Yatra Online Ltd Directors Report

Dear Members,

Your Board of Directors ("the Board"/"the Directors") is pleased to present the Nineteenth (19^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, 2025 ("year under review"/ "FY 2024-25").

COMPANY OVERVIEW

The Company is a leading, full-service online travel company in India and one of the most well-recognized travel brands in the country, addressing the needs of both leisure and business travelers.

Our business is based on a common technology platform that serves our customers through multiple mobile applications as well as our website www.yatra.com. Our common platform approach provides us with a scalable, comprehensive, and consistent user experience across each of our go-to-market channels and helps us innovate effectively. We believe that this approach drives user familiarity with our service and encourages cross-selling and repeat usage by our customers, which further enhances customer loyalty for our business.

Our technology platform has been designed to deliver a high level of reliability, security, scalability, integration and innovation.

During the year under review, in one of its significant moves to grow inorganically, the Company acquired Globe All India Services Limited which has enabled the Company to enter new verticals and markets, enhance market penetration, and integrate additional capabilities into its existing business operations, thereby accelerating the marketing of its products and services and broadening its revenue streams.

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 consolidatedfinancial statements as per Indian Accounting Standards ("Ind AS") for

FY 2024-25. The financial highlights of the Companys operations for FY 2024-25 on standalone and consolidated basis are summarized as under:

Standalone and Consolidated Financial Highlights

(Amount in lakhs of Indian Rupees)

		(Amount in lakhs of Indian Rupees)
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	52,595	31,933	82,327	44,827
Total Expenses	50,847	33,823	78,814	44,957
Profit/(Loss) before Tax	1,748	-1,890	3,513	-130
Profit/(Loss) after tax	1,748	-1,890	3,657	-451
Total Operating Revenue (excluding interest income)	50,378	30,508	80,287	43,256
Cost of Services	27,847	8,551	40,390	8,640
Revenue Less Service Cost (RLSC)	21,479	21,161	38,754	33,592

The Company recorded an increase of approximately 64.70% and 83.65% in Total Income on standalone and consolidated basis respectively in the year under review, vis-vis performance in previous year with an increase by approximately 1.50% in Standalone RLSC and by approximately 15.37% in Consolidated RLSC, respectively.

PERFORMANCE AND FINANCIAL DETAILS OF SUBSIDIARIES

The Consolidated Financial Statements of the Company containing ncies and the financial of its subsidiaries as well and a separate statement containing the salient features of such financial statements in Form AOC-1, which is forming part of this Annual Report, reflects the performance and financial details of the subsidiaries.

MATERIAL EVENT

Composite Scheme of Amalgamation under Section 230 and 232 of the Act

On August 12, 2024, the Board of Directors of the Company approved a Composite Scheme of Amalgamation ("Scheme") involving the Company and its six wholly owned subsidiaries (collectively referred to as the "Amalgamating Companies"). The primary objective of this amalgamation is to simplify management, operational, and corporate generating synergies.structures,therebyenhancing The management of the Company believes that, among other benefits, the Company will achieve greater operational and economic efficiency. This will be accomplished through the pooling and more effective utilization of combined resources, reducing overhead costs and expenses, achieving economies of scale, eliminating duplication of work, and rationalizing compliance requirements.

Honble National Company Law Tribunal, Mumbai Bench ("NCLT") had delivered an order dated February 07, 2025 allowing the first motion application.

Subsequently, the second motion application filed by the Company with NCLT was allowed vide an order dated July 10, 2025. The Scheme is subject to additional requisite approvals/consents, as may be required in this regard.

SHARE CAPITAL STRUCTURE

The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") and are compulsorily tradable in electronic form and the entire share capital of the Company is in dematerialized form.

a) Authorised Share Capital

As on March 31, 2025 and as on date of this report, the authorised share capital of the Company is 200,000,000/- (Rupees Two Hundred Million Only) divided into 200,000,000 (Two Hundred Million) equity shares of 1/- (Rupee One Only) each.

b) Issued, Subscribed and Paid-up Share Capital

As on March 31, 2025 and as on date of this report, the issued, subscribed and paid-up share capital of the Company is 156,916,193 (Rupees One Hundred Fifty-Six Million Nine Hundred Sixteen Thousand and One Hundred Ninety-Three) divided into 156,916,193 (One Hundred Fifty-Six Million Nine Hundred Sixteen Thousand and One Hundred Ninety-Three) Equity Shares of 1/- (Rupee One Only) each.

During the year under review, the Company has not issued any equity shares or instruments convertible into equity shares of the Company or with differential voting rights nor has granted any sweat equity, bonus issue or stock under any scheme.

DEBENTURES

Unlisted Non-Convertible Debentures

During the year under review, 400 (Four Hundred) numbers of Unlisted, Secured, Redeemable, Non-convertible Debentures (NCDs), bearing ISIN INE0JR607021 having face value of 500,000/- (Rupees Five Hundred Thousand Only) each, having an Outstanding Principal Amount of 163,636,364/- (Rupees One Hundred Sixty-Three Million Six Hundred Thirty-Six Thousand Three Hundred Sixty-Four Only) as on August 20, 2024, were redeemed in full on August 20, 2024, in advance of its maturity date pursuant to the terms of Debenture Trust and Hypothecation Deed dated August 17, 2023, to the existing Debenture holders.

UTILIZATION OF PROCEEDS OF INITIAL PUBLIC OFFER

Your Company discloses to the Audit Committee the uses/application of proceeds/funds raised from the Initial Public Offer ("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.

UNCLAIMED SUSPENSE ACCOUNT/DEMAT SUSPENSE ACCOUNT

As on the closure of FY 2024-25, the Company does not have any shares in unclaimed suspense account/demat suspense 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://s22.q4cdn. com/850749348/files/doc_downloads/2022/04/Dividend-Distribution-Policy.pdf .

Your Directors do not recommend any dividend for the financial year 2024-25.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no Dividend declared and paid in previous years, the relevant provisions of Section 125 of the Act are not applicable to the Company for the year under review.

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

Consequent upon the completion of the tenure of M/s. S.R. Batliboi & Associates LLP in the 18th AGM held in the calendar year 2024 M/s. M S K A & Associates were appointed as the Statutory Auditors of the Company at 18th Annual General Meeting ("AGM") held on September 25, 2024, for a period of years i.e. till the conclusion of 23 five rd AGM of the Company to be held in the calendar year 2029.

M/s. M S K A & Associateshaveconfirmedthat they are not disqualified the Company.

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

qualification, reservation or adverse remark Auditors	Management Comments
STANDALONE FINANCIAL STATEMENTS
The following weaknesseshavebeenidentified in the operating effectiveness of the Companys internal financial controls over financial reporting as at March 31, 2025, which could potentially result in misstatement of financial statements: le and vendor code fi forpackages,updateofvendormaster	Our internal controls over financial reporting were ineffective due to: Inadequacy of documents evidencing performance of review of certain control attributes relating to payments / receipts creation; and
The Company has not retained adequate documents evidencing performance of review of certain control attributes relating to payment /receipt for packages, updation of vendor masters and vendor code creation.	Control attributes pertaining to review of ageing and vendor reconciliation were not operating effectively during part of the year.
Certain control attributes pertaining to review of ageing and vendor reconciliation were not operated effectively during part of the year.	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;
	Wewillplanfortimelyremediationofcontroldeficiencies 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.
In regard to accounting software managed by the entity (Others)	The Company has used various accounting software for maintaining its books of accounts 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 Company has used certain accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility, except that no audit trail feature was not enabled at the database level in respect of certain accounting softwares to log any direct data changes as explained in Note 42 to the financial statements.
	The Management has adequate internal controls over financial reporting which were operating effectively for the year ended March 31, 2025. 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).
CONSOLIDATED FINANCIAL STATEMENTS
The following weaknesses have been identified in the operating effectiveness of the Companys internal financial controls over financial reporting as at March 31, 2025, which could potentially result in misstatement of financial statements:	Our internal controls over financial reporting were ineffective due to:
The Company has not retained adequate documents evidencing performance of review of certain control attributes relating to payment /receipt for packages, updation of vendor masters and vendor code creation.	• Inadequacy of documents evidencing performance of review of certain control attributes relating to payments / receipts for packages, update of vendor master file and vendor code creation; and
	• Control attributes pertaining to review of ageing and vendor reconciliation were not operating effectively during part of the year.
Certain control attributes pertaining to review of ageing and vendor reconciliation were not operated effectively during part of the year.
Auditors qualification, reservation or adverse remark	Management Comments
	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 period of time during the next fiscal year.
	The Companys Management believes that the measures described above will remediate the ineffectiveness that has been is committed to improving the Companys disclosure controls and procedures and internal control over financial reporting
In regard to accounting software managed by the entity (Others)	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, 2025 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).
Based on examination which included test checks, the Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility, except that no audit trail feature was enabled at the database level in respect of certain accounting softwares to log any direct data changes as explained in Note 43 to the financial statements. In regard to accounting software managed by third party (Business Central)
Based on examination which included test checks, the Company has used an 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 the relevant transaction recorded in the software at application level. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in respective year. However, in the absence of sufficient and appropriate audit evidencing including SOC report we are unable to comment whether the audit trail feature was enabled at the database level in respect of an accounting software to log any direct data changes or whether there is any instances of audit trail feature being tampered with.
The details of Qualifications or adverse remarks made by the respective auditors of the subsidiaries in the Companies (Auditors Report) Order 2020 (CARO) Reports issued till the date of our audit report for the companies included in the consolidated financial statements are as follows:	1) Yatra MICE and Holidays Private Limited has borrowed money from the Company for working capital needs but defaulted on repayments and interest. Both companies are currently negotiating a mutually agreeable payment plan, and the Company has not demanded repayment during the relevant financialyear.

 

Sr. No. Name of the Company	CIN	Type of Company (Holding/	Clause number of the CARO report which qualified or adverse
1 Yatra MICE and Holidays Private Limited (formerly known as Adventure and Nature Network Limited)	U63030HR201	Subsidiary	Clause (ix)(a)
	2PLC047095
2 Globe All India Services Ltd.	U63040WB199	Subsidiary	Clause (ii)(b)
	4PLC062139

2) The discrepancy mentioned under Clause (ii)(b) of CARO report of Globe All India Services Limited is majorly on account of the details being submitted on the basis of provisional books / financialstatements. Adjustments pertaining to cut offs are done onlyonfinalization . of 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 and amended Regulation 24A of the

Listing Regulations, the Board, on the recommendations of the

Audit Committee, at their meeting held on August 08, 2025, approved appointment of M/s. Chandrasekaran Associates, a Peer-Reviewed firm of Company Secretaries in practice (Firm Registration Number: P1988DE002500), as the Secretarial Auditors of the Company, for a period of five consecutive years commencing from FY 2025-26 to FY 2029-30, subject to approval of the shareholders at the ensuing AGM of the Company.

Accordingly, approval of the members will be sought at the forthcoming 19^th AGM for appointment of Secretarial Auditors.

Further SKP & Co., Company Secretaries, who were appointed as Secretarial Auditor of the Company for the financial ended March 31, 2025, had submitted their report, enclosed as Annexure A of this Report. The Secretarial Audit Report of the Company does not contain any qualification, reservation, observation or adverse remarks.

Additionally, the Secretarial Audit Report of each of its material Yatra subsidiaries for the financial TG Stays Private Limited, TSI Yatra Private Limited, Yatra For Business Private Limited and Globe All India Services Limited are also forming part of this Report and enclosed as

Annexure-A (colly).

c. Internal Auditors and their Report

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014 the Board at its meeting held on August 08, 2025, approved the re-appointment of

M/s. Ernst & Young LLP, as Internal Auditors of the Company for the Financial year 2025-26.

Further, the report submitted by M/s. Ernst & Young LLP for the financial Audit Committee.

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 AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, your Companys Board had five Directors with a combination of Executive and Non-Executive Directors including a woman director.

The Board of Directors of the Company comprised of one Executive

Director, one Non-Executive Non-Independent Director and three

Non-Executive Independent Directors including one Woman Non-Executive 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.

With effect from the close of business hours of January 20, 2025, Ms. Neelam Dhawan, a Non-Executive Non-Independent Director resigned from the Board of Directors resulting in the reduction from six directors to five directors on the Board of the Company. The Company is in the process of finding a suitable candidate and is expected to fill in the vacancy on its Board in the near term.

Details of change in directors during FY 2024-25 and till the date of this report, are as under:

Appointments, Re-appointments, Retirements and Resignations 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, has recommended his re-appointment at the ensuing AGM.

b. Appointment of Independent Director

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. His appointment was approved by the members of the Company through Postal Ballot on May 07, 2024.

c. Resignation of Non-Executive Director

Ms. Neelam Dhawan (DIN: 00871445) tendered her resignation as a Non Executive Director of the Company with effect from close of business hours on January 20, 2025, due to her other professional commitments.

d. Resignation of Group Chief Financial Officer

After the closure of financial year ended March 31, 2025, Mr. Rohan Purshottamdas Mittal resigned from the position of Group Chief Financial Officer and Key Managerial Personnel of the Company with effect from close of business hours on April 10, 2025, to explore new opportunities.

e. Appointment of Chief Financial Officer After the closure of financial year ended March 31, 2025, Mr. Anuj Kumar Sethi was appointed as interim Chief Financial Officer and Key Managerial Personnel ("KMP") of the Company with effect from April 11, 2025.

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 and till the date of this report.

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
2. Mr. Manish Amin	Chief Information & Technology Officer
3. Mr. Anuj KumarSethi	ChiefFinancial Officer
4. Mr. Darpan Batra	Company Secretary cum ComplianceOfficer

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 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 the Management.

The Independent Directors have also confirmedthat 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

The Board is of the opinion that the Independent Directors appointed during the year possess requisite qualifications, skills, experience and expertise and they hold highest standards of integrity (including proficiency) and fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

DISCLOSURE UNDER SECTION 197(14) OF ACT

Whole Time Director of the Company is not receiving any commission from the Company hence the provision of Section 197(14) of the Act is not applicable to the Company.

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

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

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Stakeholders Relationship Committee

iv. Risk Management Committee

v. Corporate Social Responsibility Committee

vi. Independent Directors Committee*

vii. IPO Committee*

*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 Stock Exchanges, the IPO Committee and Independent Directors

Committee were dissolved w.e.f. May 30, 2024.

In addition to the above, the Borrowing Committee was dissolved by the Board with effect from May 29, 2025.

During the year under review, Audit Committee of the Board of Directors of the Company was re-constituted w.e.f. April 01, 2024.

Further, Nomination and Remuneration Committee, Corporate Social

Responsibility Committee and Stakeholders Relationship Committee of the Board of Directors of the Company were re-constituted w.e.f. February 11, 2025.

Further, all the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board. that they The Board of Directors met seven times during the FY 2024-25.

A detailed update on the Board, its composition, governance of ofcommittees including detailed charters, terms and reference of various

Board Committees, number of Board and Committee meetings held during FY 2024-25 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 othersuchauthority. their knowledge and belief, confirm that for the financialyear ended

March 31, 2025:

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 profit of the Company for that period;

c. they had taken proper and 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 disclosed 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 AND 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 forming 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 relate and the date of the report except as detailed below:

Acquisition a. During the year under review, 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 Yatra MICE and Holidays Limited (formerly known as Adventure and Nature Network Private Limited) ("Yatra MICE").

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

b. The Company had acquired 100% share capital of Globe All India Services Limited ("Globe") on September 10, 2024 which is inter alia engaged in the business of providing reservation and booking services relating to tours and travels (corporate, MICE and leisure and tour planning).

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 2024-25, there were no significant 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

During the financial year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the IBC, as amended, before the National Company Law Tribunal or other Courts.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

After the closure of FY 2024-25, Board at its meeting held on May 29, 2025 approved shifting of the Registered office of the Company from the state of Maharashtra to the National Capital Territory (NCT) . of Delhi, subject to necessary approvals.

Further, Shareholders of the Company vide special resolution dated

. July 03, 2025 accorded their approval to shift the registered office of the Company, subject to the approval of Central Government.

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 providing the details/processes about identification of risk elements, 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 risks the Company may be exposed to. 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 mechanism for the key risks andmaterialorders identified, so as to make sure that 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 audits, 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 with which employees can register their complaint(s) against sexual harassment.

To build awareness in this area, Company has been conducting induction/ training programmes 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, the details of complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

i. Number of Sexual Harassment Complaints received - Nil

ii. Number of Sexual Harassment Complaints disposed off - Not Applicable

iii. Number of Sexual Harassment Complaints pending beyond 90 days- Not Applicable

COMPLIANCE OF THE MATERNITY BENEFIT ACT, 1961

Your Company has complied with the provisions relating to the MaternityBenefit

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 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 addressed part of this Annual Report. CSR Policy is available on the website of the Company at https://s22.q4cdn.com/850749348/files/doc_ downloads/2022/04/Corporate-Social-Responsibility-Policy.pdf .

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 malpractice, 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 https://s22.q4cdn. com/850749348/files/doc_downloads/ir_india/2023/whistle-blower-policy_19-03-2024-final.pdf.

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, and Senior Management. The Policy inter-alia includes criteria for appointment of Directors, KMPs, Senior Management and other employees as may be decided by the Board, their remuneration structure and disclosures in relation thereto. The Companys NRC Policy is available at the website of the Company at https://s22.q4cdn. com/850749348/files/doc_downloads/2024/08/nomination-and-remuneration-policy_.pdf.

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 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 business, operations and technology of the Company.

The Company has put in 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 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 . toitsfinancial statements

TRANSACTION WITH RELATED PARTIES

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

During the year, the Company has not entered into any transaction, contract or arrangement with related parties, which could be considered material, in accordance with the Companys Policy on dealing with Related Party Transactions ("RPT Policy") and Listing Regulations. Accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

The policy on Materiality of Related Party Transactions is available on the website of the Company at https://s22.q4cdn.com/850749348/ files/doc_downloads/2024/03/policy-on-materiality-of-related-party-transactions.pdf .

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, 2025, will be available on the Companys website at https://investors.yatra.com/Investor-Relations-India/?_ga=2.186110188.477297656.1722839776-970339802.1722839776.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2025, your Company had 10 subsidiaries (direct and indirect). Further, the Company does not have any associate company.

As on March 31, 2025, out of its 10 subsidiaries, the Company had four material subsidiaries namely Yatra TG Stays Private Limited, TSI Yatra Private Limited, Yatra For Business Private Limited and Globe All India Services Limited.

According to Section 129 of the Act, the consolidated financial statements of the Company and its subsidiaries 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 thereto, are available on the Companys website at https://investors.yatra.com/Investor-Relations-India/?_ga=2.186110188.477297656.1722839776-970339802.1722839776 .

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEE

Disclosures relating to remuneration of Directors under Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure D 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 p.m. up to 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 investors@yatra.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the FY 2024-25, 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.

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 , 1999 ("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

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 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

Your Board of Directors takes this opportunity to extend their sincere gratitude to all the employees, customers, banks, business partners, counsels and other regulatory bodies/authorities for their invaluable support, cooperation and trust in the Company.

Additionally, the Board acknowledges and expresses its deep gratitude for the continued co-operation and support received from its valued shareholders.

	For and on behalf of Board of Directors
		Yatra Online Limited
Date: August 08, 2025	Murlidhara Kadaba	Dhruv Shringi
Place: Gurugram	DIN: 01435701	DIN: 00334986
	Chairman	Whole-Time Director
		cum CEO