Yatra Online Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Eighteenth (18^th) Boards Report on the business and operations of Yatra Online Limited (“the Company” or “Yatra”) together with the Audited Financial Statements for the financial year ended March 31, 2024 (“year under review/ FY 2023-24”). This being the first report after the Initial Public Offer (“IPO”) and listing of the equity shares on BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (BSE and NSE hereinafter collectively referred as “Stock Exchanges”), the Board takes the opportunity to connect with the shareholders post listing of the your Company and looks forward to your continued faith and support in times to come.

COMPANY OVERVIEW

Your Company is Indias largest corporate travel services provider and the third largest online travel company in India among key OTA players. The Company boasts the largest number of hotel and accommodation tie-ups amongst key OTA players*. It is the largest platform among all Indian OTAs with -108,800 domestic hotels and homestays contracted in -1506 cities, with a strong presence across Tier II & III cities. In addition to domestic hotels, Yatra also offers a selection of over 2 million international hotels.

As a preferred supplier of hotel inventory, the Company serves both domestic and international OTAs, as well as B2B players in the industry. With a strategic focus on both corporate and consumer markets, it serves 849 large corporate clients and approximately

56,125 registered SME customers nationwide. The Company proudly maintains an impressive corporate customer retention rate of -98%.

-15M Registered Customers

-140M Total Consumer Visits

-108.8K Largest Hotel Listings among all OTAs

-93.3% Direct and Organic traffic

-28M Mobile App Downloads

The operational performance of your Company has been comprehensively discussed in the Management Discussion and Analysis Section, which forms part of this Annual Report.

‘Note: Largest in terms of gross booking revenue and operating revenue, for Fiscal Year 2025. (Source: CRISIL Report)

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY

In terms of the provisions of the Companies Act, 2013 (“Act”), and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has prepared its standalone and consolidated financial statements as per Indian Accounting Standards (“Ind AS”) for FY 2023-24. The financial highlights of the Companys operations for FY 2023-24 on standalone and consolidated basis, is summarized as under:

Standalone and Consolidated Financial Highlights

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	31,934	26,804	44,827	39,747
Total Expenses	33,823	27,093	44,957	38,519
Profit/(Loss) before Tax	1,890)	(299)	(130)	1,218
Profit/(Loss) after tax	(1,890)	(299)	(451)	763
Total Operating Revenue (excluding interest income)	30,508	26,663	43,256	39,538
Cost of Services	8,551	6,246	8,640	6,446
Revenue Less Service Cost (RLSC)	21,957	20,417	34,616	33,092

The Board noted an increase of approximately 19.14% and 12.78% in Standalone Total Income and Consolidated Total Income respectively, over those of last financial years coupled with an increase by approximately 14.42% and 9.40% in Standalone RLSC and Consolidated RLSC, respectively.

MATERIAL EVENT Initial Public Offer

During the year under review, your Company successfully completed its Initial Public Offer of Rs 7,750 Million. The issue comprised of the fresh issue of 42,394,366 equity shares of Rs 1 each aggregating to

Rs 6,020 million and an Offer for Sale (“OFS”) of 12,183,099 equity shares by Selling Shareholders viz. 11,751,739 Equity Shares by THCL Travel Holding Cyprus Limited (“Promoter Selling Shareholder”) and 431,360 Equity Shares by Pandara Trust- Scheme I represented by its Trustee Vistra ITCL (India) Limited (“Investor Selling Shareholder”).

The Issue opened on September 15,2023 and closed on September 20, 2023 (for anchor investors, the Offer opened and closed on September 14,2023). The equity shares of the Company got listed on BSE and NSE w.e.f. September 28,2023. The Offer Price for the equity shares of face value of Rs1/- each was fixed at Rs 142/- per equity share (including a share premium of Rs 141 per equity share).

Utilization of Proceeds of Initial Public Offer

Your Company discloses to the Audit Committee the uses/application of proceeds/funds raised from the IPO as part of the quarterly review of financial results. The Company has appointed ICRA Limited as the Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 (“ICDR Regulations”), as amended from time to time, to monitor the utilization of IPO proceeds.

The Company has obtained monitoring reports from the Monitoring Agency on a quarterly basis confirming no deviation or variation in the utilization of IPO proceeds from the objects stated in the Prospectus. The Company has submitted the statement(s) and Monitoring Agency Report as required under Regulation 32 of the Listing Regulations to both the exchanges where the equity shares of the Company are listed i.e. NSE and BSE.

SHARE CAPITAL

a) Status of Shares

The equity shares of the Company were listed on the Stock Exchanges on September 28, 2023 and are compulsorily tradable in electronic form. As on March 31, 2024 and as on the date of this report, entire (i.e. 100%) paid up share capital representing 156,916,193 (Fifteen Crore Sixty Nine Lakhs Sixteen Thousand One Hundred and Ninety Three) Equity Shares of Rs 1/- (Rupee One Only) each are in dematerialized form.

b) Authorised Share Capital

As on March 31, 2024, the authorised share capital of the Company is Rs 200,000,000/- (Rupees Twenty Crore Only) divided into 200,000,000 (Twenty Crore) equity shares of Rs 1/- (Rupee One Only) each.

c) Allotment of Securities

During the year under review, 42,394,366 (Four Crore Twenty- Three Lakhs Ninety-Four Thousand Three Hundred and Sixty Six) equity shares of face value of Rs 1/- (Rupee One Only) each at an Offer price of Rs 142/- (Rupees One Hundred and Forty- Two Only) per equity share including a share premium of Rs 141/- (Rupees One Hundred and Forty-One) per equity share were allotted through the IPO of the Company.

Except as mentioned above, the Company has not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights nor has granted any sweat equity or Stock under any scheme.

Further, till the date of signing of this report the amount of Authorised and Paid-up Share Capital of the Company is same as on the date of closure of the financial year ended March 31,2024.

DEBENTURES

Unlisted Non-Convertible Debentures

During the year under review, pursuant to the provision of Section 42 and 71 of the Act, the Company issued 400 (Four Hundred), Unlisted, Secured, Redeemable, Non-convertible Debentures having face value of Rs 5,00,000/- (Rupees Five Lakh Only) each of the

Company aggregating to Rs 200,000,000 (Rupees Twenty Crores Only) to Blacksoil Capital Private Limited and Blacksoil India Credit Fund (acting through its investment manager Blacksoil Assest Management Private Limited) on a Private Placement basis on August 19, 2023.

Further during the year under review, following Debentures were redeemed:

a) On January 17,2024,1 (One) number of unsecured, redeemable, unlisted Non-Convertible Debenture having face value of Rs 19,50,00,000/- (Rupees Nineteen Crore Fifty-Lacs only), which was allotted on January 18, 2019 to Bennett, Coleman and Company Limited were redeemed.

b) On January 31, 2024, 600 (Six Hundred) number of Unlisted, Secured, Redeemable, Non-convertible Debentures bearing ISIN INE0JR607013 having face value of Rs 5,00,000/- (Rupees Five Lac only) each, which were allotted on December 20,2022 were redeemed in full, in advance of its maturity date pursuant to the terms of Debenture Trust and Hypothecation Deed dated December 19,2022, to the Debenture holders, represented by Vistra ITCL (India) Limited, Debenture Trustees.

UNCLAIMED SUSPENSE ACCOUNT/DEMAT SUSPENSE ACCOUNT

As on the closure of FY 2023-24, the Company does not have any shares in unclaimed suspense demat account.

DIVIDEND

Pursuant to Regulation 43A of the Listing Regulations, the Company has adopted the Dividend Distribution Policy, setting out the broad principles for guiding the Board and the management in matters relating to declaration and distribution of dividend. The policy is available on the website of the Company at https://investors.vatra. com/Investor-Relations-India/.

Your Directors do not recommend any dividend for the financial year 2023-24.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since, there was no Dividend declared and paid in the previous years, the provisions of Section 125 of the Act do not apply.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company

during the year under review.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review.

AUDITORS AND AUDITORS REPORT

a. Statutory Auditors and their report

M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) were re-appointed as Statutory Auditors of the Company to hold office for five consecutive years starting from conclusion of the 13^th Annual

General Meeting (“AGM”) held on September 30,2019 until the conclusion of the 18^th AGM of the Company to be held in the current year 2024. Accordingly, the existing Statutory Auditors are due for retirement at the ensuing AGM.

Subject to the approval of the members of the Company, the Audit Committee and the Board of Directors of the Company during their respective meetings held on May 30,2024 have considered and recommended the appointment of M/s. M S K A & Associates, Chartered Accountants (Firm Registration No. 105047W) as the Statutory Auditors of the Company, for a term of five consecutive years commencing from the conclusion of 18^th AGM till the conclusion of 23^rd AGM of the Company.

M/s. M S K A & Associates have given their consent for the proposed appointment as Statutory Auditors of the Company from the conclusion of the ensuing AGM of the members of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limit under Section 141(3) of the Act and that they are not disqualified for appointment.

Except as disclosed hereinafter, the Auditors Report for the year under review does not contain any other qualification, reservation or adverse remark or disclaimer.

Auditors qualification, reservation or adverse remark	Management Comments
Standalone Financial Statements
The Companys internal financial controls over financial reporting was not operating effectively due to non-retention of documents supporting certain controls to demonstrate contemporaneous performance of such controls.	Our internal controls over financial reporting were ineffective due to inadequacy of documentation for certain review controls pertaining to testing of control attributes, precision levels applied and documentation of completeness and accuracy of reports used. As part of remediation plan, we have identified and begun to implement several steps to remediate the internal control over financial reporting ineffectiveness and to enhance our overall control environment.
	Our remediation process principally will include:
	• We will enhance our use of IT systems and evaluate further process automation to reduce reliance on manual controls and thereby reducing the efforts behind documentation and retaining of evidences for appropriate execution of controls;
	• We will enhance our individual accountability framework for any ongoing non-compliances impacting operating effectiveness of controls;
	• We will plan for timely remediation of control deficiencies for the control environment to be effective for a sufficient period of time during the next fiscal year.
	The Companys Management believes that the measures described above will remediate the ineffectiveness that has been identified and is committed to improving the Companys disclosure controls and procedures and internal control over financial reporting.
The Auditors have, vide paragraph vii (a), of the Auditors report, commented on certain slight delays relating to payment of statutory dues.	The Company has taken note of it and is aware of its duty towards depositing statutory dues in time and is taking necessary steps to comply with the statutory requirement.
The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except as stated in note 45 the audit trail feature was:	The Company has used various accounting software for maintaining its books of account wherein; a) the audit trail feature (edit log) facility in primary accounting software (ERP) was enabled during the year and operated effectively since the date of enablement, except for direct changes at database level.
i. Enabled for certain period for the accounting software as well as for one of the sub system. Consequently, we are unable to comment whether audit trail feature operated for all relevant transactions recorded in the software and sub systems in respect of such period.	The Management has adequate internal controls over financial reporting which were operating effectively for the year ended March 31, 2024 and further management is in the process of evaluating the options to ensure full compliance in the relevant software with the requirements of proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 referred above in respect of audit trail (edit log).
ii. Not enabled for certain changes made using privileged access rights in the underlying database.
Further, we did not come across any instance of audit trail feature being tampered with where the audit trail has been enabled.
Auditors qualification, reservation or adverse remark		Management Comments
Consolidated Financial Statements
The Groups internal control over financial reporting was not operating effectively due to non-retention of documents supporting certain controls to demonstrate contemporaneous performance of such controls.		Our internal controls over financial reporting were ineffective due to inadequacy of documentation for certain review controls pertaining to testing of control attributes, precision levels applied and documentation of completeness and accuracy of reports used. As part of remediation plan, we have identified and begun to implement several steps to remediate the internal control over financial reporting ineffectiveness and to enhance our overall control environment.
		Our remediation process principally will include:
		• We will enhance our use of IT systems and evaluate further process automation to reduce reliance on manual controls and thereby reducing the efforts behind documentation and retaining of evidences for appropriate execution of controls;
		• We will enhance our individual accountability framework for any ongoing non-compliances impacting operating effectiveness of controls;
		• We will plan for timely remediation of control deficiencies for the control environment to be effective for a sufficient period of time during the next fiscal year.
		The Groups Management believes that the measures described above will remediate the ineffectiveness that has been identified and is committed to improving the Groups disclosure controls and procedures and internal control over financial reporting.
The Auditors have, vide paragraph vii (a), of respective Auditors report of the Company and its Subsidiaries Companies i.e. Yatra For Business Private Limited and Yatra Corporate Hotel Solutions Private Limited commented on certain slight delays relating to payment of statutory dues.		The Company and its Subsidiaries Companies i.e. Yatra For Business Private Limited and Yatra Corporate Hotel Solutions Private Limited have taken note of these and are aware of their duty towards depositing statutory dues in time and are taking necessary steps to comply with the statutory requirement.
Based on examination which included test checks and that performed by the respective auditors of the subsidiaries which are companies incorporated in India whose financial statements have been audited under the Act, the Holding Company, subsidiaries and joint venture have used accounting softwares for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares, except as stated in note 45, the audit trail feature was:		The Company has used various accounting software for maintaining its books of account wherein; a) the audit trail feature (edit log) facility in primary accounting software (ERP) was enabled during the year and operated effectively since the date of enablement, except for direct changes at database level.
		The Management has adequate internal controls over financial reporting which were operating effectively for the year ended March 31, 2024 and further management is in the process of evaluating the options to ensure full compliance in the relevant software with the requirements of proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 referred above in respect of audit trail (edit log).
• Enabled for certain period for the accounting softwares as well as for two of the sub system. Consequently, we are unable to comment whether audit trail feature operated for all relevant transactions recorded in the software and sub systems in respect of such period.
• Not enabled for certain changes made using privileged access rights in the underlying database.
Further, we and respective auditors of the above referred subsidiaries did not come across any instance of audit trail feature being tampered with where the audit trail has been enabled

b. Secretarial Auditors and their Report

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed SKP & Co., Company Secretaries, as Secretarial Auditors who have undertaken Secretarial Audit of the Company for the financial year ended March 31,2024.

The report of the Secretarial Auditors for FY 2023-24 is enclosed herewith vide Annexure A of this Report. The Secretarial Audit Report does not contain any qualification, reservation, observation or adverse remarks.

Further, the Secretarial Audit Report of all four material subsidiaries are also forming part of this Report and enclosed as Annexure-A

c. Internal Auditors and their report

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 M/s. KPMG Assurance and Consulting Services LLP were appointed as Internal Auditors of the Company for the Financial year ended March 31, 2024. The report submitted by the Internal Auditors have been reviewed by the Audit Committee.

b. Appointment of Independent Director

During the FY 2023-24, Dr. Anup Wadhawan (DIN: 03565167) was appointed as Independent Director on the Board with effect from April 01, 2024 to hold office for a term of three consecutive years i.e. from April 01, 2024 to March 31, 2027. Plis appointment was approved by the members through Postal Ballot on May 07,2024.

c. Resignation of Independent Director

Mr. Ajay Narayan Jha (DIN: 02270071) tendered his resignation as an Independent Director w.e.f. the close of the business hours of February 08,2024, due to his appointment as a Member of the Sixteenth Finance Commission by the President of India vide Ministry of Finance (Department of Economic Affairs) Notification S.Q 369(E) dated January 30,2024.

The Board places on record its sincere appreciation for the remarkable contribution made by Mr. Jha during his tenure with the Company and wishes him the very best in his future endeavours.

Save and except the above, there was no change in the Directors or Key Managerial Personnel (“KMP”) of the Company during the year under review.

d Maintenance of Cost Records and Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act read with Companies (Cost records and Audit) Rules, 2014 (as amended from time to time), are not applicable for the business activities carried out by the Company.

DETAILS OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE ACT

During the year under review, there is no incident of fraud requiring reporting by the Auditors under Section 143(12) of the Act during the year.

DIRECTORS & KEY MANAGERIAL PERSONNEL Appointments, Re-appointments, Retirements and Resignations

As on March 31,2024,your Companys Board had five Directors with an optimum combination of Executive and Non-Executive Directors including two women directors.

The Board of Directors of the Company comprised of one Executive Director, two Non-executive Non-independent Director and two Nonexecutive independent Directors including one Woman Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

a. Retirement by rotation and subsequent re-appointment

Pursuant to the provisions of the Act, Mr. Murlidhara Kadaba (DIN: 01435701), Director of the Company, will retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board, on the recommendation of the Nomination and Remuneration Committee, recommended his re-appointment at the ensuing AGM.

As on the date of this report, the Company has the following KMPs as per Section 2(51) and 203 of the Act:

s. No.	Name	Designation
1.	Mr. Dhruv Shringi	Whole-Time Director cum Chief Executive Officer
2.	Mr. Manish Amin	Chief Information & Technology Officer
3.	Mr. Rohan Mittal	Group Chief Financial Officer
4.	Mr. Darpan Batra	Company Secretary cum Compliance Officer

INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Act and Regulation 16 of the Listing Regulations, the Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended from time to time. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct and are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or any other such authority.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, skills, experience and

expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act and Listing Regulations and are independent of the management.

DISCLOSURE UNDER SECTION 197(14) OF ACT

The Whole Time Director of the Company is not receiving any remuneration or commission from the holding Company or subsidiary company.

COMMITTEES OF BOARD AND NUMBER OF MEETINGS OF THE BOARD AND BOARD COMMITTEES

In compliance with the statutory requirements, the Company has constituted following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee in. Stakeholders Relationship Committee

iv. Risk Management Committee

v. Corporate Social Responsibility Committee

vi. Independent Directors Committee

vii. IPO Committee

Further, during the FY 23-24 the Company has constituted Borrowing Committee w.e.f. February 14,2024.

The IPO Committee and Independent Directors Committee were constituted specifically for the purpose of IPO and pursuant to the consummation of the IPO and listing of equity shares of the Company on the Stock Exchanges, the IPO Committee and Independent Directors Committee were dissolved w.e.f. May 30,2024.

During the year under review, Audit Committee and Stakeholders Relationship Committee of the Board of Directors of the Company were re-constituted w.e.f. February 08, 2024.

Further, all the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board.

The Board of Directors met ten times during the FY 2023-24.

A detailed update on the Board, its composition, governance of committees including detailed charters, terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2023-24 and attendance of the Directors and committee members thereat, is provided in the Report on Corporate Governance, which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, the Directors, to the best of their knowledge and belief, confirm that for the financial year ended March 31,2024:

a. in preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. they had selected such accounting policies and applied them consistently and made judgements and estimates that are

reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively except as discloses in this report; and

f. they had devised a proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

PARTICULARS OF LOANS,GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments covered under Section 186 of Act and Listing Regulations have been disclosed in the standalone financial statements, which forms part of this Annual Report.

RESERVES

The Company does not propose to transfer any amounts to reserve.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT There are no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which financial statements relates and the date of the report except as detailed below:

Acquisition

After the closure of financial year, Company acquired 49% stake through the acquisition of equity shares held by Snow Leopard Adventures Private Limited (“Snow Leopard”), the other joint venture partner in Adventure and Nature Network Private Limited (“ANN”), pursuant to share purchase agreements (“SPA”) dated June 19,2024 executed amongst the Company, Snow Leopard and Mr. Ajeet Bajaj.

Consequent to completion of this transaction, the Companys shareholding in ANN has increased from 50% (pre-acquisition) to 99% (post-acquisition) and ANN has become a Subsidiary of the Company effective from June 19, 2024.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS OF THE COMPANYS OPERATIONS IN FUTURE

During the FY 2023-24,there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in the future.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

In January 2022, Ezeego One Travel and Tours Limited (“Ezeego”), being a company admitted into insolvency filed a company petition under Section 9 of the Insolvency & Bankruptcy Code, 2016 (“Code”) before National company Law Tribunal, Mumbai (“NCLT) seeking to initiate corporate insolvency resolution plan of Yatra Online Limited (“Company Petition”). Ezeego filed the Company Petition pursuant to a demand notice dated November 30,2021 demanding payment of Rs 2.15 Crores to which Yatra issued its reply dated December 10, 2021 stating that the amount claimed by Ezeego is not in accordance with its books of accounts. The Company Petition was filed on the basis of a default of Rs 3.15 Crores (including interest). Yatra filed its reply to the company petition along with an application seeking rejection of the Company Petition for being barred under Section 10A of the Code (“Application”). On March 17,2023, the NCLT dismissed the Application (“NCLT Order”). Yatra challenged the NCLT Order before the National Company Law Appellate Tribunal, New Delhi (“NCLAT”). By an order dated March 31, 2023, the NCLAT allowed Yatras appeal and dismissed the Company Petition filed against Yatra (“NCLAT Order”). Ezeego challenged the NCLAT Order before the Supreme Court (“Civil Appeal”). By an order dated May 02, 2023, Ezeego withdrew the Civil Appeal on account of a settlement between the parties whereby Yatra paid a sum of Rs 1.6 Crores to Ezeego as full and final settlement of all outstanding dues between the parties. Accordingly, the proceedings against Yatra under the Code stand concluded.

ONE-TIME SETTLEMENT WITH ANY BANK OR FINANCIAL INSTITUTION

During the year under review, there was no instance of any one-time settlement with any bank or financial institution.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure B and forms part of this report.

RISK MANAGEMENT

The Board has constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in framing policy, guiding implementation, monitoring and reviewing the effectiveness of the risk management policy and framework. The composition of Risk Management Committee and number of meetings held are given in the Corporate Governance Report, forming part of this Annual Report. Further, pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of Listing Regulations, the Company has formulated and adopted the Risk Management Policy inter-alia including the details/process about identification of elements of risks of any, which in the opinion of the Board may threaten the existence of the Company.

The objective of this policy, as amended from time to time, is to have a well-defined approach to risk. The policy lays down broad guidelines for timely identification, assessment, and prioritisation of risks affecting the Company in the short term and in the foreseeable future. The policy suggests framing an appropriate response action for the key risks identified, so as to make sure that the risks are adequately addressed or mitigated.

The Company relies upon its internal risk assessment and internal audits conducted from time to time to take appropriate actions and strategies to address and mitigate the risks identified through such systems and audits. Further, based on such risk assessments and aud its, the elements of risk threatening the Companys existence are considered to be minimal.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. An Internal Complaints Committee (ICC) has also been set up at where employees can register their complaint(s) against sexual harassment.

To build awareness in this area, Company has been conducting induction/training programmes in the organisation on a periodical basis. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The provisions of Section 135 of the Act relating to constitution of CSR committee were not applicable to the Company during the year under review, however, the Company has voluntary constituted the Corporate Social Responsibility Committee. The Company was not required to make any mandatory CSR Contribution for the year under review under Section 135 of the Act.

The annual report on Corporate Social Responsibility under Section 135 of the Act is annexed as Annexure C to this Report.

The composition, terms of reference of the CSR Committee and the salient features of the Corporate Social Responsibility Policy (“CSR Policy”) is provided in the Corporate Governance Report, which forms part of this Annual Report. CSR Policy is available on the website of the Company at https://investors.yatra.com/Investor-Relations- India/.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act read with rules made thereunder, the Company has a Vigil Mechanism/Whistle Blower Policy which has been communicated within the organization to eliminate and help prevent malpractices, to investigate and resolve complaints, to take appropriate action to safeguard the interests of the Company, and

to ensure that the whistleblower is protected. The Whistle Blower Policy is available on the website of the Company at I ittps://investors. vatra.com/lnvestor-Relations-lndia/. For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

NOMINATION AND REMUNERATION POLICY ("NRC POLICY")

In terms of the requirement of Section 178 of the Act, the Board of Directors has adopted a "Nomination and Remuneration Policy” on appointment and remuneration of Directors, Key Managerial Personnel & Senior Management. The Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management and other covered employees, their remuneration structure and disclosures in relation thereto. The Companys NRC Policy is available at the website of the Company at https://investors.vatra.com/ Investor-Relations-India/.

The remuneration paid to the Directors is as per the terms laid out in the NRC Policy of the Company.

For further details, please refer to the Report on Corporate Governance, which forms a part of this Annual Report.

BOARD EVALUATION

The Board has put in place a mechanism for evaluation of its own performance and the performance of its Committees and individual Directors.

The evaluation of the Board, Committees, Directors and Chairman of the Board was conducted based on evaluation parameters, such as Board composition and structure, effectiveness of the Board, participation at meetings, domain knowledge, awareness and observance of governance etc.

In a separate meeting of Independent Directors, performance of non-independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

A detailed disclosure on the framework of Board Evaluation including outcome and action plan has been provided in the Report on Corporate Governance, which forms a part of this Annual Report.

FAMILIARISATION PROGRAMME

Company periodically presents updates at the Board/Committee meetings to familiarise the Directors with the Companys strategy, business performance, finance, risk management framework, human resources and other related matters including one-to-one interactive sessions with the top management team, business and functional heads among others to understand the operations and technology.

The Company has putin place a familiarization programme for all its Directors including the Independent Directors.

A detailed note on the familiarization programme adopted by the Company for training of the Directors, is provided in the Report on Corporate Governance, which forms a part of this Annual Report.

INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has in place proper and adequate internal financial control system, commensurate with the size of its business operations, which is constantly assessed and strengthened with new/revised standard operating procedures (SOP) and time bound action plans to improve efficiency at all levels.

The Company has in place adequate procedures for ensuring the orderly and effective control of its business. Assurance on the effectiveness of internal financial controls is ensured through management reviews, controlled self-assessment and independent testing by the internal auditor.

During the year under review, except as reported by the statutory auditors in the Auditors Report on Standalone and Consolidated Financial Statements, no other reportable weakness in the operations and accounting procedures were observed.

Barring the above, adequate internal financial controls with reference to its financial statements are ensured by the Company.

TRANSACTION WITH RELATED PARTIES

All contracts,arrangements and transactions entered by the Company with related parties during the year under review were in the ordinary course of business and on an arms length basis.

Form AOC - 2 pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rule, 2014 is set out in Annexure D to this report.

None of the contracts or arrangement or transactions with any of the Related Parties were in conflict with the interest of your Company.

All applicable related party transactions were presented before the Audit Committee.

The policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions was amended during the year under review to align with the provisions of Listing Regulations and the same is available on the website of the Company at https://investors.vatra. com/l nvesto r_: Relations-lndia/.

PUBLIC DEPOSITS

Your Company has not accepted any deposits in terms of Section 73 of the Act read with Companies (Acceptance of Deposit) Rules, 2014 and falling within the meaning of Chapter V of the Act during the financial year under review.

ANNUAL RETURN

In terms of Section 92(3) read with Section 134(3)(a) of the Act and rules thereto, the Annual Return of the Company in Form MGT - 7 for the financial year ended on as on March 31,2024, will be available on the Companys website at https://investors.vatra.com/lnvestor- Relations-lndia/.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31,2024,your Company had 8 subsidiaries (direct and indirect) and 1 joint venture. Further, the Company does not have any associate company.

As on March 31,2024, out of 8 subsidiaries the Company had four material subsidiaries namely Yatra TG Stays Private Limited, TSI Yatra Private Limited, Yatra Online Freight Service Private Limited and Yatra For Business Private Limited.

According to Section 129 of the Act, the consolidated financial statements of the Company and its subsidiaries and joint venture are prepared in accordance with the relevant Indian Accounting Standard specified under the Companies Act, 2013 and the rules thereunder and forms part of this Annual Report.

Further, in accordance with Section 136 of the Act and the Listing Regulations, copies of the standalone and consolidated financial statements of the Company and the financial statements of the subsidiary companies and all other documents required to be attached are available on the Companys website at ttps://investors. vatra.com/lnvestor-Relations-lndia/.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statement of the subsidiary and joint venture in Form AOC-1 is forming part of the Consolidated Financial Statements, which forms part of this Annual Report.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEE

Disclosures relating to remuneration of Directors u/s 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure E of this Report.

Particulars of employee remuneration, as required under Section 197 (12) of the Act and read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. In terms of the provisions of the first proviso to Section 136(1) of the Act, this Report is being sent to the shareholders, excluding the aforementioned information. The information will be available for inspection at the registered office of the Company on all working days (Monday to Friday) between 11:00 a.m. and 1:00 pm. upto the date of AGM.

Any shareholder interested in obtaining the copy of the aforesaid information, may send an email to the Company Secretary & Compliance Officer at investorsravatra.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the FY 2023-24, has been presented in a separate Section forming part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate Section of this Annual Report and is also available on the Companys website at https:// investors.vatra.com/lnvestor-Relations-lndia/.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance requirements under the Act and as stipulated under the Listing Regulations. A separate Section on Corporate Governance under the Listing Regulations, along with the certificate from the Practicing Company Secretary confirming the compliance, is available as a separate Section of this Annual Report.

CERTIFICATE ON STATUS OF COMPLIANCE WITH FOREIGN EXCHANGE MANAGEMENT ACT (FEMA) PROVISIONS

As per the provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, the Company has obtained a certificate from the Statutory Auditors of the Company as regards the status of compliance with the instructions on downstream investment and compliance with the FEMA provisions. As per the certificate from the statutory auditors, the Company is in compliance with the applicable regulations as regards downstream investment and other related FEMA provisions.

SECRETARIAL STANDARDS

The Company has adhered to the applicable Secretarial Standards with respect to meetings of the Board of Directors (SS-1) and General meetings (SS-2) issued by the Institute of Company Secretaries of India.

ACKNOWLEDGMENTS

The Board is gratified and humbled by the faith shown in the Company by its Shareholders. The Board also places on record its appreciation for the support provided by various stakeholders including various authorities, BRLMs, Stock Exchanges, Depositories, Counsels, Consultants, Auditors and Employees of the Company for making the IPO success.

Your Board of Directors would also like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, vendors, consultants/advisors, bankers, investors and other authorities. Our continued efforts to strive for a better growth has been made possible due to solidarity, co-operation and continued support of each of the stakeholders.

For and on behalf of Board of Directors Yatra Online Limited

	DhruvShringi	Neelam Dhawan
Date: August 12,2024	DIN: 00334986	DIN: 00871445
Place: New Delhi	Whole-time Director cum CEO	Director