Investor Relations - India

We believe that the IPO in India of Yatra Online’s operating subsidiary, Yatra India, will provide Yatra Online with important benefits and opportunities not currently accessible to the consolidated company.

More specifically, we expect that the IPO in India of Yatra India will enable the consolidated company to:

• Access domestic Indian institutional and retail investors who are currently excluded from investing in Yatra Online through its Nasdaq listing due to regulatory constraints.
• Expand the potential shareholder base of the consolidated company with the additional exposure to Indian capital markets and increase Yatra Online’s visibility to a larger pool of equity analysts.
• Raise capital at a potentially higher valuation thereby reducing balance sheet risk while seeking to minimize the dilutive impact and improve liquidity.

The Indian capital markets were among the best performing markets globally in 2021, with companies trading at a significant premium to long term revenue and P/E multiples.

We believe the IPO in India of Yatra India should enable all shareholders to participate in the upside potential of India’s leading online travel agency, whether they are holders of Yatra Online ordinary shares listed on Nasdaq or Yatra India shares listed in India.

Over the last 15 years, we have grown our business to become India's leading online travel agency and we are confident that the strength of our brand should increase investor interest. We are now reaching an inflection point, as India’s travel industry continues to grow and business and leisure travel rebounds from the pandemic.

The IPO of Yatra India in India would provide us additional capital, which we believe will enable us to accelerate our growth initiatives, capture significant opportunities as we emerge from the pandemic and create value for our investors over the long-term.

We have filed a draft ‘red herring’ prospectus (“DRHP”), with the Indian regulatory authority Securities and Exchange Board of India (“SEBI”), and have begun engaging with potential investors in accordance with SEBI’s rules and regulations. SEBI will review the DRHP and provide comments similar to the IPO process in the United States with the U.S. Securities and Exchange Commission (“SEC”).

Note that Yatra India will have a year to complete the IPO once the offering is declared effective by SEBI. We anticipate that the process to be completed by the third calendar quarter of 2022, subject to market conditions.

We have only just begun the IPO process and, as noted above, have a number of milestones to reach before we will have the final price and amount of shares to be offered to Indian investors.

We recently filed a DRHP and have begun engaging with potential investors in accordance with SEBI rules and regulations. Once we have obtained the regulatory approvals we need, the registration statement will become effective and we will have up to one year to price and close the IPO.

We will provide customary updates regarding material developments, including with respect to effectiveness, pricing and closing of the Indian IPO, as necessary and appropriate.

As part of the IPO process, Yatra India has recently filed a DRHP with SEBI.

As we move through this process, we will update and finalize the prospectus and make any additional required filings with the Registrar of Companies (RoC) as well as with SEBI.

All of these documents are, or will be publicly available and accessible, on our investor relations page: https://investors.yatra.com.

As a publicly listed company in India, Yatra India will be required to file periodic financial reports and other disclosures. All filings will be publicly available and accessible on the company’s investor relations page https://investors.yatra.com.

Why did Yatra Online file a 20-F/A?

Yatra Online filed a 20-F/A to align its U.S. disclosure with the disclosure in India. The 20-F/A amends the 20-F originally filed with the SEC on July 29, 2021 by Yatra Online to reflect material updates to Yatra Online’s business in connection with the Indian IPO and file the required certifications and consents pursuant to applicable securities laws.

As of DATE, we are adequately capitalized with ample liquidity to run our business.

As previously mentioned, we are pursuing the IPO of Yatra India in India to provide additional resources to accelerate our growth initiatives and reduce balance sheet risk.

The Nasdaq-listed shares are shares of the parent company, Yatra Online and the India-listed shares will be shares of the subsidiary, Yatra India. They will not be interchangeable—the Nasdaq-listed shares will continue trading solely on Nasdaq, and the India-listed shares will be traded solely on the Indian stock exchange.

No. Yatra Online’s ordinary shares will continue to be listed on Nasdaq, separate from the shares of Yatra India listed on the Indian stock exchange.

Following the IPO of Yatra India in India, shares of Yatra Online in the U.S. will continue to trade on Nasdaq under the stock symbol YTRA.

We are committed to minimizing dilution for shareholders of Yatra Online, Inc. We will be sharing more details on the level of dilution and pricing as we get further along in the process.

Yes, our current structure allows us to proceed with an IPO of Yatra India in an efficient way that we believe is beneficial to our stakeholders.

No, the IPO of Yatra India does not require the approval of Yatra Online shareholders.

The IPO of Yatra India enables the consolidated company to access domestic Indian institutional and retail investors who are currently excluded from investing in Yatra Online through its Nasdaq listing due to regulatory constraints in India.

In addition, it will expand the potential shareholder base of the consolidated company to add the Indian capital markets and increase its visibility to a larger pool of equity analysts.

Further, it will enable the consolidated company to raise capital at a potentially higher valuation, thereby reducing balance sheet risk while seeking to minimize the dilutive impact and improve liquidity.

The India IPO is expected to provide the consolidated company access to Indian institutional and retail investors who are currently excluded from investing in Yatra Online through its Nasdaq listing due to regulatory constraints. The India IPO will also open the door for investments from potential strategic partners based in India, who have previously declined to invest in an overseas listed entity subject to India’s roundtrip related tax laws and other Nasdaq disclosure requirements.

In addition to raising capital, the IPO of Yatra India provides currency for future equity funded acquisitions in India. Any potential transactions, following the IPO in India, will require approval from Yatra Online and Yatra India shareholders.

Yes. Yatra India will not be able to raise additional capital without the approval of Yatra Online’s shareholders if as a result of that capital raise Yatra India would be deconsolidated from Yatra Online.

Both Yatra Online and Yatra India will file financial reports and related disclosures in accordance with the regulatory requirements imposed in both India and the U.S. Due to the variations in these regulatory requirements, financial disclosures in India may look different than in the U.S.

Yatra Online’s reporting will reflect its partial ownership of Yatra India and Yatra India will report as a standalone company.

No, Yatra India will report under Indian Accounting Standards which is closely aligned with IFRS.