Yatra Online Ltd Directors Report

Dear Members,

Your Board of Directors is pleased to present the Twentieth (20^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 review/ FY 2025-26").

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 endedMarch31,2026("yearunder reliability, security, scalability, integration and innovation.

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 2025-26. The financial highlights of FY 2025-26 on standalone and consolidated basis, are summarized as under:

Standalone and Consolidated Financial Highlights

(Amount in Millions of Indian Rupees)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Income	6658.6	6402.0	10322.8	8232.7
Total Expenses	6255.3	6131.6	9798.5	7881.4
Profit/(Loss) before Tax	376.3	270.4	486.4	351.3
Profit/(Loss) after tax	379.6	276.2	468.1	365.7
Total Operating Revenue (excluding interest income)	6429.3	6168.9	10158.5	8028.7
Cost of Services	2515	2784.6	5241.1	4039.0
Revenue Less Service Cost (RLSC)	3841.4	3284.0	4823.9	3875.4

The Company delivered a resilient performance during the year under review despite temporary disruptions to the travel sector arising from geopolitical developments and operational challenges affecting the aviation industry. Consolidated Revenue Less Service Cost (RLSC), increased by approximately 24.47%, in line with the growth outlook communicated by the Company, while standalone RLSC grew by approximately 16.97% over the previous financial year. Total Income increased by approximately 4.01% on a standalone basis and 25.39% on a consolidated basis, reflecting the Companys continued business expansion during the year.

PERFORMANCE AND FINANCIAL DETAILS OF SUBSIDIARIES

The Consolidated Financial Statements of the Company containing 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

Amalgamation of Wholly Owned Subsidiaries with the Company

The Board of Directors of the Company (‘Board) at its meeting held on August 12, 2024, had approved the a Composite Scheme of Amalgamation ("Scheme") involving the Company and its six wholly-owned subsidiaries i.e. Travel.Co.In Private Limited, Yatra For Business Private Limited, Yatra TG Stays Private Limited, Yatra Corporate Hotel Solutions Private Limited, Yatra Hotel Solutions Private Limited and Yatra Online Freight Services Private Limited

("Collectively referred to as the "Amalgamating Companies") and their respective Shareholders and Creditors under sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The said Composite Scheme of Amalgamation was filed with the

National Company Law Tribunal (NCLT) Mumbai Bench ("NCLT") on

September 21, 2024. The aforesaid scheme of arrangement was then approved by NCLT vide an order date October 14, 2025. Pursuant to the said order, the Amalgamating Companies merged into Yatra

Online Limited with effect from December 01, 2025.

Strategic Partnership with Kanoo Travel

On July 13, 2026, Yatra Online Limited together with its wholly owned subsidiary, Yatra Middle East LLC, entered into a memorandum of understanding with Kanoo Global Travel Holding Limited and Yusuf Bin Ahmed Kanoo (Holdings) Co. B.S.C. (Closed) for a strategic technology arrangement in the Middle East. Under the arrangement,

Kanoo Travel is expected to deploy our integrated enterprise travel and expense management platform, encompassing travel booking, policy management, expense management, automation and analytics. The partnership also includes the establishment of a Kanoo Travel Global Operations Centre to provide 24x7 multilingual operational support alongside Kanoo Travels customer-facing teams across the region.

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, 2026 and as on date of this report, the authorised share capital of the Company is 46,58,00,000/- (Rupees Four Hundred Sixty-Five point eight Million Only) divided into 46,08,00,000 (Rupees Four Hundred Sixty point eight Million Only) equity shares of Re. 1/- (Rupee One Only) each and 50,00,000 (Rupees Five Million only) divided into 50,000 (Fifty Thousand only) preference shares of 100/- (Rupees One Hundred only) each.

b) Issued, Subscribed and Paid-up Share Capital

As on March 31, 2026 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 Re. 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, the Company did not issue any debentures and there were no outstanding debentures as on March

31, 2026. Accordingly, the provisions applicable to debentures, including those relating to Debenture Trustee, Debenture Trust Deed and asset cover, were not applicable to the company during the year under review.

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.

During the quarter ended June 30, 2025, Company had received queries from Securities and Exchange Board of India (SEBI) in respect of utilization of IPO proceeds. Deposit/Advances aggregating INR 3,391.44 million given for airline tickets and hotel bookings till June 30, 2024 were considered as utilization of proceeds of IPO under the object of Investment in Customer acquisition and Retention,

Technology and other Organic Growth initiative in the manner specified in the offer Document. These Deposit/advances were given under ordinary course of business prevalent in the industry sector in which the Group operates. Such classification was based on legal opinion obtained by the Company on which the previous auditors had relied upon for issuing their reports on the manner of utilization of proceeds of IPO till aforesaid date. The Company had responded to queries received from SEBI regarding utilization of IPO proceeds paid till June 30, 2024. Subsequently, during the quarter ended December 31, 2025, the Company received further queries/clarification from SEBI and responses were duly submitted on December 15, 2025 and December 26, 2025. Based on Independent legal opinions obtained, management believes that aforesaid classification of utilization is in accordance with the Object Clause of the offer Document complying with applicable regulations. Since submission of our last response to SEBI on December 26, 2025, the Company has not received any communication from SEBI so far.

UNCLAIMED SUSPENSE ACCOUNT/DEMAT SUSPENSE

ACCOUNT

As on the closure of FY 2025-26, 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 2025-26.

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

In terms of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at the 18th AGM of the Company held on September 25, 2025 approved the appointment of M/s. M S K A & Associates LLP as the Statutory Auditors of the Company for a period of five years i.e. till the conclusion of 23rd AGM of the Company to be held in the calendar year 2029.

M/s. M S K A & Associates LLP have confirmedthat they are not disqualified from continuing as Statutory Auditors of the Company. The Reports given by M/s. M S K A & Associates on the standalone and consolidated Financial Statements of your Company for the financial year ended March 31, 2026 ("Financial Statements") forms part of the Annual Report.

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

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. Subsequently, the members of the Company at the 19th AGM of the Company held on September 25, 2025 approved the appointment of

M/s. Chandrasekaran Associates, as the Secretarial Auditors of the Company for a period of five consecutive years commencing from FY 2025-26 to FY 2029-30.

The Secretarial Auditors carried out the Secretarial Audit for the financial year ended March 31, 2026. The Secretarial Audit

Report is annexed as Annexure – A and forms an integral part of this Report. The Secretarial Audit Report is self-explanatory and does not call for any further comments. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the financial year ended March 31, 2026, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act, accordingly, no details are required to be disclosed under Section 134(3) (ca) of the Act.

Additionally, the Secretarial Audit Report of its one material subsidiary for the financial year 2025-26 namely Globe All

India Services Limited is also forming part of this Report and enclosed as Annexure-A1.

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 12, 2026, approved the re-appointment of M/s. Ernst & Young LLP, as Internal Auditors of the Company for the Financial year 2026-27.

Further, the report submitted by M/s. Ernst & Young LLP for the financial year ending March 31, 2026 has been reviewed by the 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, 2026, your Companys Board had six Directors with a combination of Executive and Non-Executive Directors including a woman director.

The Board of Directors of the Company comprised of total 6 Directors comprising 1 Executive Director, 2 Non-Executive Non-Independent Directors and 3 Non-Executive Independent Directors (with 1 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.

Details of change in directors during FY 2025-26 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. Resignation of Chief Financial Officer

Mr. Rohan Mittal resigned from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from close of business hours on April 10, 2025, due to his personal reason and to pursue other growth opportunities outside the Company.

c. Appointment of Interim Chief Financial Officer Mr. Anuj Kumar Sethi was appointed as Interim Chief Financial Officer of the Company with effect from April 11, 2025.

d. Resignation of Company Secretary and Compliance Officer Mr. Darpan Batra resigned from the position of Company

Secretary and Compliance Officer and Key Managerial

Personnel of the Company with effect from close of business hours on September 22, 2025, due to his personal reason and to pursue other growth opportunities outside the Company.

e. Appointment of Additional Non-Executive, Non Independent

Director

Mr. Roshan Chanaka Nirmal Mendis was appointed as

Additional Non-Executive, Non-Independent Director of the

Company with effect from September 26, 2025.

Further Company had sought the approval of its shareholders through postal ballot with requisite majority on December 18, 2025 for the appointment of Mr. Roshan Chanaka Nirmal

Mendis as Non-Executive, Non-Independent Director on the

Board of the Company.

f. Resignation of Chairman of the Board

Mr. Murlidhar Kadaba resigned from the position of Chairman of the Board of Directors with effect from November 24, 2025 and continued as Non-Executive and Non Independent Director of the Company.

g. Resignation of Chief Executive Officerand Chairperson of the

Board

Mr. Dhruv Shringi resigned from the position of Chief Executive Officer of the Company with effect from closure of business hours on November 24, 2025 and continued as Whole Time Director of the Company. He was also appointed as Chairperson of the Board of Directors with effect from November 24, 2025.

h. Appointment of Chief Executive Officer Mr. Siddhartha Gupta was appointed as Chief Executive Officer and Key Managerial Personnel ("KMP") of the Company with effect from November 25, 2025.

i. Appointment of Company Secretary and Compliance Officer Ms. Jyoti Chawla was appointed as Company Secretary and Compliance officer and Key Managerial Personnel ("KMP") of the Company with effect from December 1, 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	Executive Chairperson and Whole-Time Director
2.	Mr. Siddhartha Gupta	Chief Executive Officer
3.	Mr. Manish Amin	Chief Information & Technology Officer
4.	Mr. Anuj Kumar Sethi	Chief Financial
5.	Ms. Jyoti Chawla	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 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 confirmedthat 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 the Management.

The Independent Directors have also confirmed 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 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

During the year under review, all the recommendations made by the Committees of the Board, including the Audit Committee, were accepted by the Board. The Board of Directors met nine times during FY 2025-26.

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 2025-26 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, 2026:

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 judgementsand that theyareindependent of 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 thattheyhave 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 controls are adequate and were operating effectively except as disclosed in this report; and

f. they had devised a proper system 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 financialposition 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.

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 2025-26, 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

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

During the financial year under review, the Registered office of the Company was shifted within the local limits of Mumbai from B2/101, 1^st Floor Marathon Innova, Marathon Nextgen Complex B

Wing G.Kadam Marg Opp. Peninsula Corp Park Lower Parel (West), of Mumbai, Maharashtra, India 400013 to 1^st Floor, Iconic Building, Urmi Estate, 95, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai, Maharashtra, India 400013 with effect from August 29, 2025. All statutory filings with the Registrar of Companies were duly completed. Subsequently, pursuant to the approval of the shareholders and the Regional Director, Ministry of Corporate Affairs, the Registered Office of the Company was shifted from the State financial of Maharashtra to the State of New Delhi with effect from January

12, 2026. Consequent upon the said change, the jurisdiction of the

Registrar of Companies changed from ROC Maharashtra to ROC

New Delhi. The Memorandum of Association of the Company was amended accordingly and all necessary statutory approvals and filings were duly completed.

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 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 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 MATERNITY BENEFIT ACT 1961

Your Company has complied with the provisions relating to the

Maternity Benefit Act 1961.

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. Although CSR contribution related provisions were applicable to one subsidiary of the Company i.e. Yatra TG Stays Private Limited (Yatra TG). However, Yatra TG has been amalgamated with Yatra Online Limited w.e.f. December 01,

2025 and accordingly, the obligation of spending the CSR contribution of 22,04,474/- of Yatra TG Stays Private Limited shifted to the Company. Therefore, Yatra Online Limited made a CSR contribution of 22,04,474/- during the Financial Year ended March 31, 2026.

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://s22.q4cdn. 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 malpractices, 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 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 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 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://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, 2026, 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, 2026, your Company had 4 subsidiaries (direct and indirect). Further, the Company does not have any associate company.

As on March 31, 2026, out of its 4 subsidiaries, the Company had one material subsidiary namely 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/Compliance-Under-Regulation-46/

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 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. 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 atinvestors@yatra.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the FY 2025-26, 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 (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

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
	Murlidhara Kadaba	Dhruv Shringi
	DIN: 01435701	DIN: 00334986
	Director	Executive Chairperson
Date: August 12, 2026		and Whole-time
Place: Gurugram		Director