act

The
United
States
Foreign
Account
Tax
Compliance
Act,
or
FATCA,
imposes
a
reporting
regime
and,
potentially,
a
30%
withholding
tax
on
certain
payments
made
to
certain
non-US
financial
institutions
that
fail
to
comply
with
certain
information
reporting,
account
identification,
withholding,
certification
and
other
FATCA
related
requirements
in
respect
of
their
direct
and
indirect
United
States
shareholders
and/or
United
States
accountholders.
To
avoid
becoming
subject
to
FATCA
withholding,
we
may
be
required
to
report
information
to
the
IRS
regarding
the
holders
of
our
ordinary
shares
and
to
withhold
on
a
portion
of
payments
with
respect
to
our
ordinary
shares
to
certain
holders
that
fail
to
comply
with
the
relevant
information
reporting
requirements
(or
that
hold
our
ordinary
shares
directly
or
indirectly
through
certain
non-compliant
intermediaries).
This
withholding
tax
made
with
respect
to
our
ordinary
shares
will
not
apply
to
payments
made
before
the
date
that
is
two
years
after
the
date
of
publication
of
final
regulations
defining
the
term
"foreign
passthru
payment".
An
intergovernmental
agreement
between
the
United
States
and
another
country
may
also

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modify
these
requirements.
FATCA
is
particularly
complex
and
its
application
is
uncertain
at
this
time.
Holders
of
our
ordinary
shares
should
consult
their
tax
advisors
to
obtain
a
more
detailed
explanation
of
FATCA
and
to
learn
how
FATCA
might
affect
each
holder
in
its
particular
circumstances.

Information
Reporting
and
Backup
Withholding

In
general,
information
reporting
requirements
may
apply
to
dividends
received
by
U.S.
holders
of
our
Ordinary
Shares,
and
the
proceeds
received
on
the
disposition
of
our
Ordinary
Shares
effected
within
the
United
States
(and,
in
certain
cases,
outside
the
United
States),
in
each
case
other
than
U.S.
holders
that
are
exempt
recipients
(such
as
corporations).
Backup
withholding
(currently
at
a
rate
of
24%)
may
apply
to
such
amounts
if
the
U.S.
holder
fails
to
provide
an
accurate
taxpayer
identification
number
(generally
on
an
IRS
Form
W-9
provided
to
the
paying
agent
of
the
U.S.
holder's
broker)
or
is
otherwise
subject
to
backup
withholding.
Proceeds
from
the
sale,
exchange,
redemption
or
other
disposition
of
our
Ordinary
Shares
may
be
subject
to
information
reporting
to
the
IRS
and
possible
U.S.
backup
withholding.
U.S.
holders
should
consult
their
tax
advisors
regarding
the
application
of
the
U.S.
information
reporting
and
backup
withholding
rules.

Information
returns
may
be
filed
with
the
IRS
in
connection
with,
and
non-U.S.
holders
may
be
subject
to
backup
withholding
on
amounts
received
in
respect
of
their
ordinary
shares,
unless
the
non-U.S.
holder
furnishes
to
the
applicable
withholding
agent
the
required
certification
as
to
its
non-U.S.
status,
such
as
by
providing
a
valid
IRS
Form
W-8BEN,
IRS
Form
W-8BEN-E
or
IRS
Form
W-8ECI,
as
applicable,
or
the
non-U.S.
holder
otherwise
establishes
an
exemption.
Dividends
paid
with
respect
to
our
Ordinary
Shares
and
proceeds
from
the
sale
or
other
disposition
of
our
Ordinary
Shares
received
in
the
United
States
by
a
non-
U.S.
holder
through
certain
U.S.-related
financial
intermediaries
may
be
subject
to
information
reporting
and
backup
withholding
unless
such
non-U.S.
holder
provides
proof
of
an
applicable
exemption
or
complies
with
certain
certification
procedures
described
above,
and
otherwise
complies
with
the
applicable
requirements
of
the
backup
withholding
rules.

Backup
withholding
is
not
an
additional
tax.
Amounts
withheld
as
backup
withholding
may
be
credited
against
the
holder's
U.S.
federal
income
tax
liability,
and
such
holder
may
obtain
a
refund
of
any
excess
amounts
withheld
under
the
backup
withholding
rules
by
timely
filing
the
appropriate
claim
for
a
refund
with
the
IRS
and
furnishing
any
required
information.

The
preceding
discussion
is
not
tax
advice.
Each
prospective
investor
should
consult
the
prospective
investor's
tax
advisor
regarding
the
particular
U.S.
federal,
state,
and
local
and
non-U.S.
tax
consequences
of
the
ownership
and
disposition
of
our
Ordinary
Shares,
including
the
consequences
of
any
proposed
change
in
applicable
laws
.

MATERIAL
INDIAN
TAX
CONSEQUENCES

The
following
is
a
general
discussion
of
material
Indian
tax
consequences
of
ownership
and
disposition
of
our
registered
ordinary
shares
for
investors
who
are
not
residents
in
India
as
per
the
(Indian)
Income
Tax
Act,
1961,
as
amended,
or
the
IT
Act.
This
discussion
is
based
on
the
provisions
of
the
IT
Act
as
are
in
force
as
of
the
date
of
this
Annual
Report
and
interpretations
thereof
as
pronounced
in
judicial
precedents
and
is
subject
to
change.

Also,
as
mentioned
above,
the
Indian
tax
consequences
summarized
below
are
from
the
perspective
of
investors
who
are
non-residents
in
Indian
per
the
provisions
of
IT
Act.
Investors
who
qualify
as
residents
in
India
shall
remain
liable
for
Indian
taxes
in
respect
of
their
global
income.

THIS
SUMMARY
IS
NOT
INTENDED
TO
CONSTITUTE
A
COMPLETE
ANALYSIS
OF
ALL
INDIAN
TAX
CONSEQUENCES
IN
RELATION
TO
THE
OWNERSHIP
AND
DISPOSAL
OF
OUR
ORDINARY
SHARES.
FURTHER,
THE
DISCUSSION
BELOW
PROVIDES
A
SUMMARY
OF
THE

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TAX
CONSEQUENCES
UNDER
THE
IT
ACT,
AND
INVESTORS
MAY
BE
ENTITLED
TO
A
MORE
BENEFICIAL
TAX
TREATMENT
UNDER
TAX
TREATIES
THAT
INDIA
MAY
HAVE
ENTERED
INTO
WITH
COUNTRIES
OF
RESIDENCE
OF
INDIVIDUAL
INVESTORS.

WHILST
IT
IS
BELIEVED
THAT
THE
DISCUSSION
BELOW
REPRESENTS
A
REASONABLE
INTERPRETATION
OF
THE
RELEVANT
PROVISIONS
OF
THE
IT
ACT,
THERE
CAN
BE
NO
ASSURANCE
(ESPECIALLY
IN
VIEW
OF
FACTS
SPECIFIC
TO
A
PARTICULAR
INVESTOR)
THAT
THE
REVENUE
AUTHORITIES
MAY
AGREE
WITH
SUCH
INTERPRETATIONS.

INVESTORS
SHOULD
THEREFORE
CONSULT
THEIR
TAX
ADVISORS
ON
THE
INDIAN
TAX
CONSEQUENCES
OF
THE
OWNERSHIP
AND
DISPOSAL
OF
OUR
ORDINARY
SHARES
UNDER
INDIAN
LAW,
INCLUDING
SPECIFICALLY
CONSIDERING
THE
PROVISIONS
OF
TAX
TREATY
BETWEEN
INDIA
AND
THEIR
COUNTRY
OF
RESIDENCE.

Investors
May
be
Subject
to
Indian
Taxes
on
Income
Arising
Through
the
Sale
of
Our
Ordinary
Shares

Amendments
introduced
in
2012
to
the
IT
Act,
provided
that
income
arising
directly
or
indirectly
through
the
sale
of
a
capital
asset
being
any
share
or
interest
in
a
company
incorporated
outside
of
India,
will
be
subject
to
tax
in
India
if
such
share
or
interest
directly
or
indirectly
derives
its
value
substantially
from
assets
located
in
India,
irrespective
of
whether
the
seller
of
such
shares
has
a
residence,
place
of
business,
business
connection,
or
any
other
presence
in
India
(see
Explanation
5
to
section
9(1)(i)
of
the
IT
Act).
Through
amendments
introduced
in
2015,
it
has
been
provided
that
a
share
or
an
interest
in
an
entity
is
said
to
derive
its
value
substantially
from
assets
located
in
India
when
the
following
two
conditions
are
satisfied:
(i)
the
value
of
the
assets
located
in
India
owned
directly
or
indirectly
by
an
entity
whose
shares
or
interest
are
transferred
exceeds
INR
100
million
and
(ii)
the
value
of
assets
located
in
India
is
at
least
50%
of
the
value
of
all
assets
owned
by
the
entity
whose
shares
or
interest
are
the
subject
matter
of
transfer
(see
Explanation
6
to
section
9(1)(i)
of
the
IT
Act).
The
value
of
the
assets
is
computed
on
a
fair
value
basis
as
per
a
specific
method
prescribed
under
the
Income
Tax
Rules,
1962
(Rule
11UB).
In
case
taxability
is
triggered
under
the
aforesaid
provisions,
capital
gains
proportionate
to
the
fair
value
of
the
Indian
assets
contributing
in
the
value
of
the
foreign
entity
whose
shares
are
transferred
are
regarded
as
taxable
in
India.
The
manner
of
computing
capital
gains
in
such
a
scenario
has
been
prescribed
in
the
Income
Tax
Rules,
1962
(Rule
11UC).

As
of
the
date
of
this
Annual
Report,
our
Ordinary
Shares
and
warrants
derive
their
value
substantially
from
assets
located
in
India,
as
defined
under
the
IT
Act.
Hence,
investors
may
be
subject
to
Indian
taxes
on
the
income
arising
from
the
transfer
of
our
Ordinary
Shares/warrants
subject
to
the
provisions
of
respective
tax
treaties
that
India
has
entered
into
with
their
country
of
residence.
The
income
shall
be
taxable
as
capital
gains,
which
shall
be
computed
as
per
the
provisions
of
the
IT
Act.

However,
the
IT
Act
also
contains
an
exemption
with
respect
to
alienation
of
shares
by
a
transferor-investor,
whose
voting
rights
or
share
capital,
either
individually
or
along
with
its
Associated
Enterprises
(as
defined
in
the
IT
Act)
at
any
time
during
the
12-month
period
preceding
the
date
of
sale
does
not
exceed
five
percent
of
the
total
voting
rights
or
share
capital
in
the
company,
provided
such
transferor-investor
is
not
vested
with
rights
of
management
or
control
in
any
other
form.

Provisions
Relating
to
Long
Term
Capital
Gains
and
Short
Term
Capital
Gains

Gains
arising
from
transfer
of
capital
asset
are
charged
to
tax
under
the
heading
"capital
gains."
A
capital
asset
may
either
be
a
short-term
or
long-term
capital
asset,
depending
on
the
period
of
its
holding.

143

Table
of
Contents

Gains
arising
from
a
short-term
capital
asset
are
short-term
capital
gains
and
gains
arising
from
long-term
capital
asset
are
long-term
capital
gains.

Short-term capital gains:

Shares
which
are
not
listed
on
a
recognized
stock
exchange
in
India
are
regarded
as
short-term
capital
assets,
if
such
shares
are
held
for
not
more
than
two
years
immediately
preceding
the
date
of
transfer
(see
section
2(42A)
of
the
IT
Act).
Gains
arising
from
the
transfer
of
a
short-term
capital
asset
are
taxed
as
short-
term
capital
gains.

The
rate
of
tax
for
short-term
capital
gains
for
a
foreign
company
is
40%
(plus
applicable
surcharge
and
cess)
subject
to
the
applicable
tax
treaty
benefit.

For
assessees
other
than
foreign
companies,
the
short-term
capital
gains
are
taxable
at
applicable
slab
rates
as
prescribed
for
the
financial
year.

Long-term capital gains:

Shares
which
are
not
listed
on
a
recognized
stock
exchange
in
India
are
regarded
as
long-term
capital
assets,
if
such
shares
are
held
for
more
than
two
years
immediately
preceding
the
date
of
transfer
(see
section
2(29A)
of
the
IT
Act).
Gains
arising
from
the
transfer
of
a
long-term
capital
asset
are
taxed
as
long-term
capital
gains.

The
rate
of
tax
for
long-term
capital
gains
as
per
section
112(1)(c)(iii)
of
the
IT
Act
is
10%
(plus
applicable
surcharge
and
cess)
subject
to
the
applicable
tax
treaty
benefit.

Carry
Forward
and
Set
Off
Capital
Loss

The
losses
arising
from
a
transfer
of
a
capital
asset
in
India
can
only
be
set
off
against
capital
gains
and
not
against
any
other
income
in
accordance
with
the
IT
Act.

A
long-term
capital
loss
may
be
set
off
only
against
a
long-term
capital
gain.
A
short-term
capital
loss
may
be
set
off
against
a
short-term
capital
gain
or
long-
term
capital
gain
(see
section
74
of
the
IT
Act).

To
the
extent
that
the
losses
are
not
absorbed
in
the
year
of
transfer,
they
may
be
carried
forward
for
a
period
of
eight
years
immediately
succeeding
the
year
for
which
the
loss
was
first
computed
and
may
be
set
off
against
the
capital
gains
assessable
for
such
subsequent
years
(see
section
74
of
the
IT
Act).

In
order
to
get
the
benefit
of
set-off
of
the
capital
losses
in
this
manner,
the
non-resident
investor
must
file
appropriate
and
timely
tax
returns
in
India
and
undergo
the
usual
assessment
procedures.

Withholding
Tax
Obligation
on
the
Purchaser
of
Our
Securities

As
per
section
195
of
the
IT
Act,
every
person
making
any
payment
to
a
non-resident,
which
is
chargeable
to
tax
in
India
is
required
to
deduct
tax
at
the
appropriate
rates
at
the
time
of
payment
or
at
the
time
of
credit,
whichever
is
earlier.
Therefore,
a
payer
would
be
required
to
deduct
tax
on
payments
at
the
rates
in
force
in
India
or
as
per
the
applicable
tax
treaty,
if
the
said
sum
is
chargeable
to
tax
in
India.

Accordingly,
any
person
responsible
for
making
payment
on
purchase
of
our
Ordinary
Shares/warrants
from
an
existing
non-resident
investor
shall
be
liable
to
withhold
taxes
at
source
if
the
transferor
is
liable
for
Indian
taxes
on
account
of
the
transfer.
It
is
pertinent
to
note
that
the
payer
has
an
obligation
to
withhold
taxes
only
when
the
capital
gains
arising
on
transfer
of
our
Ordinary
Shares/warrants
is
chargeable
to
tax
in
India.
Further,
in
case
benefit
of
a
tax
treaty
is
taken
into
account
by

144

Table
of
Contents

the
non-resident
transferor,
then
the
Indian
law
prescribes
documentation
which
the
payer
should
maintain
while
withholding
taxes.

Dividends
and
Paying
Agents

Not
applicable.

Statements
by
Experts

Not
applicable.

Documents
on
Display

The
SEC
maintains
a
website
at
www.sec.gov
that
contains
reports,
proxy
and
information
statements
and
other
information
regarding
registrants
that
make
electronic
filings
through
its
Electronic
Data
Gathering,
Analysis,
and
Retrieval,
or
EDGAR,
system.
All
our
Exchange
Act
reports
and
other
SEC
filings
will
be
available
through
the
EDGAR
system.
You
may
also
access
information
about
Yatra
through
our
corporate
website
https://www.yatra.com.
The
information
contained
in
both
websites
is
not
incorporated
by
reference
into
this
annual
report.

Subsidiary
Information

Not
applicable.

ITEM
11.

QUANTITATIVE
AND
QUALITATIVE
DISCLOSURES
ABOUT
MARKET
RISK

Credit Risk.

See
Note
40
to
our
audited
consolidated
financial
statements
included
elsewhere
in
this
Annual
Report
for
additional
information
relating
to
our
exposure
to
credit
risk.

Liquidity Risk.

145

Table
of
Contents

Based
on
our
past
performance
and
current
expectations,
we
believe
that
the
cash
and
cash
equivalent
and
cash
generated
from
operations
will
satisfy
the
working
capital
needs,
funding
of
operational
losses,
capital
expenditure,
commitments
and
other
liquidity
requirements
associated
with
our
existing
operations
through
at
least
the
next
12
months.
In
addition,
there
are
no
transactions,
arrangements
and
other
relationships
with
any
other
person
that
are
reasonably
likely
to
materially
affect
the
availability
of
the
requirement
of
capital
resources.
See
Note
40
to
our
audited
consolidated
financial
statements
included
elsewhere
in
this
Annual
Report
for
additional
information
relating
to
our
exposure
to
liquidity
risk.

Foreign Currency Risk.

Foreign
Currency
Risk
is
the
risk
that
the
fair
value
or
future
cash
flows
of
an
exposure
will
fluctuate
because
of
the
changes
in
foreign
exchange
rates.
The
Group
operates
through
subsidiaries
in
India,
Singapore
and
United
States.
The
functional
currency
of
these
subsidiaries
is
the
local
currency
in
the
respective
countries
and
accordingly
there
are
no
related
significant
foreign
currency
exposures.
The
Company
currently
does
not
have
any
hedging
agreements
or
similar
arrangements
with
any
counter-party
to
cover
its
exposure
to
any
fluctuations
in
foreign
exchange
rates.
The
Group's
exposure
to
the
risk
of
changes
in
foreign
exchange
rates
relates
primarily
to
the
Group's
operating
transactions
which
are
denominated
in
currency
other
than
subsidiary's
functional
currency
(foreign
currency
denominated
receivables
and
payables).
See
Note
40
to
our
audited
consolidated
financial
statements
included
elsewhere
in
this
Annual
Report
for
sensitivity
analysis
relating
to
our
exposure
to
foreign
currency
risk.

ITEM
12.

DESCRIPTION
OF
SECURITIES
OTHER
THAN
EQUITY
SECURITIES

Debt
Securities

Not
applicable.

Warrants
and
Rights

Not
applicable.

Other
Securities

Not
applicable.

American
Depositary
Shares

Not
applicable.

ITEM
13.

DEFAULTS,
DIVIDEND
ARREARAGES
AND
DELINQUENCIES

None.

PART
II

ITEM
14.

MATERIAL
MODIFICATIONS
TO
THE
RIGHTS
OF
SECURITY
HOLDERS
AND
USE
OF
PROCEEDS

A.-D. Material
Modifications
to
the
Rights
of
Security
Holders

146

Table
of
Contents

Use
of
Proceeds

On
June
26,
2018,
we
completed
a
follow-on
public
offering
in
which
we
offered
and
sold
an
aggregate
of
10,350,000
ordinary
shares,
including
1,350,000
ordinary
shares
sold
pursuant
to
the
underwriters'
full
exercise
of
their
option
to
purchase
additional
shares,
at
a
public
offering
price
of
$5.50
per
share.
The
aggregate
price
of
the
offering
amount
registered
and
sold
was
$56.9
million,
of
which
we
received
net
proceeds
of
$53.0
million.
None
of
the
transaction
expenses
included
payments
to
directors
or
officers
of
our
company
or
their
associates,
persons
owning
more
than
10%
or
more
of
our
equity
securities
or
our
affiliates.
None
of
the
net
proceeds
from
the
offering
were
paid,
directly
or
indirectly,
to
any
of
our
directors
or
officers
or
their
associates,
persons
owning
10%
or
more
of
our
equity
securities
or
our
affiliates.
Yatra
used
the
net
proceeds
from
the
offering
for
general
corporate
and
business
purposes
and
investments
in
its
direct
and
indirect
subsidiaries.The
effective
date
of
our
registration
statement
on
Form
F-3
(File
number:
333-224661)
was
May
24,
2018.
Citigroup
Global
Markets
Inc.
and
Jefferies
LLC
acted
as
joint
book-running
managers
for
the
offering.

ITEM
15.

CONTROLS
AND
PROCEDURES

Disclosure
Controls
and
Procedures

As
required
by
Rules
13a-15
and
15d-15
under
the
Exchange
Act,
management,
including
our
group
chief
executive
officer
and
our
group
chief
financial
officer,
has
evaluated
the
effectiveness
of
our
disclosure
controls
and
procedures
as
of
the
end
of
the
period
covered
by
this
Annual
Report.
Disclosure
controls
and
procedures
refer
to
controls
and
other
procedures
designed
to
ensure
that
information
required
to
be
disclosed
in
the
reports
we
file
or
submit
under
the
Exchange
Act
is
recorded,
processed,
summarized
and
reported,
within
the
time
periods
specified
in
the
rules
and
forms
of
the
SEC.
Disclosure
controls
and
procedures
include,
without
limitation,
controls
and
procedures
designed
to
ensure
that
information
required
to
be
disclosed
by
us
in
our
reports
that
we
file
or
submit
under
the
Exchange
Act
is
accumulated
and
communicated
to
management,
including
our
principal
executive
and
principal
financial
officers,
or
persons
performing
similar
functions,
as
appropriate
to
allow
timely
decisions
regarding
our
required
disclosure.

Based
on
their
evaluation
as
of
March
31,
2019,
our
group
chief
executive
officer
and
group
chief
financial
officer
have
concluded
that
our
disclosure
controls
and
procedures
were
effective
to
provide
reasonable
assurance
that
the
information
required
to
be
disclosed
in
filings
and
submissions
under
the
Exchange
Act,
is
recorded,
processed,
summarized,
and
reported
within
the
time
periods
specified
by
the
SEC's
rules
and
forms,
and
that
material
information
related
to
us
and
our
consolidated
subsidiaries
is
accumulated
and
communicated
to
management,
including
the
group
chief
executive
officer
and
group
chief
financial
officer,
as
appropriate
to
allow
timely
decisions
about
required
disclosures.

Management's
Report
on
Internal
Control
over
Financial
Reporting

Our
management
is
responsible
for
establishing
and
maintaining
adequate
internal
control
over
financial
reporting
as
defined
in
Rules
13a-15(f)
and
15d-15(f)
under
the
Exchange
Act.
Our
internal
control
over
financial
reporting
is
a
process
designed
by,
or
under
the
supervision
of,
our
Chief
Executive
Officer
and
Chief
Financial
Officer
and
effected
by
our
management
and
other
personnel
to
provide
reasonable
assurance
regarding
the
reliability
of
our
financial
reporting
and
the
preparation
of
our
financial
statements
for
external
reporting
purposes
in
accordance
with
International
Financial
Reporting
Standards,
or
IFRS,
as
issued
by
the
International
Accounting
Standards
Board,
or
IASB.
Our
internal
control
over
financial
reporting
includes
those
policies
and
procedures
that:

•

pertain
to
the
maintenance
of
records
that,
in
reasonable
detail,
accurately
and
fairly
reflect
the
transactions
and
dispositions
of
our
assets;

147

Table
of
Contents

•

provide
reasonable
assurance
that
transactions
are
recorded
as
necessary
to
permit
preparation
of
financial
statements
in
accordance
with
IFRS
as
issued
by
the
IASB,
and
that
our
receipts
and
expenditures
are
being
made
only
in
accordance
with
authorizations
of
our
management
and
directors;
and

provide
reasonable
assurance
regarding
prevention
or
timely
detection
of
unauthorized
acquisition,
use
or
disposition
of
our
assets
that
could
have
a
material
effect
on
the
financial
statements.

Because
of
its
inherent
limitations,
internal
control
over
financial
reporting
may
not
prevent
or
detect
misstatements.
Also,
projections
of
any
evaluation
of
effectiveness
to
future
periods
are
subject
to
the
risk
that
controls
may
become
inadequate
because
of
changes
in
conditions,
or
that
the
degree
of
compliance
with
the
policies
or
procedures
may
deteriorate.

Management
assessed
the
Company's
internal
control
over
financial
reporting
as
of
March
31,
2019,
the
end
of
the
Company's
fiscal
year.
Management
based
its
assessment
on
criteria
established
in
Internal
Control—Integrated
Framework
(COSO
Framework)
published
by
The
Committee
of
Sponsoring
Organizations
(COSO
2013).
Management's
assessment
included
evaluation
of
such
elements
as
the
design
and
operating
effectiveness
of
key
financial
reporting
controls,
process
documentation,
accounting
policies,
and
the
Company's
overall
control
environment.

Based
on
the
Company's
assessment,
management
has
concluded
that
the
Company's
internal
control
over
financial
reporting
was
effective,
as
of
the
end
of
the
fiscal
year,
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation
of
financial
statements
for
external
reporting
purposes
in
accordance
with
IFRS
as
issued
by
the
IASB.

On
February
8,
2019,
the
Company,
through
its
subsidiary,
Yatra
India
acquired
all
of
the
outstanding
shares
of
TCIL
pursuant
to
the
TCIL
Share
Purchase
Agreement
by
and
among
Yatra
Online
Private
Limited,
TCIL
and
the
sellers
party.
As
permitted
by
the
Securities
and
Exchange
Commission,
management
has
elected
to
exclude
TCIL
from
its
assessment
of
internal
controls
over
financial
reporting
as
of
March
31,
2019.
TCIL
constituted
approximately
1.39%
of
total
assets
and
0.08%
of
revenues,
respectively,
as
of
March
31,
2019.
Our
management
will
include
the
TCIL
in
its
evaluation
of
internal
control
over
financial
reporting
at
the
conclusion
of
fiscal
year
2019-20
(i.e.
the
fiscal
year
2020).
See
Note
1—Corporate
Information
and
Note
43—Business
Combination
of
the
Consolidated
Financial
Statements
for
a
discussion
of
the
acquisition.

Attestation
Report
of
the
Registered
Public
Accounting
Firm

Because
the
Company
is
an
"emerging
growth
company"
as
defined
in
the
Jobs
Act,
the
Company
will
not
be
required
to
comply
with
the
auditor
attestation
requirements
of
the
United
States
Sarbanes-Oxley
Act
of
2002
for
as
long
as
the
Company
remains
an
"emerging
growth
company,"
which
may
be
for
as
long
as
five
years
following
its
initial
registration
in
the
United
States.

Changes
in
Internal
Control
over
Financial
Reporting

During
the
period
covered
by
this
Annual
Report,
there
were
no
changes
in
our
internal
control
over
financial
reporting
that
have
materially
affected
or
are
reasonably
likely
to
materially
affect
our
internal
control
over
financial
reporting.

ITEM
16A.

AUDIT
COMMITTEE
FINANCIAL
EXPERT

Our
Board
of
Directors
has
determined
that
we
have
at
least
one
audit
committee
financial
expert
serving
on
the
audit
committee.
Murlidhara
Kadaba,
a
member
of
the
audit
committee,
is
an
audit
committee
financial
expert
and
"independent"
as
that
term
is
defined
in
the
Nasdaq
Listing
Rules.

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Table
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Contents

ITEM
16B.

CODE
OF
ETHICS

ITEM
16C.

PRINCIPAL
ACCOUNTANT
FEES
AND
SERVICES

Our
financial
statements
prepared
in
accordance
with
IFRS
as
issued
by
IASB
are
audited
by
Ernst
&
Young
Associates
LLP,
a
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
in
the
United
States.

Ernst
&
Young
Associates
LLP,
has
served
as
our
independent
registered
public
accountant
for
each
of
the
years
ended
March
31,
2019,
March
31,
2018
and
March
31,
2017
for
which
audited
statements
appear
in
this
Annual
Report.

The
following
table
shows
the
aggregate
fees
for
services
rendered
by
Ernst
&
Young
Associates
LLP
to
us,
including
our
subsidiaries,
in
fiscal
years
2019
and
2018.

Audit
fees
(audit
and
review
of
financial
statements)
Audit-related
fees
(including
fees
related
to
the
offerings
and
other
miscellaneous
audit-related

certifications)

Tax
fees
(other
certifications
and
tax
advisory
services)
Total

Fiscal

2018

2019

INR
29,705

INR
29,037

3,450

1,385

34,540

4,893

7,272

41,202

Audit Committee Pre-approval Process

Our
audit
committee
reviews
and
pre-approves
the
scope
and
the
cost
of
audit
services
related
to
us
and
permissible
non-audit
services
performed
by
the
independent
auditors,
other
than
those
for
de
minimis
services
which
are
approved
by
the
audit
committee
prior
to
the
completion
of
the
audit.

ITEM
16D.

EXEMPTIONS
FROM
THE
LISTING
STANDARDS
FOR
AUDIT
COMMITTEES

Not
applicable.

149

Table
of
Contents

ITEM
16E.

PURCHASES
OF
EQUITY
SECURITIES
BY
THE
ISSUER
AND
AFFILIATED
PURCHASERS

The
following
table
provides
information
about
purchases
by
us
during
fiscal
year
2019
of
our
outstanding
ordinary
shares,
par
value
$0.0001
per
share:

Period
Up
to
3/31/2018
4/1/2018
-
3/31/2019
4/1/2019
-
4/30/2019
5/1/2019
-
5/31/2019
6/1/2019
-
6/30/2019
Total

Total

Number

of
Shares

Purchased

18,892

NIL

18,892

Average
Price

Paid
Per
Share

INR
593.85

NIL

593.85

Total
Number
of

Purchased
as

Part
of
Publicly

Announced

Plans
or

Programs
11,219,014

NIL

11,219,014

Maximum
Number

(or
Approximate

Dollar
Value)
of

Shares
that
May
Yet

Be
Purchased

Under
the
Plans
or

Programs(1)

NIL

(1)

(2)

On
January
12,
2017,
the
Board
of
Directors
had
accorded
their
consent
to
purchase
the
outstanding
ordinary
shares,
par
value
$0.0001
per
share
of
the
Company
from
the
employees
and
grantees
in
order
to
settle
their
tax
obligations.
We
repurchased
18,892
ordinary
shares
at
an
average
price
of
approximately
INR
593.85
per
share
(excluding
broker
and
transaction
fees)
in
fiscal
year
2017,
respectively.

The
average
price
paid
per
share
excludes
broker
and
transaction
fees.

ITEM
16F.

CHANGE
IN
REGISTRANT'S
CERTIFYING
ACCOUNTANT

None.

ITEM
16G.

CORPORATE
GOVERNANCE

The
Nasdaq
Marketplace
Rules,
or
the
Nasdaq
Rules,
provide
that
foreign
private
issuers
may
follow
home
country
practice
in
lieu
of
the
corporate
governance
requirements
of
the
Nasdaq
Stock
Market
LLC,
subject
to
certain
exceptions
and
requirements
and
except
to
the
extent
that
such
exemptions
would
be
contrary
to
US
Federal
securities
laws
and
regulations.
To
date,
we
have
followed
and
intend
to
continue
to
follow
the
applicable
corporate
governance
standards
under
the
Nasdaq
Marketplace
Rules.

In
accordance
with
Rule
5250(d)(1)
under
Nasdaq
Marketplace
Rules,
we
will
post
this
Annual
Report
on
our
company
website
at
www.yatra.com .
In
addition,
we
will
provide
hard
copies
of
our
Annual
Report
free
of
charge
to
shareholders
upon
request.

ITEM
16H.

MINE
SAFETY
DISCLOSURE

Not
applicable.

ITEM
17.

FINANCIAL
STATEMENTS

See
"Item
18.
Financial
Statements"
for
a
list
of
the
financial
statements
filed
as
part
of
this
Annual
Report.

PART
III

150

Table
of
Contents

ITEM
18.

FINANCIAL
STATEMENTS

•

Our
consolidated
financial
statements
are
included
in
this
Annual
Report
at
pages
F-1
through
F-89.

ITEM
19.

EXHIBITS

The
following
exhibits
are
filed
as
part
of
this
Annual
Report:

1.1
Memorandum
and
Articles
of
Association
of
the
Registrant
as
in
effect
prior
to
this
offering
(incorporated
by

reference
to
Exhibit
D
to
Annex
A
to
the
Registrant's
Form
F-4/A
filed
on
November
15,
2016).

2.1
Warrant
Agreement,
dated
July
16,
2014,
between
Terrapin
3
Acquisition
Corporation
(n/k/a
Yatra
USA
Corp.)
and
Continental
Stock
Transfer
&
Trust
Company
(incorporated
by
reference
to
Exhibit
4.1
to
the
Registrant's
Form
F-
1/A
filed
on
February
9,
2017).

2.2
Assignment,
Assumption
and
Amendment
Agreement,
dated
December
16,
2016,
among
the
Registrant,
Terrapin
3

Acquisition
Corporation
and
Continental
Stock
Transfer
&
Trust
Company
(incorporated
by
reference
to
Exhibit
4.2
to
the
Registrant's
Form
F-1/A
filed
on
February
9,
2017).

4.1

4.2

Form
of
Subscription
Agreement
between
the
Registrant
and
the
Investors
party
thereto
(incorporated
by
reference
to
Exhibit
10.1
to
the
Registrant's
Form
F-4/A
filed
on
November
21,
2016).

2006
Share
Plan
of
the
Registrant,
and
forms
of
agreements
thereunder
(incorporated
by
reference
to
Exhibit
10.3
to
the
Registrant's
Form
F-4/A
filed
on
November
21,
2016).

4.3# Subscriber
Agreement
between
Yatra
Online
Private
Limited
and
InterGlobe
Technologies
Inc.,
dated
December
29,
2015
(incorporated
by
reference
to
Exhibit
10.4
to
the
Registrant's
Form
F-4/A
filed
on
November
15,
2016).

4.4
Amended
and
Restated
Business
Combination
Agreement
among
the
Registrant,
T3
Parent
Corp.,
T3
Merger
Sub
Corp.,
Terrapin
3
Acquisition
Corporation,
MIHI
LLC
and
Shareholder
Representative
Services
LLC,
dated
September
28,
2016
(incorporated
by
reference
to
Annex
A
to
the
proxy
statement/prospectus
forming
part
of
the
Registrant's
Form
F-4/A
filed
on
November
21,
2016).

4.5
Letter
Agreement,
dated
September
27,
2016,
among
Yatra
Online,
Inc.,
a
Cayman
Islands
exempted
company

limited
by
shares,
Dhruv
Shringi,
E-18
Limited,
Capital18
Fincap
Private
Limited,
Haresh
Chawla,
Harshal
Shah,
IDG
Ventures
India
Fund
II
LLC,
Pandara
Trust
Scheme
I,
Intel
Capital
Corporation,
Macquarie
Corporate
Holdings
Pty
Limited,
Manish
Amin,
Norwest
Venture
Partners
IX,
LP,
Norwest
Venture
Partners
X,
LP,
Rajasthan
Trustee
Company
Pvt
Ltd
A/c
SME
Tech
Fund
RVCF
Trust
II,
Reliance
Capital
Limited,
Valiant
Capital
Master
Fund
LP,
Valiant
Capital
Partners
LP,
Vertex
Asia
Fund
Pte.
Ltd.
and
Wortal,
Inc.
(incorporated
by
reference
to
Exhibit
10.17
to
the
Registrant's
Form
F-4/A
filed
on
November
15,
2016).

151

Table
of
Contents

4.6
Repurchase
Agreement,
dated
September
28,
2016,
among
Yatra
Online,
Inc.,
a
Cayman
Islands
exempted

company
limited
by
shares,
E-18
Limited,
Capital18
Fincap
Private
Limited,
IDG
Ventures
India
Fund
II
LLC,
Pandara
Trust
Scheme
I,
Intel
Capital
Corporation,
Macquarie
Corporate
Holdings
Pty
Limited,
Norwest
Venture
Partners
IX,
LP,
Norwest
Venture
Partners
X,
LP,
Rajasthan
Trustee
Company
Pvt
Ltd
A/c
SME
Tech
Fund
RVCF
Trust
II,
Reliance
Capital
Limited,
SVB
Financial
Group,
Valiant
Capital
Master
Fund
LP,
Valiant
Capital
Partners
LP
and
Vertex
Asia
Fund
Pte.
Ltd.
(incorporated
by
reference
to
Exhibit
10.18
to
the
Registrant's
Form
F-
4/A
filed
on
November
21,
2016).

4.7

Support
Agreement,
dated
September
28,
2016,
among
Yatra
Online,
Inc.,
a
Cayman
Islands
exempted
company
limited
by
shares,
Dhruv
Shringi,
E-18
Limited,
Capital18
Fincap
Private
Limited,
Haresh
Chawla,
Harshal
Shah,
IDG
Ventures
India
Fund
II
LLC,
Pandara
Trust
Scheme
I,
Intel
Capital
Corporation,
Macquarie
Corporate
Holdings
Pty
Limited,
Manish
Amin,
Norwest
Venture
Partners
IX,
LP,
Norwest
Venture
Partners
X,
LP,
Rajasthan
Trustee
Company
Pvt
Ltd
A/c
SME
Tech
Fund
RVCF
Trust
II,
Reliance
Capital
Limited,
SVB
Financial
Group,
Valiant
Capital
Master
Fund
LP,
Valiant
Capital
Partners
LP,
Vertex
Asia
Fund
Pte.
Ltd.
and
Wortal,
Inc.
(incorporated
by
reference
to
Exhibit
10.19
to
the
Registrant's
Form
F-4/A
filed
on
November
21,
2016).

4.8

Share
Subscription
Cum
Shareholders
Agreement,
dated
April
29,
2015,
among
Yatra
Online
Private
Limited,
IL
&
FS
Trust
Company
Limited
acting
as
trustee
for
Pandara
Trust
Scheme
I,
Capital18
Fincap
Private
Limited
and
Yatra
Online,
Inc.,
a
Cayman
Islands
exempted
company
limited
by
shares
(incorporated
by
reference
to
Exhibit
10.20
to
the
Registrant's
Form
F-4/A
filed
on
November
21,
2016).

4.9
Exchange
and
Support
Agreement,
dated
December
16,
2016,
by
and
among
the
Registrant,
Yatra
USA
Corp.
and

the
holders
of
Class
F
Common
Stock
party
thereto
(incorporated
by
reference
to
Exhibit
10.1
to
the
Registrant's
Report
of
Foreign
Private
Issuer
on
Form
6-K
filed
on
December
22,
2016).

4.10
Letter
Agreement,
dated
as
of
December
15,
2016,
by
and
among
the
Registrant,
Dhruv
Shringi,
Manish
Amin,
Harshal
Shah,
Haresh
Chawla,
Wortal,
Inc.,
Norwest
Venture
Partners
X,
LP,
Norwest
Venture
Partners
IX,
LP,
Vertex
Asia
Fund
Pte.
Ltd.,
Rajasthan
Trustee
Company
Pvt
Ltd
A/c
SME
Tech
Fund
RVCF
Trust
II,
IDG
Ventures
India
Fund
II
LLC,
Reliance
Capital
Limited,
E-18
Limited,
Intel
Capital
Corporation,
Valiant
Capital
Master
Fund
LP,
Valiant
Capital
Partners
LP,
Capital18
Fincap
Private
Limited,
Pandara
Trust
Scheme
I,
and
Macquarie
Corporate
Holdings
Pty
Limited
(incorporated
by
reference
to
Exhibit
4.10
to
the
Registrant's
Annual
Report
on
Form
20-F
filed
on
July
31,
2018).

4.11

Forward
Purchase
Contract
Amendment,
dated
as
of
December
16,
2016,
among
the
Registrant,
MIHI
LLC
and
Yatra
USA
Corp.
(incorporated
by
reference
to
Exhibit
10.2
to
the
Registrant's
Report
of
Foreign
Private
Issuer
on
Form
6-K
filed
on
December
22,
2016).

4.12
Letter
Agreement,
dated
as
of
December
16,
2016,
by
and
among
the
Registrant,
Yatra
USA
Corp.,
MIHI
LLC,

Apple
Orange
LLC,
Noyac
Path
LLC,
Periscope,
LLC,
Terrapin
Partners
Employee
Partnership
3
LLC,
Terrapin
Partners
Green
Employee
Partnership,
LLC,
Jonathan
Kagan,
George
Brokaw
and
Victor
Mendelson
(incorporated
by
reference
to
Exhibit
10.3
to
the
Registrant's
Report
of
Foreign
Private
Issuer
on
Form
6-K
filed
on
December
22,
2016).

152

Table
of
Contents

4.13

2016
Stock
Option
and
Incentive
Plan
and
forms
of
agreements
thereunder
(incorporated
by
reference
to
Exhibit
10.2
to
the
Registrant's
Form
S-8
filed
on
June
5,
2017).

4.14
Term
Loan
Agreement,
dated
September
12,
2017,
by
and
among
the
Registrant,
Asia
Consolidated
DMC
Pte.
Ltd.

and
Innoven
Capital
Singapore
Pte.
Ltd.
(incorporated
by
reference
to
Exhibit
10.28
to
the
Registrant's
Form
F-1
filed
on
December
19,
2017).

4.15
Term
Loan
Agreement,
dated
September
12,
2017,
by
and
among
the
Registrant,
Yatra
Online
Private
Limited
and
Innoven
Capital
India
Private
Limited
(incorporated
by
reference
to
Exhibit
10.29
to
the
Registrant's
Form
F-1
filed
on
December
19,
2017).

4.16

4.17

Indenture
for
Senior
Debt
Securities,
dated
May
3,
2018
between
the
Registrant
and
Computershare
Trust
Company,
N.A.,
as
Trustee
(incorporated
by
reference
to
Exhibit
4.5
to
the
Registrant's
Form
F-3
filed
on
May
3,
2018).

Indenture
for
Subordinated
Debt
Securities,
dated
May
3,
2018
between
the
Registrant
and
Computershare
Trust
Company,
N.A.,
as
Trustee
(incorporated
by
reference
to
Exhibit
4.6
to
the
Registrant's
Form
F-3
filed
on
May
3,
2018).

4.18

Investor
Rights
Agreement,
dated
December
16,
2016,
between
the
Registrant
and
the
Investors
party
thereto
(incorporated
by
reference
to
Exhibit
4.22
to
the
Registrant's
Form
F-3
filed
on
May
3,
2018).

4.19
Letter
of
Arrangement,
dated
December
17,
2015,
by
and
between
Air
Travel
Bureau
Ltd.
and
State
Bank
of
India

(incorporated
by
reference
to
Exhibit
4.23
to
the
Registrant's
Form
F-3
filed
on
May
3,
2018).

4.20
Working
Capital
Facility
Agreement,
dated
June
22,
2017,
between
Yatra
Online
Private
Limited
and
ICICI
Bank

Limited
(incorporated
by
reference
to
Exhibit
4.24
to
the
Registrant's
Form
F-3
filed
on
May
3,
2018).

4.21
Deed
of
Hypothecation,
dated
September
12,
2017,
by
and
between
Innoven
Capital
India
Private
Limited
and

Yatra
Online
Private
Limited
(incorporated
by
reference
to
Exhibit
4.25
to
the
Registrant's
Form
F-3
filed
on
May
3,
2018).

4.22
Unconditional
Guarantee,
dated
September
12,
2017,
by
and
among
Yatra
Online,
Inc.,
Innoven
Capital
India

Private
Limited
and
Yatra
Online
Private
(incorporated
by
reference
to
Exhibit
4.26
to
the
Registrant's
Form
F-3
filed
on
May
3,
2018).

4.23
Advertisement
Agreement,
dated
January
11,
2019,
between
Bennett,
Coleman
and
Company
Limited
and
Yatra
Online
Private
Limited
(incorporated
by
reference
to
Exhibit
99.2
to
the
Registrant's
Foreign
Report
on
Form
6-K
filed
on
January
31,
2019).

4.24
Non
Convertible
Debenture
Subscription
Agreement
dated
January
11,
2019
between
Benett,
Coleman
and

Company
Limited,
Yatra
Online
Private
Limited
and
Yatra
Online,
Inc.
(incorporated
by
reference
to
Exhibit
99.3
to
the
Registrant's
Report
of
Foreign
Private
Issuer
on
Form
6-K
filed
on
January
31,
2019).

4.25† Merger
Agreement,
by
and
among
Ebix,
Inc.,
EbixCash
Travels,
Inc.
and
Yatra
Online,
Inc.,
dated
as
of
July
16,
2019
(incorporated
by
reference
to
Exhibit
2.1
to
the
Registrant's
Report
of
Foreign
Private
Issuer
on
Form
6-K
filed
on
July
17,
2019).

8.1
List
of
significant
subsidiaries
of
Yatra
Online,
Inc.
(incorporated
by
reference
to
Exhibit
21.1
to
the
Registrant's

Form
F-1
filed
on
January
23,
2017)

12.1* Certification
by
the
Chief
Executive
Officer
pursuant
to
17
CFR
240.
15d-14(a),
as
adopted
pursuant
to
Section
302

of
the
Sarbanes-Oxley
Act
of
2002.

153

Table
of
Contents

12.2* Certification
by
the
Chief
Financial
Officer
pursuant
to
17
CFR
240.
15d-14(a),
as
adopted
pursuant
to
Section
302

of
the
Sarbanes-Oxley
Act
of
2002.

13.1** Certification
by
the
Chief
Executive
Officer
pursuant
to
18
U.S.C.
Section
1350,
as
adopted
pursuant
to

Section
906
of
the
Sarbanes-Oxley
Act
of
2002.

13.2** Certification
by
the
Chief
Financial
Officer
pursuant
to
18
U.S.C.
Section
1350,
as
adopted
pursuant
to
Section
906

of
the
Sarbanes-Oxley
Act
of
2002.

15.1* Consent
of
Ernst
&
Young
Associates
LLP,
independent
registered
public
accounting
firm.

101.INS
XBRL
Instance
Document

101.SCH
XBRL
Taxonomy
Extension
Schema
Document

101.CAL
XBRL
Taxonomy
Extension
Calculation
Linkbase
Document

101.DEF
XBRL
Taxonomy
Extension
Definition
Linkbase
Document

101.LAB
XBRL
Taxonomy
Extension
Label
Linkbase
Document

101.PRE
XBRL
Taxonomy
Extension
Presentation
Linkbase
Document

Notes:

†

Filed
herewith

Furnished
herewith

Confidential
treatment
requested

Schedules
and
other
similar
attachments
have
been
omitted
pursuant
to
Item
601(b)(2)
of
Regulation
S-K.
The
registrant
hereby
undertakes
to
furnish
supplemental
copies
of
any
of
the
omitted
schedules
and
other
similar
attachments
upon
request
by
the
Securities
and
Exchange
Commission.

154

Table
of
Contents

The
registrant
hereby
certifies
that
it
meets
all
of
the
requirements
for
filing
on
Form
20-F
and
that
it
has
duly
caused
and
authorized
the
undersigned
to
sign
this
Annual
Report
on
its
behalf.

Date:
July
31,
2019

SIGNATURES

YATRA
ONLINE,
INC.

By:
/s/
DHRUV
SHRINGI

Name:
Dhruv
Shringi

Title:

Chief Executive Officer

155

Table
of
Contents

INDEX
TO
FINANCIAL
STATEMENTS

YATRA
ONLINE,
INC
.

For
the
Years
Ended
March
31,
2017,
2018
and
2019
Report
of
Independent
Registered
Public
Accounting
Firm
Consolidated
statement
of
profit
or
loss
and
other
comprehensive
(loss)
for
the
year
ended
March
31,
2019
Consolidated
statement
of
financial
position
as
of
March
31,
2019
Consolidated
statement
of
changes
in
equity
for
the
year
ended
March
31,
2019
Consolidated
statement
of
cash
flows
for
the
year
ended
March
31,
2019
Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019

F-2
F-3
F-4
F-5
F-8
F-9

F-1

Table
of
Contents

To
the
Shareholders
and
the
Board
of
Directors
of
Yatra
Online,
Inc.

Opinion
on
the
Financial
Statements

Report
of
Independent
Registered
Public
Accounting
Firm

We
have
audited
the
accompanying
consolidated
statement
of
financial
position
of
Yatra
Online,
Inc.
(the
Company)
as
of
March
31,
2019
and
2018,
the
related
consolidated
statements
of
profit
or
loss
and
other
comprehensive
loss,
changes
in
equity
and
cash
flows
for
each
of
the
three
years
in
the
period
ended
March
31,
2019,
and
the
related
notes
(collectively
referred
to
as
the
"consolidated
financial
statements").
In
our
opinion,
the
consolidated
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Company
at
March
31,
2019
and
2018,
and
the
results
of
its
operations
and
its
cash
flows
for
each
of
the
three
years
in
the
period
ended
March
31,
2019,
in
conformity
with
International
Financial
Reporting
Standards
as
issued
by
the
International
Accounting
Standards
Board.

Basis
for
Opinion

These
financial
statements
are
the
responsibility
of
the
Company's
management.
Our
responsibility
is
to
express
an
opinion
on
the
Company's
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Company
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.

We
conducted
our
audits
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
The
Company
is
not
required
to
have,
nor
were
we
engaged
to
perform,
an
audit
of
its
internal
control
over
financial
reporting.
As
part
of
our
audits
we
are
required
to
obtain
an
understanding
of
internal
control
over
financial
reporting
but
not
for
the
purpose
of
expressing
an
opinion
on
the
effectiveness
of
the
Company's
internal
control
over
financial
reporting.
Accordingly,
we
express
no
such
opinion.

Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.

/s/
Ernst
&
Young
Associates
LLP

We
have
served
as
the
Company's
auditor
since
2015.

Gurugram,
India

July
31,
2019

F-2

Table
of
Contents

Yatra
Online,
Inc.

Consolidated
statement
of
profit
or
loss
and
other
comprehensive
loss

for
the
year
ended
March
31,
2019

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

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
Listing
and
related
expenses
Change
in
fair
value
of
warrants—gain/(loss)
Loss
before
taxes
Tax
expense
Loss
for
the
year
Other
comprehensive
income/
(loss)
Items
not
to
be
reclassified
to
profit
or
loss
in
subsequent
years
(net
of
taxes)

Remeasurement
loss
on
defined
benefit
plan

Items
that
are
or
may
be
reclassified
subsequently
to
profit
or
loss
(net
of

taxes)

Notes

2017
INR

2018
INR

March
31,

INR

2019

USD
(refer
to
note
2.4)

8
9

9,036,286

320,527

9,356,813

25,282

11,746,416

502,097

12,248,513

90,001

4,179,486

2,115,308

2,457,242

2,217,887

275,587

(1,863,415)
(9,441)
139,158

(149,863)
(4,242,526)
230,111

(5,895,976)
(40,987)
(5,936,963)

4,930,757

2,902,840

4,153,920

3,285,530

425,600

(3,360,133)
(10,559)
91,912

(153,056)
—

(563,253)
(3,995,089)
(56,887)
(4,051,976)

8,420,104

938,476

9,358,580

263,785

4,282,803

2,550,214

809,996

3,975,805

581,746

(2,578,199)
(12,772)
41,310

(263,290)
—

1,667,193

(1,145,758)
(47,837)
(1,193,595)

121,748

13,570

135,318

3,814

61,926

36,874

11,712

57,487

8,412

(37,279)
(185)
597

(3,807)
—

24,106

(16,568)
(692)
(17,260)

(8,140)

(4,860)

(5,526)

(80)

Foreign
currency
translation
differences
gain/(loss)
Other
comprehensive
income
/
(loss)
for
the
year,
net
of
tax
Total
comprehensive
loss
for
the
year,
net
of
tax
Loss
attributable
to:
Owners
of
the
Parent
Company
Non-controlling
interest
Loss
for
the
year
Total
comprehensive
loss
attributable
to:
Owners
of
the
Parent
Company
Non-controlling
interest
Total
comprehensive
loss
for
the
year
Loss
per
share
Basic
Diluted

44,997

36,857

(5,900,106)

(5,901,483)
(35,480)
(5,936,963)

(5,864,482)
(35,624)
(5,900,106)

(9,879)
(14,739)
(4,066,715)

(4,834)
(10,360)
(1,203,955)

(3,993,140)
(58,836)
(4,051,976)

(1,148,203)
(45,392)
(1,193,595)

(4,007,784)
(58,931)
(4,066,715)

(1,158,484)
(45,471)
(1,203,955)

(237.89)
(237.89)

(116.41)
(116.41)

(26.37)
(26.95)

(70)
(150)
(17,410)

(16,604)
(656)
(17,260)

(16,753)
(657)
(17,410)

(0.38)
(0.39)

The
accompanying
notes
are
an
integral
part
of
the
consolidated
financial
statements

F-3

Table
of
Contents

Yatra
Online,
Inc.

Consolidated
statement
of
financial
position
as
at
March
31,
2019

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

Notes

March
31,
2018

INR

March
31,
2019

USD
(refer
to
Note
2.4)

Assets
Non-current
assets
Property,
plant
and
equipment
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
Accumulated
deficit
Other
capital
reserve
Foreign
currency
translation
reserve
Total
equity
attributable
to
equity
holders
of
the
Company
Total
non-controlling
interest
Total
equity
Non-current
liabilities
Borrowings
Trade
and
other
payables
Deferred
tax
liability
Employee
benefits
Deferred
revenue
Other
financial
liabilities
Other
non-financial
liability
Total
non-current
liabilities

Current
liabilities
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

241,694

2,225,263

11,238

62,259

6,187

116,939

102,649

2,766,229

155,434

2,236,481

7,866

30,631

23,548

254,914

123,169

2,832,043

23,175

3,976,751

977,822

321,893

79,887

1,005,957

2,465,073

8,850,558

11,616,787

3,807

4,921,270

899,908

495,583

232,287

1,005,985

2,161,014

9,719,854

12,551,897

638

14,962,615

(30,084)
(16,002,266)
832,964

11,215

(224,918)
(361)
(225,279)

713

18,884,105

(11,219)

(17,256,409)
735,988

6,571

2,359,749

19,421

2,379,170

359,969

—

44,460

73,322

599,612

5,815

1,083,262

24,587

3,097

42,503

81,849

96,392

2,303

250,825

491,860

5,049,630

81,311

871,098

2,755

3,016,203

1,245,947

10,758,804

11,842,066

11,616,787

1,151,818

5,264,949

97,156

579,319

4,080

1,756,203

1,068,377

9,921,902

10,172,727

12,551,897

2,247

32,338

114

443

340

3,686

1,781

40,949

71,158

13,012

7,166

3,358

14,546

31,247

140,542

181,491

273,050

(162)
(249,514)
10,642

34,120

281

34,401

356

615

1,183

1,394

3,627

16,654

76,127

1,405

8,377

25,393

15,448

143,463

147,090

181,491

The
accompanying
notes
are
an
integral
part
of
the
consolidated
financial
statements

F-4

Table
of
Contents

Yatra
Online,
Inc.

Consolidated
statement
of
changes
in
equity

for
the
year
ended
March
31,
2019

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

Equity

capital

(Note
29)

Equity

premium

(Note
29)

Preference

capital

(Note
29)

Preference

premium

(Note
29)

Treasury

(Note
29)

Accumulated

deficit

Other

capital

reserve

(Note
30)

Foreign

currency

translation

reserve

Non

controlling

Interest

Total

Equity

Total

Balance
as
at
March
31,
2016

121,203

196

6,179,568

—

(6,023,690)

174,820

(22,652)

429,472

11,586

441,058

Loss
for
the
year

—

(5,901,483)

—

(5,901,483)

(35,480)
(5,936,963)

Other

comprehensive
loss

Foreign
currency
translation
differences
Remeasurement

loss
on
defined
benefit
plan

Total
other

comprehensive
loss
Total

comprehensive
loss

Share-based
payments
Exercise
of
options

Issue
of
treasury

Purchase
of
own

shares
Issue
of
share
capital

Capital

transaction
involving
the
issuance
of
shares
pursuant
to
business
combination
(Refer
to
note
43)

Preference
shares
converted
into
ordinary
shares

Transaction
cost

(Refer
to
note
43)
Contingent
dividend
Change
in
non
controlling
interest*

Total

contribution
by
owners
Balance
as
at
March
31,
2017

—

44,997

—

44,997

—

(7,996)

—

(7,996)

(144)

(8,140)

—

(7,996)

—

44,997

37,001

(144)

36,857

—

(5,909,479)

—

44,997

(5,864,482)

(35,624)
(5,900,106)

—

24,502

50,381

—

1,670,878

—

8,614

578,318

—

586,932

—

586,932

—

7,230

—

(19,690)

(74)

11,969

—

(50,382)

—

(11,219)

—

11,969

—

(11,219)

—

(11,219)

—

1,670,896

—

1,670,896

6,474,085

—

6,474,133

—

6,474,133

538

6,179,226

(196)
(6,179,568)

—

(81,339)

—

(2,755)

—

(81,339)

—

(81,339)

—

(2,755)

—

(2,755)

—

(76,120)

—

(76,120)

76,120

—

606

14,317,733

(196)
(6,179,568)

(54,371)

(70,261)

558,628

(74)
8,572,497

76,120

8,648,617

633

14,438,936

—

(54,371)

(12,003,430)

733,448

22,271

3,137,487

52,082

3,189,569

Change
in
non
controlling
interest
represents
shares
of
a
subsidiary
issued
to
the
Parent
Company;
the
percentage
holding
of
the
Parent
is
98.20%
as
of
March
31,
2017
(97.85%—
March
31,
2016)

The
accompanying
notes
are
an
integral
part
of
the
consolidated
financial
statements

F-5

Table
of
Contents

Balance
as
at

April
1,
2017

Loss
for
the
year
Other

comprehensive
loss

Foreign
currency
translation
differences
Remeasurement

loss
on
defined
benefit
plan

Total
other

comprehensive
loss
Total

comprehensive
loss

Share-based
payments
Transaction
with

equity
shareholders

Exercise
of
options
Issuance
of
warrants
Contingent
dividend
Change
in
non
controlling
interest*

Total

contribution
by
owners
Balance
as
at
March
31,
2018

Yatra
Online,
Inc.

Consolidated
statement
of
changes
in
equity

for
the
year
ended
March
31,
2019
(Continued)

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

Attributable
to
shareholders
of
the
Parent
Company

Equity

capital

(Note
29)

Equity

premium

(Note
29)

Treasury

(Note
29)

Accumulated

deficit

Other

capital

reserve

(Note
30)

Foreign

currency

translation

reserve

Non

controlling

Interest

Total

Equity

Total

633

—

14,438,936

—

(54,371)
—

(12,003,430)
(3,993,140)

733,448

—

22,271

—

3,137,487

(3,993,140)

52,082

(58,836)

3,189,569

(4,051,976)

—

(112,406)

—

636,085

24,287

—

(4,765)

(3,997,905)

—

(9,879)

—

(9,879)

—

(4,765)

(95)

(4,860)

(9,879)

(14,644)

(95)

(14,739)

(9,879)

(4,007,784)

(58,931)

(4,066,715)

2,802

727,118

—

729,920

—

2,755

(6,488)

—

(112,406)

(650,860)

(1,177)

23,258

—

8,340

23,258

2,755

—

729,920

(112,406)

8,340

23,258

2,755

(6,488)

6,488

—

523,679

24,287

(931)

99,516

(1,177)

645,379

6,488

651,867

638

14,962,615

(30,084)

(16,002,266)

832,964

11,215

(224,918)

(361)

(225,279)

Change
in
non
controlling
interest
represents
shares
of
a
subsidiary
issued
to
the
Parent
Company.
The
percentage
holding
of
the
parent
is
98.22%
as
of
March
31,
2018
(98.20%
as
of
March
31,
2017)
(refer
to
Note
6)

The
accompanying
notes
are
an
integral
part
of
the
consolidated
financial
statements

F-6

Table
of
Contents

Yatra
Online,
Inc.

Consolidated
statement
of
changes
in
equity

for
the
year
ended
March
31,
2019
(Continued)

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

Attributable
to
shareholders
of
the
Parent
Company

Equity

capital

(Note
29)

Equity

premium

(Note
29)

Treasury

(Note
29)

Accumulated

deficit

Other

capital

reserve

(Note
30)

Foreign

currency

translation

reserve

Non-

controlling

interest

Total

Equity

Total

638

14,962,615

(30,084)

(16,002,266)

832,964

11,215

(224,918)

(361)

(225,279)

—

(38,110)

—

(38,110)

—

(38,110)

638

—

14,962,615

—

(30,084)
—

(16,040,376)
(1,148,203)

832,964

—

11,215

—

(263,028)
(1,148,203)

(361)
(45,392)

(263,389)
(1,193,595)

—

357,981

3,667,843

(104,334)

—

650

18,215

—

(5,447)

(1,153,650)

—

2,870

279,363

—

(65,253)

(376,339)
—

—

(4,834)

—

(4,834)

—

(5,447)

(79)

(5,526)

(4,834)

(10,281)

(79)

(10,360)

(4,834)

(1,158,484)

(45,471)

(1,203,955)

—

190

—

282,883

3,667,914

(104,334)

—

282,883

3,667,914

(104,334)

—

(65,253)

65,253

—

3,921,490

18,865

(62,383)

(96,976)

190

3,781,261

65,253

3,846,514

713

18,884,105

(11,219)

(17,256,409)

735,988

6,571

2,359,749

19,421

2,379,170

Balance
as
at

April
1,
2018

Effect
of
adoption

of
new
accounting
standards
(Refer
to
Note
2.2)

Balance
as
at

April
1,
2018

Loss
for
the
year

Other

comprehensive
loss

Foreign
currency
translation
differences
Remeasurement

loss
on
defined
benefit
plan

Total
other

comprehensive
loss
Total

comprehensive
loss

Share-based
payments
Exercise
of
options

Issuance
of
shares

Cost
of
issuance
of
shares
Change
in
non-
controlling
interest*

Total

contribution
by
owners
Balance
as
at
March
31,
2019

Change
in
non-controlling
interest
represents
shares
of
a
subsidiary
issued
to
the
Parent
Company.
The
percentage
holding
of
the
parent
is
98.53%
as
of
March
31,
2019
(98.22%
as
of
March
31,
2018),
(refer
to
Note
6).

The
accompanying
notes
are
an
integral
part
of
the
consolidated
financial
statements

F-7

Table
of
Contents

Yatra
Online,
Inc.

Consolidated
statement
of
cash
flows
for
the
year
ended
March
31,
2019

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

Cash
flows
from
operating
activities:
Loss
before
tax

Adjustments
to
reconcile
loss
before
tax
to
net
cash
flows:
Depreciation
and
amortization
Listing
and
related
expenses
Contingent
dividend
Change
in
fair
value
of
contingent
consideration
Finance
income
Finance
costs
Unrealized
foreign
exchange
loss/(gain)

Loss/(gain)
on
disposal
of
property,
plant
and
equipment
Change
in
fair
value
of
warrants
Excess
provision
written
back
Advances/provision
written
off
Trade
and
other
receivables
provision
/
written-off
Share
of
loss
of
a
joint
venture
Share-based
payment
expense
Working
capital
changes:
Increase
in
trade
and
other
receivables
Decrease/
(increase)
in
inventories
Increase/
(decrease)
in
trade
and
other
payables

Direct
taxes
paid
(net
of
refunds)
Net
cash
used
in
operating
activities
Cash
flows
from
investing
activities:
Acquisition
of
business
(net
of
cash
acquired)
Investment
in
joint
venture
Purchase
of
property,
plant
and
equipment
Proceeds
from
sale
of
property,
plant
and
equipment
Purchase/development
of
intangible
assets
Investment
in
term
deposits
Proceeds
from
term
deposits
Interest
received
Net
cash
from/(used
in)
investing
activities
Cash
flows
from
financing
activities:
Issuance
of
shares
pursuant
to
Business
Combination
(net
of
transaction
cost)
Purchase
of
own
shares

Proceeds
from
issue
of
share
capital
(net
of
cost
of
issuance
of
shares)
Transaction
with
equity
shareholders
Proceeds
of
borrowings
Repayment
of
borrowings
Repayment
of
vehicle
loan
Interest
paid
on
term
loan
Interest
paid
on
vehicle
loan
Interest
paid
on
bank
overdraft
Net
cash
from
financing
activities
Net
increase/
(decrease)
in
cash
and
cash
equivalents

Effect
of
exchange
differences
on
cash
and
cash
equivalents
Cash
and
cash
equivalents
at
the
beginning
of
the
year
Closing
cash
and
cash
equivalents
at
the
end
of
the
year
Components
of
cash
and
cash
equivalents:
Cash
on
hand
Balances
with
banks
On
current
account
On
deposit
accounts
Cash
in
transit
Credit
card
collection
in
hand
Total
cash
and
cash
equivalents
Less:
Bank
overdrafts
Total
cash
and
cash
equivalents

Notes

2017
INR

March
31

2018
INR

2019

INR

USD

(5,895,976)

(3,995,089)

(1,145,758)

(16,568)

10,19

275,587

4,069,760

292

—

(134,097)
119,331

4,205

(622)
(230,111)
(43,790)
12,047

80,193

9,441

586,932

(889,875)
(3,086)
508,345

425,600

—

(292)
294,344

(83,041)
125,342

(4,392)

(1,370)
563,253

(42,614)
11,703

119,388

10,559

729,920

(824,920)
(4,006)
1,898,796

581,746

—

485,282

(39,486)
147,705

(15,866)

(5,050)
(1,667,193)
(31,832)
10,299

304,663

12,772

282,883

(1,316,454)
20,142

(920,858)

(58,396)
(1,589,820)

(105,122)
(881,941)

(245,129)
(3,542,134)

—

(3,000)
(65,055)
2,975

(408,643)
(10,292,660)
8,374,026

11,829

(2,380,528)

(353,457)
—

(223,215)
2,297

(353,061)
(5,262,906)
7,404,456

6,945

1,221,059

(253,448)
—

(30,157)
10,553

(394,147)
(2,634,374)
2,640,748

10,500

(650,325)

8,412

—

7,017

(571)
2,135

(230)

(73)
(24,106)
(460)
149

4,405

185

4,090

(19,035)
291

(13,315)

(3,544)
(51,218)

(3,665)
—

(437)
153

(5,699)
(38,091)
38,184

152

(9,403)

—

3,970,168

(11,219)

1,675,773

—

(436,210)
(15,480)
(29,969)
(3,308)
(14,143)
5,135,612

1,165,264

(22,299)
389,664

1,532,629

5,801

(112,406)
1,400,239

(595,734)
(17,804)
(61,906)
(4,092)
(36,916)
577,182

916,300

16,144

1,532,629

2,465,073

3,563,630

—

(502,362)
(24,312)
(72,281)
(4,830)
(55,265)
2,904,580

(1,287,879)

186,477

2,465,073

1,363,671

1,105

2,511

2,859

1,230,028

—

30,371

271,125

1,532,629

—

1,532,629

2,218,400

11,098

23,902

209,162

2,465,073

—

2,465,073

1,756,322

—

11,498

390,335

2,161,014

(797,343)
1,363,671

51,527

—

(7,264)
(352)
(1,045)
(70)
(799)
41,997

(18,624)

2,697

35,643

19,716

—

25,395

—

166

5,645

31,247

(11,531)
19,716

The
accompanying
notes
are
an
integral
part
of
the
consolidated
financial
statements.

F-8

Table
of
Contents

1.
Corporate
information

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019

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

Yatra
Online,
Inc.
(the
"Parent
Company")
together
with
its
subsidiaries
(collectively,
"the
Company"
or
the
"Group")
and
equity
accounted
investee
is
primarily
engaged
in
the
business
of
selling
travel
products
and
solutions
in
India
and
Singapore.
The
Group
offers
its
customers
the
entire
range
of
travel
services
including
ticketing,
tours
and
packages
and
reservations
for
hotels.
The
Parent
Company
is
domiciled
and
incorporated
in
Cayman
Islands;
the
registered
office
is
located
at
Maples
Corporate
Services
Limited,
PO
Box-309,
Ugland
House,
Grand
Cayman,
KYI-1104
Cayman
Islands.
Information
on
the
Group
structure
is
provided
in
Note
6.

On
July
13,
2016,
the
Parent
Company
entered
into
a
business
combination
agreement
with
NASDAQ
listed
Terrapin
3
Acquisition
Corporation
("Terrapin"
or
"TRTL").
Terrapin
was
a
special
purpose
acquisition
company
formed
for
the
purpose
of
effecting
a
merger,
acquisition,
or
similar
business
combination.
Terrapin
raised
INR
14,111,708
(USD
212,750)
in
its
IPO
in
July,
2014.
Subsequently
TRTL
was
restructured
by
formation
of
TRTL
parent
and
TRTL
subsidiary
(collectively
referred
to
as
TRTL).
On
December
16,
2016,
the
business
combination
was
completed
pursuant
to
the
terms
of
the
Amended
and
Restated
Business
Combination
Agreement,
dated
as
of
September
28,
2016
and
consequently,
TRTL
parent
merged
with
and
into
the
Parent
Company.
Refer
to
Note
43.

2.
Significant
accounting
policies

2.1

Basis
of
preparation

The
consolidated
financial
statements
for
March
31,
2019
have
been
prepared
in
accordance
with
International
Financial
Reporting
Standards
(IFRS)
as
issued
by
the
International
Accounting
Standards
Board
(IASB).

The
Accounting
policies
have
been
consistently
applied
by
the
Group
for
all
the
periods
presented
in
these
financial
statements,
except
in
relation
to
the
new
standards
adopted
on
April
1,
2018
(Refer
Note
2.2).

The
consolidated
financial
statements
of
the
Group
for
the
year
ended
March
31,
2019
were
authorized
for
issuance
by
the
Parent's
board
of
directors
on
July
30,
2019.

The
consolidated
financial
statements
are
prepared
on
historical
cost
basis,
except
for
financial
instruments
classified
as
fair
value
through
profit
or
loss
and
other
comprehensive
income/
loss.

Certain
reclassifications
have
been
made
in
the
consolidated
financial
statements
of
prior
periods
to
conform
to
the
classification
used
in
the
current
period.
The
impact
of
such
reclassifications
on
the
consolidated
financial
statements
is
not
material.

2.2

New
standards,
interpretations
and
amendments
adopted
by
the
Group

IFRS 9 Financial Instruments

In
July
2014,
IASB
issued
the
final
version
of
IFRS
9
"
Financial Instruments "
which
reflects
all
phases
of
the
financial
instruments
project
and
replaces
IAS
39
"
Financial Instruments ":
Recognition
and
Measurement
and
all
previous
versions
of
IFRS
9.
The
standard
introduces
new
requirements
for
classification
and
measurement,
impairment,
and
hedge
accounting.

F-9

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

The
Company
adopted
this
new
standard
effective
April
1,
2018
by
applying
the
relief
from
restating
comparative
information.
The
adoption
has
no
impact
on
our
consolidated
financial
statements.

Classification
and
measurement

There
are
no
changes
in
classification
and
measurement
for
the
Group's
financial
liabilities.

The
following
table
and
the
accompanying
notes
below
explain
the
original
measurement
categories
under
IAS
39
and
the
new
measurement
categories
under
IFRS
9
for
each
class
of
the
Group's
financial
assets
as
at
April
1,
2018.

Cash
and
cash
equivalents
Term
Deposits
Trade
receivables
Other
financial
assets
Total
carrying
value

Impairment

IAS
39
Category

IFRS
9
Category

Loans
and
receivables
Financial
assets
at
amortized
cost

Total
carrying

Value

INR
2,465,073

1,012,144

3,976,751

150,075

7,604,043

Total
fair

Value

INR

2,465,073

1,012,144

3,976,751

150,075

7,604,043

IFRS
9
replaces
the
'incurred
loss'
model
in
IAS
39
with
an
'expected
credit
loss'
(ECL)
model.
The
new
impairment
model
applies
to
financial
assets
measured
at
amortized
cost,
but
not
to
investments
in
equity
instruments.
Under
IFRS
9,
credit
losses
are
recognized
earlier
than
under
IAS
39.

Impact
of
the
new
impairment
model

For
assets
in
the
scope
of
the
IFRS
9
impairment
model,
impairment
losses
are
generally
expected
to
increase
and
become
more
volatile.
The
Group
has
determined
that
the
application
of
IFRS
9's
impairment
requirements
at
April
1,
2018
does
not
have
a
material
impact
on
the
financial
statements.

IFRS
15
Revenue from Contracts with Customers

Effective
April
1,
2018,
the
Company
adopted
the
new
revenue
recognition
standard,
IFRS
15.
The
Company
adopted
the
new
standard
by
using
the
cumulative
effect
method
(modified
retrospective
approach)
and
accordingly,
the
comparative
information
has
not
been
restated.
Results
for
reporting
periods
beginning
after
April
1,
2018
are
presented
under
the
new
guidance,
while
prior
period
amounts
continue
to
be
reported
under
the
accounting
standards
in
effect
for
those
periods.

This
standard
resulted
in
no
material
impact
within
the
consolidated
statement
of
profit
or
loss
and
other
comprehensive
loss
for
the
financial
year
ending
March
31,
2019,
except
for
certain
marketing
and
sales
promotion
expenses
to
a
reduction
in
revenue
of
INR
3,571,451.
The
cost
for
upfront
cash
incentives
and
select
loyalty
programs
as
incurred
for
customer
inducement
and

F-10

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

acquisition
for
promoting
transactions
across
various
booking
platforms
were
previously
recorded
as
marketing
and
sales
promotion
costs
and
are
now
being
recorded
as
a
reduction
of
revenue.

Upon
adoption,
the
group
recognized
the
cumulative
effect
as
a
reduction
to
the
opening
balance
of
retained
eanings
amounting
to
INR
38,110
comprised
of
changes
in
accounting
for
marketing
revenue
amounting
to
INR
21,598
as
well
as
other
adjustments
of
INR
16,512.

The
cumulative
effects
of
the
revenue
accounting
changes
made
to
our
consolidated
balance
sheet
as
of
April
1,
2018
were
as
follows:

Current
assets
Trade
and
other
receivables
Prepayments
and
other
assets

Current
liabilities
Trade
and
other
payables
Other
current
liabilities

Equity
Accumulated
deficit

As
at

March
31,
2018

3,976,751

977,822

Adjustments

18,742

160

Balance
at

April
1,
2018

3,995,493

977,982

5,049,630

1,245,947

2,919

54,094

5,052,549

1,300,041

(16,002,266)

(38,110)
(16,040,376)

IFRIC
Interpretation
22
Foreign Currency Transactions and Advance Consideration

In
December
2016,
IASB
issued
IFRIC
Interpretation
22
Foreign Currency Transactions and Advance Consideration which
clarifies
the
date
of
the
transaction
for
the
purpose
of
determining
the
exchange
rate
to
use
on
initial
recognition
of
the
related
asset,
expense
or
income,
when
an
entity
has
received
or
paid
advance
consideration
in
a
foreign
currency.

The
Company
adopted
IFRIC
22
effective
April
1,
2018.
The
adoption
has
no
material
impact
on
the
consolidated
financial
statements.

2.3

Basis
of
consolidation

The
consolidated
financial
statements
comprise
the
financial
statements
of
the
Parent
Company
and
its
subsidiaries
as
disclosed
in
Note
6.

A
subsidiary
is
an
entity
controlled
by
the
Group.
Control
exists
when
the
parent
has
power
over
the
entity,
is
exposed,
or
has
rights
to
variable
returns
from
its
involvement
with
the
entity
and
has
the
ability
to
affect
those
returns
by
using
its
power
over
the
entity.
Power
is
demonstrated
through
existing
rights
that
give
the
ability
to
direct
relevant
activities,
those
which
significantly
affect
the
entity's
returns.

Subsidiaries
are
fully
consolidated
from
the
date
on
which
the
Group
obtains
control
over
the
subsidiary
and
ceases
when
the
Group
loses
control
of
the
subsidiary.
Where
necessary,
adjustments
are
made
to
the
financial
statements
of
subsidiaries
to
bring
their
accounting
policies
and
accounting
period
in
line
with
those
used
by
the
Group.
All
intra-group
transactions,
balances,
income
and
expenses
and
cash
flows
are
eliminated
on
consolidation.

F-11

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

Non-controlling
interest
is
the
equity
in
a
subsidiary
not
attributable,
directly
or
indirectly,
to
a
parent.
Non-controlling
interests
in
the
net
assets
of
consolidated
subsidiaries
are
identified
separately
from
the
Group's
equity
therein.
Non-controlling
interests
consist
of
the
amount
of
those
interests
at
the
date
of
the
business
combination
and
the
Non-controlling
interests'
share
of
changes
in
equity
since
that
date.

Profit
or
loss
and
each
component
of
other
comprehensive
income/
loss
(OCI)
are
attributed
to
the
equity
holders
of
the
parent
of
the
Group
and
to
the
Non-
controlling
interests,
even
if
this
results
in
the
Non-controlling
interests
having
a
deficit
balance.

A
change
in
the
ownership
interest
of
a
subsidiary,
without
a
change
of
control,
is
accounted
for
as
an
equity
transaction.

2.4

Foreign
currencies

The
Group's
presentation
currency
is
Indian
national
rupee
(INR).
The
Parent
Company's
functional
currency
is
United
States
dollar
(USD).
The
Company's
operations
are
conducted
through
the
subsidiaries
and
equity
accounted
investee
where
the
local
currency
is
the
functional
currency
and
the
financial
statements
of
such
entities
are
translated
from
their
respective
functional
currencies
into
INR.

Group
companies

On
consolidation,
the
assets
and
liabilities
of
foreign
operations
are
translated
into
presentation
currency
at
the
rate
of
exchange
prevailing
at
the
reporting
date
and
their
statement
of
profit
or
loss
and
other
comprehensive
loss
are
translated
at
average
exchange
rates
prevailing
during
the
year
ended
March
31,
2019,
March
31,
2018
and
March
31,
2017,
except
for
transactions
where
there
is
a
significant
difference
in
the
exchange
rate,
in
which
cases,
the
transactions
are
reported
using
rate
of
that
date.
The
exchange
differences
arising
on
translation
for
consolidation
are
recognized
in
OCI.
On
disposal
of
a
foreign
operation,
the
component
of
OCI
relating
to
that
particular
foreign
operation
is
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.

Any
goodwill
arising
on
the
acquisition
of
a
foreign
operation
and
any
fair
value
adjustments
to
the
carrying
amounts
of
assets
and
liabilities
arising
on
the
acquisition
are
treated
as
assets
and
liabilities
of
the
foreign
operation
and
translated
at
the
spot
rate
of
exchange
at
the
reporting
date.

Transactions
and
balances

Transactions
in
foreign
currencies
are
initially
recorded
by
the
Group's
entities
at
their
respective
functional
currency
spot
rates
at
the
date
the
transactions
first
qualify
for
recognition.

Monetary
assets
and
liabilities
denominated
in
foreign
currencies
are
translated
at
the
functional
currency
spot
rates
of
exchange
at
the
reporting
date.
Differences
arising
on
settlement
or
translation
of
monetary
items
are
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.

F-12

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

Convenience
translation

The
consolidated
financial
statements
are
stated
in
thousands
of
INR.
However,
solely
for
the
convenience
of
the
readers,
the
consolidated
statement
of
financial
position
as
at
March
31,
2019,
the
consolidated
statement
of
profit
or
loss
and
other
comprehensive
loss
for
the
year
ended
March
31,
2019
and
consolidated
statement
of
cash
flows
for
year
ended
March
31,
2019
were
converted
into
USD
at
the
exchange
rate
of
69.16
INR
per
USD,
which
is
based
on
the
noon
buying
rate
as
at
March
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
IFRS.

2.5

Summary
of
significant
accounting
policies

Joint
ventures

The
Group's
investment
in
its
joint
venture
is
accounted
for
using
the
equity
method.
Under
the
equity
method,
the
investment
in
the
joint
venture
is
initially
recognized
at
cost.
The
carrying
amount
of
the
investment
is
adjusted
to
recognize
changes
in
the
Group's
share
of
net
assets
of
the
joint
venture
since
the
acquisition
date.
The
statement
of
profit
or
loss
and
other
comprehensive
loss
reflects
the
Group's
share
of
the
results
of
operations
of
the
joint
venture.
In
addition,
when
there
has
been
a
change
recognized
directly
in
the
equity
of
the
joint
venture,
the
Group
recognizes
its
share
of
any
changes,
when
applicable,
in
the
statement
of
changes
in
equity.
Unrealized
gains
and
losses
resulting
from
transactions
between
the
Group
and
the
joint
venture
are
eliminated
to
the
extent
of
the
interest
in
the
joint
venture.

The
financial
statements
of
the
joint
venture
are
prepared
for
the
same
reporting
period
as
that
of
the
Group.

At
each
reporting
date,
the
Group
determines
whether
there
is
objective
evidence
that
the
investment
in
the
joint
venture
is
impaired.
If
there
is
such
evidence,
the
Group
calculates
the
amount
of
impairment
as
the
difference
between
the
recoverable
amount
of
the
joint
venture
and
its
carrying
value,
and
then
recognizes
the
loss
as
'Share
of
loss
of
a
joint
venture'
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.

Business
combinations
and
goodwill

Business
combinations
are
accounted
for
using
the
acquisition
method.
The
cost
of
an
acquisition
is
measured
as
the
aggregate
of
the
consideration
transferred,
measured
at
acquisition
date
fair
value.
Acquisition-related
costs
are
expensed
as
incurred
in
statement
of
profit
or
loss
and
other
comprehensive
loss.

When
the
Group
acquires
a
business,
it
assesses
the
assets
and
liabilities
assumed
for
appropriate
classification
and
designation
in
accordance
with
the
contractual
terms,
economic
circumstances
and
pertinent
conditions
as
at
the
acquisition
date.

F-13

Table
of
Contents

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Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

Goodwill
is
initially
measured
at
cost,
being
the
excess
of
the
aggregate
of
the
consideration
transferred
and
the
amount
recognized
for
Non-controlling
Interest
over
the
fair
value
of
the
identifiable
net
assets
acquired
and
liabilities
assumed.
If
the
fair
value
of
the
identifiable
net
assets
acquired
is
in
excess
of
the
aggregate
consideration
transferred,
the
Group
reassesses
whether
it
has
correctly
identified
all
of
the
assets
acquired
and
all
of
the
liabilities
assumed
and
reviews
the
procedures
used
to
measure
the
amounts
to
be
recognized
at
the
acquisition
date.
If
the
reassessment
still
results
in
an
excess
of
the
fair
value
of
net
assets
acquired
over
the
aggregate
consideration
transferred,
then
the
gain
is
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.

After
initial
recognition,
goodwill
is
measured
at
cost
less
any
accumulated
impairment
losses.
For
the
purpose
of
impairment
testing,
goodwill
acquired
in
a
business
combination
is,
from
the
acquisition
date,
allocated
to
each
of
the
Group's
Cash
Generating
Units
(CGUs)
(refer
to
Note
20)
that
are
expected
to
benefit
from
the
combination,
irrespective
of
whether
other
assets
or
liabilities
of
the
acquiree
are
assigned
to
those
units.

Business
combinations
which
do
not
fall
under
the
scope
as
defined
under
IFRS
3,
are
accounted
in
accordance
with
relevant
IFRS
as
issued
by
the
IASB
and
other
relevant
pronouncements.

Revenue
recognition

We
generate
our
revenue
from
contracts
with
customers.
We
recognize
revenue
when
we
satisfy
a
performance
obligation
by
transferring
control
of
the
promised
services
to
a
customer
in
an
amount
that
reflects
the
consideration
that
we
expect
to
receive
in
exchange
for
those
services.
When
we
act
as
an
agent
in
the
transaction
under
IFRS
15,
we
recognize
revenue
only
for
our
commission
on
the
arrangement.
The
Group
has
concluded
that
it
is
acting
as
agent
in
case
of
sale
of
airline
tickets,
hotel
bookings,
sale
of
rail
and
bus
tickets
as
the
supplier
is
primarily
responsible
for
providing
the
underlying
travel
services
and
the
Group
does
not
control
the
service
provided
by
the
supplier
to
the
traveler
and
as
principal
in
case
of
sale
of
holiday
packages
since
the
group
controls
the
services
before
such
services
are
transferred
to
the
traveler.

The
application
of
our
revenue
recognition
policies
and
a
description
of
our
principal
activities,
organized
by
segment,
from
which
we
generate
our
revenue,
are
presented
below.

Air Ticketing

We
receive
commissions
or
service
fees
from
the
travel
supplier
and/or
traveler.
Revenue
from
the
sale
of
airline
tickets
is
recognized
as
an
agent
on
a
net
commission
earned
basis.
Revenue
from
service
fee
is
recognized
on
earned
basis.
Both
the
performance
obligations
are
satisfied
on
issuance
of
airline
ticket
to
the
traveler.
We
record
a
allowance
for
cancellations
at
the
time
of
the
transaction
based
on
historical
experience.

F-14

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Contents

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Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

Incentives
from
airlines
are
recognized
when
the
performance
thresholds
under
the
incentive
schemes
are
achieved
or
are
probable
to
be
achieved
at
the
end
of
periods.

Hotels and Packages

Other Services

Revenue
is
recognized
net
of
allowances
for
cancellations,
refunds
during
the
period
and
taxes.

The
Group
receives
upfront
fee
from
Global
Distribution
System
("GDS")
providers
for
facilitating
the
booking
of
airline
tickets
on
its
website
or
other
distribution
channels
to
travel
agents
for
using
their
system
which
is
recognized
as
revenue
for
actual
airline
tickets
sold
over
the
total
number
of
airline
tickets
to
be
sold
over
the
term
of
the
agreement,
in
both
cases
using
such
GDS
platforms,
and
the
balance
amount
is
recognized
as
deferred
revenue
under
contract
liabilities.

The
Group
incurs
certain
marketing
and
sales
promotion
expenses
which
get
reduced
from
revenue.
This
includes
the
cost
for
upfront
cash
incentives
and
select
loyalty
programs
as
incurred
for
customer
inducement
and
acquisition
for
promoting
transactions
across
various
booking
platforms.

Contract
balances

Contract
assets

A
contract
asset
is
the
right
to
consideration
in
exchange
for
services
transferred
to
the
customer.
If
the
Group
performs
by
transferring
services
to
a
customer
before
the
customer
pays
consideration
or
before
payment
is
due,
a
contract
asset
is
recognized
for
the
earned
consideration
that
is
conditional.

F-15

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Contents

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Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

Contract
liabilities

A
contract
liability
is
the
obligation
to
transfer
services
to
a
customer
for
which
the
Group
has
received
consideration
(or
an
amount
of
consideration
is
due)
from
the
customer.
If
a
customer
pays
consideration
before
the
Group
transfers
services
to
the
customer,
a
contract
liability
is
recognized
when
the
payment
is
made
or
the
payment
is
due
(whichever
is
earlier).
Contract
liabilities
are
recognized
as
revenue
when
the
Group
performs
under
the
contract.

Government
grants

The
Group
has
assessed
and
determined
to
present
grants
as
other
income
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.

Marketing
and
sales
promotion
expenses

Finance
income
and
costs

Finance
income
comprises
interest
income
on
term
deposits
and
net
gain
on
change
in
fair
value
of
derivatives.
Interest
income
is
recognized
as
it
accrues
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss,
using
the
effective
interest
rate
method
(EIR).

Finance
cost
comprise
interest
expense
on
borrowings,
unwinding
of
the
discount
on
provisions,
and
impairment
losses
recognized
on
financial
assets.
Interest
expense
is
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss
using
EIR.

Taxes

Current tax

Current
income
tax
assets
and
liabilities
for
the
current
period
are
measured
at
the
amount
expected
to
be
recovered
from
or
paid
to
the
taxation
authorities.
The
tax
rates
and
tax
laws
used
to

F-16

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

compute
the
amount
are
those
that
are
enacted
or
substantively
enacted,
at
the
reporting
date
in
the
countries
where
the
Group
operates
and
generate
taxable
income.

Current
income
tax
relating
to
items
recognized
directly
in
equity
is
recognized
in
equity
and
not
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.
Management
periodically
evaluates
positions
taken
in
the
tax
returns
with
respect
to
situations
in
which
applicable
tax
regulations
are
subject
to
interpretation
and
establishes
provisions
where
appropriate.

Deferred tax

Deferred
tax
is
provided
using
the
liability
method
on
temporary
differences
between
the
tax
bases
of
assets
and
liabilities
and
their
carrying
amounts
for
financial
reporting
purposes
at
the
reporting
date.
Deferred
tax
liabilities
are
recognized
for
all
taxable
temporary
differences.

Deferred
tax
assets
are
recognized
for
all
deductible
temporary
differences,
carry
forward
of
unused
tax
credits
and
any
unused
tax
losses,
to
the
extent
that
it
is
probable
that
taxable
profit
will
be
available
against
which
the
deductible
temporary
differences,
and
the
carry
forward
of
unused
tax
credits
and
unused
tax
losses
can
be
utilized.

The
carrying
amount
of
deferred
tax
assets
is
reviewed
at
each
reporting
date
and
reduced
to
the
extent
that
it
is
no
longer
probable
that
sufficient
taxable
profit
will
be
available
to
allow
all
or
part
of
the
deferred
tax
asset
to
be
utilized.
Unrecognized
deferred
tax
assets
are
reassessed
at
each
reporting
date
and
are
recognized
to
the
extent
that
it
has
become
probable
that
future
taxable
profits
will
allow
the
deferred
tax
asset
to
be
recovered.

Deferred
tax
assets
and
liabilities
are
measured
at
the
tax
rates
that
are
expected
to
apply
in
the
year
when
the
asset
is
realized
or
the
liability
is
settled,
based
on
tax
rates
(and
tax
laws)
that
have
been
enacted
or
substantively
enacted
at
the
reporting
date.

Deferred
tax
relating
to
items
recognized
outside
consolidated
statement
of
profit
or
loss
and
other
comprehensive
loss
is
recognized,
in
correlation
to
the
underlying
transaction
either
in
other
comprehensive
income
or
directly
in
equity.

Deferred
tax
assets
and
deferred
tax
liabilities
are
offset
if
a
legally
enforceable
right
exists
to
set
off
current
tax
assets
against
current
income
tax
liabilities
and
the
deferred
taxes
relate
to
the
same
taxation
authority.

Minimum Alternative Tax

Minimum
Alternative
Tax
('MAT')
expense
under
the
provisions
of
the
Indian
Income-tax
Act,
1961
is
recognized
as
an
asset
in
the
statement
of
financial
position
when
it
is
probable
that
future
economic
benefit
associated
with
it
in
the
form
of
adjustment
of
future
income
tax
liability,
will
flow
to
the
Company
and
the
asset
can
be
measured
reliably.
MAT
credit
entitlement
is
set
off
to
the
extent
allowed
in
the
year
in
which
the
Company
becomes
liable
to
pay
income
taxes
at
the
enacted
tax
rates.
MAT
credit
entitlement
is
reviewed
on
every
period
end
and
is
written
down
to
reflect
the
amount
that
is
reasonably
certain
to
be
set
off
in
future
years
against
the
future
income
tax
liability.
MAT
credit
entitlement
is
included
as
part
of
deferred
tax
asset.

F-17

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

Property,
plant
and
equipment

Property,
plant
and
equipment
are
stated
at
cost,
net
of
accumulated
depreciation
and
accumulated
impairment
losses,
if
any.
All
repair
and
maintenance
costs
are
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss
as
incurred.

An
item
of
property,
plant
and
equipment
and
any
significant
part
initially
recognized
is
derecognized
upon
disposal
or
when
no
future
economic
benefits
are
expected
from
its
use
or
disposal.
Any
gain
or
loss
arising
on
de-recognition
of
the
asset
(calculated
as
the
difference
between
the
net
disposal
proceeds
and
the
carrying
amount
of
the
asset)
is
included
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss
when
the
asset
is
derecognized.

Depreciation
is
calculated
on
straight
line
basis
using
the
rates
arrived
at
based
on
the
estimated
useful
lives
of
the
assets
as
follows:

Computer
and
peripherals
Furniture
and
fixtures
Office
equipment
Vehicles

3
years
5
years
5
years
Term
of
loan/lease
or
useful
life
(5
-
7
years
as
applicable)
whichever
is
shorter.

Leasehold
improvements
are
amortized
over
the
lower
of
primary
lease
period
or
economic
useful
life.

Intangible
assets

Intangible
assets
acquired
separately
are
measured
on
initial
recognition
at
cost.
The
cost
of
intangible
assets
acquired
in
a
business
combination
is
their
fair
value
at
the
date
of
acquisition.
Following
initial
recognition,
intangible
assets
are
carried
at
cost
less
any
accumulated
amortization
(calculated
on
a
straight-line
basis
over
their
useful
lives)
and
accumulated
impairment
losses,
if
any.

Technology
related
development
costs
incurred
by
the
Group
are
measured
at
cost
less
accumulated
amortization
and
accumulated
impairment
losses.
Cost
includes
expenses
incurred
during
the
application
development
stage.
The
costs
related
to
planning
and
post
implementation
phases
of
development
are
expensed
as
incurred.

Internally
generated
intangibles,
excluding
capitalized
development
costs,
are
not
capitalized.
Instead,
the
related
expenditure
is
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss
in
the
period
in
which
the
expenditure
is
incurred.

Research
costs
are
expensed
as
incurred.
Development
expenditures
on
an
individual
project
are
recognized
as
an
intangible
asset
when
the
Group
can
demonstrate:

•

The
technical
feasibility
of
completing
the
intangible
asset
so
that
the
asset
will
be
available
for
use
or
sale

Its
intention
to
complete
and
its
ability
and
intention
to
use
or
sell
the
asset

How
the
asset
will
generate
future
economic
benefits

F-18

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

•

The
availability
of
resources
to
complete
the
asset

The
ability
to
measure
reliably
the
expenditure
during
development

Following
initial
recognition
of
the
development
expenditure
as
an
asset,
the
asset
is
carried
at
cost
less
any
accumulated
amortization
and
accumulated
impairment
losses.
Amortization
of
the
asset
begins
when
development
is
complete
and
the
asset
is
available
for
use.
It
is
amortized
over
the
period
of
expected
future
benefit
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.

Goodwill
is
initially
recognized
at
cost
and
is
subsequently
measured
at
cost
less
any
accumulated
impairment
losses.

On
disposal
of
a
subsidiary,
the
attributable
amount
of
goodwill
is
included
in
the
determination
of
the
profit
or
loss
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss
on
disposal.

Intangible
assets
with
finite
life
are
amortized
over
the
useful
economic
life
on
straight
line
basis
and
assessed
for
impairment
whenever
there
is
an
indication
that
the
intangible
asset
may
be
impaired.
The
amortization
period
and
the
amortization
method
for
an
intangible
asset
is
reviewed
at
least
at
the
end
of
each
reporting
period.
Changes
in
the
expected
useful
life
or
the
expected
pattern
of
consumption
of
future
economic
benefits
embodied
in
the
asset
are
considered
to
modify
the
amortization
period
or
method,
as
appropriate,
and
are
treated
as
changes
in
accounting
estimates.
The
amortization
expense
on
intangible
assets
is
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.

Following
initial
recognition
of
the
development
expenditure
as
an
asset,
the
asset
is
carried
at
cost
less
any
accumulated
amortization
and
accumulated
impairment
losses.
Amortization
of
the
asset
begins
when
development
is
complete
and
the
asset
is
available
for
use.
It
is
amortized
over
the
period
of
expected
future
benefit.
During
the
period
of
development,
the
asset
is
tested
for
impairment
annually.

Intangible
assets
are
amortized
as
below:

Agent
/
Supplier
relationships
Non-compete
agreements
Trademarks
Intellectual
property
rights
Computer
software
and
websites
Customer
relationships

2.5
-
10
years

3.5
-
6.5
years

10
-
20
years

3
years

3
to
10
years
or
license
period,
whichever
is
shorter

4
to
15
years

Leases

Group as a lessee

A
lease
is
classified
at
the
inception
date
as
a
finance
lease
or
an
operating
lease.
A
lease
that
transfers
substantially
all
the
risks
and
rewards
incidental
to
ownership
by
the
Group
is
classified
as
a
finance
lease.

F-19

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

Finance
leases
are
capitalized
at
the
commencement
of
the
lease
at
the
inception
date
at
fair
value
of
the
leased
property
or,
if
lower,
at
the
present
value
of
the
minimum
lease
payments.
Lease
payments
are
apportioned
between
finance
charges
and
reduction
of
the
lease
liability
so
as
to
achieve
a
constant
rate
of
interest
on
the
remaining
balance
of
the
liability.
Finance
charges
are
recognized
in
finance
costs
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.

A
leased
asset
is
depreciated
over
the
shorter
of
the
estimated
useful
life
of
the
asset
or
the
lease
term.

An
operating
lease
is
a
lease
other
than
a
finance
lease.
Operating
lease
payments
are
recognized
as
an
operating
expense
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss
on
a
straight-line
basis
over
the
lease
term.

Financial
instruments

A
financial
instrument
is
any
contract
that
gives
rise
to
a
financial
asset
of
one
entity
and
a
financial
liability
or
equity
instrument
of
another
entity.

(i)
Financial
assets

Initial recognition and measurement

Financial
assets
are
classified,
at
initial
recognition,
as
subsequently
measured
at
amortized
cost,
at
fair
value
through
other
comprehensive
income
(OCI),
and
fair
value
through
profit
or
loss.

The
classification
of
financial
assets
at
initial
recognition
depends
on
the
financial
asset's
contractual
cash
flow
characteristics
and
the
Group's
business
model
for
managing
them.
The
Group
initially
measures
a
financial
asset
at
its
fair
value
plus,
in
the
case
of
a
financial
asset
not
measured
at
fair
value
through
profit
or
loss,
transaction
costs.

In
order
for
a
financial
asset
to
be
classified
and
measured
at
amortized
cost
or
fair
value
through
OCI,
it
needs
to
give
rise
to
cash
flows
that
are
'solely
payments
of
principal
and
interest
(SPPI)'
on
the
principal
amount
outstanding.
This
assessment
is
referred
to
as
the
SPPI
test
and
is
performed
at
an
instrument
level.

The
Group's
business
model
for
managing
financial
assets
refers
to
how
it
manages
its
financial
assets
in
order
to
generate
cash
flows.
The
business
model
determines
whether
cash
flows
will
result
from
collecting
contractual
cash
flows,
selling
the
financial
assets,
or
both.

Subsequent measurement

For
purposes
of
subsequent
measurement,
financial
assets
are
classified
in
four
categories:

•

Financial
assets
at
amortized
cost
(debt
instruments)

Financial
assets
at
fair
value
through
OCI
with
recycling
of
cumulative
gains
and
losses
(debt
instruments)

Financial
assets
designated
at
fair
value
through
OCI
with
no
recycling
of
cumulative
gains
and
losses
upon
derecognition
(equity
instruments)

F-20

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

•

Financial
assets
at
fair
value
through
profit
or
loss

Financial assets at amortized cost (debt instruments)

The
Group
measures
financial
assets
at
amortized
cost
if
both
of
the
following
conditions
are
met:

•

The
financial
asset
is
held
within
a
business
model
with
the
objective
to
hold
financial
assets
in
order
to
collect
contractual
cash
flows,
and

The
contractual
terms
of
the
financial
asset
give
rise
on
specified
dates
to
cash
flows
that
are
solely
payments
of
principal
and
interest
on
the
principal
amount
outstanding

Financial
assets
at
amortized
cost
are
subsequently
measured
using
the
effective
interest
(EIR)
method
and
are
subject
to
impairment.
Gains
and
losses
are
recognized
in
profit
or
loss
when
the
asset
is
derecognized,
modified
or
impaired

The
Group's
financial
assets
at
amortized
cost
includes
trade
receivables,
term
deposits,
security
deposits
and
employee
loans.
For
more
information
on
receivables,
refer
to
Note
26.

Financial assets at fair value through OCI (debt instruments)

The
Group
measures
debt
instruments
at
fair
value
through
OCI
if
both
of
the
following
conditions
are
met:

•

The
financial
asset
is
held
within
a
business
model
with
the
objective
of
both
holding
to
collect
contractual
cash
flows
and
selling,
and,

The
contractual
terms
of
the
financial
asset
give
rise
on
specified
dates
to
cash
flows
that
are
solely
payments
of
principal
and
interest
on
the
principal
amount
outstanding

Financial assets designated at fair value through OCI (equity instruments)

Upon
initial
recognition,
the
Group
can
elect
to
classify
irrevocably
its
equity
investments
as
equity
instruments
designated
at
fair
value
through
OCI
when
they
meet
the
definition
of
equity
under
"IAS
32
Financial
Instruments:
Presentation"
and
are
not
held
for
trading.
The
classification
is
determined
on
an
instrument-by-instrument
basis.

Financial assets at fair value through profit or loss

Financial
assets
at
fair
value
through
profit
or
loss
include
financial
assets
held
for
trading,
financial
assets
designated
upon
initial
recognition
at
fair
value
through
profit
or
loss,
or
financial
assets
mandatorily
required
to
be
measured
at
fair
value.

Financial
assets
with
cash
flows
that
are
not
solely
payments
of
principal
and
interest
are
classified
and
measured
at
fair
value
through
profit
or
loss,
irrespective
of
the
business
model.
Notwithstanding
the
criteria
for
debt
instruments
to
be
classified
at
amortised
cost
or
at
fair
value
through
OCI,
as
described
above,
debt
instruments
may
be
designated
at
fair
value
through
profit
or
loss
on
initial
recognition
if
doing
so
eliminates,
or
significantly
reduces,
an
accounting
mismatch.

Notwithstanding
the
criteria
for
debt
instruments
to
be
classified
at
amortized
cost
or
at
fair
value
through
OCI,
as
described
above,
debt
instruments
may
be
designated
at
fair
value
through
profit
or
loss
on
initial
recognition
if
doing
so
eliminates,
or
significantly
reduces,
an
accounting
mismatch.

F-21

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

Financial
assets
at
fair
value
through
profit
or
loss
are
carried
in
the
statement
of
financial
position
at
fair
value
with
net
changes
in
fair
value
recognized
in
the
statement
of
profit
or
loss.

Derecognition

A
financial
asset
(or,
where
applicable,
a
part
of
a
financial
asset
or
part
of
a
group
of
similar
financial
assets)
is
primarily
derecognized
(i.e.,
removed
from
the
Group's
consolidated
statement
of
financial
position)
when:

•

The
rights
to
receive
cash
flows
from
the
asset
have
expired

The
Group
has
transferred
its
rights
to
receive
cash
flows
from
the
asset
or
has
assumed
an
obligation
to
pay
the
received
cash
flows
in
full
without
material
delay
to
a
third
party
under
a
'pass-through'
arrangement;
and
either
(a)
the
Group
has
transferred
substantially
all
the
risks
and
rewards
of
the
asset,
or
(b)
the
Group
has
neither
transferred
nor
retained
substantially
all
the
risks
and
rewards
of
the
asset,
but
has
transferred
control
of
the
asset.

When
the
Group
has
transferred
its
rights
to
receive
cash
flows
from
an
asset
or
has
entered
into
a
pass-through
arrangement,
it
evaluates
if,
and
to
what
extent,
it
has
retained
the
risks
and
rewards
of
ownership.

Impairment of financial assets

The
Group
recognizes
an
allowance
for
expected
credit
losses
(ECLs)
for
all
debt
instruments
not
held
at
fair
value
through
profit
or
loss.
The
Group
recognized
an
allowance
for
expected
credit
losses
(ECLs)
for
all
instruments
not
held
at
fair
value
through
profit
or
loss.
ECLs
are
based
on
the
difference
between
the
contractual
cash
flows
due
in
accordance
with
the
contract
and
all
the
cash
flows
that
the
Group
expects
to
receive,
discounted
at
an
approximation
of
the
original
effective
interest
rate.
The
expected
cash
flows
will
include
cash
flows
from
the
sale
of
collateral
held
or
other
credit
enhancements
that
are
integral
to
the
contractual
terms.

ECLs
are
recognised
in
two
stages.
For
credit
exposures
for
which
there
has
not
been
a
significant
increase
in
credit
risk
since
initial
recognition,
ECLs
are
provided
for
credit
losses
that
result
from
default
events
that
are
possible
within
the
next
12-months
(a
12-month
ECL).
For
those
credit
exposures
for
which
there
has
been
a
significant
increase
in
credit
risk
since
initial
recognition,
a
loss
allowance
is
required
for
credit
losses
expected
over
the
remaining
life
of
the
exposure,
irrespective
of
the
timing
of
the
default
(a
lifetime
ECL).

For
trade
receivables
and
contract
assets,
the
Group
applies
a
simplified
approach
in
calculating
ECLs.
Therefore,
the
Group
does
not
track
changes
in
credit
risk,
but
instead
recognizes
a
loss
allowance
based
on
lifetime
ECLs
at
each
reporting
date.
The
Group
has
established
a
provision
matrix
that
is
based
on
its
historical
credit
loss
experience,
adjusted
for
forward-looking
factors
specific
to
the
debtors
and
the
economic
environment.

For
debt
instruments
at
fair
value
through
OCI,
the
Group
applies
the
low
credit
risk
simplification.
At
every
reporting
date,
the
Group
evaluates
whether
the
debt
instrument
is
considered

F-22

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

to
have
low
credit
risk
using
all
reasonable
and
supportable
information
that
is
available
without
undue
cost
or
effort.
In
making
that
evaluation,
the
Group
reassesses
the
internal
credit
rating
of
the
debt
instrument.

ii)
Financial
liabilities

Initial recognition and measurement

Financial
liabilities
are
classified,
at
initial
recognition,
as
financial
liabilities
at
fair
value
through
profit
or
loss,
loans
and
borrowings
or
payables,
as
appropriate.
All
financial
liabilities
are
recognized
initially
at
fair
value
and,
in
the
case
of
loans
and
borrowings
and
payables,
net
of
directly
attributable
transaction
costs.

The
Group's
financial
liabilities
include
trade
and
other
payables,
interest-bearing
borrowings
including
bank
overdrafts
and
share
warrants.

Subsequent measurement

The
measurement
of
financial
liabilities
depends
on
their
classification,
as
described
below:

Financial liabilities at fair value through profit or loss

Financial
liabilities
at
fair
value
through
profit
or
loss
include
share
warrants
for
which
gain
or
loss
is
routed
through
profit
or
loss.
For
more
details
on
share
warrants,
refer
to
Note
32.

Loans and borrowing

After
initial
recognition,
interest-bearing
loans
and
borrowings
are
subsequently
measured
at
amortized
cost
using
the
EIR
method.
The
EIR
amortization
is
included
as
finance
costs
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.
This
category
applies
to
interest-bearing
borrowings,
trade
and
other
payables.

Treasury
shares

Own
equity
instruments
that
are
reacquired
(treasury
shares)
are
recognized
at
cost
and
deducted
from
equity.
No
gain
or
loss
is
recognized
in
profit
or
loss
on
the
purchase,
sale,
issue
or
cancellation
of
the
Group's
own
equity
instruments.
Any
difference
between
the
carrying
amount
and
the
consideration,
if
reissued,
is
recognized
in
the
share
premium.
Share
options
exercised
during
the
reporting
period
are
satisfied
with
treasury
shares.

Cash
and
cash
equivalents

Cash
and
short-term
deposits
in
the
statement
of
financial
position
comprise
cash
at
banks,
payment
gateways
and
on
hand
and
short-term
deposits
with
a
maturity
of
three
months
or
less,
which
are
subject
to
an
insignificant
risk
of
changes
in
value.

F-23

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

For
the
purpose
of
the
consolidated
statement
of
cash
flows,
cash
and
cash
equivalents
consist
of
cash
and
short-term
deposits,
as
defined
above,
net
of
outstanding
bank
overdrafts
as
they
are
considered
an
integral
part
of
the
Group's
cash
management.

Inventories

Inventories
are
valued
at
the
lower
of
cost
and
net
realizable
value.
Cost
is
determined
on
FIFO
(First
in
First
out)
basis
and
net
realizable
value
is
the
estimated
selling
price
in
the
ordinary
course
of
business,
less
estimated
costs
necessary
to
make
the
sale.
Inventories
include
tickets
for
amusement
parks
and
attractions.

Impairment
of
non-financial
assets

Assets
that
have
an
indefinite
useful
life,
for
example
goodwill,
are
not
subject
to
amortization
and
are
tested
at
least
annually
or
when
there
are
indicators
that
an
asset
may
be
impaired,
for
impairment.
Assets
that
are
subject
to
depreciation
and
amortization
are
reviewed
for
impairment,
whenever
events
or
changes
in
circumstances
indicate
that
the
carrying
amount
may
not
be
recoverable
or
when
annual
impairment
testing
for
an
asset
is
required.
Such
circumstances
include,
though
are
not
limited
to,
significant
or
sustained
decline
in
revenues
or
earnings
and
material
adverse
changes
in
the
economic
environment.

Impairment
test
for
goodwill
is
performed
at
the
level
of
each
CGU
or
groups
of
CGUs
expected
to
benefit
from
acquisition-related
synergies
and
represent
the
lowest
level
within
the
entity
at
which
the
goodwill
is
monitored
for
internal
management
purposes.
A
CGU
is
the
smallest
identifiable
group
of
assets
that
generates
cash
inflows
that
are
largely
independent
of
the
cash
inflows
from
other
assets
or
group
of
assets.

An
impairment
loss
is
recognized
whenever
the
carrying
amount
of
an
asset
or
its
cash-generating
unit
exceeds
its
recoverable
amount.
The
recoverable
amount
of
an
asset
is
the
greater
of
its
fair
value
less
costs
to
sell
and
value
in
use.
To
calculate
value
in
use,
the
estimated
future
cash
flows
are
discounted
to
their
present
value
using
a
pre-tax
discount
rate
that
reflects
current
market
rates
and
the
risks
specific
to
the
asset.
For
an
asset
that
does
not
generate
largely
independent
cash
inflows,
the
recoverable
amount
is
determined
for
the
cash-generating
unit
to
which
the
asset
belongs.
Fair
value
less
costs
to
sell
is
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants,
less
the
costs
of
disposal.
Impairment
losses,
if
any,
are
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss
as
a
component
of
depreciation
and
amortization
expense.

An
impairment
loss
in
respect
of
goodwill
is
not
reversed.
Other
impairment
losses
are
only
reversed
to
the
extent
that
the
asset's
carrying
amount
does
not
exceed
the
carrying
amount
that
would
have
been
determined
if
no
impairment
loss
had
previously
been
recognized.

Provisions
and
contingencies

Provisions
are
recognized
when
the
Group
has
a
present
obligation
(legal
or
constructive),
as
a
result
of
a
past
event,
that
is
probable
that
an
outflow
of
resources
embodying
economic
benefits
will
be
required
to
settle
the
obligation
and
a
reliable
estimate
can
be
made
of
the
amount
of
the

F-24

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Contents

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Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

obligation.
The
expense
relating
to
any
provision
is
presented
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss.

Contingent
liabilities
are
recognized
at
their
fair
value
only,
if
they
were
assumed
as
part
of
a
business
combination.
Contingent
assets
are
not
recognized.
However,
when
the
realization
of
income
is
virtually
certain,
then
the
related
asset
is
no
longer
a
contingent
asset,
and
is
recognized
as
an
asset.
Information
on
contingent
liabilities
is
disclosed
in
the
notes
to
the
consolidated
financial
statements,
unless
the
possibility
of
an
outflow
of
resources
embodying
economic
benefits
is
remote.

Employment
benefit
plan

The
Group's
post-employment
benefits
include
defined
benefits
plan
and
defined
contribution
plans.
The
Group
also
provides
other
benefits
in
the
form
of
deferred
compensation
and
compensated
absences.

Under
the
defined
benefit
retirement
plan,
the
Group
provides
obligation
in
the
form
of
Gratuity
under
the
Payment
of
Gratuity
Act
1972
(India).
Under
the
plan,
a
lump
sum
payment
is
made
to
eligible
employees
at
retirement
or
termination
of
employment
based
on
respective
employee's
salary
and
years
of
service
with
the
Group.

For
defined
benefit
retirement
plans,
the
difference
between
the
fair
value
of
the
plan
assets
and
the
present
value
of
the
plan
liabilities
is
recognized
as
an
asset
or
liability
in
the
statement
of
financial
position.
Scheme
liabilities
are
calculated
using
the
projected
unit
credit
method
and
applying
the
principal
actuarial
assumptions
as
at
the
date
of
statement
of
financial
position.
Plan
assets
are
assets
that
are
qualifying
insurance
policies.

All
expenses
excluding
remeasurements
of
the
net
defined
benefit
liability
(asset),
in
respect
of
defined
benefit
plans
are
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss
as
incurred.
Remeasurement,
comprising
actuarial
gains
and
losses
and
the
return
on
the
plan
assets
(excluding
amounts
included
in
net
interest
on
the
net
defined
benefit
liability
(asset)),
are
recognized
immediately
in
the
statement
of
financial
position
with
a
corresponding
debit
or
credit
to
retained
earnings
through
OCI
(Other
comprehensive
income)
in
the
period
in
which
they
occurred.
The
remeasurements
are
not
re-classified
to
profit
or
loss
in
subsequent
years.
The
Group's
contribution
to
defined
contribution
plans
are
recognized
in
statement
of
profit
or
loss
and
other
comprehensive
loss
as
and
when
the
services
are
rendered
by
employees.
The
Group
has
no
further
obligations
under
these
plans
beyond
its
periodic
contributions.

The
employees
of
the
Group
are
entitled
to
compensated
absences.
The
employees
can
carry
forward
up
to
the
specified
portion
of
the
unutilized
accumulated
compensated
absences
and
utilize
it
in
future
periods
or
receive
cash
at
retirement
or
termination
of
employment.
The
Group
records
an
obligation
for
compensated
absences
in
the
period
in
which
the
employee
renders
the
services
that
increases
this
entitlement.
The
Group
measures
the
expected
cost
of
compensated
absences
as
the
additional
amount
that
the
Group
expects
to
pay
as
a
result
of
the
unused
entitlement
that
has
accumulated
at
the
end
of
the
reporting
period.
The
Group
recognizes
accumulated
compensated
absences
based
on
actuarial
valuation.
Non-accumulating
compensated
absences
are
recognized
in
the
period
in
which
the
absences
occur.
Any
actuarial
gains
or
losses
are
recognized
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss
in
the
period
in
which
they
arise.

F-25

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Contents

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Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

2.
Significant
accounting
policies
(Continued)

Share-based
payments
/
Restricted
stock
units
(RSUs)

Employees
(including
senior
executives)
of
the
Group
receive
part
of
their
remuneration
in
the
form
of
share-based
payments,
whereby
employees
render
services
as
consideration
for
equity
instruments
(equity-settled
transactions).

The
cost
of
equity-settled
transactions
is
determined
at
the
fair
value
at
the
date
when
the
grant
is
made
using
Black-Scholes
valuation
model,
further
details
of
which
are
given
in
Note
30.

That
cost
is
recognized
in
employee
benefits
expense,
together
with
a
corresponding
increase
in
equity
(other
capital
reserves),
over
the
period
in
which
the
service
and,
where
applicable,
the
performance
conditions
are
fulfilled
(the
vesting
period).
The
cumulative
expense
recognized
for
equity-settled
transactions
at
each
reporting
date
until
the
vesting
date
reflects
the
extent
to
which
the
vesting
period
has
expired
and
the
Group's
best
estimate
of
the
number
of
equity
instruments
that
will
ultimately
vest.
The
expense
or
credit
in
the
statement
of
profit
or
loss
and
other
comprehensive
loss
for
a
period
represents
the
movement
in
cumulative
expense
recognized
as
at
the
beginning
and
end
of
that
period.

Service
conditions
are
not
taken
into
account
when
determining
the
grant
date
fair
value
of
awards,
but
the
likelihood
of
the
conditions
being
met
is
assessed
as
part
of
the
Group's
best
estimate
of
the
number
of
equity
instruments
that
will
ultimately
vest.

No
expense
is
recognized
for
awards
that
do
not
ultimately
vest
because
service
conditions
have
not
been
met.

Earnings
(loss)
per
share

The
Group's
Earnings
(Loss)
per
Share
('EPS')
is
determined
based
on
the
net
profit/(loss)
attributable
to
the
shareholders'
of
the
parent
company.
Basic
EPS
is
computed
using
the
weighted
average
number
of
shares
outstanding
during
the
year.

Diluted
EPS
is
computed
using
the
weighted
average
number
of
common
and
dilutive
common
equivalent
shares
outstanding
during
the
year
including
convertible
preference
shares,
share
options
and
warrants
(using
the
treasury
stock
method
for
options
and
warrants),
except
where
the
result
would
be
anti-dilutive.

If
the
number
of
ordinary
or
potential
ordinary
shares
outstanding
increase
as
a
result
of
a
capitalization,
bonus
issue
or
share
split,
or
decrease
as
a
result
of
a
reverse
share
split,
the
calculation
of
basic
and
diluted
earnings
per
share
for
all
periods
presented
is
adjusted
respectively,
further
details
of
which
are
given
in
Note
18.

Listing
and
related
expenses

Listing
and
related
expenses
refer
to
items
of
expense
within
the
statement
of
profit
or
loss
and
other
comprehensive
loss
which
have
been
incurred
in
order
to
acquire
listing
status
as
well
as
raise
additional
capital
through
the
issuance
of
shares
of
its
capital
stock,
which
are
non-recurring
and
are
of
such
size,
similar
nature
or
incidence
that
their
separate
disclosure
is
considered
necessary
to
explain
the
performance
of
the
Group,
further
details
of
which
are
given
in
Note
44.

F-26

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Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

3.
Standards
and
interpretations
issued
but
not
effective

IFRS
16
Leases

In
January
2016,
IASB
issued
standard,
IFRS
16-
Leases.
IFRS
16
replaces
IAS
17
"Leases"
and
related
interpretations
viz.
IFRIC
4
"Determining
whether
an
Arrangement
contains
a
Lease;"
SIC-15,
"Operating
Leases—Incentives;"
and
SIC-27,
"Evaluating
the
Substance
of
Transactions
Involving
the
Legal
Form
of
a
Lease."
The
previous
accounting
model
for
leases
required
lessees
and
lessors
to
classify
their
leases
as
either
finance
leases
or
operating
leases
and
account
for
those
two
types
of
leases
differently.
IFRS
16
introduces
a
single
lease
accounting
model
and
requires
a
lessee
to
recognize
assets
and
liabilities
for
all
leases
with
a
term
of
more
than
12
months,
unless
the
underlying
asset
is
of
low
value.

We
expect
that
adoption
of
this
standard
will
have
a
material
effect
on
our
consolidated
financial
statements.
The
most
significant
effects
of
this
new
standard
on
us
relate
to
the
recognition
of
new
right
of
use
("ROU")
assets
and
lease
liabilities
on
our
financial
position
for
various
real
estate
operating
leases.
The
adoption
of
IFRS
16
is
expected
to
have
a
favorable
impact
on
operating
profit
in
fiscal
2020,
since
a
portion
of
the
costs
that
were
previously
classified
as
rental
expenses
will
be
classified
as
interest
expense
and
thus
recorded
outside
operating
profit
and
an
unfavorable
impact
on
profit
after
tax
due
to
interest
accruing
at
a
higher
rate
in
earlier
years
and
decreasing
over
the
lease
term,
while
depreciation
is
recorded
on
a
straight-line
basis.
The
new
standard
also
has
an
impact
on
how
lease
payments
are
presented
in
the
cash
flow
statement
resulting
in
an
increase
in
cash
flows
from
operating
activities
and
a
decline
in
cash
flows
from
financing
activities.

IFRIC
Interpretation
23
Uncertainty over Income Tax Treatments

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Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

3.
Standards
and
interpretations
issued
but
not
effective
(Continued)

IAS
12.
According
to
IFRIC
23,
companies
need
to
determine
the
probability
of
the
relevant
tax
authority
accepting
each
tax
treatment,
or
group
of
tax
treatments,
that
the
companies
have
used
or
plan
to
use
in
their
income
tax
filing
which
has
to
be
considered
to
compute
the
most
likely
amount
or
the
expected
value
of
the
tax
treatment
when
determining
taxable
profit
(tax
loss),
tax
bases,
unused
tax
losses,
unused
tax
credits
and
tax
rates.

Amendment
to
IAS19—plan
amendment,
curtailment
or
settlement:

On
February
7,
2018,
the
IASB
issued
amendments
to
the
guidance
in
IAS
19,
'Employee
Benefits',
in
connection
with
accounting
for
plan
amendments,
curtailments
and
settlements.

The
amendments
require
an
entity:

•

to
use
updated
assumptions
to
determine
current
service
cost
and
net
interest
for
the
remainder
of
the
period
after
a
plan
amendment,
curtailment
or
settlement;
and

to
recognize
in
profit
or
loss
as
part
of
past
service
cost,
or
a
gain
or
loss
on
settlement,
any
reduction
in
a
surplus,
even
if
that
surplus
was
not
previously
recognized
because
of
the
impact
of
the
asset
ceiling.
Effective
date
for
application
of
this
amendment
is
annual
period
beginning
on
or
after
January
1,
2019,
although
early
application
is
permitted.
The
Group
is
currently
evaluating
the
effect
of
any
impact
on
account
of
this
amendment.

Definition
of
a
Business—Amendments
to
IFRS
3

The
IASB
issued
amendments
to
the
definition
of
a
business
in
IFRS
3
Business
Combinations
to
help
entities
determine
whether
an
acquired
set
of
activities
and
assets
is
a
business
or
not.
They
clarify
the
minimum
requirements
for
a
business,
remove
the
assessment
of
whether
market
participants
are
capable
of
replacing
any
missing
elements,
add
guidance
to
help
entities
assess
whether
an
acquired
process
is
substantive,
narrow
the
definitions
of
a
business
and
of
outputs,
and
introduce
an
optional
fair
value
concentration
test.

F-28

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

4.
Significant
accounting
judgments,
estimates
and
assumptions

The
preparation
of
the
Group's
consolidated
financial
statements
requires
management
to
make
judgments,
estimates
and
assumptions
that
affect
the
reported
amounts
of
revenues,
expenses,
assets
and
liabilities,
and
the
disclosure
of
contingent
liabilities,
at
the
end
of
the
reporting
period.
However,
uncertainty
about
these
assumptions
and
estimates
could
result
in
outcomes
that
require
a
material
adjustment
to
the
carrying
amount
of
the
assets
or
liabilities
in
future
periods.

4.1

Significant
judgments
in
applying
the
Group's
accounting
policies

In
the
process
of
applying
the
Group's
accounting
policies,
management
has
made
the
following
judgments,
which
have
the
most
significant
effect
on
the
amounts
recognized
in
the
consolidated
financial
statements:

Determination
of
functional
currency

Each
entity
in
the
Group
determines
its
own
functional
currency
(the
currency
of
the
primary
economic
environment
in
which
the
entity
operates)
and
items
included
in
the
financial
statements
of
each
entity
are
measured
using
that
functional
currency.
IAS
21,
The Effects of Changes in Foreign Exchange Rates
prescribes
the
factors
to
be
considered
for
the
purpose
of
determination
of
functional
currency.
However,
in
respect
of
parent
company
and
certain
intermediary
foreign
operations
of
the
Group,
the
determination
of
functional
currency
might
not
be
very
obvious
due
to
mixed
indicators
like
the
source
of
financing,
the
functional
currency
of
the
shareholders,
the
currency
in
which
the
borrowings
have
been
raised
and
the
extent
of
autonomy
enjoyed
by
the
foreign
operation.
In
such
cases
management
uses
its
judgment
to
determine
the
functional
currency
that
most
faithfully
represents
the
economic
effects
of
the
underlying
transactions,
events
and
conditions.

4.2

Significant
accounting
estimates
and
assumptions

The
key
assumptions
concerning
the
future
and
other
key
sources
of
estimation
uncertainty
at
the
reporting
date,
that
have
a
significant
risk
of
causing
a
material
adjustment
to
the
carrying
amounts
of
assets
and
liabilities
within
the
next
financial
year,
are
described
below.
Actual
results
could
differ
from
these
estimates.

Impairment
reviews

An
impairment
exists
when
the
carrying
value
of
an
asset
or
cash
generating
unit
(CGU)
exceeds
its
recoverable
amount.
Recoverable
amount
is
the
higher
of
its
fair
value
less
costs
to
sell
and
its
value
in
use.
The
value
in
use
calculation
is
based
on
a
discounted
cash
flow
model.
In
calculating
the
value
in
use,
certain
assumptions
are
required
to
be
made
in
respect
of
highly
uncertain
matters,
including
management's
expectations
of
growth
in
EBITDA
(Earnings
before
interest,
taxes
depreciation
and
amortization),
long
term
growth
rates;
and
the
selection
of
discount
rates
to
reflect
risks
involved.
Also,
judgment
is
involved
in
determining
the
CGU
and
grouping
of
CGUs
for
goodwill
allocation
and
impairment
testing.

The
Group
prepares
and
internally
approves
formal
five
year
plans,
as
applicable,
for
its
businesses
and
uses
these
as
the
basis
for
its
impairment
reviews.
Since
the
value
in
use
exceeds
the
carrying
amount
of
CGU,
the
fair
value
less
costs
to
sell
is
not
determined.

F-29

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

4.
Significant
accounting
judgments,
estimates
and
assumptions
(Continued)

The
key
assumptions
used
to
determine
the
recoverable
amount
for
the
CGUs,
including
sensitivity
analysis,
are
disclosed
and
further
explained
in
Note
20.

The
Group
tests
goodwill
for
impairment
annually
on
March
31
and
whenever
there
are
indicators
of
impairment.

Measurement
of
Expected
Credit
Loss
(ECL)
for
uncollectible
trade
receivables
and
advances

Loyalty
programs

Taxes

Deferred
tax
assets
are
recognized
for
all
unused
tax
losses
to
the
extent
that
it
is
probable
that
taxable
profit
will
be
available
against
which
the
losses
can
be
utilized.
Significant
management
judgment
is
required
to
determine
the
amount
of
deferred
tax
assets
that
can
be
recognized,
based
upon
the
likely
timing
and
the
level
of
future
taxable
profits,
future
tax
planning
strategies
and
recent
business
performances
and
developments.
The
Group
has
not
recognized
deferred
tax
asset
on
unused
tax
losses
and
temporary
differences
in
most
of
the
subsidiaries
of
the
Group.
Also
refer
to
Note
25.

Defined
benefit
plans

The
costs
of
post
retirement
benefit
obligation
under
the
Gratuity
plan
are
determined
using
actuarial
valuations.
An
actuarial
valuation
involves
making
various
assumptions
that
may
differ
from
actual
developments
in
the
future.
These
include
the
determination
of
the
discount
rate,
future
salary
increase,
mortality
rates
and
future
pension
increases.
Due
to
the
complexities
involved
in
the
valuation
and
its
long
term
nature,
a
defined
benefit
obligation
is
highly
sensitive
to
changes
in
these
assumptions.
All
assumptions
are
reviewed
at
each
reporting
date.
Also
refer
to
Note
34
for
assumptions
and
sensitivities.

5.
Segment
information

For
management
purposes,
the
Group
is
organized
into
lines
of
business
(LOBs)
based
on
its
products
and
services
and
has
reportable
segments
as
mentioned
below.
The
LOBs
offer
different
products
and
services,
and
are
managed
separately
because
the
nature
of
products
and
methods
used
to

F-30

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

5.
Segment
information
(Continued)

distribute
the
services
are
different.
For
each
of
these
LOBs,
Chief
Executive
Officer
(CEO)
reviews
internal
management
reports.
Accordingly,
the
Chief
Executive
Officer
(CEO)
is
construed
to
be
the
Chief
Operating
Decision
Maker
(CODM).
Segment
revenue
less
service
cost
from
each
LOB's
are
reported
and
reviewed
by
the
CODM
on
a
monthly
basis.

The
following
summary
describes
the
operations
in
each
of
the
Group's
reportable
segments:

Air
Ticketing:
Through
internet,
mobile
based
platform
and
call-centers,
the
Group
provides
the
facility
to
book
and
service
international
and
domestic
air
tickets
to
ultimate
customers
through
B2C
(Business
to
Consumer),
Business
to
Enterprise
(B2E)
and
B2B2C
(Business
to
Business
to
Consumer)
channels.
All
these
channels
share
similar
characteristics
as
they
are
engaged
in
facilitation
of
booking
of
air
tickets.
Management
believes
that
it
is
appropriate
to
aggregate
these
channels
as
one
reporting
segment
due
to
the
similarities
in
the
nature
of
business.

Hotels
and
Packages:
Through
an
internet
and
mobile
based
platform
and
call-centers,
the
group
provides
holiday
packages
and
hotel
reservations.
For
internal
reporting
purpose,
the
revenue
related
to
Airline
Ticketing
issued
as
a
component
of
group
developed
holiday
package
is
assigned
to
Hotel
and
Package
segment
and
is
recorded
on
a
gross
basis.
The
hotel
reservations
form
integral
part
of
the
holiday
packages
and,
accordingly,
management
believes
that
it
is
appropriate
to
aggregate
these
services
as
one
reportable
segment
due
to
similarities
in
the
nature
of
services.

Other
operations
primarily
include
the
advertisement
income
from
hosting
advertisements
on
our
internet
web-sites,
income
from
sale
of
coupons
and
vouchers,
income
from
sale
of
rail
and
bus
tickets
and
income
from
facilitating
website
access
to
travel
insurance
companies.
The
operations
do
not
meet
any
of
the
quantitative
thresholds
to
be
a
reportable
segment
for
any
of
the
periods
presented
in
these
consolidated
financial
statements.

F-31

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

5.
Segment
information
(Continued)

Information
about
Reportable
Segments:

Air
Ticketing
March
31
2018

2017

Hotels
and
Packages
March
31
2018

2019

2017

Others
March
31
2018

2019

2017

2019

2017

Total
March
31
2018

2019

3,656,976

5,012,931

5,708,152

5,326,414

6,628,236

6,162,926

373,423

607,346

1,058,953

9,356,813

12,248,513

12,930,031

(4,282,803)

—

(4,179,486)
(4,930,757)
(4,282,803)

—

(4,179,486)

(4,930,757)

—

3,656,976

5,012,931

5,708,152

1,146,928

1,697,479

1,880,123

373,423

607,346

1,058,953

5,177,327

25,282

7,317,756

90,001

8,647,228

263,785

Particulars
Segment
revenue
Service
cost
Segment
results

Other
income
Unallocated
expenses
Operating
loss

(before
depreciation
and
amortization)

Finance
cost
Depreciation

and
amortization

Finance
income

Share
of
loss
of

joint
venture

Change
in
fair
value
of
warrants—
gain/(loss)
Listing
and
related
expense
(refer
note
44)
Loss
before

taxes

Tax
expense
Loss
for
the

year

Reconciliation
of
information
on
Reportable
Segments
to
IFRS
measures:

(6,790,437)
(10,342,290)
(10,907,467)

(1,587,828)

(149,863)

(2,934,533)

(153,056)

(1,996,454)
(263,290)

(275,587)

139,158

(425,600)

91,912

(581,746)
41,310

(9,441)

(10,559)

(12,772)

230,111

(563,253)

1,667,193

(4,242,526)

—

(5,895,976)

(40,987)

(3,995,089)

(56,887)

(1,145,758)
(47,837)

(5,936,963)

(4,051,976)

(1,193,595)

Others
March
31
2018

2017

2019

2017

Total
March
31
2018

2019

Air
Ticketing
March
31
2018

2019

2017

Hotels
and
Packages
March
31
2018

2019

2017

Particulars
Segment
revenue

Less:
customer
inducement
and
acquisition
costs**
Revenue

Unallocated
expenses
Less:
customer
inducement
and
acquisition
costs**
Unallocated
expenses

3,656,976

5,012,931

5,708,152

5,326,414

6,628,236

6,162,926

373,423

607,346

1,058,953

9,356,813

12,248,513

12,930,031

—

(1,248,506)

3,656,976

5,012,931

3,449,265

5,326,414

6,628,236

4,914,420

373,423

607,346

994,895

9,356,813

12,248,513

—

(2,258,887)

(64,058)

—

(3,571,451)
9,358,580

(6,790,437)
(10,342,290)
(10,907,467)

—

3,571,451

(6,790,437)
(10,342,290)

(7,336,016)

Notes:

For
purposes
of
reporting
to
the
CODM,
certain
promotion
expenses
including
upfront
cash
incentives,
loyalty
programs
costs
for
customer
inducement
and
acquisition
costs
for
promoting
transactions
across
various
booking
platforms,
which
are
reported
as
a
reduction
of
revenue,
are
added
back
to
the
respective
segment
revenue
lines
and
marketing
and
sales
promotion
expenses.
For
reporting
in
accordance
with
IFRS,
such
expenses
are
recorded
as
a
reduction
from
the
respective
revenue
lines.
Therefore,
the
reclassification
excludes
these
expenses
from
the
respective
segment
revenue
lines
and
adds
them
to
the
marketing
and
sales
promotion
expenses
(included
under
Unallocated
expenses).

Assets
and
liabilities
are
not
identified
to
any
reportable
segments,
since
the
Group
uses
them
interchangeably
across
segments
and,
consequently,
the
Management
believes
that
it
is
not
practicable
to
provide
segment
disclosures
relating
to
total
assets
and
liabilities.

Geographical Information:

Given
that
Company's
products
and
services
are
available
on
a
technology
platform
to
customers
globally,
consequently,
the
necessary
information
to
track
accurate
geographical
location
of
customers
is
not
available.

F-32

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

5.
Segment
information
(Continued)

Non-current
assets
are
disclosed
based
on
respective
physical
location
of
the
assets

Non
Current
Assets*

March
31,

2018

2,454,884

12,073

2,466,957

March
31,

2019

2,385,110

6,805

2,391,915

Non-current
assets
presented
above
represent
property,
plant
and
equipment
and
intangible
assets
and
goodwill.

India
Others
Total

Major Customers:

Considering
the
nature
of
business,
customers
normally
include
individuals
and
business
enterprises.
Further,
none
of
the
corporate
and
other
customers
account
for
more
than
10%
or
more
of
the
Group's
revenues.

6.
Group
information

The
consolidated
financial
statements
of
the
Group
includes:

Information
about
group
subsidiaries

Name

THCL
Travel
Holding
Cyprus
Limited

Yatra
USA
Corp

Yatra
USA,
LLC

Asia
Consolidated
DMC
Pte.
Ltd.

Middle
East
Travel
Management
Company

Private
Limited

Yatra
Online
Private
Limited

Yatra
Corporate
Hotel
Solutions
P.
Ltd.

TSI
Yatra
Private
Limited

Yatra
TG
Stays
Private
Limited

Yatra
Hotel
Solutions
Private
Limited
Air
Travel
Bureau
Private
Limited
(formerly

known
as
Air
Travel
Bureau
Limited)

Travel.Co.In
Limited
(TCIL)

Principal
activities
Investment
Company
Investment
Company
Travel
&
Travel
related
services
Travel
&
Travel
related
services
Travel
&
Travel
related
services
Travel
&
Travel
related
services
Travel
&
Travel
related
services
Travel
&
Travel
related
services
Travel
&
Travel
related
services
Travel
&
Travel
related
services
Travel
&
Travel
related
services
Travel
&
Travel
related
services

Country
of

incorporation

March
31,

2018

March
31,

2019

%
Equity
interest

Cyprus

100

USA

Singapore

India

100****

100

98.22**

100

98.53***

98.22**/*****

98.53***/*****

—

98.53***/******

Remaining
shares
of
1.78%
are
held
by
the
minority
shareholder
as
at
March
31,
2018.

F-33

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

6.
Group
information
(Continued)

***

****

Remaining
shares
of
1.47%
are
held
by
the
minority
shareholder
as
at
March
31,
2019.
Includes
the
impact
of
the
shares
which
are
pending
allotment
as
on
March
31,
2019
to
THCL
Travel
Holding
Cyprus
Limited
in
Yatra
Online
Private
Limited.

Includes
31.74%
Class
F
shares
owned
by
Terrapin
3's
founder
stockholders
having
no
voting
right.
Terrapin
3's
founder
stockholders
also
own
Class
F
shares
in
the
Company
having
no
economic
value
and
have
an
exchange
right
to
acquire
ordinary
shares
of
the
Company.

***** During
the
financial
year
ended
March
31,
2018,
the
company
had
acquired
51%
shareholding
in
ATB
on
August
4,
2017,
with
the
obligation
to
acquire
the
remaining
49%
shareholding
pursuant
to
the
terms
of
Share
Purchase
Agreement
(SPA).
Refer
to
Note
43.

******During
the
financial
year
ended
March
31,
2019,
the
company
had
acquired
100%
shareholding
in
Travel.Co.In
Limited
on
February
8,

2019.
Refer
to
Note
43.

Joint
Venture

The
group
has
a
50%
interest
in
Adventure
and
Nature
Network
Pvt.
Ltd.
(March
31,
2018:
50%).
For
more
detail,
refer
to
Note
14.

7.
Fair
value
measurement

Set
out
below
is
a
comparison
by
class
of
the
carrying
amounts
and
fair
value
of
the
Group's
financial
instruments
that
are
carried
in
the
financial
statements.

F-34

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of
Contents

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Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

7.
Fair
value
measurement
(Continued)

Fair values

The
management
assessed
that
the
fair
values
of
trade
receivables,
cash
and
cash
equivalent,
term
deposits,
trade
payables,
borrowings
and
other
liabilities
approximates
their
carrying
amounts
largely
due
to
the
short-term
maturities
of
these
instruments.

Financial
assets
Assets
carried
at
amortized
cost
Trade
and
other
receivables
Cash
and
cash
equivalents
Term
deposits
Other
financial
assets
Total

Financial
liabilities
Liabilities
carried
at
fair
value
Share
warrants
Liability
for
acquisition
of
business
Total
Liabilities
carried
at
amortized
cost
Trade
and
other
payables
Borrowings
Other
liabilities
Total

Carrying
value

Fair
value

As
at
March
31,

2018

As
at
March
31,

2019

As
at
March
31,

2018

As
at
March
31,

2019

3,976,751

2,465,073

1,012,144

150,075

7,604,043

1,914,604

904,727

2,819,331

5,049,630

859,476

537,023

6,446,129

4,921,270

2,161,014

1,029,533

265,915

8,377,732

383,793

1,190,009

1,573,802

5,268,046

1,179,560

542,054

6,989,660

3,976,751

2,465,073

1,012,144

150,075

7,604,043

1,914,604

904,727

2,819,331

5,049,630

859,476

537,023

6,446,129

4,921,270

2,161,014

1,029,533

265,915

8,377,732

383,793

1,190,009

1,573,802

5,268,046

1,179,560

542,054

6,989,660

Fair
value
hierarchy

•

Level
1:
quoted
prices
(unadjusted)
in
active
markets
for
identical
assets
or
liabilities.

Level
2:
inputs
other
than
quoted
prices
included
within
Level
1
that
are
observable
for
the
asset
or
liability,
either
directly
(i.e.
as
prices)
or
indirectly
(i.e.
derived
from
prices).

Level
3:
inputs
for
the
asset
or
liability
that
are
not
based
on
observable
market
data
(unobservable
inputs).

F-35

Table
of
Contents

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Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

7.
Fair
value
measurement
(Continued)

Assets
for
which
fair
value
is
disclosed
Term
deposits
Other
financial
assets
Total
assets
Liabilities
carried
at
fair
value
Warrants
Liability
for
business
acquisition
Liabilities
carried
at
amortized
cost
Borrowings
Total
Liabilities

Level
1

Level
2

Level
3

Total

March
31,
2018

—

1,012,144

150,075

1,162,219

—

1,012,144

150,075

1,162,219

1,914,520

—

904,727

1,914,604

904,727

—

1,914,520

859,476

—

904,811

859,476

3,678,807

Level
1

Level
2

Level
3

Total

March
31,
2019

—

1,029,533

265,915

1,295,448

—

1,029,533

265,915

1,295,448

383,699

—

1,190,009

383,793

1,190,009

—

383,699

1,179,560

—

1,190,103

1,179,560

2,753,362

There
were
no
transfers
between
Level
1,
Level
2
and
Level
3
during
the
year.

F-36

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

7.
Fair
value
measurement
(Continued)

Valuation
Techniques
and
significant
unobservable
inputs

The
following
tables
show
the
valuation
techniques
used
in
measuring
fair
values
at
March
31,
2018
and
March
31,
2019
as
well
as
the
significant
unobservable
inputs
used.

Type
A.
Financial
Instruments
measured
at
fair
value:

Warrants

Valuation
technique

Significant
unobservable

inputs

Black-
Scholes
model:
The
valuation
model
considers
the
share
price
on
measurement
date,
expected
term
of
the
instrument,
risk
free
rate
(based
on
government
bonds),
expected
volatility
and
expected
dividend
rate.

Expected
term:
2.16
years
(PY:
2.66
years)

Risk
free
rate:
2.24%
(PY
2.26%)

Inter-relationship
between

significant
unobservable

inputs
and
fair
value

measurement

The
estimated
fair
value
would
increase
(decrease)
if:

• the
expected
term
were
higher

(lower)

• the
risk
free
rate
were
higher

(lower)

Quoted
Warrants

Fair
market
value

—

Liability
for
business
acquisition
(refer
to
Note
43)

Methodology
as
per
the
terms
of
share
purchase
agreement

Adjusted
earning
of
acquired
entity
—

B.
Financial
Instruments
for
which
fair
value
is
disclosed:

Borrowings

Discounted
cash
flows

Term
deposits

Discounted
cash
flows

Other
financial
assets

Discounted
cash
flows

Prevailing
interest
rate
in
market,
future
payouts.

Prevailing
interest
rate
to
discount
future
cash
flows

—

F-37

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

7.
Fair
value
measurement
(Continued)

Below
is
reconciliation
of
fair
value
measurements
categorized
within
level
1
&
level
3
of
the
fair
value
hierarchy

Business

acquisition

(refer
to

Note
43)

April
1,

2017

Charge
to

profit

or
loss

Charged

to
equity

Effects
of

movements
in
foreign

exchange

rates

March
31,

2018

Advance

Paid
towards

Final
Payment

Charge
to

profit

or
loss

Effects
of

movements
in
foreign

exchange

rates

March
31,

2019

Macquarie
Corporate
Holdings

Pty
Limited—Ordinary
Warrants

Quoted
Warrants
Contingent
dividend
Liability
for
business

2,229

1,335,188

2,913

—

(2,137)

565,390

(279)

—

(2,755)

(8)

13,942

1,914,520

—

121

—

(1,667,198)

—

136,377

—

383,699

—

acquisition
(refer
to
Note
43)

—

1,340,330

610,383

294,344

857,318

—

(2,755)

—

904,727

14,055

2,819,331

485,282

(200,000)

(200,000)
(1,181,911)

—

1,190,009

136,382

1,573,801

Total

8
Rendering
of
services

8.1

Disaggregation
of
revenue

In
the
following
tables,
revenue
is
disaggregated
by
product
type

Revenue by Product types

Air
Ticketing
Hotels
and
Packages
Other
Services

8.2

Contract
balances

Contract assets

2017

3,656,976

5,326,414

52,896

9,036,286

March
31,
2018

5,012,931

6,628,236

105,249

11,746,416

2019

3,449,265

4,914,420

56,419

8,420,104

Contract
assets
primarily
relate
to
the
Group's
rights
to
consideration
from
travel
suppliers
in
exchange
for
services
that
the
Company
has
transferred
to
the
traveler
when
that
right
is
conditional
on
the
Company's
future
performance.
The
contract
assets
are
transferred
to
receivables
when
the
rights
to
consideration
become
unconditional.
This
usually
occurs
when
the
Group
issues
an
invoice
to
the
travel
suppliers.

Contract
Assets

F-38

April
1,

2018

17,279

March
31,

2019
22,584

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

8
Rendering
of
services
(Continued)

Changes
in
contract
assets
are
as
follows:

Balance
at
the
beginning
of
the
year
Revenue
recognised
during
the
year
Invoices
raised
during
the
year
Balance
at
the
end
of
the
year

Contract liabilities

March
31,

2019
17,279

22,584

(17,279)
22,584

A
contract
liability
is
the
obligation
to
transfer
services
to
a
customer
for
which
the
Group
has
received
consideration
(or
an
amount
of
consideration
is
due)
from
the
customer.

Contract
liabilities
primarily
relate
to
the
consideration
received
from
customers
for
travel
bookings
in
advance
of
the
Group's
performance
obligations
which
was
earlier
classified
as
"advance
from
customers",
and
consideration
allocated
to
customer
loyalty
programs
and
advance
received
from
Global
Distribution
System
("GDS")
provider
for
bookings
of
airline
tickets
in
future
which
is
deferred,
and
which
was
earlier
classified
as
deferred
revenue

Advance
from
customer
(refer
to
Note
38)
Deferred
revenue
(refer
to
Note
35)
Total
Contract
liabilities

April
1,

2018
894,487

1,470,710

2,365,197

March
31,

2019
702,444

675,711

1,378,155

As
at
April
1,
2018,
INR
894,487
of
advance
consideration
received
from
customers
for
travel
bookings
was
reported
within
contract
liabilities,
INR
842,715
of
which
was
applied
to
revenue
and
INR
5,624
was
refunded
to
customers
during
the
year
ended
March
31,
2019.
As
at
March
31,
2019,
the
related
balance
was
INR
702,444.

No
information
is
provided
about
remaining
performance
obligations
at
March
31,
2019
that
have
an
original
expected
duration
of
one
year
or
less,
as
allowed
by
IFRS
15.

9
Other
revenue

Marketing
revenue
Total

2017

320,527

March
31,
2018

502,097

2019

938,476

Primarily
comprising
advertising
revenue
and
fees
for
facilitating
website
access
to
travel
insurance
providers.

F-39

Table
of
Contents

10
Other
income

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

Excess
provision
written
back
Government
grant
Gain
on
sale
of
property,
plant
and
equipment
(net)
Miscellaneous
income
Total

2017

20,716

—

622

3,944

25,282

March
31,
2018

15,441

69,573

1,369

3,618

90,001

2019
22,063

233,180

5,050

3,492

263,785

Government
grant
represents
the
Company's
entitlement
to
receive
duty
credit
scrips
as
grant
under
Service
Exports
from
India
Scheme
(SEIS)
from
the
Government
of
India
on
achievement
of
certain
conditions
as
notified
under
the
scheme.
Such
scrips
can
be
utilized
against
the
payment
of
custom
duty
at
the
time
of
import
of
goods
or
services
to
India.
Refer
to
note
27
for
more
details.

Excess
provision
written
back
represent
trade
payables,
that
through
the
expiry
of
time,
the
Group
has
no
further
legal
obligation
to
vendors.

11
Personnel
expenses

Salaries,
wages
and
other
short
term
employee
benefits
Contributions
to
defined
contribution
plans
Expenses
related
to
defined
benefit
plans
Share
based
compensation
costs
Employee
welfare
expenses
Total

F-40

2017

1,392,666

77,822

14,716

586,932

43,172

2,115,308

March
31,
2018

1,981,076

104,958

26,589

729,920

60,297

2,902,840

2019

2,076,918

105,863

24,575

282,883

59,975

2,550,214

Table
of
Contents

12
Other
operating
expenses

Yatra
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Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

Commission
Communication
Legal
and
professional
fees
Outsourcing
fees
Payment
gateway
and
other
charges
Advances
provision/written-off
(refer
to
Note
21)
Trade
and
other
receivables
written-off
(refer
to
Note
26)
Duties
and
taxes
Rent
Repairs
and
maintenance
Travelling
and
conveyance
Insurance
Remeasurement
of
contingent
consideration
(refer
to
Note
43)
Corporate
social
responsibility
(CSR)
expense
Miscellaneous
expenses
Total

13
Depreciation
and
amortization

Depreciation
Amortization
Total

14.
Investment
in
joint
venture

2017
746,959

213,034

203,449

33,888

535,058

12,047

80,193

12,963

148,738

80,418

112,216

12,067

—

26,857

2,217,887

March
31,
2018
894,504

283,091

308,625

40,242

743,018

9,165

125,193

95,413

178,650

91,154

138,242

39,117

294,344

10,245

34,527

3,285,530

2019
936,557

331,520

336,183

126,753

985,488

10,299

304,663

(29,595)
193,348

91,282

119,108

42,791

485,282

1,564

40,562

3,975,805

2017
64,894

210,693

275,587

March
31,
2018

104,550

321,050

425,600

2019

123,781

457,965

581,746

The
Group
entered
into
an
agreement
with
Snow
Leopard
Pvt.
Ltd
(SLA)
on
September
28,
2012
to
set
up
a
joint
venture
company
Adventure
and
Nature
Network
Private
Limited
(ANN)
to
do
business
in
adventure
travel,
having
its
principal
place
of
business
in
India.

Group
contributed
during
the
financial
year
ended
March
31,
2019:
Nil
(March
31,
2018:
Nil
and
March
31,
2017:
INR
3,000)
to
maintain
its
50%
stake
in
the
joint
venture
company.
Both
Group
and
SLA
have
equal
right
in
management
of
ANN
requiring
unanimous
decision
in
board
meetings
and
shareholder's
meetings.

Investment
in
joint
venture
is
accounted
for
using
the
equity
method
in
accordance
with
IAS
28

Investments in Associates and Joint Ventures in
the
consolidated
financial
statements.
Summarized
financial
information
of
the
joint
venture,
based
on
its
IFRS
financial
statements,
and

F-41

Table
of
Contents

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Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

14.
Investment
in
joint
venture
(Continued)

reconciliation
with
the
carrying
amount
of
the
investment
in
the
consolidated
financial
statements
are
set
out
below:

Summarized
statement
of
financial
position
of
ANN:

Current
assets,
including
cash
and
cash
equivalents
INR
5,779
(March
31,
2018:
INR

March
31,

2018

2019

4,614)

Non-current
assets
Current
liabilities
Non-current
liabilities
Equity
Group's
carrying
amount
of
the
investment
Transferred
to
other
liabilities
(refer
to
Note
38)
Net
carrying
amount
of
investment

Summarized
statement
of
profit
or
loss
of
ANN:

Revenue
Administrative
expenses,
including
depreciation
INR
146
(March
31,
2018:

INR
173
and
March
31,
2017:
INR
3,401)

Finance
cost
Loss
before
tax
Income
tax
expense
Loss
for
the
year
Group's
share
of
loss
for
the
year

(227)

6,686

314

8,573

168

(41,973)
(69,327)
(156)

(35,200)
(60,742)

(17,600)
(30,371)

30,371

17,600

—

2017
5,491

March
31,
2018

12,181

2019

14,110

(13)

(84)

(24,359)
(33,215)
(37,817)
(1,836)

(18,881)
(21,118)
(25,543)
—

(18,881)
(21,118)
(25,543)
(9,441)
(10,559)
(12,772)

—

The
joint
venture
had
no
other
contingent
liabilities
or
capital
commitments
as
at
March
31,
2019
and
March
31,
2018.
ANN
can't
distribute
its
profits
without
the
consent
from
the
two
venture
partners.

F-42

Table
of
Contents

15
Finance
income

16
Finance
cost

Yatra
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Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

Interest
income
on
:
—Bank
deposits
—Others

Unwinding
of
discount
on
other
financial
assets
Total

Bank
charges
Foreign
exchange
loss
(net)
Interest
on
borrowings
Unwinding
of
discount
on
other
financial
liability
Total

2017

March
31,
2018

2019

125,697

5,061

8,400

139,158

74,197

8,870

8,845

91,912

30,801

1,824

8,685

41,310

2017
16,007

14,525

77,421

41,910

149,863

March
31,
2018
22,334

8,154

122,568

—

153,056

2019
29,891

85,694

145,976

1,729

263,290

17.
Income
taxes

Loss
for
the
year
before
income
taxes
are
as
follows:

Domestic
Foreign
operations
Total

2017

March
31,
2018

(4,711,481)
(1,481,129)
1,448,943

(1,184,495)
(2,513,960)
(2,594,700)

(5,895,976)
(3,995,089)
(1,145,758)

2019

The
major
components
of
income
tax
expense
for
the
years
ended
31
March,
2017,
2018
and
2019
are:

Current
Period
Current
income
tax
expenses
Origination
and
reversal
of
temporary
differences
Current
year
losses
for
which
deferred
tax
is
recognised
Deferred
tax
expense
/(benefit)
Total
income
tax
expenses
as
reported
in
statement
of
profit
or
loss

F-43

2017

30,822

10,165

—

10,165

40,987

March
31,
2019
2018

75,347

74,583

75,347

(17,696)
(10,865)

(16,645)

(17,696)
(27,510)

47,837

56,887

—

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

17.
Income
taxes
(Continued)

Reconciliation
of
tax
expense
and
accounting
profit
multiplied
by
tax
rate
of
each
jurisdiction
in
which
the
Group
operates.

Loss
for
the
year
Income
tax
expense
Loss
before
income
taxes
Expected
tax
expense
at
statutory
income
tax
rate
Non
deductible
expenses
Utilization
of
previously
unrecognised
tax
losses
Current
year
losses
for
which
no
deferred
tax
asset
was
recognized

Change
in
unrecognised
temporary
differences
Effect
of
change
in
tax
rate
Others

2019

2017

56,887

40,987

March
31,
2018

(5,936,963)
(4,051,976)
(1,193,595)
47,837

(5,895,976)
(3,995,089)
(1,145,758)
(630,998)
(32,884)
(10,463)
638,730

82,109

1,949

(604)
47,837

(344,626)

(316)

(12,766)

338,682

61,132

(4,120)

3,001

40,987

887,997

(177,244)

12,507

826

56,887

(769,353)

107,496

(5,342)

The
domicile
of
the
Parent
Company
is
Cayman
Islands.
The
Group's
two
major
tax
jurisdictions
are
India
and
Singapore
with
tax
rates
ranging
between
26%
to
31.20%
(March
31,
2018:
25.75%
to
34.61%)
in
India
and
17%
(March
31,
2018:
17%)
in
Singapore,
that
have
been
applied
to
profit
or
loss
of
the
respective
jurisdiction
for
determination
of
expected
tax
expense.

18.
Loss
per
share

Basic
loss
per
share
amounts
are
calculated
by
dividing
net
loss
for
the
year
attributable
to
ordinary
equity
holders
by
the
weighted
average
number
of
ordinary
shares
outstanding
during
the
year.

Diluted
loss
per
share
amounts
are
calculated
by
dividing
the
net
loss
attributable
to
ordinary
equity
holders
by
the
weighted
average
number
of
ordinary
shares
outstanding
during
the
year
plus
the
weighted
average
number
of
ordinary
shares
that
would
be
issued
on
conversion
of
all
the
dilutive
potential
ordinary
shares
into
ordinary
shares.
The
impact
of
the
dilutive
potential
ordinary
shares
is
anti-dilutive
for
the
year
presented.

F-44

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

18.
Loss
per
share
(Continued)

The
following
reflects
the
income
and
share
data
used
in
the
basic
loss
per
share
computations:

Loss
attributable
to
ordinary
shareholders—Basic
Weighted
average
number
of
ordinary
shares
outstanding
used
in

computing
basic
loss
per
share

Basic
loss
per
share

March
31,
2018

(5,901,483)
(3,993,140)
(1,148,203)

2019

2017

24,807,122

34,301,152

(237.89)

(116.41)

43,543,991

(26.37)

The
following
reflects
the
income
and
share
data
used
in
the
diluted
loss
per
share
computations:

Loss
attributable
to
ordinary
shareholders—Basic
Add:
Loss
attributable
to
non-controlling
interest
Loss
attributable
to
ordinary
shareholders—Dilutive
Weighted
average
number
of
ordinary
shares
outstanding
used
in

computing
diluted
loss
per
share

Diluted
loss
per
share

2017

March
31,
2018

(5,901,483)
(3,993,140)
(1,148,203)
(45,392)

(5,901,483)
(3,993,140)
(1,193,595)

—

2019

24,807,122

34,301,152

(237.89)

(116.41)

44,286,393

(26.95)

Refer
to
Note
29
for
the
detail
movement
in
share
capital
during
the
financial
year.

On
December
16,
2016,
the
Parent
Company
converted
its
preference
shares
into
ordinary
shares
and
effectuated
a
reverse
5.4242194-for-one
share
split
of
its
ordinary
shares
as
well
as
a
reverse
5.4242194-for-one
adjustment
with
respect
to
the
number
of
ordinary
shares
underlying
its
share
options
and
a
corresponding
adjustment
to
the
exercise
prices
of
such
options.
Consequently,
the
basic
and
diluted
earnings
per
share
for
all
periods
presented
are
adjusted
retrospectively.

Loss
attributable
to
shareholders
is
allocated
equally
for
each
class
of
share.

At
March
31,
2019,
137,785
ordinary
shares
(March
31,
2018:
993,737
and
March
31,
2017:
555,941),
issuable
against
employee
share
options
and
restricted
share,
Nil
ordinary
shares
(March
31,
2018:
742,402
and
March
31,
2017:
742,402)
issuable
against
conversion
right
with
subsidiary's
equity
shares
and
34
ordinary
shares
(March
31,
2018:
746
and
March
31,
2017:
791),
issuable
against
equity
instruments,
were
excluded
from
the
diluted
weighted
average
number
of
ordinary
shares
calculation
as
their
effect
would
have
been
anti-dilutive.
The
Company
also
excludes
options
with
exercise
prices
that
are
greater
than
the
average
market
price
from
the
calculation
of
diluted
EPS
because
their
effect
would
be
anti-dilutive.

For
calculation
of
diluted
EPS,
since
the
exercise
price
of
share
warrants
is
greater
than
fair
market
value,
these
are
assumed
to
be
out
of
money
and
considered
not
to
be
exercisable
as
on
balance
sheet
date.
These
potential
ordinary
shares
are
not
considered
for
calculation
of
dilutive
impact
of
earning
per
share.

F-45

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

18.
Loss
per
share
(Continued)

There
have
been
no
other
transactions
involving
ordinary
shares
or
potential
ordinary
shares
between
the
reporting
date
and
the
date
of
completion
of
these
financial
statements.

19.
Property,
plant
and
equipment

Gross
block
At
March
31,
2017

Acquisitions
through
business

combinations
(refer
to
Note
43)

Additions
Disposals/adjustment
Effects
of
movements
in
foreign

exchange
rates
At
March
31,
2018
Acquisitions
through
business

combinations
(refer
to
Note
43)

Additions
Disposals/adjustment
Effects
of
movements
in
foreign

exchange
rates
At
March
31,
2019
Depreciation
At
March
31,
2017
Charge
for
the
year
Disposals/adjustment
Effects
of
movements
in
foreign

exchange
rates
At
March
31,
2018
Charge
for
the
year

Disposals/adjustment
Effects
of
movements
in
foreign

exchange
rates
At
March
31,
2019
Net
block
At
March
31,
2018
At
March
31,
2019

Leasehold

Improvements

Computer
and

Peripherals

Furniture
and

Fixtures

Vehicles

Office

Equipment

Total

44,460

256,706

11,720

105,063

29,409

447,358

30,149

—

(9,645)

7,238

106,805

(3,198)

4,817

678

(41)
(10,270)

5,919

34,698

56,013

7,890

5,890

148,071

(812)
(23,966)

137

65,101

692

368,243

17,212

2,531

137,941

42,422

3,443

630,919

—

1,744

(9,985)

260

20,702

(3,148)

—

1,123

(2,070)
(15,202)

—

15,400

260

—

42,513

3,544

(1,654)
(32,059)

56,916

(26)

386,031

16,281

1,034

139,173

44,332

1,100

642,733

37,124

11,447

(9,645)

189,374

63,351

(3,055)

9,482

1,519

(41)

49,736

22,221

(9,396)

305,712

19,996

6,012

104,550

(752)
(22,889)

117

39,043

19,407

249,726

66,373

10,981

2,078

1,639

64,200

28,849

25,275

7,074

1,852

389,225

123,781

(9,985)

(3,225)

(1,855)
(10,536)

(939)
(26,540)

48,531

26,058

8,385

312,931

118,517

73,100

F-46

11,213

690

83,203

31,421

833

487,299

6,231

5,068

73,741

55,970

17,147

12,911

241,694

155,434

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

19.
Property,
plant
and
equipment
(Continued)

The
Group
has
taken
bank
guarantee
facility
against
which
property,
plant
and
equipment
of
a
subsidiary
of
the
Group
amounting
to
INR
65,290
(March
31,
2018:
INR
105,669)
are
pledged.

The
carrying
value
of
Vehicles
held
under
finance
leases
have
a
gross
book
value
INR
38,256
(March
31,
2018:
INR
37,222),
depreciation
charge
for
the
year
INR
5,242
(March
31,
2018:
INR
5,319),
accumulated
depreciation
INR
31,962
(March
31,
2018:
INR
26,037),
net
book
value
INR
6,294
(March
31,
2018:
INR
11,186).
Leased
assets
are
pledged
as
security
for
the
related
finance
lease.

The
carrying
value
of
vehicles
held
under
vehicle
loan
have
a
gross
book
value
of
INR
88,735
(March
31,
2018:
INR
92,515),
depreciation
charge
for
the
year
of
INR
19,913
(March
31,
2018:
INR
15,276),
accumulated
depreciation
of
INR
39,668
(March
31,
2018:
INR
31,651),
net
book
value
of
INR
49,067
(March
31,
2018:
INR
60,899).
Vehicles
are
pledged
as
security
against
the
related
vehicle
loan.

In
the
statement
of
cash
flows,
proceeds
from
vehicle
loan
of
INR
12,294
(March
31,
2018:
INR
25,406
and
March
31,
2017:
INR
18,312)
has
been
adjusted
against
purchase
of
property,
plant
and
equipment

F-47

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

20.
Intangible
assets
and
goodwill

Computer
software

and

Websites

Intellectual

property

rights

Agent
/

Supplier/

relationship

Customer

relationship

Non

compete

agreement
Trademarks
Goodwill

Intangible

under

development

Total

1,085,246

56,020

222,169

—

3,200

271,329

653,666

166,627

2,458,257

898

532,290

—

(462)

1,617,972

278

56,298

—

222,169

683

433,075

—

2,051,797

596,207

279,564

—

875,850

411,648

—

1,287,544

742,122

764,253

—

2,911

59,209

49,768

1,401

—

277

51,446

1,400

—

2,911

55,757

4,852

3,452

—

222,169

132,410

17,097

—

149,507

17,097

—

166,604

72,662

55,565

134,682

—

134,682

5,654

—

140,336

—

5,986

—

5,986

9,214

—

15,200

—

125,135

16,861

—

20,061

2,110

—

22,171

3,200

3,066

—

6,266

4,669

—

10,935

13,795

11,237

—

307,520

—

475,119

(529,618)

459,961

1,007,409

(529,618)

—

271,329

—

961,186

—

112,128

(184)

3,395,825

—

53,913

—

399,270

(425,542)

62,360

832,345

(425,542)

—

271,329

67,569

13,936

—

1,015,099

—

85,856

—

2,978

3,867,966

849,154

321,050

—

81,507

13,937

—

95,444

—

358

1,170,562

457,965

—

2,958

1,631,485

189,822

175,885

961,186

1,015,099

112,128

85,856

2,225,263

2,236,481

Gross
block
At
March
31,
2017
Acquisitions
through

business
combinations
(refer
to
Note
43)

Additions
Disposals/adjustment
Effects
of
movements
in
foreign
exchange
rates

At
March
31,
2018
Acquisitions
through

business
combinations
(refer
to
Note
43)

Additions
Disposals/adjustment
Effects
of
movements
in
foreign
exchange
rates

At
March
31,
2019
At
March
31,
2017
Charge
for
the
year
Disposals
Effects
of
movements
in
foreign
exchange
rates

At
March
31,
2018
Charge
for
the
year
Disposals
Effects
of
movements
in
foreign
exchange
rates

At
March
31,
2019
Net
block
At
March
31,
2018
At
March
31,
2019

The
Group
has
taken
bank
guarantee
facility
against
which
Computer
software
and
Websites
&
intellectual
property
rights
of
a
subsidiary
of
the
Group
amounting
to
INR
673,445
(March
31,
2018:
INR
667,882)
are
pledged.

The
Company
has
written
off
fully
depreciated
assets
from
the
books
of
accounts
having
gross
value
Nil
(March
2018:
INR
Nil).

Impairment
reviews

Goodwill
acquired
through
business
combinations
having
indefinite
lives
are
allocated
to
the
CGUs.
For
the
purpose
of
impairment
testing,
goodwill
is
allocated
to
a
CGU
representing
the
lowest
level
within
the
Group
at
which
goodwill
is
monitored
for
internal
management
purposes
and
which
is

F-48

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

20.
Intangible
assets
and
goodwill
(Continued)

not
higher
than
the
Group's
operating
segment.
Carrying
amount
of
goodwill
has
been
allocated
to
the
respective
acquired
subsidiaries
level
as
follows:

TSI
Yatra
Private
Limited
Yatra
TG
Stays
Private
Limited
&
Yatra
Hotel
Solutions
Private
Limited
Air
Travel
Bureau
Private
Limited
(formerly
known
as
Air
Travel
Bureau
Limited)

(refer
to
Note
43)

Travel.Co.In
Limited
(refer
to
Note
43)
Total

March
31,

2018

103,670

549,996

2019
103,670

549,996

307,520

—

961,186

307,520

53,913

1,015,099

The
recoverable
amount
of
all
CGUs
was
based
on
its
value
in
use
and
was
determined
by
discounting
the
future
cash
flows
to
be
generated
from
the
continuing
use
of
the
CGU.
These
calculations
use
cash
flow
projections
over
a
period
of
five
years,
based
on
next
year's
financial
budgets
approved
by
management,
with
extrapolation
for
the
remaining
period,
and
an
average
of
the
range
of
assumptions
as
mentioned
below.

The
key
assumptions
used
in
value
in
use
calculations:

Discount
rate
Terminal
Value
growth
rate
EBITDA
margin
over
next
5
years

March
31,

2018
18%
5%

2019
18%
5%

10.7%
-
56.4%
8.7%
-
46.7%

The
above
discount
rate
is
based
on
the
Weighted
Average
Cost
of
Capital
(WACC)
of
a
comparable
market
participant,
which
is
adjusted
for
specific
risks.
These
estimates
are
likely
to
differ
from
future
actual
results
of
operations
and
cash
flows.

Sensitivity
change
in
assumptions

Based
on
the
above,
no
impairment
was
identified
as
of
March
31,
2019
and
March
31,
2018
as
the
recoverable
value
of
the
CGUs
exceeded
the
carrying
value.
An
analysis
of
the
calculation's
sensitivity
to
a
change
in
the
key
parameters
(revenue
growth,
discount
rate
and
long-term
growth
rate)
based
on
reasonably
probable
assumptions,
did
not
identify
any
probable
scenarios
where
the
CGUs
recoverable
amount
would
fall
below
their
carrying
amount.

F-49

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

21
Prepayments
and
other
assets

Current
Advance
to
vendors
(net
of
allowance)
Advance
to
joint
venture
(refer
to
note
42)
Balance
with
statutory
authorities
Prepaid
expenses
Due
from
employees

Total

Non-current
Prepaid
expenses
Defined
benefit
plan
asset
(refer
to
Note
34)

Advances
to
vendor
primarily
consist
of
amounts
paid
to
airline
and
hotels
for
future
bookings.

The
movement
in
the
allowance
for
doubtful
advances:

Balance
at
the
beginning
of
the
year
Provisions
accrued
during
the
year
Amount
written
off
during
the
year
Balance
at
the
end
of
the
year

22
Other
financial
assets,
Non-current

Security
deposits
Interest
accrued
on
term
deposits

Total

March
31,

2018

2019

854,942

7,759

36,222

70,971

7,928

977,822

746,513

30,385

47,865

72,148

2,997

899,908

3,403

7,835

11,238

1,527

6,339

7,866

March
31,

2018

12,047

9,165

(11,582)

9,630

2019
9,630

10,299

(3,695)

16,234

March
31,

2018

61,848

411

62,259

2019

30,356

275

30,631

Security
deposit
represents
fair
value
of
amount
paid
to
landlord
for
the
leased
premises.
As
on
March
31,
2019,
remaining
tenure
for
security
deposits
ranges
from
1
to
9
years.

In
the
statement
of
cash
flows,
interest
reinvested
on
term
deposits
INR
1,097
(March
31,
2018:
251)
has
been
adjusted
against
interest
received
under
investing
activities.

F-50

Table
of
Contents

23
Term
deposits

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

Fixed
deposits
with
banks
Total
Non-current
Current

Total

March
31,

2018

1,012,144

6,187

1,005,957

1,012,144

2019

1,029,533

23,548

1,005,985

1,029,533

Term
deposits
as
on
March
31,
2019,
include
INR
1,010,328
(March
31,
2018:
INR
831,660)
pledged
with
banks
against
bank
guarantees
and
credit
card
facility
(Refer
to
Note
32).
Tenure
for
term
deposits
range
from
1
years
to
3
years.

24
Other
non
financial
assets

Fair
value
adjustment—financial
assets
Restricted
asset

Total
Non-current
Total

13,168

103,771

116,939

30,697

224,217

254,914

Fair
value
adjustment—financial
assets
represents
unamortised
portion
of
the
difference
between
the
fair
value
of
the
financial
assets
(security
deposit)
on
initial
recognition
and
the
amount
paid.

Restricted
asset
include
INR
189,267
(March
31,
2018:
69,063)
in
respect
of
mandatory
pre-deposit
required
for
service
tax
and
income
tax
appeal
proceedings
in
India,
INR
8,468
(March
31,
2018:
8,468)
in
respect
of
refund
claim
application
with
the
service
tax
authorities,
INR
25,000
(March
31,
2018:
INR
25,000)
paid
in
relation
to
an
investigation
initiated
by
Directorate
General
of
Central
Excise
Intelligence
(DGCEI)
for
certain
service
tax
matters
in
India
and
INR
1,483
(March
31,
2018
Nil)
in
respect
of
amount
paid
under
protest
to
Goods
and
Services
Tax
(GST)
department.
The
service
tax
and
GST
amount
has
been
paid
under
protest
and
the
Group
strongly
believes
that
it
is
not
probable
the
demand
will
materialize.

F-51

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

25.
Deferred
Tax

Unrecognised
Deferred
Tax
Assets

Deferred
tax
assets
have
not
been
recognized
in
respect
of
the
following
items:

Particulars
Deductible
temporary
differences
Tax
loss
carry
forward
and
unabsorbed
depreciation
Total

March
31,

2018
178,275

1,929,178

2,107,453

2019
243,932

3,249,820

3,493,752

In
the
Group,
there
are
few
subsidiaries
for
which
no
deferred
tax
assets
have
been
recognised
on
deductible
temporary
differences
of
INR
743,384
(March,
2018:
573,762)
and
tax
losses
of
INR
9,376,379
(March,
2018:
6,159,435)
and
unabsorbed
depreciation
of
INR
1,262,313
(March
31,
2018:
1,759,363),
as
it
is
not
probable
that
taxable
profit
will
be
available
in
near
future
against
which
these
can
be
utilized.
Tax
losses
are
available
as
an
offset
against
future
taxable
profit
expiring
at
various
dates
through
2027
and
unabsorbed
depreciation
is
available
indefinitely
for
offsetting
against
future
taxable
profits.

Recognised
Deferred
Tax
Assets
and
Liabilities

Deferred
tax
assets
are
attributable
to
the
following—

Property,
plant
and
equipment
&
intangible
assets
Trade
and
other
receivables
Rent
Equalisation
reserve
Employee
benefits
Minimum
alternate
tax
recoverable
Unutilised
business
losses
Provision
for
expenses
Deferred
tax
asset
OCI
gratuity
Total
deferred
tax
asset
(A)
Deferred
tax
liablities
are
attributable
to
the
following—

Property,
plant
and
equipment
&
intangible
assets
Total
deferred
tax
liability
(B)
Net
deferred
tax
asset
(A
-
B)

F-52

March
31,

2018
18,438

36,990

1,021

12,614

5,027

—

26,642

100,732

1,917

102,649

2019
22,136

55,649

680

16,260

1,754

16,645

7,349

120,473

2,696

123,169

(44,460)
(42,503)

(44,460)
(42,503)
80,666

58,189

Table
of
Contents

25.
Deferred
Tax
(Continued)

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

Particulars
Provision
for
gratuity
Provision
for
long
term
compensated

absences

Rent
equalization
reserve
Provision
for
doubtful
debts
Bonus
payable
Fixed
assets—WDV
Expenses
disallowed
u/s
40(a)(ia)
&
43B

Minimum
alternate
tax
Tax
loss
carry
forwards
OCI-Gratuity
Deferred
tax
assets

Balance

as
on

March
31,

2018
(1,581)

Acquired

through

business

combination

—

Recognised

in
profit

or
loss

1,868

5,952

1,021

36,990

8,243

(26,022)

26,642

5,027

—

1,917

58,189

—

(2,422)

—

(2,422)

2,412

(341)

18,659

(633)

8,077

(19,293)

—

16,645

—

27,394

Recognised

in
other

comprehensive

income

Unused/

utilized

tax
credit

Balance

as
on
March,
31

2019

—

779

—

287

—

(3,274)

—

(3,274)

8,364

680

55,649

7,609

(20,367)
7,349

1,754

16,645

2,696

80,666

Pursuant
to
the
section
115JB
of
Indian
Income
Tax
Act,
Group's
subsidiaries
in
India
have
calculated
their
tax
liability
for
current
income
taxes
after
considering
Minimum
Alternate
Tax
(MAT).
The
excess
tax
paid
under
MAT
provisions
being
over
and
above
regular
tax
liability
can
be
carried
forward
and
set
off
against
future
tax
liabilities
computed
under
regular
tax
provisions.
Accordingly,
a
deferred
income
tax
asset
of
INR
1,101
(March
31,
2018:
INR
5,027)
has
been
recognized
on
the
balance
sheet
as
on
March
31,
2019,
which
can
be
carried
forward
for
a
period
of
fifteen
years
from
the
year
of
recognition.

26
Trade
and
other
receivables

Trade
receivables
(net
of
allowance)
Receivable
from
other
related
parties
(refer
to
note
42)
Refund
and
other
receivable
(net
of
allowance)

Contract
Assets
(refer
to
note
8)

Total

F-53

March
31,

2018

3,888,181

56,979

14,312

3,959,472

2019

4,830,072

4,280

64,334

4,898,686

17,279

3,976,751

22,584

4,921,270

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

26
Trade
and
other
receivables
(Continued)

A
trade
receivable
is
a
right
to
consideration
that
is
unconditional
upon
passage
of
time.
Trade
receivables
are
non-interest
bearing
and
are
generally
on
terms
of
30
to
90
days.
Revenue
for
time
and
material
contracts
are
recognised
as
related
service
are
performed.

The
trade
receivables
primarily
consist
of
amounts
receivable
from
airline's,
hotels,
corporate's
and
retail
customers
pertaining
to
the
transaction
value.

The
management
does
not
consider
there
to
be
significant
concentration
of
credit
risk
relating
to
trade,
refund
and
other
receivables.
Refer
to
note
40.

The
movement
in
the
allowance
for
expected
credit
loss
and
amounts
impaired
in
respect
of
trade,
refund
&
other
receivables
during
the
year
was
as
follows:

Balance
at
the
beginning
of
the
year
Provisions
accrued
during
the
year
Amount
written
off
during
the
year
Effect
of
movement
in
exchange
rate
Balance
at
the
end
of
the
year

27
Other
financial
assets,
current

Interest
accrued
on
term
deposits
Interest
accrued
on
advances
to
related
parties
(refer
to
note
42)
Security
deposits
Others
(includes
Government
Grant)
Total

March
31,

2019
2018

194,302

121,839

125,193

304,663

(53,996)
(12,964)
253

486,254

1,266

194,302

March
31,

2018
6,883

40,814

32,120

79,887

2019

2,404

1,642

71,406

156,835

232,287

Security
deposit
represents
fair
value
of
amount
paid
to
landlord
for
the
leased
premises.
As
on
March
31,
2019,
remaining
tenure
for
security
deposits
ranges
from
1
to
9
years.

In
the
statement
of
cash
flows,
interest
reinvested
in
term
deposits
INR
22,242
(March
31,
2018:
98,472)
has
been
adjusted
against
interest
received
under
investing
activities.

F-54

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

27
Other
financial
assets,
current
(Continued)

The
movement
in
the
Government
Grant
during
the
year
was
as
follows:

At
1
April
Recorded
in
statement
of
profit
or
loss
Received
during
the
year
Balance
at
the
end
of
the
year

There
are
no
unfulfilled
conditions
or
contingencies
attached
to
these
grants.

28
Cash
and
cash
equivalents

Cash
on
hand
Credit
card
collection
in
hand
Balances
with
bank
Cash
in
transit
Total

March
31,

2018

2019
32,120

—

233,180

69,588

(37,468)
(108,465)

156,835

32,120

March
31,

2018

2019

2,511

209,162

2,229,498

23,902

2,465,073

2,859

390,335

1,756,322

11,498

2,161,014

Credit
card
collection
in
hand
represents
the
amount
of
collection
from
credit
cards
swiped
by
the
customers
which
is
outstanding
as
at
the
year
end
and
credited
to
Group's
bank
accounts
subsequent
to
the
year
end.

At
March
31,
2019,
the
Group
had
available
INR
3,108
(March
31,
2018:
INR
710,450)
of
undrawn
borrowing
facilities.

29.
Equity
share
capital
and
share
premium

Authorized shares

Ordinary
shares
of
INR
0.006
($0.0001)
each
Ordinary
share
Class
A
of
INR
0.006
($0.0001)
each
Ordinary
share
Class
F
of
INR
0.006
($0.0001)
each
Preference
shares
of
INR
0.006
($.0001)
each

March
31,

2018
Numbers
of

500,000,000

10,000,000

3,159,375

10,000,000

523,159,375

2019
Numbers
of

500,000,000

10,000,000

3,159,375

10,000,000

523,159,375

There
is
no
change
in
the
authorized
share
capital
of
the
company
during
the
financial
ending
March
31,
2019.

F-55

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

29.
Equity
share
capital
and
share
premium
(Continued)

A
reconciliation
of
the
shares
outstanding
at
the
beginning
and
end
of
the
period
is
presented
below:

Ordinary
shares

Balance
as
at
April
1,
2017
Exercise
of
option
(Restricted
stock
units
and
share-based
payments)
(refer
to
Note
30)

Transaction
with
equity
shareholders*
Balance
as
at
March
31,
2018
Balance
as
at
April
1,
2018
Exercise
of
option
(Restricted
stock
units
and
share-based
payments)
(refer
to
Note
30)

Issue
of
ordinary
shares
in
follow-on
public
offering,
net
of
issuance
costs**
Balance
as
at
March
31,
2019

Numbers
of

33,828,856

818,954

34,647,810

635,455

10,350,000

45,633,265

Capital

633

638

713

Premium

14,438,936

636,085

(112,406)

14,962,615

357,981

3,563,509

18,884,105

Transaction
with
equity
shareholders
represent
tax
deposited
on
behalf
of
restricted
stock
holders.

On
June
26,
2018,
the
Company
completed
a
follow-on
public
offering
in
which
the
Company
offered
and
sold
an
aggregate
of
10,350,000
ordinary
shares,
including
1,350,000
ordinary
shares
sold
pursuant
to
the
underwriters'
full
exercise
of
their
option
to
purchase
additional
shares,
at
a
public
offering
price
of
INR
375.71
(USD
5.50)
per
share.
The
aggregate
price
of
the
offering
amount
registered
and
sold
was
INR
3,888,547
(USD
56,925)
of
which
we
received
net
proceeds
of
INR
3,563,580
(USD
52,168).
The
Company
incurred
expenses
of
INR
324,967
(USD
4,757)
including
the
underwriters'
commission
expense
amounting
INR
220,633
(USD
3,190),
for
the
issuance
of
the
shares
which
has
been
adjusted
against
the
share
premium.
The
amount
in
USD
is
converted
at
transaction
date
exchange
rate
of
68.31
INR
per
USD.

Terms/ rights attached to Ordinary Shares

The
Company
has
three
class
of
ordinary
shares
outstanding
which
entitles
the
holders
with
the
following
rights:

Ordinary shares

A
holder
of
an
ordinary
share
has
one
vote
for
each
share
of
ordinary
share
held
and
entitled
to
receive
dividends
when
declared
by
the
board
of
directors.

F-56

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

29.
Equity
share
capital
and
share
premium
(Continued)

Ordinary shares Class A

Class
A
shares
have
identical
rights
to
the
Company
ordinary
shares,
except
the
right
to
receive
notice
of,
attend
or
vote
as
a
member
at
any
general
meeting
of
shareholders,
but
may
vote
at
a
separate
Class
A
shareholders'
meeting
convened
in
accordance
with
the
Company
Articles
of
Association.

Ordinary shares Class F

Class
F
shares
shall
have
the
right
to
receive
notice
of,
attend
at
and
vote
as
a
member
at
any
general
meeting
of
shareholders,
but
shall
have
no
other
rights.

In
the
event
of
liquidation
of
the
Company,
the
holders
of
Ordinary
and
Class
A
ordinary
shares
are
entitled
to
receive
remaining
assets
of
the
Company,
after
distribution
of
all
preferential
amounts.
The
distribution
will
be
in
proportion
to
the
number
of
equity
shares
held
by
the
shareholders.

Class
F
shareholders
are
entitled
to
participate
in
surplus
assets
of
the
Company
in
the
case
of
winding
up.

Shares reserved for issuance against equity instruments

The
Company
reserved
1,844
shares
(March
31,
2018—1,844,
March
31,
2017—1,844)
for
issuance
at
exercise
price
of
INR
374.85
($5.42)
per
share.
These
shares
are
considered
as
equity
instrument
and
are
recorded
at
fair
value
at
the
date
of
transaction
under
IAS
32.

Shares reserved for issue under options

For
details
of
shares
reserved
for
issue
under
the
Employee
Stock
Option
Plan
(ESOP)
of
the
Company,
refer
to
Note
30.

Shares
reserved
for
issue
under
warrant
arrangement/agreement

Pursuant
to
listing
of
Parent
Company,
Network18
Media
and
Investment
Limited
(Network
18)
(formerly
known
as
Capital
18
Fincap
Private
Limited)
and
Pandara
Trust
Scheme
I
(Pandara
Trust),
shareholders
of
Yatra
Online
Private
Limited,
are
entitled
to
swap
their
shares
into
569,781
(March
31,
2018:
569,781)
and
172,635
(March
31,
2018:
172,635)
Ordinary
Shares
of
the
Parent
Company
respectively.

As
on
March
31,
2019,
Network
18
and
Pandara
Trust
have
not
exercised
their
right
to
swap
to
ordinary
shares
of
the
Parent
Company.

For
details
of
shares
reserved
for
issuance
under
the
warrant
agreement
with
Innoven,
a
non
banking
finance
company,
and
Macquarie
Corporate
Holdings
Pty
Limited
refer
to
Note
32.

F-57

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

29.
Equity
share
capital
and
share
premium
(Continued)

Treasury shares

Balance
as
at
April
1,
2017
Issue
of
shares
Vesting
of
options
Balance
as
at
March
31,
2018
Balance
as
at
April
1,
2018
Share
based
payment
expense
Vesting
of
options
Balance
as
at
March
31,
2019

Numbers
of

Amount

63,771

—

54,371

—

(35,871)
(24,287)

30,084

27,900

30,084

27,900

(650)
—

(26,901)
(18,215)

11,219

999

During
the
year
ended
March
31,
2017,
Company
has
bought
back
17,893
shares
for
INR
627.01
(USD
9.35)
per
share.

30.
Other
capital
reserve

Other
capital
reserves
March
31,
2017
Share-based
payments
expense
during
the
year
Issuance
of
warrants
(refer
to
Note
32)
Exercised
during
the
year
Forfeited
during
the
year
Expired
during
the
year
March
31,
2018
Share-based
payments
expense
during
the
year
Exercised
during
the
year
Forfeited
during
the
year
Expired
during
the
year
March
31,
2019

Share-based

payments

Equity

Instruments

Warrant

733,107

734,512

—

(650,860)

(4,592)

(2,802)

809,365

295,680

(376,339)

(13,447)

(2,870)

712,389

341

—

341

—

341

—

23,258

—

23,258

—

23,258

Total

733,448

734,512

23,258

(650,860)
(4,592)
(2,802)

832,964

295,680

(376,339)
(13,447)
(2,870)

735,988

30.1
Equity
instruments

The
Parent
Company
reserved
1,844
shares
for
the
issuance
at
exercise
price
of
INR
69.16
($
1).
These
shares
are
considered
as
equity
instrument
and
are
recorded
at
fair
value
at
the
date
of
transaction
under
IAS
32.

F-58

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

30.
Other
capital
reserve
(Continued)

30.2
Share
based
payments

2006
Share
Plan
and
2006
India
Share
Plan

The
Company
had
reserved
an
aggregate
of
1,316,765
ordinary
shares
as
at
March
31,
2019
(1,316,765
ordinary
shares
as
at
March
31,
2018)
for
issuance
to
officers,
directors
and
employees
of
the
Company
pursuant
to
its
2006
Share
Plan
and
2006
India
Share
Plan,
both
of
which
have
been
adopted
by
the
board
of
directors
(and
the
board
of
directors
of
Yatra
India,
in
relation
to
the
2006
India
Share
Plan)
and
approved
by
the
Company
shareholders
(and
the
shareholders
of
Yatra
India,
in
relation
to
the
2006
India
Share
Plan)
(collectively,
the
"Plan").
Out
of
such
reserved
shares,
options
to
purchase
652,580
ordinary
shares
have
been
granted
and
are
outstanding
as
at
March
31,
2019
(March
31,
2018:
657,130
ordinary
shares).

The
share-based
payment
awards
have
the
following
vesting
period
under
the
same
plan:-

60
months,
the
first
tranche
vests
after
two
years,
while
the
remaining
awards
vest
in
equal
installments
on
quarterly
basis
over
the
remainder
of
the
vesting
period.

12
equal
installments
over
12
months.

50%
vest
over
16
equal
quarterly
installments
starting
Dec
1,
2013;
25%
vest
if
the
"2015
Milestones"
are
met
and
then
in
eight
quarters
starting
July
1,
2015;
25%
vest
if
the
"2016
Milestones"
are
met
and
then
in
four
quarters
starting
July
1,
2016.

The
Company
estimates
the
expected
term
of
stock
grants
equivalent
to
their
vesting
period.
The
Company
has
used
the
volatility
of
stocks
of
comparative
companies
with
estimated
life
of
options
similar
to
its
grants.
The
risk-free
interest
rate
that
is
used
in
the
option
valuation
model
is
based
on
U.S.
treasury
zero
coupon
bonds
with
a
remaining
term
similar
to
the
expected
term
of
the
options.
The
Company
does
not
anticipate
paying
any
cash
dividends
in
the
foreseeable
future
and,
therefore,
has
used
an
expected
dividend
yield
of
zero
in
the
option
valuation
model.
The
Company
is
required
to
estimate
forfeitures
at
the
time
of
grant
and
revise
those
estimates
in
subsequent
periods
if
actual
forfeitures
differ
from
those
estimates.
All
stock-based
payment
awards
are
amortized
on
a
graded-
vesting
basis
over
the
requisite
service
periods
of
the
awards,
which
are
generally
the
vesting
periods.

F-59

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

30.
Other
capital
reserve
(Continued)

The
following
table
illustrates
the
number
and
weighted
average
exercise
prices
(WAEP)
of,
and
movements
in,
share
options
during
the
year:

Number
of
options
outstanding
at
the
beginning
of
the
year
Granted
during
the
year
Forfeited
during
the
year
Expired
during
the
year
Exercised
during
the
year

March
31,

2018

Weighted

average

EP
per
share

279.43

—

289.04

—

167.39

2019

Weighted

average

EP
per
share

287.05

—

348.84

270.10

300.11

No.
of

shares*

657,130

—

1,785

2,581

184

No.
of

shares*

698,965

—

6,913

—

34,922

Number
of
options
outstanding
at
the
end
of
the
year

657,130

287.05

652,580

304.92

Vested

On
December
16,
2016,
the
Parent
Company
effectuated
a
reverse
5.4242194-for-one
share
split
of
its
ordinary
shares
as
well
as
a
reverse
5.4242194-for-one
adjustment
with
respect
to
the
number
of
ordinary
shares
underlying
its
share
options
and
a
corresponding
adjustment
to
the
exercise
prices
of
such
options.

656,454

287.06

652,580

304.92

The
weighted
average
remaining
contractual
life
for
the
share
options
outstanding
as
at
March
31,
2019
was
3.63
years
(March
31,
2018:
4.61
years).

The
range
of
exercise
prices
for
options
outstanding
at
the
end
of
the
year
was
INR
270.10
to
INR
375.14
(March
31,
2018:
254.28
to
INR
353.17).

During
the
year
ended
March
31,
2019,
share
based
payment
expense
for
these
options
was
recognized
under
personnel
expenses
(refer
to
Note
11)
amounted
to
INR
24
(March
31,
2018:
INR
432
and
March
31,
2017:
INR
9,183).

Company
did
not
grant
any
options
during
the
fiscal
year
ended
March
31,
2019
and
March
31,
2018.

Restricted
Stock
Unit
Plan

On
December
16,
2016,
the
Company
approved
a
share
incentive
plan
in
connection
with
the
business
combination
transaction
(Refer
to
Note
43).
The
Company
granted
2,000,000
restricted
share,
under
the
plan
to
eligible
employees.
Each
RSU
represents
the
right
to
receive
one
ordinary
share.
Out
of
2,000,000
RSU's,
74,458
shares
have
been
issued
as
part
of
treasury
shares
(Refer
to
Note
29).

The
terms
and
conditions
for
2,000,000
RSU's:

RSUs
have
daily
graded
vesting
over
a
two
year
period.

F-60

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

30.
Other
capital
reserve
(Continued)

RSUs
have
a
two
year
repurchase
right
in
favor
of
the
Company
such
that
the
Company
will
be
able
to
acquire
any
unvested
shares
for
a
nominal
amount,
in
case
of
termination
of
the
services
of
the
employee
prior
to
vesting

RSU's
grantee
shall
have
the
option
of
settling
the
tax
obligation
by
selling
the
equivalent
shares
to
the
Company
or
by
net
settlement
method
as
per
IFRS
2
"Share-based
payment"

During
the
previous
year,
the
Company
had
modified
the
vesting
condition
and
1,925,542
RSUs
would
vest
in
installments
with
one-fourth
of
the
shares
of
RSUs
vested
on
June
30,
2017
and
three-quarters
of
RSUs
vesting
in
six
equal
quarterly
anniversaries
following
June
30,
2017
with
the
last
quarter
vesting
on
December
15,
2018.

Number
of
RSU's
outstanding
at
the
beginning
of
the
year
Granted
during
the
year
Forfeited
during
the
year
Expired
during
the
year
Vested
during
the
year

Number
of
RSU's
outstanding
at
the
end
of
the
year

Vested
and
not
exercised

March
31,

2018
No.
of

1,684,024

—

3,606

724

960,119

2019
No.
of

719,575

—

372

738

718,465

719,575

—

643,147

The
weighted
average
remaining
contractual
life
for
RSU's
outstanding
as
at
March
31,
2019
was
Nil
years
(March
31,
2018:
0.38).

The
range
of
exercise
prices
for
RSU's
outstanding
at
the
end
of
the
year
is
Nil
(March
31,
2018:
Nil).

During
the
year
ended
March
31,
2019,
share
based
compensation
cost
for
these
RSU's
is
recognized
under
personnel
expenses
amounting
to
INR
103,110
(March
31,
2018:
633,172
and
March
31,
2017:
577,749).
Refer
to
Note
11.

2016
Stock
Option
and
Incentive
Plan
(the
"2016
Plan")

On
December
13,
2016,
the
Company's
board
of
directors
approved
the
2016
Plan
and
on
December
15,
2016,
the
Company
shareholders
approved
the
2016
Plan.
The
2016
Plan
enables
the
Company
to
make
equity
based
awards
to
its
officers,
employees,
non-employee
directors
and
consultants.
The
2016
Plan
provides
for
the
grant
of
incentive
share
options,
non-qualified
share
options,
share
appreciation
rights,
restricted
share
awards,
restricted
share
units,
unrestricted
share
awards,
cash-based
awards,
performance
share
awards
and
dividend
equivalent
rights.
The
Company
has
reserved
for
issuance
7,667,393
authorized
but
unissued
ordinary
shares
under
the
2016
Plan
as
on
March
31,
2019,
which
shares
are
subject
to
an
annual
increase
on
January
1
of
each
year
equal
to
three
percent
of
the
number
of
shares
issued
and
outstanding
on
the
immediately
preceding
December
31
or
such
lesser
number
of
shares
as
determined
by
the
administrator
of
the
2016
Plan.
The
2016
Plan
limits
the
number
or
value
of
shares
that
may
be
granted
to
any
participant
in
any
one
calendar
year,
among
other
limits.

F-61

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

30.
Other
capital
reserve
(Continued)

During
the
year
ended
March
31,
2018,
the
Company
pursuant
to
the
"2016
Plan",
granted
options
to
purchase
29,269
(March
31,
2018:
337,749)
ordinary
shares
and
312,629
(March
31,
2018:
337,749)
are
outstanding
as
at
March
31,
2019.

The
share-based
payment
awards
have
the
following
vesting
period
under
the
same
plan:-

197,749
share
options
will
vest
over
a
period
of
four
years
in
equal
quarterly
installments,
with
first
such
vesting
on
February
1,
2018
equivalent
to
1/16th
of
the
total
number
of
stock
options
and
with
the
last
such
vesting
on
November
1,
2021

140,000
share
options
will
vest
over
a
period
of
two
years
in
equal
monthly
installments
commencing
from
first
vesting
on
March
1,
2018
equivalent
to
1/24th
of
the
total
number
of
stock
options,
with
the
last
such
vesting
on
February
1,
2020

21,769
share
options
will
vest
over
a
period
of
one
year
and
four
months
in
equal
monthly
installments
commencing
from
first
vesting
on
September
1,
2018
equivalent
to
1/16th
of
the
total
number
of
stock
options,
with
the
last
such
vesting
on
June
1,
2022

7,500
share
options
will
vest
over
a
period
of
one
year
in
equal
monthly
installments
commencing
from
first
vesting
on
January
1,
2019
equivalent
to
1/12th
of
the
total
number
of
stock
options,
with
the
last
such
vesting
on
December
1,
2019

The
following
table
illustrates
the
number
and
weighted
average
exercise
prices
(WAEP)
of,
and
movements
in,
share
options
during
the
year:

Number
of
options
outstanding
at
the
beginning
of
the
year
Granted
during
the
year
Forfeited
during
the
year
Number
of
options
outstanding
at
the
end
of
the
year
Vested

—

337,749

—

337,749

18,550

—

591.99

606.26

337,749

29,269

54,389

312,629

127,705

No.
of
shares

Weighted
average

EP
per
share

No.
of
shares

Weighted

average
EP
per

591.99

406.10

668.82

601.01

590.06

March
31,
2018

March
31,
2019

The
weighted
average
remaining
contractual
life
for
the
share
options
outstanding
as
at
March
31,
2019
was
4.94
years
(March
31,
2018:
6.09).

The
range
of
exercise
prices
for
options
outstanding
at
the
end
of
the
year
was
INR
380.38
to
INR
691.60
(March
31,
2018:
INR
508.51
to
INR
651.10).

During
the
year
ended
March
31,
2019,
share
based
payment
expense
for
these
options
was
recognized
under
personnel
expenses
(refer
to
Note
11)
amounted
to
INR
19,891
(March
31,
2018:
7,748
and
March
31,
2017:
Nil).
Refer
to
Note
11.

F-62

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

30.
Other
capital
reserve
(Continued)

The
following
tables
list
the
inputs
to
the
model
used
for
the
years
then
ended

Weighted
average
Fair
value
of
ordinary
share
at
the

measurement
date
(USD)
Risk—free
interest
rate
(%)
Expected
volatility
(%)
Expected
life
of
share
options
Dividend
Yield
Model
used

March
31,
2018

March
31,
2019

5.67
2.76%
-
2.80%
38.63%
-
40.64%
2.27
-
4.98
0.00%

Black-Scholes
Valuation
Black-Scholes
Valuation

7.09

2.31%
-
2.42%

36.10%
-
36.55%

2.52
-
4.95

0.00%

The
expected
life
of
share
options
has
been
taken
as
mid
point
between
first
and
last
available
exercise
date.

The
expected
volatility
reflects
the
assumption
based
on
historical
volatility
on
the
share
prices
of
similar
entities
over
a
period.

2016
Stock
Option
and
Incentive
Plan
(the
"2016
Plan")

The
Company
pursuant
to
the
"2016
Plan"
had
approved
a
grant
of
603,792
Restricted
Stock
Units
("RSUs")
and
280,886
are
outstanding
as
at
March
31,
2019
(March
31,
2018:
547,390).

The
restricted
stock
unit
awards
have
the
following
vesting
period:-

For
87,879
RSUs
granted,
vesting
of
these
RSAs
would
commence
from
May
31,
2017
with
first
vesting
equivalent
to
1/8th
of
the
Balance
RSAs
for
each
of
the
employees
and
1/8th
getting
vested
at
the
end
of
each
subsequent
quarters
until
February
28,
2019.

For
4300
RSUs
were
fully
vested
on
the
grant
date.

For
7,277
RSUs
granted,
these
RSUs
would
vest
over
a
period
of
four
years
in
equal
quarterly
installments,
vesting
period
of
which
will
commence
from
July
01,
2017
with
first
such
vesting
on
September
30,
2017
equivalent
to
one-sixteenth
of
these
RSAs
and
with
the
last
vesting
to
be
done
on
or
before
June
30,
2021.

For
20,000
RSUs
granted,
these
RSUs
would
vest
over
a
period
of
time
with
first
such
vesting
commencing
from
February
1,
2018
equivalent
to
1/10th
of
the
RSUs
and
rest
of
the
RSUs
vesting
subsequently,
in
equal
lots
of
1/12th
of
such
RSUs,
at
the
end
of
every
quarter
commencing
from
February
1,
2018,
with
the
last
one
twelfth
vesting
on
February
1,
2021.

For
479,336
RSUs
granted,
these
RSUs
would
vest
over
a
period
of
one
year
in
equal
quarterly
installments
with
first
such
vesting
commencing
from
April
1,
2018
equivalent
to
1/4th
of
these
RSUs
and
with
the
last
vesting
effectuating
on
January
1,
2019.

F-63

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

30.
Other
capital
reserve
(Continued)

For
5,000
RSUs
granted,
vesting
of
these
RSAs
would
commence
from
April
1,
2018
with
first
vesting
equivalent
to
1/4th
of
the
Balance
RSAs
for
the
employee
and
1/16th
getting
vested
at
the
end
of
each
subsequent
quarters
until
April
1,
2021.

Number
of
RSU's
outstanding
at
the
beginning
of
the
year
Granted
during
the
year
Forfeited
during
the
year
Expired
during
the
year
Vested
during
the
year
Number
of
RSU's
outstanding
at
the
end
of
the
year
Vested
and
not
exercised

March
31,
2018

March
31,
2019

No.
of
shares

—

603,792

6,535

283

49,584

547,390

—

547,390

—

13,124

3,645

249,735

280,886

263,115

The
weighted
average
remaining
contractual
life
for
RSU's
outstanding
as
at
March
31,
2019
was
1.03
years
(March
31,
2018:
0.45).

The
range
of
exercise
prices
for
RSU's
outstanding
at
the
end
of
the
year
is
Nil
(March
31,
2018:
Nil).

During
the
year
ended
March
31,
2019,
share
based
compensation
cost
for
these
RSU's
is
recognized
under
personnel
expenses
amounting
to
INR
159,857
(March
31,
2018:
88,829
and
March
31,
2017:
Nil).
Refer
to
Note
11

The
following
tables
list
the
inputs
to
the
model
used
for
the
years
then
ended:

Weighted
average
Fair
value
of
ordinary
share
at
the
measurement
date
(USD)
Risk—free
interest
rate
(%)
Expected
volatility
(%)
Expected
life
of
RSU's
Dividend
Yield
Model
used

March
31,
2018

6.68
2%
-
2.5%
35%
-
37%
0
-
4
Years
0%

Black-Scholes
Valuation

The
expected
life
of
RSU's
options
has
been
taken
as
the
vesting
period.

The
expected
volatility
reflects
the
assumption
based
on
historical
volatility
on
the
share
prices
of
similar
entities
over
a
period.

F-64

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

31.
Components
of
Other
Comprehensive
Loss

The
following
table
summarizes
the
changes
in
the
accumulated
balance
for
each
component
of
accumulated
other
comprehensive
loss
attributable
to
the
Company.

2017

March
31,
2018

2019

Actuarial
loss
on
defined
benefit
plan:
Actuarial
loss
on
obligation
(refer
to
Note
34)
Income
tax
expense
Total
Foreign
currency
translation:
Foreign
currency
translation
differences
Income
tax
expense
Balance
at
the
end
of
period

32.
Borrowings

Current
Finance
lease
liabilities
Vehicle
loan
Secured
loan
from
banks/NBFC's**
Bank
overdraft
Total
Non-Current
Finance
lease
liabilities
Vehicle
loan
Secured
loan
from
banks/NBFC's**
Total

(8,873)
(5,047)
(5,776)
250

(8,140)
(4,860)
(5,526)

733

187

44,997

—

44,997

(9,879)
(4,834)
—

(9,879)
(4,834)

—

Term

March
31,

2018

2019

Less
than
1
year

On
demand

4,920

14,310

472,630

—

491,860

3,071

15,653

335,751

797,343

1,151,818

More
than
1
year

3,992

31,813

324,164

359,969

1,032

23,555

—

24,587

F-65

Table
of
Contents

32.
Borrowings
(Continued)

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

Interest
Rate
14.75%

Currency

INR

SGD
2.99%
to
3.18%

Year
of
Maturity

2019
-
2020

Floating
rate*
On
demand

2017
-
2022

2019
-
2021

2019
-
2020

8
-
10%

USD

9.0%

Carrying
amount
March
31,

2018

400,116

—

46,123

8,912

396,678

851,829

2019
161,120

797,343

39,208

4,103

174,631

1,176,405

Secured
bank
loans/NBFC's**
Bank
overdraft
Vehicle
loan
Finance
lease
liabilities
Secured
bank
loans

6M
MCLR
+
spread

Non-Banking
Financial
Company

Bank overdrafts

The
overdraft
facility
of
INR
800,000
is
taken
from
ICICI
bank
by
the
Group.
The
facility
is
secured
by
the
fixed
deposits
and
first
pari
passu
charge
by
way
of
hypothecation
of
all
fixed
assets
and
current
assets,
both
existing
and
future,
including
intellectual
property
and
intellectual
property
rights.

The
overdraft
facility
of
INR
450
is
taken
from
the
Canara
bank
by
the
Group.
The
facility
is
secured
by
the
fixed
deposits.

Secured loan—InnoVen capital

During
the
financial
year
ending
March
31,
2018,
the
Company
had
taken
a
loan
amounting
to
INR
1,034,448
(USD
7.8
million
and
INR
495
million)
that
carries
an
interest
of
9%
per
annum
on
loan
taken
outside
India
and
an
interest
of
14.75%
on
loan
taken
in
India.
The
Group
received
the
amount
in
two
tranches
of
INR
665,800
(USD
5
million
and
INR
320
million)
and
INR
368,648
(USD
2.8
million
and
INR
175
million).
The
loan
is
repayable
in
26
and
23
monthly
installments
of
INR
13,300
(USD
0.2
million)
and
INR
8,419
(USD
0.12
million)
respectively
each
along
with
interest
for
the
loan
taken
outside
India.
For
the
borrowing
in
India
the
loan
is
repayable
in
26
and
23
monthly
installments
of
INR
12,308
and
INR
7,609
respectively
each
along
with
interest.
Pursuant
to
the
loan,
the
Company
has
also
issued
154,000
warrants
to
Innoven
for
them
to
be
subscribed
to
equivalent
number
of
shares
at
an
exercise
price
of
$12
per
share
up
to
September
2022
(refer
Warrants
section
below).
The
loan
is
secured
by
pledge
of
all
existing
and
future,
current
and
non-current
assets,
including
any
intellectual
property
and
intellectual
property
rights
of
the
group
and
by
the
pledge
of
shares
held
by
Yatra
India
in
ATB.
As
on
July
4,
2019,
the
pledge
on
these
shares
has
been
released
against
a
fixed
deposit
of
INR
50
million.

Warrants—Macquarie

In
conjunction
with
various
financing
transactions,
the
Company
issued
warrants
(except
quoted
warrants)
to
purchase
the
Company's
ordinay
shares.
These
warrants
are
classified
to
be
derivative
instruments
and
as
such,
are
recorded
at
fair
value
through
profit
and
loss
account.
The
Company
estimates
the
fair
values
of
the
warrants
at
each
reporting
period
using
a
Black-Scholes
option-pricing
model.

F-66

Table
of
Contents

32.
Borrowings
(Continued)

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

The
Company
will
continue
to
adjust
the
fair
value
of
the
warrant
liability
at
the
end
of
each
reporting
period
for
changes
in
fair
value
from
the
prior
period
until
the
earlier
of
the
exercise
or
expiration
of
the
applicable
warrants
or
until
such
time
that
the
warrants
are
no
longer
determined
to
be
derivative
instruments.

Warrants—Innoven

During
the
previous
year,
the
Company
had
further
allotted
warrants
against
the
loan
facility,
the
fair
values
of
the
warrants
was
taken
using
a
Black-Scholes
option-pricing
model
as
on
the
date
of
the
allotment.
These
warrants
are
classified
to
be
equity
instruments
and
accounted
for
on
the
same
basis.

Warrants
give
the
holder
the
right
to
purchase
ordinary
shares
from
the
Company
at
a
specific
price
within
a
certain
time
frame.
The
details
of
the
warrants
issued
is
as
follows:

Macquarie
Corporate
Holdings
Pty
Limited—Ordinary

shares*

Innoven
Capital—Ordinary
shares

Number
of

Date
of
issue

Exercise
price

Expiration
date

46,458

24-Jul-15

154,000
12-Sep-17

INR
1860.40
($26.90)

INR
829.92
($12)

24-Jul-23
12-Sep-22

On
December
16,
2016,
the
Parent
Company
converted
its
preference
shares
into
ordinary
shares
and
effectuated
a
reverse
5.4242194-for-
one
share
split
of
its
ordinary
shares
as
well
as
a
reverse
5.4242194-for-one
adjustment
with
respect
to
the
number
of
ordinary
shares
underlying
its
share
options
and
a
corresponding
adjustment
to
the
exercise
prices
of
such
options.

Refer
to
Note
7
(considered
derivative
instruments)
and
Note
30
(considered
equity),
for
movement
in
warrants
during
the
year.

Vehicle loan

This
includes
the
vehicles
taken
on
loan
by
the
company.
Refer
to
Note
19.

Finance lease liabilities

Finance
lease
liabilities
include
the
vehicles
taken
on
finance
lease
by
the
company.
Refer
to
Note
19.

F-67

Table
of
Contents

33
Trade
and
other
payables

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

Trade
payables
Accrued
expenses
Related
parties
(refer
to
Note
42)
Refund
and
other
payables*

Total
Current
Non-current
Total

March
31,

2018

3,977,674

381,880

16,767

673,309

5,049,630

—

5,049,630

2019

4,124,409

275,515

15,517

852,605

5,268,046

5,264,949

3,097

5,268,046

Non-current
portion
pertains
to
the
expenditure
incurred
towards
advertisements
made
as
per
the
advertisements
contract
entered
with
BCCL
(refer
note
39).

During
the
year
ending
March
31,
2019,
the
Company
has
reassessed
its
estimates
of
likely
future
refund
of
certain
customer
transactions
and
the
above
liability
has
been
adjusted
accordingly.

34.
Employment
benefit
plan

Defined
benefit
plan
Liability
for
compensated
absences
Total
liability
Defined
benefit
plan
asset
(refer
to
note
21)
Total
asset
Net
Unfunded
liability

March
31,

2018
87,009

67,624

154,633

7,835

79,174

2019

106,718

72,287

179,005

6,339

100,379

The
Group's
gratuity
scheme
for
its
employees
in
India,
is
a
defined
benefit
plan.
Gratuity
is
paid
as
a
lump
sum
amount
to
employees
at
retirement
or
termination
of
employment
at
an
amount
based
on
the
respective
employee's
eligible
salary
and
the
years
of
employment
with
the
Group.
The
benefit
plan
is
partially
funded.
The
following
table
sets
out
the
disclosure
in
respect
of
the
defined
benefit
plan.

F-68

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

34.
Employment
benefit
plan
(Continued)

Movement
in
obligation

Present
value
of
obligation
at
beginning
of
year
Acquired
through
business
combination
Interest
cost
Current
service
cost
Past
service
cost
Actuarial
loss
on
obligation
—economic
assumptions
—demographic
assumptions

Benefits
paid
Present
value
of
obligation
at
closing
of
year

Movement
in
plan
assets

March
31,

2018
70,951

22,589

4,715

14,633

8,683

2019

115,708

—

6,977

20,166

—

(1,792)

6,139

489

4,506

(10,210)
(20,216)

127,630

115,708

March
31,

Fair
value
of
plan
assets
at
beginning
of
the
year
Acquired
through
business
combination
Employer
contributions
Benefits
paid
Divestiture
Earning
on
assets
Actuarial
loss
on
plan
assets
Fair
value
of
plan
assets
at
end
of
the
year

Unfunded liability
Current
Non-current
Unfunded
liability
recognized
in
statement
of
financial
position
Unfunded
liability
recognized
in
statement
of
financial
position

Funded asset
Prepayment
and
other
assets—Non-Current

F-69

2018
8,517

27,578

1,612

(2,014)

—

1,442

(601)

36,534

2019

36,534

—

2,270

(4,752)
(8,588)
2,568

(781)

27,251

March
31,

2018

2019

13,687

65,487

79,174

24,869

75,510

100,379

7,835

6,339

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

34.
Employment
benefit
plan
(Continued)

Components
of
cost
recognized
in
profit
or
loss

Current
service
cost
Past
service
cost
Net
interest
cost

Amount
recognized
in
other
comprehensive
income

Actuarial
loss
on
obligation*

Refer
to
Note
31
for
the
movement
during
the
year.

2017

11,824

—

2,892

14,716

March
31,
2018
14,633

8,683

3,273

26,589

2019

20,166

—

4,409

24,575

2017

8,873

March
31,
2018

5,047

2019

5,776

The
principal
actuarial
assumptions
used
for
estimating
the
group's
defined
benefit
obligations
are
set
out
below:

Discount
rate
Future
salary
increase
Average
expected
future
working
life
(years)
Retirement
age
(years)
Mortality
table
Withdrawal
rate
(%)

Ages

Upto
30
years
From
31
to
44
years
Above
44
years

March
31,

2018
6.80
-
7.10%

5
-
11%

2.33
-
3.7
58

2019
6.75
-
6.90%
5
-
11%
2.34
-
3.93
58

IALM*
(2006
-
08)
Ultimate

40
-
70%

30
-
35%

3
-
5%

40
-
70%
30
-
35%
3
-
5%

Indian
Assured
Lives
Mortality
(2006-08)
Ultimate
represents
published
mortality
table
used
for
mortality
assumption.

F-70

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

34.
Employment
benefit
plan
(Continued)

Sensitivity
analysis

Reasonably
possible
changes
at
the
reporting
date
to
one
of
the
relevant
actuarial
assumptions,
holding
other
assumptions
constant,
would
have
affected
the
defined
benefit
obligation
by
the
amounts
shown
below:

a)
Impact
of
the
change
in
discount
rate
a)
Impact
due
to
increase
of
0.50%
b)
Impact
due
to
decrease
of
0.50%

b)
Impact
of
the
change
in
salary
increase
a)
Impact
due
to
increase
of
0.50%
b)
Impact
due
to
decrease
of
0.50%

March
31,

2018

2019

(2,696)
(3,406)

2,736

2,844

2,251

1,967

(2,188)
(2,763)

The
sensitivity
analyses
above
have
been
determined
based
on
a
method
that
extrapolates
the
impact
on
the
defined
benefit
obligation
as
a
result
of
reasonable
changes
in
key
assumptions
occurring
at
the
end
of
the
reporting
period.
These
analysis
are
based
on
a
change
in
a
significant
assumption,
keeping
all
other
assumptions
constant
and
may
not
be
representative
of
an
actual
change
in
the
defined
benefit
obligation
as
it
is
unlikely
that
changes
in
assumptions
would
occur
in
isolation
of
one
another.

The
following
payments
are
expected
contributions
to
the
defined
benefit
plan
in
future
years:

Year
1
Year
2
Year
3
Year
4
Year
5
Year
6
-
10
Total
expected
payments

F-71

March
31,

2018
27,738

18,805

15,187

11,567

9,851

35,676

118,824

2019
29,827

21,429

15,107

12,725

11,986

38,393

129,467

Table
of
Contents

35
Deferred
revenue

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

Global
Distribution
System
providers
Loyalty
program
Total
deferred
revenue
Non-current
Current
Total

March
31,

2018

1,365,932

104,778

1,470,710

599,612

871,098

1,470,710

2019

652,895

22,816

675,711

96,392

579,319

675,711

"Global
Distribution
System
providers"
represents
the
amount
received
upfront
by
the
group
as
a
part
of
commercial
arrangement
with
the
Global
Distribution
System
("GDS")
providers
for
facilitating
the
booking
of
airline
tickets
on
our
websites
or
other
distribution
channels.
The
same
is
recognized
as
revenue
for
actual
airline
tickets
sold
over
the
total
number
of
airline
tickets
to
be
sold
as
per
the
term
of
the
agreement,
in
both
cases
sold
on
such
GDS
platforms,
and
the
balance
amount
is
recognized
as
deferred
revenue.

March
31,

As
at
April
1
Deferred
during
the
year
Recorded
in
statement
of
profit
or
loss
As
at
March
31

36
Other
financial
liabilities

2018
998,265

1,098,695

(626,250)

1,470,710

2019

1,470,710

—

(794,999)
675,711

Non-current
Share
warrants
(refer
to
Note
32)

Current
Due
to
employees
Share
warrants
Liability
for
the
acquisition
of
business
(refer
to
Note
43)

Total

F-72

March
31,

2018

2019

196,956

1,914,520

904,727

3,016,203

182,495

383,699

1,190,009

1,756,203

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

37
Other
non
financial
liability,
non-current

Lease
rent
equalization
Total

38
Other
current
liabilities

Advance
from
customers
Statutory
liabilities
Other
liabilities
Lease
rent
equalization
Interest
accrued
on
term
loan
Total

39.
Commitment
and
contingencies

Capital and other commitments:

March
31,

2018

5,815

2019

2,303

March
31,

2018
894,487

260,786

80,700

2,327

7,647

1,245,947

2019
702,444

266,159

93,402

3,217

3,155

1,068,377

•

Contractual
commitments
for
capital
expenditure
pending
execution
were
INR
1,859
as
at
March
31,
2019
(INR
7,745
as
at
March
31,
2018).
Contractual
commitments
for
capital
expenditure
are
relating
to
acquisition
of
vehicle,
furniture
and
fixture,
computer
software
and
websites,
computer
hardware.

Contractual
commitments
for
revenue
expenditure*
pending
execution
were
INR
106,206
as
at
March
31,
2019
(INR
40,683
as
at
March
31,
2018).
Contractual
commitments
for
revenue
expenditure
are
relating
to
advertisement
services.

Includes
Advertisement
and
Debenture
agreement
with
BCCL

The
Company
has
entered
into
a
debenture
subscription
agreement
with
Bennett,
Coleman
&
Company
Limited.
BCCL
agreed
to
subscribe
to
1
non-
convertible
debenture
for
an
aggregate
consideration
of
subscription
amount
of
INR
195,000
and
the
Company
agrees
to
issue
and
allot
the
same
to
BCCL
on
a
private
placement
basis.

Non
convertible
debentures
(NCD)
allotted
to
BCCL
shall
be
redeemed
at
the
redemption
amount
of
INR
214,500
being
the
sum
of
NCD
Subscription
Amount
and
the
NCD
Interest.

The
Company
also
entered
into
an
advertisement
agreement
with
BCCL
wherein
the
Company
has
paid
a
deposit
of
INR
195,000
along
with
the
advertisement
commitment
amounting
INR
300,000
to
BCCL.
This
deposit
will
be
utilised
towards
payments
to
be
made
in
relation
to
advertisements
released
in
properties
owned
and
managed
by
BCCL.

F-73

Table
of
Contents

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Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

39.
Commitment
and
contingencies
(Continued)

Contingent liabilities

Claims
not
recognised
as
liability
were
INR
86,508
as
at
March
31,
2019
(INR
65,175
as
at
March
31,
2018).

These
represents
claim
made
by
the
customers
due
to
service
related
issues,
which
are
contested
by
the
Company
and
are
pending
in
various
consumer
redressal
forums
in
India.
This
also
includes
INR
1,000
as
at
March
31,
2019
(INR
1,000
as
at
March
31,
2018)
towards
claim
for
copyright
infringement.
The
management
does
not
expect
these
claims
to
succeed
and,
accordingly,
no
provision
has
been
recognised
in
the
financial
statements.

ii)

INR
251,324
as
at
March
31,
2019
(INR
254,246
as
at
March
31,
2018),
represents
show
cause
cum
demand
notices
raised
by
Service
Tax
authorities
over
subsidiaries
in
India.
Based
on
the
Group's
evaluation,
it
believes
that
is
not
probable
that
the
demand
will
materialise
and
therefore
no
provision
has
been
recognised.

iii)

INR
96,608
as
at
March
31,
2019
(INR
108,540
as
at
March
31,
2018),
represents
show
cause
cum
demand
notices
raised
by
Income
Tax
authorities
over
subsidiaries
in
India.
Based
on
the
Group's
evaluation,
it
believes
that
it
is
not
probable
that
the
demand
will
materialise
and,
therefore,
no
provision
has
been
recognised.

Operating lease commitment—Group as lessee

As
lessee,
the
Group's
obligation
arising
from
non-cancellable
leases
are
mainly
related
to
lease
arrangements
for
real
estate.
These
leases
have
various
extension
options
and
escalation
clause.
As
per
the
agreements
maximum
obligation
on
long
term
non-cancellable
leases
are
as
follows:

The
future
minimum
lease
payment
obligation
as
lessee
as
under:

Within
one
year
After
one
year
but
not
more
than
five
years
More
than
five
years
Total

March
31,

2018

118,351

155,220

11,153

284,724

2019

104,289

337,665

317,092

759,046

During
the
year
ended
March
31,
2019,
INR
193,348
was
recognized
as
rent
expense
under
other
operating
expenses
in
statement
of
profit
and
loss
in
respect
of
operating
leases
(March
31,
2018:
INR
178,650
and
March
31,
2017:
INR
148,738).
As
on
March
31,
2019,
remaining
tenure
for
operating
leases
range
from
1
to
9
years.

F-74

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

39.
Commitment
and
contingencies
(Continued)

Finance lease commitment—Group as lessee

The
Group
has
finance
leases
for
vehicles.
The
Group's
obligations
under
finance
leases
are
secured
by
the
lessor's
title
to
the
leased
assets.
Future
minimum
lease
payments
under
finance
leases
together
with
the
present
value
of
the
net
minimum
lease
payments
are,
as
follows:

Within
one
year
After
one
year
but
not
more
than
five
years
Total
Less:
amount
representing
finance
charges
Present
value
of
minimum
lease
payments

40.
Financial
instruments
risk
management,
objective
and
policies

March
31,

2018
5,819

4,481

10,300

1,387

8,913

2019

3,534

1,071

4,605

502

4,103

The
Group's
activities
are
exposed
to
variety
of
financial
risk:
credit
risk,
liquidity
risk
and
foreign
currency
risk.
The
Group's
senior
management
oversees
the
management
of
these
risks.
The
Group's
senior
management
ensures
that
the
Group's
financial
risk
activities
are
governed
by
appropriate
policies
and
procedures
and
that
financial
risks
are
identified,
measured
and
managed
in
accordance
with
the
Group's
policies
and
risk
objectives.
The
Group
reviews
and
agrees
on
policies
for
managing
each
of
these
risks
which
are
summarized
below:

Credit
risk

Credit
risk
is
the
risk
that
a
counter
party
will
not
meet
its
obligations
under
a
financial
instrument
or
customer
contract,
leading
to
a
financial
loss.
The
Group
is
exposed
to
credit
risk
from
its
operating
activities
(primarily
trade
receivables),
including
deposits
with
banks
and
financial
institutions,
foreign
exchange
transactions
and
other
financial
instruments.

Trade receivables

Customer
credit
risk
is
managed
by
each
business
unit
subject
to
the
Group's
established
policy,
procedures
and
control
relating
to
customer
credit
risk
management.
Credit
quality
of
a
customer
is
assessed
based
on
an
extensive
credit
rating
scorecard
and
individual
credit
limits
are
defined
in
accordance
with
this
assessment.

F-75

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

40.
Financial
instruments
risk
management,
objective
and
policies
(Continued)

The
carrying
amount
of
the
financial
assets
represents
the
maximum
credit
exposure.
The
maximum
exposure
to
credit
risk
at
the
reporting
date
was:

Trade
and
other
receivables
Term
deposits
and
other
financial
assets
Total

The
age
of
Trade
and
other
receivables
at
the
reporting
date
was:

0
-
30
days
31
-
90
days
91
-
180
days
More
than
180
days
Total

March
31,

2018

3,976,751

1,272,970

5,249,721

2019

4,921,270

1,295,448

6,216,718

March
31,

2018

2,906,073

568,903

281,749

220,026

3,976,751

2019

3,569,845

929,721

177,769

243,935

4,921,270

Allowances
for
doubtful
debts
mainly
represent
amounts
due
from
airlines,
hotels
and
customers.
Based
on
historical
experience,
the
Group
believes
that
no
impairment
allowance
is
necessary,
except
for
as
disclosed
in
Note
26,
in
respect
of
trade
receivables.

Liquidity
risk

Prudent
liquidity
risk
management
implies
maintaining
sufficient
cash
and
marketable
securities,
the
availability
of
funding
through
an
adequate
amount
of
committed
credit
facilities
and
the
ability
to
close
out
market
positions.
Due
to
the
dynamic
nature
of
the
underlying
businesses,
the
consolidated
entity
aims
to
maintain
flexibility
in
funding
by
keeping
committed
credit
lines
available.

The
Group
manages
liquidity
by
maintaining
adequate
reserves,
banking
facilities
and
reserve
borrowing
facilities,
by
continuously
monitoring
forecast
and
actual
cash
flows
and
matching
the
maturity
profiles
of
financial
assets
and
financial
liabilities.

F-76

Table
of
Contents

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Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

40.
Financial
instruments
risk
management,
objective
and
policies
(Continued)

The
following
tables
set
forth
Company's
financial
liabilities
based
on
expected
and
undiscounted
amounts
as
at
March
31,
2018
and
2019.

As
at
March
31,
2018
Vehicle
loan
Finance
lease
liabilities
Trade
and
other
payables
Term
loan
Other
Current
liabilities
Total

As
at
March
31,
2019
Vehicle
loan
Finance
lease
liabilities
Trade
and
other
payables
Term
loan
Bank
overdraft
Other
Current
liabilities
Total

Carrying

Amount

46,123

8,913

5,049,630

796,794

1,390,068

7,291,528

Contractual

Cash

Flows*

52,991

10,300

5,049,630

882,490

1,390,068

7,385,479

Within

1
year

17,624

5,819

5,049,630

554,189

1,390,068

7,017,330

1
-
5
Years

35,367

4,481

—

328,301

—

368,149

More
than

5
years

—

Carrying

Amount

39,208

4,103

5,268,046

335,752

797,343

1,664,215

8,108,667

Contractual

Cash

Flows*

44,061

4,605

5,268,046

372,613

797,343

1,664,215

8,150,883

Within

1
year

18,420

3,534

5,264,949

372,613

797,343

1,664,215

8,121,074

1
-
5
Years

More
than

5
years

25,641

1,071

3,097

—

29,809

—

Represents
Undiscounted
cash
flows
of
interest
and
principal

Based
on
the
past
performance
and
current
expectations,
the
Group
believes
that
the
cash
and
cash
equivalent
and
cash
generated
from
operations
will
satisfy
the
working
capital
needs,
funding
of
operational
losses,
capital
expenditure,
commitments
and
other
liquidity
requirements
associated
with
its
existing
operations
through
at
least
the
next
12
months.
In
addition,
there
are
no
transactions,
arrangements
and
other
relationships
with
any
other
person
that
are
reasonably
likely
to
materially
affect
or
the
availability
of
the
requirement
of
capital
resources.

Foreign
currency
risk

Foreign
currency
Risk
is
the
risk
that
the
fair
value
or
future
cash
flows
of
an
exposure
will
fluctuate
because
of
the
changes
in
foreign
exchange
rates.
The
Group
operates
through
subsidiaries
in
India,
Singapore
and
United
States.
The
functional
currency
of
these
subsidiaries
is
the
local
currency
in
the
respective
countries
and
accordingly
there
are
no
related
significant
foreign
currency
exposures.

The
Company
currently
does
not
have
any
hedging
agreements
or
similar
arrangements
with
any
counter-party
to
cover
its
exposure
to
any
fluctuations
in
foreign
exchange
rates.
The
Group's
exposure
to
the
risk
of
changes
in
foreign
exchange
rates
relates
primarily
to
the
Group's
operating
transactions
which
are
denominated
in
currency
other
than
subsidiary's
functional
currency
(foreign
currency
denominated
receivables
and
payables).

F-77

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

40.
Financial
instruments
risk
management,
objective
and
policies
(Continued)

Foreign currency sensitivity

The
following
tables
demonstrate
the
sensitivity
to
a
reasonably
possible
change
in
exchange
rates.
Any
change
in
the
exchange
rate
of
USD,
Euro
and
GBP
against
currencies
other
than
INR
is
not
expected
to
have
significant
impact
on
the
Group's
profit
or
loss.
Accordingly,
a
5%
appreciation/weakening
of
the
USD,
Euro
and
GBP
currency
as
indicated
below,
against
the
INR
would
have
increased/decreased
loss
by
the
amount
shown
below;
this
analysis
is
based
on
foreign
currency
exchange
rate
variances
that
the
Group
considered
to
be
reasonably
possible
at
the
end
of
reporting
period.
The
analysis
assumes
that
all
other
variables
remain
constant.

5%
strengthening/weakening
of
USD
against
INR
5%
strengthening/weakening
of
Euro
against
INR
5%
strengthening/weakening
of
GBP
against
INR

41.
Capital
management

March
31,

2018

7,561

2,319

1,971

2019

10,256

2,245

930

For
the
purpose
of
the
Group's
capital
management,
capital
includes
issued
capital,
share
premium
and
all
other
equity
reserves
attributable
to
the
equity
holders
of
the
parent.
The
primary
objective
of
the
Group's
capital
management
is
to
ensure
that
it
maintains
a
strong
credit
rating
and
healthy
capital
ratios
in
order
to
support
its
business
and
maximise
the
shareholders'
value.

In
order
to
achieve
this
overall
objective,
the
Group's
capital
management,
amongst
other
things,
aims
to
ensure
that
it
meets
financial
covenants
attached
to
its
interest-bearing
loans
and
borrowings
that
form
part
of
its
capital
structure
requirements.
Breaches
in
the
financial
covenants
could
permit
the
bank
to
immediately
call
interest-bearing
loans
and
borrowings.
During
the
financial
year
March
31,
2019,
the
Company
had
raised
additional
capital
through
follow-on
public
offering
(refer
to
Note
29).
During
the
financial
year
March
31,
2018,
the
company
had
taken
a
loan
from
Innoven
Capital
(refer
to
Note
32).

The
Group
manages
its
capital
structure
and
makes
adjustments
to
it,
in
light
of
changes
in
economic
conditions
and
the
requirements
of
the
financial
covenants.
To
maintain
or
adjust
the
capital
structure,
the
Group
may
adjust
the
dividend
payment
to
shareholders,
return
capital
to
shareholders
or
issue
new
shares.
No
changes
were
made
in
the
objectives,
policies
or
processes
during
the
years
ended
March
31,
2018
and
March
31,
2019.

F-78

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

41.
Capital
management
(Continued)

The
Group
monitors
capital
using
a
debt
equity
ratio,
which
is
debt
divided
by
total
equity.

Interest
bearing
loans
and
borrowings
(Note
32)
Less:
cash
and
cash
equivalents
(Note
28)
Net
debt

Share
warrants
(Note
36)
Equity
Total
Equity

March
31,

2018
851,829

2019

1,176,405

(2,465,073)
(2,161,014)
(984,609)

(1,613,244)

1,914,604

383,793

(224,918)
2,359,749

2,743,542

1,689,686

Gearing
ratio
(Net
debt
/
total
equity
+
net
debt)

–2110.39%

–55.98%

42.
Related
party
disclosures

For
the
purpose
of
the
consolidated
financial
statements,
parties
are
considered
to
be
related
to
the
group,
if
the
Group
has
the
ability,
directly
or
indirectly,
to
exercise
significant
influence
over
the
party
in
making
financial
and
operating
decisions,
or
vice
versa,
or
where
the
Group
and
the
party
are
subject
to
common
control
or
common
significant
influence.
Related
parties
may
be
individuals
or
other
entities.

Related
parties
and
nature
of
related
party
relationship:

Nature
of
relationship
Key
Management
Personnel

Mr.
Dhruv
Shringi

Name
of
related
party

Co-founder,
CEO
and

Director

Mr.
Alok
Vaish

Mr.
Murlidhara
Lakshmikantha
Kadaba

Mr.
Sanjay
Arora

Mr.
Sean
Agarwal(w.e.f.
March
1,
2018)

Mr.
Sudhir
Kumar
Sethi

Mr.
Promod
Haque
(resigned
on
October
13,

Chief
Financial
Officer

Non-executive
Director

2017)

Mr.
Amit
Bapna
(resigned
on
December
12,

Non-executive
Director

2017)

Ms.
Neelam
Dhawan
(apppointed
from
Jan
1,

Non-executive
Director

2019)

Entities
having
significant
influence

Group
Companies
of
entities
having
significant

influence

E-18
Limited
IDG
Ventures
India
Advisors
Private
Limited

Reliance
Capital
Limited
(till
December
12,

2017)

Terrapin
Partners,
LLC

E-18
Limited

Reliance
Retail
Limited

Reliance
Industries
Limited

F-79

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

42.
Related
party
disclosures
(Continued)

Nature
of
relationship

Name
of
related
party

Reliance
Capital
Limited

(till
December
12,
2017)

Reliance
Infrastructure
Limited

Reliance
ADA
Group
Private
Limited

Reliance
Power

Reliance
Communications
Limited

Reliance
General
Insurance
Company
Limited

Reliance
Defence
Limited

Reliance
Defence
Systems
Private
Limited

Reliance
Nippon
Life
Insurance
Co
Limited

Reliance
Nippon
Life
Asset
Management
Limited

Reliance
Home
Finance
Limited

Reliance
Commercial
Finance
Limited

Reliance
Infocomm
Limited

Reliance
Defence
Systems
&
Tech
Limited

Reliance
Cement
Company
Private
Limited

Other
entities
where
the
company
considers
their
to
be
a

Macquarie
Capital

significant
influence
due
to
significant
transaction
with
investor

(USA)
Inc.

Joint
Venture
Company

Adventure
and
Nature

Network
Private
Limited

F-80

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

42.
Related
party
disclosures
(Continued)

During
the
year,
the
Group
entered
into
the
following
transactions,
in
the
ordinary
course
of
business
on
an
arm's
length
basis,
with
related
parties:

Significant Influence
Rendering
of
services

Group Companies of entities having significant influence
Rendering
of
services
Advertisement
expense
Interest
expense
Communication
expense
Legal
and
professional
fees
Insurance
expense

Other entities where the company considers their to be a significant

influence due to significant transaction with investor

Legal
and
professional
fees
Joint venture company
Rendering
of
services
Recovery
of
expenses
Loan
given
Interest
income

Significant Influence
Trade
payable
Trade
receivable
Group Companies of entities having significant influence
Trade
payable
Trade
receivable
Joint venture company
Prepayment
and
Other
asset
Other
current
financial
assets

2017

March
31,
2018

2019

22,041

6,910

—

88,932

15,154

220

12,971

—

169,342

5,247

4,428

11,491

5,497

405

—

1,716

489

—

101,353

—

103

7,500

—

196

22,500

1,824

March
31,

2018

2019

1,092

3,504

—

15,675

53,475

15,517

4,280

7,759

30,385

1,642

The
sales
to
and
purchases
from
related
parties
are
made
on
terms
equivalent
to
those
that
prevail
in
arm's
length
transactions.
Outstanding
balances
at
the
year-end
are
unsecured
and
interest
free.
There
have
been
no
guarantees
provided
or
received
for
any
related
party
receivables
or
payables.

F-81

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

42.
Related
party
disclosures
(Continued)

Compensation
of
key
management
personnel
of
the
Group

Short-term
employee
benefits
Contributions
to
defined
contribution
plans
Profit
linked
bonus
Directors
Sitting
fee's
Share
based
payment
Total
compensation
paid
to
key
management
personnel

2017
28,760

27,187

2,762

353,271

412,002

March
31,
2018
47,369

8,790

9,947

447,848

513,976

2019
50,830

7,271

8,587

179,884

246,593

Provision
for
gratuity
and
compensated
absences
has
not
been
considered,
since
the
provisions
are
based
on
actuarial
valuations
for
the
Group's
entities
as
a
whole.

During
the
financial
year
ending
March
31,
2019,
the
Company
had
bought
back
Nil
(March
31,
2018:
Nil
and
March
31,
2017:
7,982)
number
of
shares
from
key
management
personnel

The
amount
disclosed
in
the
table
are
the
amounts
recognized
as
an
expense
during
the
reporting
period
related
to
key
management
personnel.

Directors'
Loan
and
Advances

Year
ended
March
31,
2019
March
31,
2018

43.
Business
Combination

Travel.Co.In Limited ("TCIL")

Interest

income

Advances

given

—

342

337

Repayment/

settlement
of

advances

Receivable

342

337

—

On
February
8,
2019,
the
"Company's",
subsidiary,
Yatra
Online
Private
Limited
("Yatra
India")
acquired
all
of
the
outstanding
shares
of
Travel.Co.In
Limited
("TCIL")
pursuant
to
a
Share
Purchase
Agreement
by
and
among
Yatra
India,
TCIL
and
the
sellers
party
thereto
(the
"Share
Purchase
Agreement").
Pursuant
to
the
terms
of
the
Share
Purchase
Agreement,
the
Company
has
acquired
all
the
outstanding
shares
of
TCIL
in
exchange
for
an
upfront
payment
of
INR
58,276.

This
acquisition
has
further
strengthened
the
Company's
position
in
the
large
and
growing
corporate
travel
market
in
southern
India
region
along
with
adding
over
100
corporate
clients
to
its
existing
client
base.
This
acquisition
allowed
in
delivering
best-in-class
experiences
to
an
even
wider
set
of
corporate
clients,
through
the
Company
web
and
mobile
app
platforms
and
enhancing
its
reach
to
cross-sell
its
entire
product
suite,
including
hotels,
to
this
customer
base.

The
operations
of
TCIL
have
been
consolidated
in
the
financial
statements
of
the
Group
from
February
1,
2019.
TCIL
contributed
net
revenue
of
INR
7,231
and
loss
of
INR
1,549
to
the
Group's
result.

F-82

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

43.
Business
Combination
(Continued)

Acquisition-related
costs

The
Group
incurred
acquisition
related
costs
of
INR
6,142
relating
to
external
legal
fees
and
due
diligence
cost.
These
amounts
have
been
included
in
other
operating
expenses
in
the
consolidated
statement
of
profit
or
loss
and
other
comprehensive
loss
for
the
year
ended
March
31,
2019.

Purchase
consideration

Purchase
consideration
has
been
fair
valued
at
INR
58,276.

The
purchase
price
of
INR
58,276
as
on
the
date
of
acquisition
had
been
allocated
to
the
acquired
assets
and
liabilities
as
follows:

Net
working
capital
(including
cash)
Tangible
assets
Customer
base
and
relationships
Non
compete
agreements
Goodwill
Deferred
tax
liability
Total
purchase
consideration
Analysis
of
cash
flows
on
acquisition:

Net
cash
acquired
with
the
subsidiary
Cash
paid
Net
cash
flow
on
acquisition

The
table
below
shows
the
values
and
lives
of
intangibles
recognised
on
acquisition:-

Customer
base
and
relationships
Non
compete
agreements
Total
Intangibles

Gross
carrying
amount
At
April
1,
2018
Acquisition
of
a
subsidiary—Travel.Co.In
Limited
("TCIL")
At
March
31,
2019

(1,240)
260

5,654

2,110

53,913

(2,421)

58,276

4,828

(58,276)

(53,448)

Life
(years)
4
5

5,654

2,110

7,764

Goodwill

961,186

53,913

1,015,099

The
goodwill
recognised
is
primarily
attributed
to
the
expected
synergies
and
other
benefits
from
combining
the
assets
and
activities
of
TCIL
with
those
of
the
Group.
The
goodwill
is
not
deductible
for
income
tax
purposes.

F-83

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

43.
Business
Combination
(Continued)

Air Travel Bureau Private Limited ("ATB") (formerly known as Air Travel Bureau Limited)

On
July
20,
2017,
Yatra
India
agreed
to
acquire
all
of
the
outstanding
shares
of
Air
Travel
Bureau
Limited
("ATB")
pursuant
to
a
Share
Purchase
Agreement
by
and
among
Yatra
India,
ATB
and
the
sellers
party
thereto
(the
"Share
Purchase
Agreement").

Pursuant
to
the
terms
of
the
Share
Purchase
Agreement,
we:
(a)
acquired
a
majority
of
the
outstanding
shares
of
ATB
on
August
4,
2017
in
exchange
for
a
payment
of
approximately
INR
510
million
and
(b)
agreed
to
acquire
the
balance
of
the
outstanding
shares
of
ATB
in
exchange
for
a
final
payment
(the
"Final
Payment")
to
be
made
at
a
second
closing
(the
"Second
Closing).
To
date
the
Second
Closing
has
not
occurred,
as
Yatra
India
and
the
Sellers
have
not
yet
agreed
on
the
computation
for
the
Final
Payment.

This
acquisition
significantly
strengthens
the
Company's
position
in
the
large
and
growing
corporate
travel
market
in
India.
As
a
combined
entity,
Yatra
became
the
largest
corporate
travel
services
platform
in
India
by
Gross
Bookings.
Through
this
acquisition,
the
Company
had
delivered
best-in-class
experiences
to
an
even
wider
set
of
corporate
clients
and
their
employees,
through
the
Company
web
and
mobile
app
platforms
and
enhancing
its
reach
to
cross-sell
its
entire
product
suite,
including
hotels,
to
this
customer
base.

The
operations
of
ATB
have
been
consolidated
in
the
financial
statements
of
the
Group
from
July
31,
2017.
ATB
contributed
net
revenue
of
INR
560,968
and
profit
of
INR
7,586
to
the
Group's
result
for
the
year
ended
March
31,
2018.

Acquisition-related
costs

The
Group
incurred
acquisition
related
costs
of
INR
5,943
relating
to
external
legal
fees
and
due
diligence
cost.
These
amounts
have
been
included
in
other
operating
expenses
in
the
consolidated
statement
of
profit
or
loss
and
other
comprehensive
loss
for
the
year
ended
March
31,
2018.

Purchase
consideration

Purchase
consideration
had
been
fair
valued
at
INR
1,120,510
as
at
July
31,
2017
out
of
which
INR
509,999
had
been
paid
and
balance
had
been
shown
under
other
current
financial
liabilities.

The
purchase
price
of
INR
1,120,510
as
on
the
date
of
acquisition
had
been
allocated
to
the
acquired
assets
and
liabilities
as
follows:

Net
working
capital
(including
cash)
Tangible
assets
Long
term
liabilities
Customer
base
and
relationships
Non
compete
agreements
Goodwill
Deferred
tax
liability
Total
purchase
consideration

F-84

1,245,235

71,016

(695,088)
134,681

16,861

400,254

(52,449)

1,120,510

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

43.
Business
Combination
(Continued)

The
net
assets
recognized
on
July
31,
2017,
were
based
on
the
provisional
assessment
of
the
Performance
Linked
Bonus
("PLB"),
trade
payables
and
trade
receivables.
Based
on
the
revised
assessment
of
the
PLB
income,
trade
payables
and
trade
receivables,
there
was
an
increase
in
the
net
assets
of
INR
92,734
and
there
was
also
a
corresponding
decrease
of
goodwill
of
INR
92,734,
resulting
in
INR
307,520
of
total
goodwill
arising
on
the
acquisition.

After
taking
the
impact
of
the
above
adjustment
on
the
date
of
the
acquisition,
the
fair
value
of
the
trade
receivables
was
INR
1,425,036.
The
gross
amount
of
trade
receivables
was
INR
1,442,300.
The
difference
between
the
fair
value
and
the
gross
amount
is
the
result
of
an
adjustment
for
counterparty
credit
risk.
At
March
31,
2018,
INR
18,141
of
the
trade
receivables
has
been
impaired.

Gross
carrying
amount

At
April
1,
2017
Acquisition
of
a
subsidiary—Air
Travel
Bureau
Limited
("ATB")
At
March
31,
2018

Analysis
of
cash
flows
on
acquisition:

Net
cash
acquired
with
the
subsidiary
Cash
paid
Net
cash
flow
on
acquisition

The
table
below
shows
the
values
and
lives
of
intangibles
recognised
on
acquisition:-

Customer
base
and
relationships
Non
compete
agreements
Total
Intangibles

Goodwill

653,666

307,520

961,186

156,543

(510,000)

(353,457)

Life
(years)
15
3.5

134,682

16,861

151,543

The
goodwill
recognised
is
primarily
attributed
to
the
expected
synergies
and
other
benefits
from
combining
the
assets
and
activities
of
ATB
with
those
of
the
Group.
The
goodwill
is
not
deductible
for
income
tax
purposes.

Contingent
consideration

As
part
of
the
share
purchase
agreement
with
the
previous
owner
of
ATB,
a
contingent
consideration
is
to
be
paid
based
on
certain
performance
conditions
of
the
acquired
business.
As
at
the
acquisition
date,
the
fair
value
of
the
contingent
consideration
was
estimated
to
be
INR
1,120,510.

During
the
year
ended
March
31,
2019,
it
was
estimated
that
the
performance
condition
will
be
achieved
due
to
change
in
business
conditions
and
better
cash
flow
management.
The
fair
value
of
the
contingent
consideration
determined
during
the
year
ended
March
31,
2019
reflects
this
development,
amongst
other
factors
and
a
remeasurement
charge
has
been
recognised
through
profit
or
loss.

F-85

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

43.
Business
Combination
(Continued)

A
reconciliation
of
fair
value
measurement
of
the
contingent
consideration
liability
is
provided
below:

As
at
July
31,
2017
Liability
arising
on
business
combination
Unrealised
fair
value
changes
recognised
in
profit
or
loss
As
at
March
31,
2018
Unrealised
fair
value
changes
recognised
in
profit
or
loss
Advance
paid*
As
at
March
31,
2019

—

610,383

294,344

904,727

485,282

200,000

1,190,009

During
the
financial
year
March
31,
2019,
the
Company
had
paid
INR
200,000
as
an
advance
against
the
Second
closing.

Till
date,
the
Second
Closing
has
not
occurred,
as
Yatra
India
and
the
Sellers
have
not
yet
agreed
on
the
computation
for
the
Final
Payment.
On
June
4,
2019,
the
Economic
Offences
Wing
of
the
Delhi
Police
(the
"EOW")
registered
a
First
Information
Report
to
initiate
an
investigation
of
a
criminal
complaint
(the
"Complaint")
previously
filed
with
the
EOW
by
Mr.
Sunil
Narain
(the
"Complainant"),
one
of
the
Sellers.
The
Complaint
alleged,
among
other
things,
cheating
and
criminal
breach
of
trust
in
connection
with
Yatra
India's
performance
of
its
obligations
under
the
Share
Purchase
Agreement,
which
Yatra
India
has
denied
in
its
initial
response
to
the
Complaint.
The
Complaint
was
originally
filed
against
(i)
Yatra
India,
(ii)
certain
officers
and
directors
of
our
subsidiaries,
including
Yatra
India,
and
(iii)
a
partner
in
Yatra
India's
external
auditing
firm
(the
"Respondents",
and
together
with
the
Complainant,
the
"Parties").
As
relief,
the
Complainant
requested
that
appropriate
action
be
taken
in
response
to
the
alleged
criminal
acts,
including,
among
other
things,
the
registration
of
a
First
Information
Report.

Terrapin 3 Acquisition Corporation

On
July
13,
2016,
the
Parent
Company
entered
into
a
business
combination
agreement
with
NASDAQ
listed
Terrapin
3
Acquisition
Corporation
("Terrapin"
or
"TRTL").
Terrapin
was
a
special
purpose
acquisition
company
formed
for
the
purpose
of
effecting
a
merger,
acquisition,
or
similar
business
combination.
Terrapin
raised
INR
14,111,708
in
its
IPO
in
July
2014.
Subsequently
TRTL
was
restructured
by
formation
of
TRTL
parent
and
TRTL
subsidiary
(collectively
referred
to
as
TRTL).
On
December
16,
2016,
the
business
combination
was
completed
pursuant
to
the
terms
of
the
Amended
and
Restated
Business
Combination
Agreement,
dated
as
of
September
28,
2016
and,
consequently,
TRTL's
parent
merged
with
and
into
the
Parent
Company.
Pursuant
to
the
business
combination
agreement,
holders
of
shares
of
TRTL's
Class
A
common
stock
received
ordinary
shares
of
the
Parent

F-86

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

43.
Business
Combination
(Continued)

Company
in
exchange
for
their
shares
of
TRTL's
Class
A
common
stock
on
a
one-for-one
basis;
holders
of
shares
of
TRTL's
Class
F
common
stock
received
one
Class
F
share
of
the
Parent
Company,
which
has
no
economic
right
but
only
a
voting
right
similar
to
ordinary
shares,
for
each
share
of
TRTL's
Class
F
common
stock:
and
each
of
TRTL's
outstanding
warrants
ceased
to
represent
a
right
to
acquire
shares
of
TRTL's
Class
A
common
stock
and
instead
represent
the
right
to
acquire
the
same
number
of
ordinary
shares
of
the
Parent
Company,
at
the
same
exercise
price
and
on
the
same
terms
as
in
effect
immediately
prior
to
the
closing
of
the
business
combination.

For
accounting
purposes,
the
Parent
Company
is
deemed
to
be
the
accounting
acquirer
in
the
Business
Combination
and,
consequently,
the
Business
Combination
is
treated
as
a
capital
transaction
involving
the
issuance
of
Parent
Company
shares.

The
transaction
was
been
consummated
by
the
issuance
of
6.794
million
ordinary
shares
of
Yatra
Online,
Inc.
to
holders
of
TRTL
Class
A
common
stock
in
exchange
for
their
shares
of
TRTL
Class
A
common
stock
on
a
one-for-one
basis,
the
assumption
of
34.675
million
warrants
issued
to
TRTL
warrant
holders
and
the
issuance
of
3.159
million
Class
F
shares
of
Yatra
Online,
Inc.
to
TRTL
Class
F
stockholders.
Terrapin
3's
net
assets
of
INR
2,404,373
were
combined
with
the
Company
and
the
issuance
of
ordinary
shares
of
the
Parent
Company
was
recorded
at
the
fair
value
of
INR
6,474,133
with
the
resulting
difference
amounting
to
INR
4,069,760,
representing
the
expense
reflected
as
listing
and
related
expenses
in
statement
of
profit
or
loss.

The
net
assets
of
INR
2,404,373
acquired
on
December
16,
2016
includes:

Cash
and
cash
equivalent
Current
assets
Accounts
payable
Warrants

Subsequent
to
consummation
of
business
combination;

Amount

4,051,557

8,285

(23,797)

(1,631,672)

during
December
2016,
the
Parent
Company
raised
additional
capital
of
INR
1,663,544
on
private
placement
basis
and
certain
warrant
holders
exercised
their
right
resulting
into
additional
share
capital
of
INR
7,352.

ii)

during
December
2016,
the
Parent
Company
granted
2,000,000
restricted
stock
units
(RSUs)
to
certain
employees.
Each
unit
of
RSU
entitles
the
holder
to
purchase
one
share
of
the
Company,
subject
to
requirement
of
vesting
conditions.
These
RSUs
had
been
issued
subject
to
a
two
year
repurchase
right
in
favor
of
the
Company
such
that
the
Company
was
be
able
to
acquire
any
unvested
shares
for
a
nominal
amount.
The
cost
of
RSUs
determined
by
the
fair
value
at
the
date
of
grant
was
amortized
on
a
monthly
graded
basis
over
the
total
vesting
period.
For
details,
refer
note
30.

iii)

during
December
2016,
the
Parent
Company
declared
contingent
dividend
of
INR
2,368,275
to
its
shareholders,
certain
employees,
warrant
holders
and
swap
shareholders.
Such
contingent
dividend
was
payable
only
upon
the
achievement
by
the
Company
of
defined
net
revenue
and
earnings
before
interest,
tax,
depreciation
and
amortization
(EBITDA)
metrics
in
calendar
year
2017
and
during
the
period
from
January
1,
2018
through
June
30,
2018.
As
at
March
31,
2019
the
fair
value
of
contingent
dividend
attributable
to
shareholders,
amounting
to
Nil
(March
31,
2018:
Nil)
has
been
adjusted
with

F-87

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

43.
Business
Combination
(Continued)

equity
and
Nil
(March
31,
2018:
Nil)
attributable
to
employees
and
warrant
holders,
has
been
recorded
in
statement
of
profit
or
loss
and
other
comprehensive
loss.

iv)

the
Parent
Company
incurred
transaction
costs
amounting
to
INR
253,813
in
March
31,
2017.
An
amount
of
INR
172,474
has
been
charged
to
statement
of
profit
or
loss
and
other
comprehensive
loss
and
INR
81,339
in
statement
of
changes
in
equity
under
equity
share
premium.

44.
Listing
and
related
expenses

Listing
and
related
expenses
items
include:

•

Listing
expense
amounting
to
Nil
(March
31,
2018:
Nil
and
March
31,
2017:
4,069,760).
Also
refer
to
Note
43.

Transaction
costs
for
consummation
of
business
combination
amounting
to
Nil
(March
31,
2018:
Nil
and
March
31,
2017:
INR
172,474).

Contingent
dividend
(basis
reassessment
of
fair
valuation)
amounting
to
Nil
(March
31,
2018:
Nil
and
March
31,
2017:
INR
292)
towards
contingent
dividend
payable
to
holders
of
certain
share
options
and
share
warrants.

45.
Subsequent
event

Ebix
Merger
Agreement

On
July
16,
2019,
the
Company
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
the
Company,
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
Merger
is
intended
to
qualify
as
a
tax-free
reorganization
within
the
meaning
of
Section
368(a)(1)
of
the
US
Internal
Revenue
Code
of
1986,
as
amended.

Subject
to
the
terms
and
conditions
of
the
Merger
Agreement,
at
the
effective
time
of
the
Merger
(the
"Effective
Time"):

•

All
of
the
issued
and
outstanding
Ordinary
Shares,
Class
A
Shares
and
Yatra
USA
Class
F
Shares
(each
as
defined
in
the
Merger
Agreement),
will
be
cancelled
and
converted
into
the
right
to
receive
0.005
(the
"Exchange
Ratio")
of
a
share
of
Ebix's
Series
Y
Convertible
Preferred
Stock,
par
value
$0.10
per
share
(the
"Ebix
Preferred
Stock");

Each
Class
F
Share
(as
defined
in
the
Merger
Agreement)
that
is
issued
and
outstanding
will
be
cancelled
and
converted
into
the
right
to
receive
0.00000005
of
a
share
of
Ebix
Preferred
Stock;

Each
Yatra
India
Share
(as
defined
in
the
Merger
Agreement)
that
is
issued
and
outstanding
will
be
cancelled
and
converted
into
the
right
to
receive
a
specified
number
of
shares
of
Ebix
Preferred
Stock,
as
set
forth
in
the
Merger
Agreement;

Each
option
to
purchase
Ordinary
Shares,
whether
vested
or
unvested,
will
be
canceled
and
converted
as
of
immediately
prior
to
the
Effective
Time
into
the
right
to
receive
in
respect
of

F-88

Table
of
Contents

Yatra
Online,
Inc.

Notes
to
the
consolidated
financial
statements
for
the
year
ended
March
31,
2019
(Continued)

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

45.
Subsequent
event
(Continued)

•

each
Net
Option
Share
(as
defined
in
the
Merger
Agreement),
if
any,
subject
to
such
option,
the
merger
consideration
that
would
be
received
for
one
Ordinary
Share;

Each
warrant
to
purchase
Ordinary
Shares
("Yatra
Warrant"),
to
the
extent
not
cancelled
in
as
per
the
Merger
Agreement,
will
be
assumed
by
Ebix
and
become,
as
of
the
Effective
Time,
an
option
to
purchase,
on
the
same
terms
and
conditions
(including
applicable
vesting,
exercise
and
expiration
provisions)
as
applied
to
each
such
Yatra
Warrant
immediately
prior
to
the
Effective
Time,
shares
of
Ebix
Preferred
Stock
(such
option,
an
"Assumed
Warrant"),
except
that
(A)
the
number
of
shares
of
Ebix
Preferred
Stock,
subject
to
such
Assumed
Warrant
will
be
equal
to
the
product
of
(x)
the
number
of
Ordinary
Shares
that
were
subject
to
such
Yatra
Warrant
immediately
prior
to
the
Effective
Time,
multiplied
by
(y)
the
Exchange
Ratio,
and
(B)
the
per-share
exercise
price
will
be
equal
to
the
quotient
of
(1)
the
exercise
price
per
Ordinary
Share
at
which
such
Yatra
Warrant
was
exercisable
immediately
prior
to
the
Effective
Time,
divided
by
(2)
the
Exchange
Ratio.

Each
share
of
Ebix
Preferred
Stock
is
convertible,
at
the
option
of
the
holder,
into
20
shares
of
common
stock
of
Ebix.

Air Travel Bureau Limited ("ATB")—Business Combination

On
June
4,
2019,
the
Economic
Offences
Wing
of
the
Delhi
Police
(the
"EOW")
registered
a
First
Information
Report
to
initiate
an
investigation
of
a
criminal
complaint
(the
"Complaint")
previously
filed
with
the
EOW
by
Mr.
Sunil
Narain
(the
"Complainant"),
one
of
the
Sellers.
The
Complaint
alleged,
among
other
things,
cheating
and
criminal
breach
of
trust
in
connection
with
Yatra
India's
performance
of
its
obligations
under
the
Share
Purchase
Agreement,
which
Yatra
India
has
denied
in
its
initial
response
to
the
Complaint.
The
Complaint
was
originally
filed
against
(i)
Yatra
India,
(ii)
certain
officers
and
directors
of
our
subsidiaries,
including
Yatra
India,
and
(iii)
a
partner
in
Yatra
India's
external
auditing
firm
(the
"Respondents",
and
together
with
the
Complainant,
the
"Parties").
As
relief,
the
Complainant
requested
that
appropriate
action
be
taken
in
response
to
the
alleged
criminal
acts,
including,
among
other
things,
the
registration
of
a
First
Information
Report.

F-89

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Certification
of
Chief
Executive
Officer

Pursuant
to
Section
302
of
the
Sarbanes-Oxley
Act
of
2002

Exhibit
12.1

I,
Dhruv
Shringi,
certify
that:

I
have
reviewed
this
Annual
Report
on
Form
20-F
of
Yatra
Online,
Inc.
(the
"Company");

Based
on
my
knowledge,
this
Annual
Report
does
not
contain
any
untrue
statement
of
a
material
fact
or
omit
to
state
a
material
fact
necessary
to
make
the
statements
made,
in
light
of
the
circumstances
under
which
such
statements
were
made,
not
misleading
with
respect
to
the
period
covered
by
this
report;

Based
on
my
knowledge,
the
financial
statements,
and
other
financial
information
included
in
this
report,
fairly
present
in
all
material
respects
the
financial
condition,
results
of
operations
and
cash
flows
of
the
Company
as
of,
and
for,
the
periods
presented
in
this
report;

The
Company's
other
certifying
officer
and
I
are
responsible
for
establishing
and
maintaining
disclosure
controls
and
procedures
(as
defined
in
Exchange
Act
Rules
13a-15(e)
and
15d-15(e))
and
internal
control
over
financial
reporting
(as
defined
in
Exchange
Act
Rules
13a-15(f)
and
15(d)-15(f))
for
the
Company
and
have:

designed
such
disclosure
controls
and
procedures,
or
caused
such
disclosure
controls
and
procedures
to
be
designed
under
our
supervision,
to
ensure
that
material
information
relating
to
the
Company,
including
its
consolidated
subsidiaries,
is
made
known
to
us
by
others
within
those
entities,
particularly
during
the
period
in
which
this
report
is
being
prepared;

designed
such
internal
control
over
financial
reporting,
or
caused
such
internal
control
over
financial
reporting
to
be
designed
under
our
supervision,
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation
of
financial
statements
for
external
purposes
in
accordance
with
generally
accepted
accounting
principles;

evaluated
the
effectiveness
of
the
Company's
disclosure
controls
and
procedures
and
presented
in
this
report
our
conclusions
about
the
effectiveness
of
the
disclosure
controls
and
procedures,
as
of
the
end
of
the
period
covered
by
this
report
based
on
such
evaluation;
and

disclosed
in
this
report
any
change
in
the
Company's
internal
control
over
financial
reporting
that
occurred
during
the
period
covered
by
the
Annual
Report
that
has
materially
affected,
or
is
reasonably
likely
to
materially
affect,
the
Company's
internal
control
over
financial
reporting.

The
Company's
other
certifying
officer
and
I
have
disclosed,
based
on
our
most
recent
evaluation
of
internal
control
over
financial
reporting,
to
the
Company's
auditors
and
the
Audit
Committee
of
the
Company's
Board
of
Directors
(or
persons
performing
the
equivalent
functions):

all
significant
deficiencies
and
material
weaknesses
in
the
design
or
operation
of
internal
control
over
financial
reporting
which
are
reasonably
likely
to
adversely
affect
the
Company's
ability
to
record,
process,
summarize
and
report
financial
information;
and

any
fraud,
whether
or
not
material,
that
involves
management
or
other
employees
who
have
a
significant
role
in
the
Company's
internal
control
over
financial
reporting.

Date:
July
31,
2019

By:
/s/
DHRUV
SHRINGI

Name:
Dhruv
Shringi

Title:

Chief Executive Officer (Principal Executive

Officer)

QuickLinks

Exhibit
12.1

Certification
of
Chief
Executive
Officer
Pursuant
to
Section
302
of
the
Sarbanes-Oxley
Act
of
2002

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--
Click
here
to
rapidly
navigate
through
this
document

Certification
of
Chief
Financial
Officer

Pursuant
to
Section
302
of
the
Sarbanes-Oxley
Act
of
2002

Exhibit
12.2

I,
Alok
Vaish,
certify
that:

I
have
reviewed
this
Annual
Report
on
Form
20-F
of
Yatra
Online,
Inc.
(the
"Company");

any
fraud,
whether
or
not
material,
that
involves
management
or
other
employees
who
have
a
significant
role
in
the
Company's
internal
control
over
financial
reporting.

Date:
July
31,
2019

By:
/s/
ALOK
VAISH

Name:
Alok
Vaish

Title:

Chief Financial Officer (Principal Financial and

Accounting Officer)

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Exhibit
12.2

Certification
of
Chief
Financial
Officer
Pursuant
to
Section
302
of
the
Sarbanes-Oxley
Act
of
2002

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--
Click
here
to
rapidly
navigate
through
this
document

Certification
of
Chief
Executive
Officer

Pursuant
to
Section
906
of
the
Sarbanes-Oxley
Act
of
2002

Exhibit
13.1

Pursuant
to
18
U.S.C.
Section
1350,
as
created
by
Section
906
of
the
Sarbanes-Oxley
Act
of
2002,
the
undersigned
officer
of
Yatra
Online,
Inc.
(the
"Company")
hereby
certifies,
to
such
officer's
knowledge,
that:

(i)

the
accompanying
Annual
Report
on
Form
20-F
of
the
Company
for
the
year
ended
March
31,
2019
(the
"Report")
fully
complies
with
the
requirements
of
Section
13(a)
or
Section
15(d),
as
applicable,
of
the
Securities
Exchange
Act
of
1934,
as
amended;
and

(ii)

the
information
contained
in
the
Report
fairly
presents,
in
all
material
respects,
the
financial
condition
and
results
of
operations
of
the
Company.

Date:
July
31,
2019

By:
/s/
DHRUV
SHRINGI

Name:
Dhruv
Shringi

Title:

Chief Executive Officer (Principal Executive

Officer)

The
foregoing
certification
is
being
furnished
solely
to
accompany
the
Report
pursuant
to
18
U.S.C.
Section
1350,
and
is
not
being
"filed"
either
as
part
of
the
Report
or
as
a
separate
disclosure
statement,
and
is
not
to
be
incorporated
by
reference
into
the
Report
or
any
other
filing
of
the
Company,
whether
made
before
or
after
the
date
hereof,
regardless
of
any
general
incorporation
language
in
such
filing.
The
foregoing
certification
shall
not
be
deemed
"filed"
for
purposes
of
Section
18
of
the
Securities
Exchange
Act
of
1934,
as
amended,
or
otherwise
subject
to
the
liabilities
of
Section
18
or
Sections
11
and
12(a)(2)
of
the
Securities
Act
of
1933,
as
amended.

QuickLinks

Exhibit
13.1

Certification
of
Chief
Executive
Officer
Pursuant
to
Section
906
of
the
Sarbanes-Oxley
Act
of
2002

QuickLinks
--
Click
here
to
rapidly
navigate
through
this
document

Certification
of
Chief
Financial
Officer

Pursuant
to
Section
906
of
the
Sarbanes-Oxley
Act
of
2002

Exhibit
13.2

(i)

(ii)

the
information
contained
in
the
Report
fairly
presents,
in
all
material
respects,
the
financial
condition
and
results
of
operations
of
the
Company.

Date:
July
31,
2019

By:

/s/
ALOK
VAISH

Name:

Title:

Alok
Vaish

Chief Financial Officer (Principal Financial and Accounting

Officer)

QuickLinks

Exhibit
13.2

Certification
of
Chief
Financial
Officer
Pursuant
to
Section
906
of
the
Sarbanes-Oxley
Act
of
2002

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--
Click
here
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document

We
consent
to
the
incorporation
by
reference
in
the
following
Registration
Statements:

CONSENT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM

Exhibit
15.1

(1)

(2)

(3)

Registration
Statement
(Form
S-8
No.
333-218498)
pertaining
to
the
2006
Share
Plan
and
2016
Stock
Option
and
Incentive
Plan
of
Yatra
Online,
Inc.;

Registration
Statement
(Form
F-3
No.
333-224661)
of
Yatra
Online,
Inc.
and

Registration
Statement
(Form
F-3
No.
333-215653)
of
Yatra
Online,
Inc.

of
our
report
dated
July
31,
2019,
with
respect
to
the
consolidated
financial
statements
of
Yatra
Online,
Inc.,
included
in
this
Annual
Report
(Form
20-F)
for
the
year
ended
March
31,
2019.

/s/
Ernst
&
Young
Associates
LLP

Gurugram,
India

July
31,
2019

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Exhibit
15.1

CONSENT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM