Dear Fellow Shareholders,

I am reaching out at an important time for Yatra. Over the last 15 years, we have grown our business to become India's leading online travel agency. Thanks to our employees past and present, we have developed and enhanced our technology, expanded our offerings, and served more than eleven million customers in India.

The past 18 months, everyone across India, including our team at Yatra has faced difficult challenges. A staggering number of us at Yatra have lost loved ones. This has been a period in which those among us with less were disproportionately hurt by joblessness and poverty and when companies across our country stopped traveling. During this unprecedented time, many companies discovered what they really were and, in some instances, what they might become.

At Yatra, we took a number of steps to navigate this environment and to refocus on our standalone plan following the breakdown of our planned merger with Ebix. We have continued to invest in our business and made a number of difficult but necessary decisions to reduce costs and preserve cash. All of these initiatives have us better positioned than ever to serve our customers when the pandemic subsides, and our customers are ready to travel again. I am proud of what our company and our employees have achieved, collectively and individually.

As challenging as the last 18 months have been, we look ahead with optimism to our value creation opportunities, due in large part to the factors outlined below:

• India is vaccinating nearly five million people each day. The vaccine news in India since June has been encouraging. India is vaccinating nearly 5 million people per day. To date, 557 million+ doses of the vaccine have been administered with 123 million people (9% of the population) fully vaccinated and 434 million people (32% of the population) having received at least one dose. At the current pace, we anticipate close to half of India's population being fully vaccinated by the end of this year.

• The travel industry is poised for recovery. Early indications and initial commercial activity after the first COVID wave early this year tell us that there is significant pent up demand for travel as indicated by our results for the quarter that ended March 31, 2021. The similar patterns we are seeing develop following the recent more severe second wave give us optimism that travel could come roaring back in the near-term.

• Yatra's corporate business is beginning to recover. Our corporate travel business is beginning to recover well. We are seeing strong recovery in business travel as more employees continue to get fully vaccinated. Gross bookings for corporate travel in July were more than double that of June and August is already trending to be the highest revenue month for corporate travel since March 2020. We continue to make good progress on signing up new corporate customers as companies continue to digitize their business processes. Our corporate customer base is a great asset for us and is a platform that we intend to leverage to cross-sell services.

• We have expanded our long-term growth potential with the launch of Yatra Freight. In August 2020, we launched a new end-to-end freight forwarding business, which connects companies with multi-modal logistics options. As we look towards digitizing the logistics space, our corporate travel relationships with both airline and enterprise executive management, together with our technology capabilities, give us a significant head start. Despite the pandemic, we have rapidly scaled up this business over the past few months and we believe this business has the potential to be even bigger than corporate travel. We now have a team of 200 seasoned freight and logistics industry professionals who we believe can help scale up this business to deliver more than USD $5 million of revenue in the 2022 calendar year. The freight platform that we are building has the potential to be a global product and we believe it will enable us to deliver multiple years of strong growth.

• We have continued to innovate through the global pandemic. We continue to leverage technology to drive the business and reduce costs. For example, we went live with an expense management module on our corporate booking tool to drive additional revenues. We automated our billing and reconciliation processes enabling a reduction in our backend workforce requirements. We fully automated the "My Bookings" self-service sections where our consumer customers can go to cancel, rebook, and apply for and claim refunds, thereby driving down our customer support cost. We also added functionality for upselling ancillary products on the website for seat booking, baggage, meals, and priority check-in with airlines post-booking.
  
  We also introduced Social Bots that will enhance the customer experience and enable us to reduce costs. With these Bots, customers can execute self-service post-booking tasks directly within WhatsApp, which is now live, and on Messenger, which we will launch in the coming weeks. Our Social Bots provide customers real-time assistance with basic queries, thereby driving down the need for interaction with our agents, which is drastically driving down servicing costs. We are also expanding payment methods on our platform such as a "book now, pay later" solution (similar to AfterPay) to enable greater flexibility of payment timing to our customers.

• We have made significant cuts to control costs. We have executed well on factors within our control, specifically reducing our fixed costs by more than 50% since June 2019 and automating our backend processes. We took difficult actions to meaningfully reduce our head count, and our employees, including the management team, took a significant pay cut ranging from 25% to 75%. Our salary cost for the quarter ended March 31, 2021 was 66% lower than our salary cost for the same quarter of 2019 and 53% lower versus the same quarter of 2020. Refer to table below.

Figure 1

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https://orders.newsfilecorp.com/files/7849/93710_img1.jpg

Note: above numbers exclude stock based compensation, if any

• Further, we renegotiated a number of our services contracts with our third-party vendors to save on overhead, including office rent leading to a significant improvement in our monthly fixed cost.

Figure 2

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https://orders.newsfilecorp.com/files/7849/93710_3ceb2bcf74e37bb8_002full.jpg

• Given our now leaner cost structure, we expect to drive meaningful improvement in our EBITDA margins once we get back to our pre-COVID adjusted revenue levels. Despite these cost reductions, our revenue growth and take rates (margins) are trending favourably as compared to historical data and our peers.

Figure 3

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https://orders.newsfilecorp.com/files/7849/93710_img3.jpg

• We have a strong financial foundation to fund our growth. Our balance sheet continues to remain healthy despite the tough times we have all faced. The cost savings actions we outlined about have enabled us to preserve cash and we have healthy liquidity on the balance sheet.

Figure 4

To view an enhanced version of this graphic, please visit:
https://orders.newsfilecorp.com/files/7849/93710_img4.jpg

Note: The above numbers are on constant currency and the Net Cash for 30 Jun 2020 is after adjusting for the balance pay-out of the ATB acquisition which was made subsequent to the end of the quarter.

As we make important progress, we appreciate the input of our shareholders and share the collective goal of enhancing shareholder value. To that end, members of our Board of Directors and management team have held numerous discussions with representatives from Maguire Asset Management, LLC ("Maguire") and our other shareholders over the last several months.

Our Board of Directors also reviewed the letter that Maguire sent on July 27, 2021. Rather than rebut issues one-by-one, we believe it is most constructive to address a few key points that we believe are most important for shareholders to understand about our Company and our business:

• Our Board and Management Team are Highly Qualified to Lead Yatra Through its Next Phase of Growth. The Yatra founders have almost 50 years of travel industry experience between them and are supported by an able team of industry professionals with deep expertise in the sector as demonstrated by the operational efficiency that we have delivered during the pandemic.
  
  The members of our Board bring significant experience in e-commerce, travel, and the Indian ecosystem. Yatra's Board includes: Sean Aggarwal, the current chairman of Lyft with deep e-commerce experience as CFO of Internet real estate giant Trulia, which Zillow acquired for USD $2.5 billion and prior service with Amazon and PayPal; Murlidhara Lakshmikantha Kadaba, former CEO of American Express for the Indian Subcontinent who has significant experience including as a board member of several other leading Internet companies in India; Neelam Dhawan, a business leader who has successfully led some of the biggest global technology players like Microsoft and HP in India and now sits on the boards of a Fortune 500 company and one of the largest banks in India; and Stephen Schifrin, who represents one of our largest shareholders and brings a wealth of legal and corporate governance experience.
  
  In short, we believe that the current members of the Board have the integrity, knowledge, breadth of relevant and diverse experience and commitment necessary to continue navigating Yatra through the complex, dynamic, and highly competitive business environment in which we operate and to create value for our shareholders.

• We are committed to strong corporate governance. Yatra is a Cayman Islands registered company and we have taken certain governance actions over the last two years in light of our proposed acquisition by Ebix and in response to the global pandemic. While everything we have done is compliant with the laws and regulations of the Cayman Islands and India, our principal place of business, we are committed to doing more than simply what is required. To that end, we intend to take several steps to enhance our governance:

• We are continuously looking for additional Board candidates who will expand the depth and breadth of our Board. In this regard, the Board will shortly be engaging an international executive recruiting firm to help identify candidates that add complementary skills and expertise to our existing members of the Board.

• Our Board is also conducting a comprehensive review of our corporate governance practices to determine if it should make changes to conform further to governance best practices, taking into account the size of Yatra and other factors.

• Due to Cayman Islands regulations that require Annual General Meetings ("AGM") be conducted in-person (but grants companies the flexibility to not hold AGMs), Yatra was unable to host a meeting in 2020 and will not host one in 2021. We plan to hold an AGM in the second half of 2022 by which time we expect the pandemic to subside.

Our Board of Directors is open minded with respect to value creation opportunities and will continue to take actions it believes are in the best interest of all Yatra shareholders.

The future is bright.

We believe the opportunity ahead for Yatra is massive. We believe Indian internet travel will hit an inflection point in the coming years as we get past COVID. We believe corporate travel, where we are the leader, will recover quickly.

As a leading player in India's travel market, and with our innovation and expansion into new industries such as Yatra Freight, Yatra is poised to perform and grow. We successfully navigated what was by far the toughest year in our company's history and have quickly pivoted to succeed in the new post-COVID world.

I would like to extend my appreciation to our employees, whose hard work and dedication is the ultimate driver of our success. I also want to voice my sympathies to my friends and colleagues who have lost near and dear ones in this pandemic. Stay safe and healthy; our prayers are with you.

We are excited about our future and believe our shares offer a compelling value opportunity. We look forward to providing updates as we continue to drive growth, work efficiently, and create value for our shareholders.

Thank you for your continued support of Yatra.

Sincerely,

Dhruv Shringi
Chief Executive Officer

Safe Harbor Statement

This letter contains certain statements concerning the Company's future growth prospects and forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company's current expectations, assumptions, estimates and projections about the Company and its industry. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate," "believe," "estimate," "expect," "intend," "will," "project," "seek," "should" and similar expressions. Such statements include, among other things, management's beliefs, as well as our strategic and operational plans, our expectations regarding COVID-19, including with respect to expected vaccination rates in India, our expectations regarding the frequency of future travel, including corporate travel, our revenue expectations regarding corporate travel, our ability to improve our EBITDA margins, the long-term growth potential of and revenue expectations for our logistics business, expectations regarding our future stock price, and our ability to successfully emerge from the COVID-19 pandemic. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the outcome of the legal proceedings we have instituted against Ebix and any other legal proceedings that may be initiated against us and others, in connection with the termination of the pending merger agreement between us and Ebix; the effect that the termination of the merger agreement may have on the price of our ordinary shares, and our business, financial condition and results of operations; the impact of the COVID-19 pandemic; 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, pandemics and natural calamities, our ability to successfully negotiate our contracts with airline suppliers and global distribution system service providers and mitigate any negative impacts on our revenue that result from reduced commissions, incentive payments and fees we receive; the risk that airline suppliers (including our GDS service providers) may reduce or eliminate the commission and other fees they pay to us for the sale of air tickets; our ability to pursue strategic partnerships and the risks associated with our business partners; the potential impact of recent developments in the Indian travel industry on our profitability and financial condition; political and economic stability in and around India and other key travel destinations; our ability to maintain and increase our brand awareness; our ability to realize the anticipated benefits of any past or future acquisitions; our ability to successfully implement our growth strategy; our ability to attract, train and retain executives and other qualified employees, including suitable replacements for any members of our senior management team or other employees who may seek other employment opportunities as a result of the certain cost reduction initiatives that we have taken in response to the COVID-19 pandemic; actions of activist shareholders; and our ability to successfully implement any new business initiatives. These and other factors are discussed in our reports filed with the U.S. Securities and Exchange Commission. All information provided in this letter is provided as of the date of issuance of this letter, and we do not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Yatra Online, Inc.

Yatra Online, Inc. is the parent company of Yatra Online Pvt. Ltd. which is based in Gurugram, India and is India's leading Corporate Travel services provider with over 700+ Corporate customers and one of India's leading online travel companies and operates the website https://www.yatra.com/. The company provides information, pricing, availability, and booking facility for domestic and international air travel, domestic and international hotel bookings, holiday packages, buses, trains, in city activities, inter-city and point-to-point cabs, homestays and cruises. As a leading platform of accommodation options, Yatra provides real-time bookings for more than 94,000 hotels in India and over 2,000,000 hotels around the world.

Contact:

Manish Hemrajani
Yatra Online, Inc.
VP, Corporate Development and Investor Relations
ir@yatra.com