As filed with the Securities and Exchange Commission on August 11, 2017

Registration No. 333-215653

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 3 TO FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

YATRA ONLINE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands		4700		Not Applicable
(Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

1101-03, 11 ^th Floor, Tower-B,
Unitech Cyber Park,
Sector 39, Gurgaon, Haryana 122002,
India
0124 399 5500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19715
(302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With copies to:

Jocelyn M. Arel, Esq.
Michael J. Minahan, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
Tel: (617) 570 1000
Fax: (617) 321-4344

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

On January 23, 2017, Yatra Online, Inc. (the “Company”) filed a registration statement with the Securities and Exchange Commission (the “SEC”) on Form F-1 (Registration No. 333-215653), which was amended by Pre-Effective Amendment No. 1 filed with the SEC on February 9, 2017 and Pre-Effective Amendment No. 2 filed with the SEC on February 13, 2017 (as amended, the “Form F-1”). The Form F-1 was declared effective by the SEC on February 14, 2017 and registers for resale by the selling stockholders named in the prospectus up to 6,300,000 shares of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”).

The Company subsequently filed Post-Effective Amendment No. 1 to the Form F-1 on June 8, 2017 and Post-Effective Amendment No. 2 to the Form F-1 on June 30, 2017.

This Post-Effective Amendment No. 3 to the Form F-1 is being filed in order to include in the prospectus included herein the registrant’s unaudited financial and operating results for the three months and ended June 30, 2017, which were filed with the SEC on Form 6-K on August 7, 2017. The registrant is not seeking to register any additional shares pursuant to this Post-Effective Amendment No. 2 to the registration statement. All applicable registration and filing fees payable in connection with the registration of the Ordinary Shares covered by the registration statement were paid by the Company at the time of the initial filing of the Form F-1.

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The information in this preliminary prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated August 11, 2017

PRELIMINARY PROSPECTUS

6,300,000 Ordinary Shares

 

This prospectus relates to the resale of up to 6,300,000 of our ordinary shares, par value $0.0001 per share, which may be offered for sale from time to time by the selling shareholders named in this prospectus. We are a public company incorporated under the laws of the Cayman Islands. We are not selling any shares in this offering. We, therefore, will not receive any proceeds from the sale of the shares by the selling shareholders. The selling shareholders may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. See “Plan of Distribution” beginning on page 128 of this prospectus for more information.

The ordinary shares, par value $0.0001 per share, are currently listed on the NASDAQ Stock Market (the “NASDAQ”) under the symbol “YTRA.” On August 10, 2017, the closing price for the ordinary shares on the NASDAQ was $9.71 per ordinary share.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, will be subject to reduced public company reporting requirements.

 

Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 26 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated         , 2017.

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PROSPECTUS SUMMARY			1
SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF YATRA ONLINE, INC.			20
RISK FACTORS			26
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			49
USE OF PROCEEDS			50
DIVIDEND POLICY			50
CAPITALIZATION			51
CURRENCY AND EXCHANGE RATES			52
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			53
INDUSTRY OVERVIEW			77
BUSINESS			85
MANAGEMENT			107
DESCRIPTION OF SHARE CAPITAL			116
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			120
PRINCIPAL SHAREHOLDERS			122
SELLING SHAREHOLDERS			125
PLAN OF DISTRIBUTION			128
SHARES ELIGIBLE FOR FUTURE SALE			129
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES			131
MATERIAL INDIAN TAX CONSEQUENCES			139
EXPENSES RELATED TO THE OFFERING			141
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS			141
LEGAL MATTERS			142
EXPERTS			142
AVAILABLE INFORMATION			142
INDEX TO FINANCIAL STATEMENTS			F-1

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You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on our behalf. Neither we, nor the selling shareholders, have authorized any other person to provide you with different or additional information. Neither we, nor the selling shareholders, take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The selling shareholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates.

Except as otherwise set forth in this prospectus, neither we nor the selling shareholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

In this prospectus, references to “U.S.,” the “United States” or “USA” are to the United States of America, its territories and its possessions. References to “India” are to the Republic of India. References to “$”, “US$” and “U.S. Dollars” are to the lawful currency of the United States of America, and references to “Rs.” “INR” and “rupee” each refer to the Indian rupee, the official currency of the Republic of India.

On December 16, 2016, we converted our preference shares into ordinary shares and effectuated a reverse 5.4242194-for-one share split of our ordinary shares as well as a 5.4242194-for-one adjustment with respect to the number of ordinary shares underlying our share options and a corresponding adjustment to the exercise prices of such options. Unless otherwise specifically stated or the context otherwise requires, all share information and per share data included in this prospectus prior to December 16, 2016 has been presented on a post-share split basis.

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

Unless otherwise indicated, our consolidated financial statements and related notes as of and for the fiscal years ended March 31, 2017, 2016 and 2015 included elsewhere in this prospectus have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. References to a particular “fiscal year” are to our fiscal year ended March 31 of that year. Our fiscal quarters end on June 30, September 30 and December 31. References to a year other than a “fiscal” year are to the calendar year ended December 31. We refer in various places within this prospectus to Revenue Less Service Cost and Adjusted EBITDA, which are non-IFRS measures. The presentation of non-IFRS measures is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Certain Non-IFRS Measures.”

INDUSTRY AND MARKET DATA

In this prospectus, we rely on and refer to information and statistics regarding the travel service industry and our competitors from market research reports and other publicly available sources, including from PhoCusWright Inc., or PhoCusWright, an independent travel industry research company. We have supplemented such information where necessary with our own internal estimates and information obtained from discussions with our customers, taking into account publicly available information about other industry participants and our management’s best view as to information that is not publicly available. While we believe that all such information is reliable, we have not independently verified industry and market data from third party sources. In addition, while we believe that our internal company research is reliable and the definitions of our industry and market are appropriate, neither our research nor these definitions have been verified by any independent source. Further, while we believe the market opportunity information included in this prospectus is generally reliable, such information is inherently imprecise. Projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are

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necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. See “Cautionary Note Regarding Forward-Looking Statements.”

TRADEMARKS

We operate under a number of trademarks and trade names, including, among others, “Yatra” and “Travelguru.” This prospectus contains references to our trademarks and trade names and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trademarks, trade names or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our ordinary shares. Before making an investment decision, you should read this entire prospectus carefully, especially “Risk Factors” and the financial statements and related notes thereto, and the other documents to which this prospectus refers. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” for more information.

As used in this prospectus, unless the context otherwise requires or indicates, references to “we,” “us,” “our,” “company” and “Yatra” refer to Yatra Online, Inc. and its consolidated subsidiaries and references to “Terrapin 3” refer to Terrapin 3 Acquisition Corporation, a Delaware corporation that we acquired in the Business Combination, on a stand-alone basis.

Our Company

We are the second largest online travel agent company in India (based on management estimates and information available in publicly available company filings) and are committed to our mission of “creating happy travelers.” Through our website, www.yatra.com, our mobile applications, or apps, and our other associated platforms, leisure and business travelers can explore, research, compare prices and book a wide range of services catering to their travel needs. Since we commenced operations in 2006, over $222 million has been invested in our company and over 5.6 million customers have used one or more of our comprehensive travel-related services through June 30, 2017, which include domestic and international air ticketing, hotel bookings, homestays, holiday packages, bus ticketing, rail ticketing, activities and ancillary services.

Our customers can review and book flights on all major Indian and international airlines, and can book accommodations at more than 65,000 hotels in more than 1,100 cities and towns in India as well as more than half a million hotels around the world. To ensure that our service is truly a “one-stop shop” for travelers, we also provide our customers with access to approximately 1,000 holiday packages and more than 43,000 activities.

Based on our large and loyal existing customer base, our comprehensive service offerings, our experienced management team and our multi-channel strategy, we believe we are well-positioned to capitalize on the burgeoning Indian travel market. Our brand is among the most well recognized in not only the Indian online travel industry, but all of Indian Internet commerce, and we believe that this creates a significant competitive advantage. We intend to continue to expand and enhance our offerings through innovative travel solutions that will grow our business, improve our customer experience and meet the changing needs of leisure and business travelers. For example, we recently opened up our holidays booking platform to third party vendors enabling them to sell holiday products alongside those packaged by us on a marketplace platform, which provides our customers a wide selection of products and services.

In the fiscal year ended March 31, 2017, our website received 171 million visits, which was an 11% increase compared to the fiscal year ended March 31, 2016. We define a “visit” as a group of interactions on our platform that occur within a 30 minute time frame. A single visit can contain multiple screen or page views, events and transactions. We use “traffic” and “visits” interchangeably in this prospectus. In fiscal year 2017, 87% of our customers’ visits were from unpaid traffic, which includes direct, organic and referrals traffic, compared to 81% in fiscal year 2016. We believe this trend reflects the strength of our brand and the strong direct relationship we have with travel consumers.

We launched our eCash program in 2014 to reward our customers for repeat purchases. Customers accumulate eCash points on travel booked through us, and these points may be redeemed by customers for future bookings. We believe the eCash program has had a positive impact on our business. Adoption rates for our eCash program have increased and our cross-sell and customer retention rates have improved significantly this year. Our 90-day repeat rate was approximately 50% in March, 2017, and our cross-sell rate was approximately 21% in the same period.

Our website is the main interface for our customers, but as smartphone penetration in India has increased, the importance of our mobile platform has also increased. To address strong customer demand for mobile

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solutions, we have developed multiple mobile applications for a variety of consumer segments and services. We have experienced rapid growth in traffic on our mobile platforms. In fiscal year 2017, mobile accounted for over 63% of total consumer visits on the yatra.com platform and grew over 40% compared to fiscal year 2016. In the three months ended June 30, 2017, mobile accounted for 73% of total consumer visits on the yatra.com platform. In fiscal year 2017, mobile app traffic increased to 1.3 times, mobile app air bookings at increased to 1.8 times and mobile app hotel bookings increased to 1.4 times, compared to fiscal year 2016.

To further accelerate our mobile strategy, we have entered into a strategic relationship with Reliance Retail Ltd., an affiliate of Reliance Industries Limited which is one of India’s largest conglomerates, pursuant to which Reliance Jio has agreed to pre-install the Yatra mobile app on up to 35 million Reliance Jio LYF smartphones over the course of 36 months as it launches one of India’s largest 4G mobile networks. Reliance Jio commenced this activity in September 2016. Reliance Industries Limited, through one of its affiliates, is a strategic investor in our company.

To further strengthen the brand, we have signed up one of India’s leading film personality, Ranbir Kapoor, as our brand ambassador. His vibrant persona and pan-India appeal makes him an ideal fit for our brand.

Our revenue was INR 8,338 million in fiscal year 2016 and INR 9,345 million in fiscal year 2017, representing a growth of 12% over that period. Our Revenue (including other income) Less Service Cost was INR 4,208 million in fiscal year 2016 and INR 5,203 million in fiscal year 2017, representing an increase of 23.6%. In addition, our Gross Bookings increased from INR 59,497 million in fiscal year 2016 to INR 69,052 million in fiscal year 2017, representing an increase of 16.1%. Revenue Less Service Cost is a non-IFRS measure. For more information about this non-IFRS measure and a reconciliation to the most comparable IFRS measure, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Key Operating Metrics.” We have invested significant capital in our technology platform and in sales and marketing efforts to build our brand and acquire customers. During fiscal years 2016 and 2017, our net losses were INR (1,243) million and INR (5,937) million, respectively.

Our Services

We offer comprehensive travel-related services, which include domestic and international air ticketing, hotel bookings, homestays, holiday packages, bus ticketing, rail ticketing, activities and ancillary services. With over 1.4 million travelers using our platform during fiscal year 2017, we have witnessed year-over-year growth of 29% in net transaction count, 25% in net transacting customers, 20.6% in gross air passenger count, 9.8% in gross holiday packages passengers traveled, 21.4% in standalone gross hotel room nights booked and 16.1% in Gross Bookings. In fiscal year 2017, mobile app traffic increased to 1.3 times, mobile app air bookings increased to 1.8 times and mobile app hotel bookings increased to 1.4 times, compared to fiscal year 2016.

Our Strengths

We believe the following combination of attributes of our company distinguishes us from our competitors:

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Our Platform

Our “Go-To-Market” strategy has been a mix of B2C (business to consumer), B2E (business to enterprise) and B2B2C (business to business to consumer). Our customer “touch-points” include our website, mobile platforms, retail stores, call centers, a network of over 17,000 agents across India addressing the needs of a large fragmented market of travel agents and a portfolio of B2E clients across India employing over 2 million people. We operate 12 retail stores in leased premises across 12 cities in India, with an average size of approximately 500 square feet.

Our Strategy

Our mission is to create happy travelers. Our goal is to be the leading online travel provider in the fast-growing Indian travel industry and over time expand our footprint into other emerging markets by leveraging our technology platform. To serve our mission and achieve our goals, we are following a multi-channel distribution strategy that is focused on utilizing our strong position in the air travel segment to attract new customers and cross-sell other products to this customer base such as hotels and holiday packages. Our strategy seeks to take advantage of the strong underlying growth rates across the travel sector and thereby to grow our revenue.

We will continue to invest in our brand, particularly in smaller regional Tier 2 and Tier 3 markets which, we believe, currently have lower online penetration levels for travel. According to the Indian government’s most recent census, more than 200 million people (representing 16% of India’s population) live in the 488 cities and towns comprising Tier 2 and 3 markets. We expect increased travel within and between Tier 2 and Tier 3 cities to drive growth in air and hotels. According to the Airports Authority of India, the growth rate in the number of air travel passengers year-over-year is higher in secondary airports located in smaller Tier 1 and

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larger Tier 2 cities and smaller regional airports in Tier 2 cities, at 24% and 20%, respectively, than it is in major metro airports located in the largest Tier 1 cities, at 16%.

Implications of Being an Emerging Growth Company and a Foreign Private Issuer

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of certain exemptions from specified disclosure and other requirements that are otherwise generally applicable to public companies. These exemptions include:

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of (i) the last day of the fiscal year in which we have more than $1.0 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (iii) the issuance, in any three-year period, by our company of more than $1.0 billion in non-convertible debt securities; or (iv) the last day of the fiscal year ending after the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.

We are also considered a “foreign private issuer” and will report under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as a non-U.S. company with foreign private issuer status. This means that, even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States.

We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained herein may be different from the information you receive from our competitors that are public companies, or other public companies in which you have made an investment.

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Summary Risk Factors

Investing in our ordinary shares entails a high degree of risk as more fully described in the “Risk Factors” section of this prospectus. You should carefully consider such risks before deciding to invest in our ordinary shares. These risks include, among others:

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Corporate Structure

The following diagram illustrates our corporate structure and the place of formation and ownership interest of each of our significant subsidiaries, as of the date of this prospectus:

Corporate Information

We are a Cayman Islands exempted company with operations primarily in India. We were incorporated as a private exempted company with limited liability on December 15, 2005 and subsequently became a public company upon the consummation of the Business Combination. Our registered office is located at c/o Maples Corporate Services Limited, PO Box-309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands. Our principal executive office is located at 1101-03, 11 ^th Floor, Tower-B, Unitech Cyber Park, Sector 39, Gurgaon, Haryana 122002, India, and our telephone number at this office is (+91-124) 339-5500. Our principal website address is www.yatra.com and our other main website is www.travelguru.com. We do not incorporate the information contained on, or accessible through, our websites into this prospectus, and you should not consider it a part of this prospectus. Our agent for service of process in the United States is Puglisi & Associates located at 850 Library Avenue, Suite 204, Newark, Delaware 19715.

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Recent Developments

Financial Results for the Quarter Ended June 30, 2017

On August 7, 2017, we announced our unaudited financial and operating results for the three months ended June 30, 2017.

		Three months ended June 30,												YOY Change
		2017				2017				2016
		Unaudited
		INR				USD				INR				%
(in thousands except percentages)
Financial Summary as per IFRS
Revenue (including other income)			3,029,296				46,878				2,626,342				15.3	%
Results from operations			(970,580	)			(15,020	)			(55,889	)			1,636.6	%
Loss for the period			(3,125,933	)			(48,373	)			(80,965	)
Financial Summary as per non-IFRS measures
Revenue Less Service Costs (1)			1,634,421				25,292				1,221,632				33.8	%
Air Ticketing			1,063,288				16,454				846,292				25.6	%
Hotels and Packages			438,462				6,785				315,835				38.8	%
Other			132,671				2,053				59,505				123.0	%
Adjusted EBITDA (Loss) (2)			(610,351	)			(9,445	)			13,008				(4,792.1	)%
Operating Metrics
Gross Bookings (3)			20,726,975				320,752				16,698,075				24.1	%
Air Ticketing			17,355,888				268,584				13,801,614				25.8	%
Hotels and Packages			3,371,087				52,168				2,896,461				16.4	%
Net Revenue Margin (%) (4)
Air Ticketing			6.1	%							6.1	%
Hotels and Packages			13.0	%							10.9	%
Quantitative details (5)
Air Passengers Booked			1,873								1,633				14.7	%
Stand-alone Hotel Room Nights Booked			469								275				70.5	%
Packages Passengers Travelled			54								48				12.5	%

Note:

Convenience Translation

The unaudited interim condensed consolidated financial statements are stated in INR. However, solely for the convenience of the readers, the unaudited interim condensed consolidated statement of profit or loss and other comprehensive loss for the three months ended June 30, 2017, the unaudited interim condensed consolidated statement of financial position as at June 30, 2017, the unaudited interim condensed consolidated statement of changes in equity for the three months ended June 30, 2017, and the unaudited interim condensed consolidated statement of cash flows for three months ended June 30, 2017 were converted into U.S. dollars at the exchange rate of 64.62 INR per USD. This arithmetic conversion should not be construed as

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representation that the amounts expressed in INR may be converted into USD at that or any other exchange rate as well as that such numbers are in compliance as per the requirements of the International Financial Reporting Standards (“IFRS”).

Reclassifications

Certain reclassifications have been made in the unaudited interim condensed consolidated statements of profit or loss and other comprehensive loss, unaudited interim condensed consolidated statement of financial position and unaudited interim condensed consolidated statement of cash flows of prior periods to conform to the classifications used in the current period. The impact of such reclassifications on unaudited interim condensed consolidated statements of profit or loss and other comprehensive loss, unaudited interim condensed consolidated statement of financial position and unaudited interim condensed consolidated statement of cash flows is not material.

Material Recent Developments since June 30, 2017

On July 20, 2017, Yatra Online, Inc. (the “Registrant”), through its subsidiary, Yatra Online Private Limited (“Yatra Limited”) agreed to acquire all of the outstanding shares of Air Travel Bureau Limited (“ATB”) pursuant to a Share Purchase Agreement (the “Transaction”), by and among Yatra Limited, ATB and the sellers party thereto (the “Share Purchase Agreement”).

Pursuant to the terms of the Share Purchase Agreement, the Registrant has agreed to acquire a majority of the outstanding shares of ATB (the “First Closing”) in exchange for an upfront payment of approximately $8.0 million (the “Upfront Payment”) and the balance of the outstanding shares of ATB (the “Second Closing”) will be acquired in exchange for the final payment to be made in Q2 of the 2018 calendar year (the “Final Payment”). Based on the terms of the Share Purchase Agreement and management estimates, the Registrant expects the Upfront Payment and the Final Payment not to exceed a total purchase price of $22.5 to $27.5 million and shall be financed through a combination of debt and cash. The First Closing completed on 4th August 2017 and the Second Closing is expected to occur in Q2 of the 2018 calendar year, subject to other customary closing conditions.

ATB is India’s largest independent corporate travel services provider with Gross Bookings of approximately INR 15 Billion generated through a diverse client base of over 400 large and medium sized businesses across India. We believe that as a combined entity, we are now the largest corporate travel services platform in India by Gross Bookings. This acquisition will allow us to deliver best-in-class experiences to an even wider set of travelers, through our web and mobile app platforms and enhance our reach to cross-sell our entire product suite, including hotels, to this customer base.

Results of Three Months Ended June 30, 2017 Compared to Three Months Ended June 30, 2016

Revenue (including other income) .   We generated revenue of INR 3,029.3 million in the three months ended June 30, 2017, an increase of 15.3% over our revenue of INR 2,626.3 million for the three months ended June 30, 2016.

Service Cost.   Our service cost marginally decreased to INR 1,394.9 million in the three months ended June 30, 2017 from INR 1,404.7 million in the three months ended June 30, 2016 due to higher margins as negotiated from the suppliers.

Revenue Less Service Cost (including other income).   Our Revenue Less Service Cost increased by 33.8% to INR 1,634.4 million in the three months ended June 30, 2017 from INR 1,221.6 million in the three months ended June 30, 2016. This growth resulted mainly from an increase of 25.6% in our Air Ticketing revenue along with an increase of 38.8% in our Hotels and Packages Revenue Less Service Cost ¹ .

Air Ticketing.   Revenue from our Air Ticketing business increased by 25.6% to INR 1,063.3 million in the three months ended June 30, 2017 from INR 846.3 million in the three months ended June 30, 2016. This growth was driven by an increase in gross bookings by 25.8% to INR 17.4 billion in the three months ended June 30, 2017 from INR 13.8 billion in the three months ended June 30, 2016. The expansion of travel market

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in India is the major growth driver of our Air Ticketing transactions and Gross Bookings in three months ended June 30, 2017. Our Net Revenue Margin in the current quarter remained flat as that of last year’s corresponding quarter.

Hotels and Packages.   Revenue from our Hotels and Packages business increased by 6.6% to INR 1,833.3 million in the three months ended June 30, 2017 from INR 1,720.5 million in the three months ended June 30, 2016. Our Revenue Less Service Cost for this segment increased by 38.8% to INR 438.5 million in the three months ended June 30, 2017 from INR 315.8 million in the three months ended June 30, 2016. This growth was due to an increase in our Gross Bookings by 16.4% to INR 3.4 billion along with an increase in Net Revenue Margin to 13.0% during the three months ended June 30, 2017 as compared to 10.9% during the three months ended June 30, 2016. The increase in Net Revenue Margin is due to change in business mix skewed more towards standalone hotels and higher margins as negotiated from the suppliers.

Other Revenue.   Our other revenue grew by 124.5% to INR 130.4 million in the three months ended June 30, 2017 from INR 58.1 million in the three months ended June 30, 2016. This increase was primarily on account of improvement in attach rates for Insurance booked along with air tickets thereby earning higher insurance facilitation fees.

Other Income.   Our other income increased to INR 2.2 million in the three months ended June 30, 2017 from INR 1.4 million in the three months ended June 30, 2016.

Personnel Expenses.   Our personnel expenses increased by 95.6% to INR 724.9 million in the three months ended June 30, 2017 from INR 370.6 million in the three months ended June 30, 2016. This increase was primarily on account of increase in employee share-based payment expense to INR 271.5 million in the three months ended June 30, 2017 from INR 3.6 million in the three months ended June 30, 2016. Excluding the employee share-based payment expense, our personnel expense growth would have been 23.5% for the three months ended June 30, 2017. This increase was on account of annual salary increments and increase in employee headcount primarily in technology and product development functions.

Marketing and Sales Promotion Expenses.   Marketing and sales promotion expenses increased by 248.7% to INR 1,153 million in the three months ended June 30, 2017 from INR 330.6 million in the three months ended June 30, 2016 primarily on account of increases due to marketing campaigns with our new Brand ambassador on TV and print media, consumer promotions and loyalty incentive programs.

Other Operating Expenses.   Other operating expenses increased by 24.9% to INR 638.4 million in the three months ended June 30, 2017 from INR 511 million in the three months ended June 30, 2016 primarily on account of increase in commission and payment gateway expense due to increase in business volume and increase in legal and professional expenses.

Depreciation and Amortization.   Our depreciation and amortization expenses increased by 35.8% to INR 88.7 million in the three months ended June 30, 2017 from INR 65.3 million in the three months ended June 30, 2016 primarily as a result of an increase in amortization expense.

Results from Operations .   As a result of the foregoing factors, our result from operating activities was a loss of INR 970.6 million in the three months ended June 30, 2017. Our loss for the three months ended June 30, 2016 was INR 55.9 million. Excluding the employee share-based compensation costs, the operating loss would have been INR 699 million for three months ended June 30, 2017 as compared to INR 52.3 million for three months ended June 30, 2016 ¹ .

Share of Loss of Joint Venture.   This loss pertains to a joint venture investment that operates in adventure travel activities. Our loss from this joint venture decreased to INR 1.6 million in the three months ended June 30, 2017 from INR 2.6 million in the three months ended June 30, 2016.

Finance Income.   Our finance income increased to INR 50.6 million in the three months ended June 30, 2017 from INR 25.4 million in the three months ended June 30, 2016. The increase is primarily due to the increase in the interest income from our bank deposits.

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Finance Costs.   Our finance costs decreased to INR 11.7 million in the three months ended June 30, 2017 as compared to INR 34.2 million in the three months ended June 30, 2016. The decrease was on mainly account of decrease in borrowings.

Change in fair value of warrants .   The increase in cost was on account of change in the fair market value of warrants by INR 2,180.1 million.

Income Tax Expense.   Our income tax expense during the three months ended June 30, 2017 was INR 12.6 million compared to an expense of INR 13.9 million during the three months ended June 30, 2016. This was primarily on account of lower taxable income in some of our subsidiaries.

Loss for the Period .   As a result of the foregoing factors, our loss in the three months ended June 30, 2017 was INR 3,125.9 million as compared to a loss of INR 81 million in the three months ended June 30, 2016. Excluding the employee share based compensation costs and net change in fair value of warrants, the loss would have been at INR 674.3 million for three months ended June 30, 2017 and INR 77.5 million for three months ended June 30, 2016 ¹ .

Basic and Diluted Loss per Share.   Basic and diluted loss per share was INR 91.86 in the three months ended June 30, 2017 as compared to basic and diluted loss per share of INR 3.71 in the three months ended June 30, 2016. After adjusting for employee share based compensation costs and net change in fair value of warrants, basic and diluted loss per share would have been INR 19.57 in the three months ended June 30, 2017 as compared to INR 3.55 in the three months ended June 30, 2016 ¹ .

Liquidity.   As of June 30, 2017, the balance of cash and cash equivalents and term deposits on our balance sheet was INR 4,281.1 million as compared to INR 1,344 million as on June 30, 2016.

Certain Non-IFRS Measures

As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on Revenue Less Service Cost, which is a non-IFRS measure. We believe that Revenue Less Service Cost provides investors with useful supplemental information about the financial performance of our business and more accurately reflects the value addition of the travel services that we provide to our customers. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our unaudited interim condensed consolidated financial results prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”). Our Revenue Less Service Cost may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.

In addition to referring to Revenue Less Service Cost, we also refer to Adjusted EBITDA (Loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Diluted Loss Per Share which are also non-IFRS measures. We use financial statements that exclude employee share-based compensation cost, depreciation and amortization and change in fair value of warrants for our internal management reporting, budgeting and decision making purposes, including comparing our operating results to that of our competitors.

Our non-GAAP financial measures reflect adjustments based on the following:

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Inc. The accounting guidance requires that we record any change in the fair value of these warrants in consolidated statement of profit or loss and other comprehensive loss. We have excluded the effect of the implied fair value changes in calculating our non-GAAP financial measures.

We evaluate the performance of our business after excluding the impact of above measures and believe it is useful to understand the effects of these items on our results from operations, loss for the period and basic and diluted loss per share. The presentation of these non-IFRS measures is not meant to be considered in isolation or as a substitute for our unaudited interim condensed consolidated financial results prepared in accordance with IFRS as issued by the IASB. These non-IFRS measures may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.

A limitation of using Adjusted EBITDA (Loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Diluted Loss Per Share as against using the measures in accordance with IFRS as issued by the IASB are that these non-GAAP financial measures exclude share-based compensation cost and change in fair value of warrants. Management compensates for this limitation by providing specific information on the IFRS amounts excluded from Adjusted Results from Operations, Loss for the Period and Adjusted Basic and Diluted Loss Per Share.

The following table reconciles our results from operations (an IFRS measure) to Adjusted EBITDA (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted EBITDA (Loss) (unaudited)		Three months ended June 30,
		2017				2016
Amount in INR thousands
Results from operations (as per IFRS)*			(970,580	)			(55,889	)
Depreciation and amortization			88,684				65,300
EBITDA			(881,896	)			9,411
Employee share-based compensation costs			271,545				3,597
Adjusted EBITDA (Loss)			(610,351	)			13,008

* Does not include “share of loss of joint ventures”.

The following table reconciles our results from operations (an IFRS measure) to Adjusted Results from Operations (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted Results from Operations (unaudited)		Three months ended June 30,
		2017				2016
Amount in INR thousands
Results from operations (as per IFRS)			(970,580	)			(55,889	)
Employee share-based compensation costs			271,545				3,597
Adjusted Results from Operations			(699,035	)			(52,292	)

The following table reconciles Loss for the periods (an IFRS measure) to Adjusted Loss (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted Loss (unaudited)		Three months ended June 30,
		2017				2016
Amount in INR thousands
Loss for the period (as per IFRS)			(3,125,933	)			(80,965	)
Employee share-based compensation costs			271,545				3,597
Net change in fair value of warrants			2,180,085				(154	)
Adjusted Loss for the Period			(674,303	)			(77,522	)

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The following table reconciles Basic and Diluted loss per share (an IFRS measure) to Adjusted Basic and Diluted loss per share (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted Basic and Diluted Loss (Per Share) (unaudited)		Three months ended June 30,
		2017				2016
Basic and diluted loss per share (as per IFRS)			(91.86	)			(3.71	)
Employee share-based compensation costs			7.88				0.17
Net change in fair value of warrants			64.41				(0.01	)
Adjusted Basic and Diluted Loss Per Share			(19.57	)			(3.55	)

The following table reconciles our Revenue (an IFRS measure), to Revenue Less Service Cost (a non-IFRS measure):

		Air ticketing								Hotels and Packages								Others (including Other Income)								Total
		Three months ended June 30,
Amount in INR thousands except %		2017				2016				2017				2016				2017				2016				2017				2016
		Unaudited
Revenue			1,063,288				846,292				1,833,337				1,720,545				132,671				59,505				3,029,296				2,626,342
Service cost			—				—				(1,394,875	)			(1,404,710	)			—				—				(1,394,875	)			(1,404,710	)
Revenue Less Service Cost			1,063,288				846,292				438,462				315,835				132,671				59,505				1,634,421				1,221,632

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Yatra Online, Inc
  
UNAUDITED INTERIM CONDENSED CONSOLIDATED
STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS
FOR THREE MONTHS ENDED JUNE 30, 2017
(Amounts in thousands, except per share data and number of shares)

		Three months ended June 30,
		2017								2016
		Unaudited
		INR				USD				INR
Revenue
Rendering of services			2,917,520				45,149				2,577,492
Other revenue			109,551				1,695				47,448
Total revenue			3,027,071				46,844				2,624,940
Other income			2,225				34				1,402
Service cost			1,394,875				21,586				1,404,710
Personnel expenses			724,938				11,218				370,641
Marketing and sales promotion expenses			1,152,952				17,842				330,607
Other operating expenses			638,427				9,880				510,973
Depreciation and amortization			88,684				1,372				65,300
Results from operations			(970,580	)			(15,020	)			(55,889	)
Share of loss of joint venture			(1,554	)			(24	)			(2,569	)
Finance income			50,574				783				25,372
Finance costs			(11,726	)			(181	)			(34,163	)
Change in fair value of warrants – (loss)/gain			(2,180,085	)			(33,737	)			154
Loss before income taxes			(3,113,371	)			(48,179	)			(67,095	)
Income tax expense			(12,562	)			(194	)			(13,870	)
Loss for the period			(3,125,933	)			(48,373	)			(80,965	)
Other comprehensive loss
Items not to be reclassified to profit or loss in subsequent periods (net of taxes)
Remeasurement loss on defined benefit plan			(10,121	)			(157	)			(5,930	)
Items that are or may be reclassified subsequently to profit or loss (net of taxes)
Foreign currency translation differences			(8,642	)			(134	)			(19,964	)
Other comprehensive loss for the period, net of tax			(18,763	)			(291	)			(25,894	)
Total comprehensive loss for the period, net of tax			(3,144,696	)			(48,664	)			(106,859	)
Loss attributable to:
Owners of the Parent Company			(3,109,200	)			(48,114	)			(79,049	)
Non-Controlling interest			(16,733	)			(259	)			(1,916	)
Loss for the period			(3,125,933	)			(48,373	)			(80,965	)
Total comprehensive loss attributable to:
Owners of the Parent Company			(3,127,827	)			(48,403	)			(104,812	)
Non-Controlling interest			(16,869	)			(261	)			(2,047	)
Total comprehensive loss for the period			(3,144,696	)			(48,664	)			(106,859	)
Loss per share
Basic			(91.86	)			(1.42	)			(3.71	)
Diluted			(91.86	)			(1.42	)			(3.71	)

Weighted average number of ordinary shares outstanding was used in computing basic/diluted earnings per share (EPS).

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Yatra Online, Inc.
 
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT JUNE 30, 2017
(Amounts in thousands, except per share data and number of shares)

		June 30, 2017								March 31,2017
		Unaudited								Audited
		INR				USD				INR
Assets
Non-current assets
Property, plant and equipment			178,274				2,759				141,646
Intangible assets and goodwill			1,655,025				25,612				1,609,103
Prepayments and other assets			4,554				70				4,935
Other financial assets			87,129				1,348				82,177
Other non financial assets			83,058				1,285				82,404
Deferred tax asset			37,142				575				35,874
Total non current assets			2,045,182				31,649				1,956,139
Current assets
Inventories			8,455				132				14,222
Trade and other receivables			2,222,000				34,386				1,970,375
Prepayments and other assets			780,996				12,086				744,490
Income tax recoverable			326,133				5,047				292,763
Other current financial assets			2,785,105				43,100				3,063,815
Cash and cash equivalents			1,542,902				23,877				1,532,629
Total current assets			7,665,591				118,628				7,618,294
Total assets			9,710,773				150,277				9,574,433
Equity and liabilities
Equity
Share capital			655				10				633
Share premium			14,660,710				226,876				14,438,936
Treasury Shares			(48,299	)			(747	)			(54,371	)
Other capital reserve			669,206				10,356				733,448
Accumulated deficit			(15,121,855	)			(234,012	)			(12,003,430	)
Foreign currency translation reserve			13,337				206				22,271
Total equity attributable to equity holders of the company			173,754				2,689				3,137,487
Total Non controlling Interest			35,213				545				52,082
Total Equity			208,967				3,234				3,189,569
Non current liabilities
Borrowings			32,022				496				30,902
Employee benefits			63,477				982				55,207
Deferred revenue			422,229				6,534				458,703
Other financial liabilities			5,930				92				4,979
Other non financial liability			3,340				52				3,598
Total Non current liabilities			526,998				8,156				553,389
Current liabilities
Borrowings			247,175				3,825				13,974
Trade and other payables			3,667,749				56,759				3,148,544
Employee benefits			59,370				919				49,147
Deferred revenue			529,983				8,202				539,562
Other taxes payable			15,338				237				14,563
Income taxes payable			4,054				63				—
Other financial liabilities			3,608,133				55,836				1,450,623
Other current liabilities			843,006				13,046				615,062
Total current liabilities			8,974,808				138,887				5,831,475
Total liabilities			9,501,806				147,043				6,384,864
Total equity and liabilities			9,710,773				150,277				9,574,433

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Yatra Online, Inc.
 
UNAUDITED INTERIM CONDENSED CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY FOR THREE MONTHS ENDED JUNE 30, 2017
(Amounts in INR thousands, except per share data and number of shares)

  

		Attributable to shareholders of the Parent Company
		Equity share capital				Equity share premium				Treasury shares				Accumulated deficit				Other capital reserve				Foreign currency translation reserve				Total				Non Controlling Interest				Total Equity
Balance as at April 1, 2017			633				14,438,936				(54,371	)			(12,003,430	)			733,448				22,271				3,137,487				52,082				3,189,569
Loss for the period			—				—				—				(3,109,200	)			—				—				(3,109,200	)			(16,733	)			(3,125,933	)
Other comprehensive loss
Foreign currency translation differences			—				—				—				—				—				(8,642	)			(8,642	)			—				(8,642	)
Remeasurement loss on defined benefit plan			—				—				—				(9,985	)			—				—				(9,985	)			(136	)			(10,121	)
Total other comprehensive loss			—				—				—				(9,985	)			—				(8,642	)			(18,627	)			(136	)			(18,763	)
Total comprehensive loss			—				—				—				(3,119,185	)			—				(8,642	)			(3,127,827	)			(16,869	)			(3,144,696	)
Share based payments			—				—				—				760				270,784				—				271,544				—				271,544
Transaction with equity shareholders*			—				(112,407	)			—				—				—				—				(112,406	)			—				(112,406	)
Exercise of options			22				334,181				6,072				—				(335,026	)			(292	)			4,956				—				4,956
Total contribution by owners			22				221,774				6,072				760				(64,242	)			(292	)			164,094				—				164,094
Balance as at June 30, 2017			655				14,660,710				(48,299	)			(15,121,855	)			669,206				13,337				173,754				35,213				208,967

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Yatra Online, Inc.
 
UNAUDITED INTERIM CONDENSED CONSOLIDATED
STATEMENT OF CHANGES IN EQUITY FOR THREE MONTHS ENDED JUNE 30, 2016
(Amounts in INR thousands, except per share data and number of shares)

  

		Attributable to shareholders of the Parent Company
		Equity share capital				Equity share premium				Preference share capital				Preference share premium				Accumulated deficit				Other capital reserve				Foreign currency translation reserve				Total				Non Controlling Interest				Total Equity
Balance as at April 1, 2016			27				121,203				196				6,179,568				(6,023,690	)			174,820				(22,652	)			429,472				11,586				441,058
Loss for the period			—				—				—				—				(79,049	)			—				—				(79,049	)			(1,916	)			(80,965	)
Other comprehensive loss
Foreign currency translation differences			—				—				—				—				—				—				(19,964	)			(19,964	)			—				(19,964	)
Remeasurement loss on defined benefit plan			—				—				—				—				(5,799	)			—				—				(5,799	)			(131	)			(5,930	)
Total other comprehensive loss			—				—				—				—				(5,799	)			—				(19,964	)			(25,763	)			(131	)			(25,894	)
Total comprehensive loss			—				—				—				—				(84,848	)			—				(19,964	)			(104,812	)			(2,047	)			(106,859	)
Share based payments			—				—				—				—				—				3,597				—				3,597				—				3,597
Balance as at June 30, 2016			27				121,203				196				6,179,568				(6,108,538	)			178,417				(42,616	)			328,257				9,539				337,796

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Yatra Online, Inc.
 
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2017
(Amounts in thousands, except per share data and number of shares)

		Three months ended June 30,
		2017								2016
		Unaudited
		INR				USD				INR
Cash flows from operating activities:
Loss before tax			(3,113,371	)			(48,179	)			(67,095	)
Adjustments to reconcile loss before tax to net cash flows:
Depreciation and amortization			88,684				1,372				65,300
Contingent dividend			(93	)			(1	)			—
Finance income			(50,410	)			(780	)			(25,091	)
Finance costs			2,465				38				22,423
Unrealized foreign exchange loss/(gain)			1,896				29				(401	)
Loss/(profit) on disposal of property, plant and equipment			(58	)			(1	)			—
Change in fair value of warrants – loss/(gain)			2,180,085				33,737				(154	)
Excess provision written back			(1,564	)			(24	)			(5,086	)
Advances written off			(107	)			(2	)			—
Trade and other receivables provision/written-off			19,534				302				17,672
Share of loss of a joint venture			1,554				24				2,569
Share-based payment expense			271,545				4,202				3,597
Working capital changes:
Increase in trade and other receivables			(297,424	)			(4,603	)			(139,613	)
Decrease/(increase) in inventories			5,883				90				(4,582	)
Increase in trade and other payables			551,510				8,535				208,867
Direct taxes paid (net of refunds)			(42,405	)			(656	)			(30,340	)
Net cash (used in)/from operating activities			(382,277	)			(5,917	)			48,066
Cash flows from investing activities:
Purchase of property, plant and equipment			(47,184	)			(730	)			(14,947	)
Proceeds from sale of property, plant and equipment			101				2				—
Purchase/development of intangible assets			(99,861	)			(1,545	)			(83,815	)
Investment in term deposits			(586,320	)			(9,073	)			(8,940	)
Proceeds from term deposits			903,286				13,978				—
Interest received			1,532				24				23,704
Net cash from/(used in) investing activities			171,554				2,656				(83,998	)
Cash flows from financing activities:
Proceeds from issue of equity shares			2,416				37				—
Transaction with equity shareholders			(1,117	)			(17	)			—
Repayment of borrowings			—				—				(24,421	)
Repayment of vehicle loan			(3,900	)			(60	)			(3,526	)
Interest paid on term loan			—				—				(6,871	)
Interest paid on vehicle loan			(939	)			(15	)			(853	)
Interest paid on bank overdraft			(1,526	)			(24	)			(2,117	)
Net cash used in financing activities			(5,066	)			(79	)			(37,788	)
Net decrease in cash and cash equivalents			(215,789	)			(3,340	)			(73,720	)
Effect of exchange differences on cash and cash equivalents			(6,620	)			(102	)			(19,786	)
Cash and cash equivalents at the beginning of the year			1,532,629				23,718				389,664
Closing cash and cash equivalents at the end of the year			1,310,220				20,276				296,158
Components of cash and cash equivalents:
Cash on hand			8,637				134				2,892
Balances with banks
On current account			1,384,326				21,423				201,844
Credit card collection in hand			149,939				2,320				107,267
Total cash and cash equivalents			1,542,902				23,877				312,003
Less: Bank overdrafts			(232,682	)			(3,601	)			(15,845	)
Total cash and cash equivalents			1,310,220				20,276				296,158

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Operating Data

The following table sets forth certain selected unaudited interim condensed consolidated financial and other data for the periods indicated:

		Three months ended June 30,
(in thousands except %)		2017				2016
Quantitative details*
Air Passengers Booked			1,873				1,633
Stand-alone Hotel Room Nights Booked			469				275
Packages Passengers Travelled			54				48
Amount in INR thousands except %
Gross Bookings
Air Ticketing			17,355,888				13,801,614
Hotels and Packages			3,371,087				2,896,461
Revenue Less Service Cost
Air Ticketing			1,063,288				846,292
Hotels and Packages			438,462				315,835
Others			132,671				59,504
Total			1,634,421				1,221,632
Net Revenue Margin (%)**
Air Ticketing			6.1	%			6.1	%
Hotels and Packages			13.0	%			10.9	%

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Summary Terms of the Offering

The summary below describes the principal terms of this offering. The “Description of Share Capital” section of this prospectus contains a more detailed description of our ordinary shares.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA OF YATRA ONLINE, INC.

Our financial data set forth below should be read in conjunction with, and are qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with IFRS as issued by the IASB. Our historical results do not necessarily indicate results expected for any future period.

The selected consolidated statement of profit or loss and other comprehensive loss data for fiscal years 2017, 2016 and 2015 and the selected consolidated statement of financial position data as of March 31, 2017 and 2016 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated balance sheets data as of March 31, 2015 have been derived from our audited consolidated financial statements that were part of the final prospectus included in our Registration Statement on Form F-4 filed with the SEC on November 21, 2016 but not included in this prospectus. Results for interim periods are not necessarily indicative of the results that may be expected for the entire year.

Yatra Online, Inc. has adopted IFRS as issued by the IASB with a transition date of April 1, 2014 and has prepared consolidated financial statements with effect from that date.

		Fiscal Year Ended March 31,
Consolidated statement of profit or loss and other comprehensive loss (amounts in thousands, except per share data and number of shares)		2017 INR				2017 USD				2016 INR				2015 INR
Revenue:
Air ticketing			3,656,976				56,501				2,876,688				2,331,028
Hotels and packages			5,314,749				82,115				5,217,934				4,007,138
Other services			49,888				771				28,886				14,525
Other revenue			323,535				4,999				214,524				175,003
Total revenue			9,345,148				144,386				8,338,032				6,527,694
Other income			48,357				747				40,879				53,293
Service cost			4,190,896				64,751				4,171,366				3,140,865
Personnel expenses			2,104,723				32,519				1,515,581				1,155,332
Marketing and sales promotion expenses			2,457,242				37,965				1,687,542				1,471,126
Other operating expenses			2,228,472				34,431				1,975,636				1,590,188
Depreciation and amortization			275,587				4,258				233,703				208,939
Results from operations			(1,863,415	)			(28,791	)			(1,204,917	)			(985,463	)
Share of loss of joint venture			(9,441	)			(146	)			(11,802	)			(11,005	)
Finance income			369,269				5,705				95,072				93,559
Finance costs			(149,863	)			(2,315	)			(115,140	)			(87,578	)
Loss before exceptional items and income taxes			(1,653,450	)			(25,547	)			(1,236,787	)			(990,487	)
Exceptional items			(4,242,526	)			(65,548	)			—				—
Loss before income taxes			(5,895,976	)			(91,095	)			(1,236,787	)			(990,487	)
Income tax (expense)/credits			(40,987	)			(633	)			(6,515	)			42,720
Loss for the period			(5,936,963	)			(91,728	)			(1,243,302	)			(947,767	)
Loss attributable to:
Owners of the Parent Company			(5,901,483	)			(91,180	)			(1,218,824	)			(936,504	)
Non-controlling interest			(35,480	)			(548	)			(24,478	)			(11,263	)
Loss for the year			(5,936,963	)			(91,728	)			(1,243,302	)			(947,767)

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		Fiscal Year Ended March 31,
Consolidated statement of profit or loss and other comprehensive loss (amounts in thousands, except per share data and number of shares)		2017 INR				2017 USD				2016 INR				2015 INR
Loss per share (in INR)
Basic			(237.89	)			(3.68	)			(58.10	)*			(47.98	)*
Diluted			(237.89	)			(3.68	)			(58.10	)*			(47.98	)*
Weighted average number of ordinary shares outstanding used in computing basic/diluted earnings per share			24,807,122	**			24,807,122	**			20,976,502	**			19,518,909	**

Loss attributable to shareholders is allocated equally for each class of share.

At March 31, 2017 555,941 ordinary shares (March 31, 2016: 342,917 and March 31, 2015: 277,606), issuable against employee share options, 742,402 ordinary shares (March 31, 2016: 716,721 and March 31, 2015: 367,419) issuable against conversion right with subsidiary’s ordinary shares and 791 ordinary shares (March 31, 2016: 286 and March 31, 2015: 233), issuable against equity instruments, issuable against restricted employee share options, were excluded from the diluted weighted average number of ordinary shares calculation as their effect would have been anti-dilutive.

For calculation of diluted earnings per share, since the exercise price of certain warrants is greater than fair market value, they are assumed to be out of money and considered not to be exercisable as of the balance sheet date. These potential ordinary shares are not considered for calculation of dilutive impact of earning per share.

The following table sets forth a summary of our consolidated statement of financial position as of March 31, 2017, 2016 and 2015:

Consolidated statement of financial position data (amounts in thousands)		March 31,
		2017 INR				2017 USD				2016 INR				2015 INR
Trade and other receivables			1,970,375				30,443				1,362,838				1,364,840
Term deposits			3,027,861				46,781				1,024,890				777,405
Cash and cash equivalents			1,532,629				23,680				389,664				234,474
Total assets			9,574,433				147,928				5,354,026				4,680,673
Total equity attributable to equity holders of the Company			3,137,487				48,475				429,472				728,206
Borrowings			44,876				693				469,433				235,985
Trade and other payables			3,148,544				48,646				2,267,824				2,106,123
Total liabilities			6,384,864				98,648				4,912,968				3,945,715
Total equity and liabilities			9,574,433				147,928				5,354,026				4,680,673

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Certain Non-IFRS Measures

As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on Revenue Less Service Cost, which is a non-IFRS measure. We believe that Revenue Less Service Cost provides investors with useful supplemental information about the financial performance of our business and more accurately reflects the value addition of the travel services that we provide to our customers. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. Our Revenue Less Service Cost may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.

The following table reconciles our revenue, which is an IFRS measure, to Revenue Less Service Cost, which is a non-IFRS measure:

		Air Ticketing
		Fiscal Year Ended March 31,
Amount in INR thousands except %		2017				2016				2015
Revenue			3,656,976				2,876,688				2,331,028
Service cost			—				—				—
Revenue Less Service Cost			3,656,976				2,876,688				2,331,028
% of revenue			100.0	%			100.0	%			100.0	%

		Hotels and Packages
		Fiscal Year Ended March 31,
Amount in INR thousands except %		2017				2016				2015
Revenue			5,314,749				5,217,934				4,007,138
Service cost			(4,190,896	)			(4,171,366	)			(3,140,865	)
Revenue Less Service Cost			1,123,853				1,046,568				866,273
% of revenue			21.1	%			20.1	%			21.6	%

		Others (Including Other Income)
		Fiscal Year Ended March 31,
Amount in INR thousands except %		2017				2016				2015
Revenue			421,780				284,289				242,821
Service cost			—				—				—
Revenue Less Service Cost			421,780				284,289				242,821
% of revenue			100.0	%			100.0	%			100.0	%

		Total
		Fiscal Year Ended March 31,
Amount in INR thousands except %		2017				2016				2015
Revenue			9,393,505				8,378,911				6,580,987
Service cost			(4,190,896	)			(4,171,366	)			(3,140,865	)
Revenue Less Service Cost			5,202,609				4,207,545				3,440,122
% of revenue			55.4	%			50.2	%			52.3	%

In addition to referring to Revenue Less Service Cost, we also refer to Adjusted EBITDA (Loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Diluted Loss Per Share which are also non-IFRS measures. We use financial statements that exclude employee share-based compensation cost, depreciation and amortization, exceptional items and change in fair value of warrants for our internal management reporting, budgeting and decision making purposes, including comparing our operating results to that of our competitors.

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Our non-GAAP financial measures reflect adjustments based on the following:

We evaluate the performance of our business after excluding the impact of above measures and thus believe it is useful to understand the effects of these items on our results from operations, loss for the period and basic and diluted loss per share. The presentation of these non-IFRS measures is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. These non-IFRS measures may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.

A limitation of using Adjusted EBITDA (Loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Diluted Loss Per Share as against using the measures in accordance with IFRS as issued by the IASB are that these non-GAAP financial measures exclude share-based compensation cost, non-recurring exceptional items and change in fair value of warrants. Management compensates for this limitation by providing specific information on the IFRS amounts excluded from Adjusted Results from Operations and Adjusted Loss for the Period.

The following table reconciles our results from operating activities (an IFRS measure) to Adjusted EBITDA (loss) (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted EBITDA (Loss) (Amount in thousands)		Fiscal Year ended March 31,
		2017				2016				2015
Results from operations as per IFRS* (before exceptional items)			(1,863,415	)			(1,204,917	)			(985,463	)
Depreciation and amortization			275,587				233,703				208,939
EBITDA			(1,587,828	)			(971,214	)			(776,524	)
Employee share-based compensation costs			586,932				19,370				31,741
Adjusted EBITDA (Loss)			(1,000,896	)			(951,844	)			(744,783	)

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The following table reconciles our results from operations (an IFRS measure) to Adjusted Results from Operations (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted Results from Operations (Amount in thousands)		Fiscal Year ended March 31,
		2017				2016				2015
Results from operations (as per IFRS)			(1,863,415	)			(1,204,917	)			(985,463	)
Employee share-based compensation costs			586,932				19,370				31,741
Adjusted Results from Operations			(1,276,483	)			(1,185,547	)			(953,722	)

The following table reconciles loss for the period (an IFRS measure) to Adjusted Loss for the Period (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted Loss (Amount in thousands)		Fiscal Year ended March 31,
		2017				2016				2015
Loss for the period (as per IFRS)			(5,936,963	)			(1,243,302	)			(947,767	)
Employee share-based compensation costs			586,932				19,370				31,741
Exceptional items			4,242,526				—				—
Net change in fair value of warrants			(230,111	)			3,167				(85	)
Adjusted Loss for the Period			(1,337,616	)			(1,220,765	)			(916,111	)

The following table reconciles basic and diluted loss per share (an IFRS measure) to Adjusted Basic and Diluted Loss Per Share (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted Basic and Diluted Loss (Per Share)		Fiscal Year ended March 31,
		2017				2016				2015
Basic and diluted loss per share (as per IFRS)			(237.89	)			(58.10	)			(47.98	)
Employee share-based compensation costs			23.52				0.91				1.61
Exceptional items			170.00				—				—
Net change in fair value of warrants			(9.22	)			0.15				(0.01	)
Adjusted Basic and Diluted Loss Per Share			(53.59	)			(57.04	)			(46.38	)

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Other Data:

The following table sets forth for the periods indicated certain selected consolidated financial and other data:

		Fiscal Year Ended March 31,
		2017				2016				2015
		Unaudited
Figures in thousands
Quantitative details*
Air passengers			6,869				5,698				4,207
Standalone Hotel room nights			1,383				1,139				944
Holiday packages passengers travelled			143				130				100
Amount in INR thousands except %
Gross Bookings**
Air Ticketing			57,562,263				49,268,781				40,438,326
Hotels and Packages			10,435,643				9,614,004				7,368,475
Other			1,054,078				614,406				464,745
Total			69,051,984				59,497,191				48,271,546
Revenue (including other income) Less Service Cost***
Air Ticketing			3,656,976				2,876,688				2,331,028
Hotels and Packages			1,123,853				1,046,568				866,273
Others (including other income)			421,780				284,289				242,821
Total			5,202,609				4,207,545				3,440,122
Net Revenue Margin %****
Air Ticketing			6.4	%			5.8	%			5.8	%
Hotels and Packages			10.8	%			10.9	%			11.8	%

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RISK FACTORS

An investment in our ordinary shares carries a significant degree of risk. You should carefully consider the following risks and other information in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before you decide to purchase our ordinary shares. Additional risks and uncertainties of which we are not presently aware or that we currently deem immaterial could also affect our business operations and financial condition. If any of these risks actually occur, our business, financial condition, results of operations or prospects could be materially affected. As a result, the trading price of our ordinary shares could decline and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We have a history of operating losses.

We have a history of losses and may continue to incur operating and net losses for the foreseeable future. Yatra’s loss for fiscal year 2017 was INR 5,937 million as compared to a loss of INR 1,243 million in fiscal year 2016, and we have experienced losses for all prior periods. If our revenues grow slower than anticipated, or if our operating expenses exceed expectations, then we may not be able to achieve profitability in the near future or at all, which may depress the price of our ordinary shares.

The Indian travel industry is highly competitive and we may not be able to effectively compete in the future.

The Indian travel industry is highly competitive. Our success depends upon our ability to compete effectively against numerous established and emerging competitors, including other online travel agencies, or OTAs, traditional offline travel companies, travel research companies, payment wallets, search engines and meta-search companies, both in India and abroad, such as Cleartrip Pvt. Ltd., Expedia Southeast Asia Pte. Ltd., One97 Communications Limited, Le Travenues Technology Pvt. Ltd. India, MakeMyTrip (India) Pvt. Ltd., Ibibo Group Pvt. Ltd., Booking.com B.V., and Agoda Company Pte. Ltd. Our competitors may have significantly greater financial, marketing, personnel and other resources than we have. Factors affecting our competitive success include price, availability of travel products, ability to package travel products across multiple suppliers, brand recognition, customer service and customer care, fees charged to customers, ease of use, accessibility, reliability and innovation. If we are not able to compete effectively against our competitors, our business and results of operations may be adversely affected. In October 2016, MakeMyTrip and Ibibo Group Holdings (Singapore) Pte. Ltd. agreed to pursue a transaction that will combine the two businesses under MakeMyTrip. The transaction closed on January 31, 2017. To the extent this merger enhances MakeMyTrip’s ability to compete with us, particularly in India, which is our company’s, MakeMyTrip’s and Ibibo Group’s largest market, our market share, business and results of operations could be adversely affected.

Large, established Internet search engines with a global presence and meta-search companies who can aggregate travel search results compete against us for customers. Certain of our competitors have launched brand marketing campaigns to increase their visibility with customers. Some of our competitors have significantly greater financial, marketing, personnel and other resources than we do and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market (particularly in the Hotels and Packages business) as compared with us. Some meta-search sites, including TripAdvisor and Kayak, offer users the ability to make reservations directly on their websites, which may reduce the amount of traffic and transactions available to us through referrals from these sites. If additional meta-search sites begin to offer the ability to make reservations directly, that will further affect our ability to generate traffic to our sites. From time to time, we may be required to reduce service fees and Net Revenue Margins in order to compete effectively and maintain or gain market share.

We may also face increased competition from new entrants in our industry. The travel industry is extremely dynamic and new channels of distribution in the travel industry may negatively affect our market share. Additional sources of competition include large companies that offer online travel services as one part of their business model, such as One97 Communications Limited, as well as “daily deal” websites, such as Groupon, Inc.’s Getaways, or peer-to-peer inventory sources, such as Airbnb Inc., HomeAway.com, Inc. and Oravel Stays Pvt. Ltd., which provide home and apartment rentals as an alternative to hotel rooms. The

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growth of peer-to-peer inventory sources could affect the demand for our services in facilitating reservations at hotels. We cannot assure you that we will be able to successfully compete against existing or new competitors in our existing lines of business as well as new lines of business into which we may venture. If we are not able to compete effectively, our business and results of operations may be adversely affected.

In addition, many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications. Suppliers may offer advantages for customers to book directly, such as member-only fares, bonus miles or loyalty points, which could make their offerings more attractive to customers. Some low-cost airlines distribute their online supply exclusively through their own websites and other airlines have stopped providing inventory to certain online channels and attempt to drive customers to book directly on their websites by eliminating or limiting sales of certain airline tickets through third party distributors. Additionally, airline suppliers are increasingly promoting hotel supply on their websites in connection with airline tickets. If we are unable to compete effectively with travel supplier-related channels or other competitors, our business and results of operations may be adversely affected.

We also face increasing competition from search engines like Google, Bing and Yahoo!. Search engines have grown in popularity and may offer comprehensive travel planning or shopping capabilities, which may drive more traffic directly to the websites of our suppliers or competitors. Google has increased its focus on appealing to travel customers through its launches of Google Places, Google Flights and Google Hotel Price Ads. Google’s efforts around these products, as well as possible future developments, may change or undermine our ability to obtain prominent placement in paid or unpaid search results at a reasonable cost or at all.

There can be no assurance that we will be able to compete successfully against any current and future competitors or on emerging platforms, or provide differentiated products and services to our customer base. Increasing competition from current and emerging competitors, the introduction of new technologies and the continued expansion of existing technologies, such as meta-search and other search engine technologies, may force us to make changes to our business models, which could affect our financial condition and results of operations. Increased competition has resulted in and may continue to result in reduced margins, as well as loss of customers, transactions and brand recognition.

Declines or disruptions in the Indian economy in general and travel industry in particular could adversely affect our business and financial performance.

Substantially all of our operations are located in India and therefore our financial performance and growth are necessarily dependent on economic conditions prevalent in India. The Indian economy may be materially and adversely affected by political instability or regional conflicts, a general rise in interest rates, inflation, and adverse economic conditions occurring elsewhere in the world, such as a slowdown in economic growth in China, the repercussions from the June 2016 United Kingdom referendum to withdraw from the European Union and other matters. While the Indian economy has grown significantly in recent years, it has experienced economic slowdowns in the past. The Indian economy could be adversely impacted by inflationary pressures, any increase or volatility in oil prices, currency depreciation, the poor performance of its large agricultural and manufacturing sectors, trade deficits, recent initiatives by the Indian government towards demonetization of certain Indian currency and other factors. India also faces major challenges in sustaining its growth, which include the need for substantial infrastructure development and improving access to healthcare and education.

In the past, economic slowdowns in the Indian economy may have harmed the travel industry as customers had less disposable income for their travels, especially holiday travel. Any continued or future slowdown in the Indian economy could have a material adverse effect on the demand for the travel products we sell and, as a result, on our financial condition and results of operations. We do nearly all of our business with a wide variety of travel-related companies based in India, including airlines, large hotel chains and others. We are exposed to risks associated with these Indian businesses, including bankruptcies, restructurings, consolidations and alliances of its partners, the credit worthiness of these partners, and the possible obligation to make payments to our partners. For example, the Indian airline industry in recent years has experienced significant losses and has undergone bankruptcies, restructurings, consolidations and other similar events.

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Future bankruptcies and increasing consolidation could create challenges for our relationships with airlines, including by reducing the profitability of our airline ticketing business.

If the growth in the Indian travel industry or the Indian economy as a whole cannot be sustained or otherwise slows down significantly, our business and results of operations could be adversely affected.

The travel industry is particularly sensitive to safety concerns, and terrorist attacks, regional conflicts, health concerns, natural calamities or other catastrophic events could have a negative impact on the Indian travel industry and cause our business to suffer.

The travel industry is particularly sensitive to safety concerns, such as terrorist attacks, regional conflicts, health concerns, natural calamities or other catastrophic events. Our business has in the past declined and may in the future decline after incidents, such as those described below, that cause travelers to be concerned about their safety. Decreased travel expenditures could reduce the demand for our services, thereby causing a reduction in revenue.

India has experienced terror attacks in the past, including the coordinated attacks in 2008 in multiple locations in Mumbai, and may experience similar attacks in the future. In recent years, hotels, airlines, airports and cruises have been the targets of terrorist attacks, including in the Gulf of Aden, India, Spain, Egypt, Russia, Turkey, Sri Lanka, France, United Kingdom and Belgium. As many terrorist attacks tend to be focused on tourists or tourist destinations, such acts, even those outside of India or other neighboring countries, may result in a decline in the travel industry and adversely impact our business and prospects.

In addition, South Asia has, from time to time, experienced instances of civil unrest and hostilities among neighboring countries, including between India and Pakistan. There have also been incidents in and near India such as troop mobilizations along the border. Such military activity or other adverse social and political events in India in the future could adversely affect the Indian economy by disrupting communications and making travel more difficult. Resulting political tensions could create a greater perception that investments in Indian companies involve a high degree of risk and could have an adverse impact on our business and the price of our ordinary shares. Furthermore, if India were to become engaged in armed hostilities, we may not be able to continue our operations. The occurrence of any of these events may result in a loss of business confidence and have an adverse effect on our business and results of operations.

The outbreak of severe illnesses, such as the Ebola virus, Middle East Respiratory Syndrome, Severe Acute Respiratory Syndrome, malaria, H1N1 influenza virus, avian flu and the Zika virus, could materially affect the travel industry, reduce our revenues and adversely impact travel behavior, particularly if they were to persist for an extended period.

India has experienced natural calamities such as earthquakes, tsunamis, floods and drought in past years. For example, in September 2014, the state of Jammu and Kashmir in northern India, a popular tourism destination, experienced widespread floods and landslides, and in April 2015, an earthquake occurred in the Federal Democratic Republic of Nepal with aftershocks and landslides subsequently affecting the country. The extent and severity of these natural disasters determines their impact on the Indian economy. Substantially all of our operations and employees are located in India and there can be no assurance that we will not be affected by natural disasters in the future. Furthermore, if any of these natural disasters occur in tourist destinations in India, travel to and within India could be adversely affected, which could have an adverse impact on our business and results of operations.

The occurrence of any of these events could result in changes to customers’ travel plans and related costs and lost revenue for our company, as well as the risk of a prolonged and substantial decrease in travel volume, any of which could have a material adverse effect on our business, financial condition and results of operations.

Our business and financial results are subject to fluctuations in currency exchange rates.

Given the nature of our business, any fluctuation in the value of the Indian rupee against the U.S. dollar, Euro, British pound sterling or other major currencies will affect customers’ travel behavior and, therefore, will have an impact on our results of operations. For example, in fiscal year 2016, the drop in the average value of the Indian rupee as compared to the U.S. dollar adversely impacted the Indian travel industry as it

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made outbound travel for Indian consumers more expensive. In addition, our exposure to foreign currency risk also arises in respect of our non-Indian rupee-denominated trade and other receivables, trade and other payables, and cash and cash equivalents. We currently do not have any hedging agreements or similar arrangements with any counter-party to cover our exposure to any fluctuations in foreign exchange rates.

We have not previously operated as a public company, and fulfilling our obligations as a U.S. reporting company may be expensive and time consuming.

As a U.S. reporting company, we will incur significant legal, accounting and other expenses. For example, prior to becoming a U.S. reporting company, we had not previously been required to prepare or file periodic and other reports with the SEC or to comply with the other requirements of U.S. federal securities laws applicable to public companies. We have not previously been required to establish and maintain disclosure controls and procedures such as Section 404 of the Sarbanes Oxley Act of 2002 and internal controls over financial reporting applicable to a public company with securities registered in the United States. Compliance with reporting and corporate governance obligations from which foreign private issuers are not exempt may require members of our management and our finance and accounting staff to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled and may increase our legal, insurance and financial compliance costs. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, if we fail to comply with any significant rule or requirement associated with being a public company, such failure could result in the loss of investor confidence and could harm our reputation and cause the market price of our ordinary shares to decline.

Our business depends on our relationships with a broad range of travel suppliers, and any adverse changes in these relationships, or our inability to enter into new relationships, could negatively affect our business and results of operations.

We rely significantly on our relationships with airlines, hotels, railways, bus lines, activity vendors, global distribution system, or GDS, service providers and other travel suppliers to enable us to offer our customers comprehensive access to travel services and products. Adverse changes in any of our relationships with travel suppliers, or the inability to enter into new relationships with travel suppliers, could reduce the amount of inventory that we may be able to offer. Our arrangements with travel suppliers are not typically subject to long-term commitments and may not remain in effect on current or similar terms, and the net impact of future pricing options may adversely impact our revenue. Travel suppliers are increasingly focused on driving online demand to their own websites and may cease to supply us with the same level of access to travel inventory in the future.

A significant change in our relationships with our major suppliers for a sustained period of time, including an inability by any travel supplier to fulfill their payment obligation to us in a timely manner or a supplier’s complete withdrawal of inventory, could have a material adverse effect on our business, financial condition or results of operations. Furthermore, no assurance can be given that our travel suppliers will not further reduce or eliminate fees or commissions or attempt to charge us for content, terminate our contracts, make their products or services unavailable to us as part of exclusive arrangements with our competitors or default on or dispute their payment or other obligations towards us, any of which could reduce our revenue and Net Revenue Margins or may require us to initiate legal or arbitration proceedings to enforce their contractual payment obligations, which may adversely affect our business and results of operations.

Any disruption or adverse change in third parties on which we rely may have a material adverse effect on our business.

We currently rely on a variety of third parties to operate our business, including third-party computer systems, software and service providers, including the computerized reservation systems of accommodations, payment processors, call center services, airlines and third-party service providers such as the GDS as well as our distribution partners, to make reservations and confirmations, issue air, rail and bus tickets, book hotel rooms, arrange for car services, make deliveries, interact with customers and receive payments.

These third parties are subject to general business risks, including system downtime, hacker attack, fraudulent access, natural disaster, human error or other causes leading to unexpected business interruptions.

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Any interruption in these or other third party services or deterioration in their performance could impair the quality of our service. For example, technical glitches in third party systems may result in the information provided by us to our customers, such as the availability of hotel rooms on a central reservations system of a hotel supplier, to not be accurate, and we may incur monetary and/or reputational loss as a result. Furthermore, if our arrangements with any of these third parties are suspended, terminated or no longer available on commercially acceptable terms, we may not be able to find an alternate source of support on a timely basis and on commercially reasonable terms, or at all.

As we increase the number of third party services available through our platform, we may not be able to adequately monitor or assure the quality of these services, and increases in customer dissatisfaction may adversely impact our business.

We have recently launched a marketplace platform that enables us to sell our own inventory and the inventory of third party vendors to provide travelers a wider selection of products and services on a single platform. This platform allows third party suppliers or travel services to manage and sell products and services on yatra.com directly to consumers. We may not be able to adequately monitor these third party vendors to ensure that they provide high-quality travel products and services to our customers on a consistent basis. Certain travel service providers may lack adequate quality control for their travel products and customer service. Similarly, we cannot ensure that every travel service provider has obtained, and duly maintained, all of the licenses and permits required for it to provide travel products to consumers. If our travelers are dissatisfied with the travel products and services provided by third party vendors they find through our marketplace platform, they may reduce their use of, or completely forgo, our marketplace platform as well as our core platform, including our mobile apps. Increases in customer dissatisfaction with third party vendors could damage our brand, reduce our traffic and materially and adversely affect our business and results of operations.

We depend on a small number of airline suppliers in India for a significant percentage of our Air Ticketing revenue.

Our growth strategy is heavily dependent on the continued expansion of our Air Ticketing business and our airline supplier relationships. We currently provide our customers with access to eight domestic airlines as well as over 300 international airlines; however, a substantial portion of our Air Ticketing revenue is represented by five domestic airlines. Our dependence on a limited number of domestic airlines means that a reduction or elimination in base commissions and incentive payments by one or more of these airlines could have a material adverse effect on our revenue. Furthermore, our reliance on these Indian airlines exposes us to the risks associated with the domestic airline industry, such as rising fuel costs, high taxes, currency depreciation and liquidity constraints. In addition, our reliance on these airlines increases their bargaining power in price and contract negotiations, and further consolidation of domestic airline suppliers may exacerbate these trends. If one or all of these domestic airlines exert significant price and margin pressure on us, it could materially and adversely affect our business, financial condition and results of operations.

Any failure to maintain the quality of our brand and reputation could have a material adverse effect on our business.

We have invested considerable time and resources in developing and promoting our “Yatra” brand. We expect to continue to spend on maintaining the high quality of our brand in order to compete against a large and growing number of competitors. We also believe that the strength of our brand is one of our key assets that will allow us to expand into new geographies, such as Tier 2 and Tier 3 cities in India, where our brand is not as well known. These efforts may not be successful and, even if we are successful in our branding efforts, such efforts may not be cost-effective. If we are unable to maintain or enhance consumer awareness of our brands or generate demand in a cost-effective manner, it could have a material adverse effect on our business and financial performance.

In addition, we receive significant media coverage in India and other geographic markets. Unfavorable publicity regarding, for example, our practices relating to privacy and data protection, product changes, competitive pressures, the accuracy of user-generated content, product quality, litigation or regulatory activity, could adversely affect our reputation with our users and advertisers. Such potential negative publicity also

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could have an adverse effect on the size, engagement and loyalty of our user base and result in decreased revenue, which could adversely affect our business and results of operations.

We rely on assumptions and estimates to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect its business.

We believe that certain metrics are key to our business, including travel expenditures, customers, repeat customers, total transaction volume, customer traffic, monthly visitors, app downloads, travel agents and bookings. As the industry in which we operate continues to evolve, the metrics by which we evaluate our business may change over time. While these numbers are based on what we believe to be reasonable estimates, our internal tools have a number of limitations and our methodologies for tracking these metrics may change over time. For example, a single person may have multiple accounts or browse the Internet on multiple browsers or devices, some users may restrict our ability to accurately identify them across visits, some mobile applications automatically contact our servers for regular updates with no user action, and we are not always able to capture user information on all of our platforms. As such, the calculations of our traffic and monthly visitors may not accurately reflect the number of people actually visiting our platforms. Also, if the internal tools we use to track these metrics under-count or over-count performance or contain algorithmic or other technical errors, the data and/or reports we generate may not be accurate. In addition, historically, certain metrics were calculated by independent third parties, and have not been verified by us. We calculate metrics using internal tools, which are not independently verified by a third party. In addition, we continue to improve upon our tools and methodologies to capture data and believe that our current metrics are more accurate; however, the improvement of these tools and methodologies could cause inconsistencies between current data and previously reported data, which could confuse investors or lead to questions about the integrity of the data.

The roll-out of new features and improvements may not meet our expectations.

We are constantly working to improve our websites and mobile applications and roll-out new features to improve our user experience, attract new users, expand our market reach and develop new sources of revenue. However, there is no guarantee that these initiatives will ultimately be successful and, if they are not, our business and results of operations may be materially adversely affected. For example, we launched our eCash program to reward customers for repeat purchases. Customers accumulate eCash points on travel booked through us, and these points work as a currency that can be redeemed by customers during future bookings . This program may not have the positive impact on total transaction volume and customer retention that we originally anticipated. For example, we currently expect that customers who book business travel through our corporate platform will receive the eCash points associated with that travel. However, if the eCash is held by the employer rather than the employee, the impact of this initiative may not be as significant as expected. With any new product roll out, there may be other challenges and setbacks that we do not anticipate. Our failure to address these challenges and effectively manage the roll out of new features could negatively impact our reputation, business and results of operations.

The online homestay market is rapidly evolving and if we fail to compete successfully, our business and results of operations may suffer.

We recently added homestays through our Yatra and Travelguru websites. The online homestay market is a rapidly evolving market. Since we began offering such services, there have been and continue to be significant business, marketing and regulatory developments. Operating in new and relatively untested markets requires significant management attention and financial resources. We cannot provide any assurance that our efforts to expand in this market will be successful, and the investment and additional resources required to establish operations and manage growth may not produce the desired financial results.

We may not be successful in pursuing strategic partnerships and acquisitions, and future partnerships and acquisitions may not bring us anticipated benefits.

Part of our growth strategy is the pursuit of strategic partnerships and acquisitions. There can be no assurance that we will succeed in implementing this strategy as we are subject to many factors which are beyond our control, including our ability to identify, attract and successfully execute suitable acquisition

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opportunities and partnerships. This strategy may also subject us to uncertainties and risks, including acquisition and financing costs, potential ongoing and unforeseen or hidden liabilities, diversion of management resources and the costs of integrating acquired businesses. We could face difficulties integrating the technology of acquired businesses with our existing technology, and employees of the acquired business into various departments and ranks in our company, and it could take substantial time and effort to integrate the business processes being used in the acquired businesses with our existing business processes. Moreover, there is no assurance that such partnerships or acquisitions will achieve our intended objectives or enhance our business. Any such failure could negatively impact our ability to compete in the travel industry and have a material adverse effect on our business or results of operations.

As we increase our sales efforts toward larger corporate customers and B2B2C travel agents, our sales cycle, customer support efforts and collection efforts may become more time consuming and expensive.

In recent years, we have increased our sales efforts toward larger corporate customers, including leading organizations from around India. As we increase our sales efforts targeted to large corporate customers, we expect to face greater costs, longer sales cycles and less predictability in completing some of our sales. A prospective corporate customer’s decision to use our travel services may be an enterprise-wide decision and, if so, these sales would require us to provide greater education to the prospective customer. Consequently, these customers may require us to devote greater sales, implementation and customer support resources to them. In addition, we typically extend credit periods to our corporate, B2B2C travel agents and some retail customers. We may experience difficulty collecting payment fully and in a timely manner on our outstanding accounts receivable from our customers. As a result, we may face a greater risk of non-payment of our accounts receivable and, as our corporate travel business and B2B2C travel agents business grows in scale, we may need to make increased provisions for doubtful accounts. We cannot provide any assurance that we will be able to increase our corporate customer base and B2B2C travel agents, and our sales efforts to obtain such customers may become time consuming, costly and harmful to our business and results of operations.

Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and harm our results of operations.

We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash requirements for at least the next 12 months. However, we may need to raise additional funds, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our shareholders may experience significant dilution of their ownership interests and the value of our ordinary shares could decline. If we engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions. In addition, the availability of funds depends in significant measure on capital markets and liquidity factors over which we exert no control. In light of periodic uncertainty in the capital and credit markets, we can provide no assurance that sufficient financing will be available on desirable terms or at all to fund investments, acquisitions, stock repurchases, dividends, debt refinancing or other corporate needs, or that our counterparties in any such financings would honor their contractual commitments. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able to execute on our growth strategy, which could reduce our ability to compete successfully and harm our business and results of operations.

We could be negatively affected by changes in Internet search engine algorithms and dynamics, or search engine disintermediation.

We rely heavily on Internet search engines, such as Google and Yahoo! India, to generate traffic to our websites, principally through the purchase of travel-related keywords. Search engines, including Google, frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our websites can be negatively affected. In addition, a search engine could, for competitive or other purposes, alter its search algorithms or results, causing our websites to place lower in search query results. If a major search engine changes its algorithms in a manner that negatively affects the search engine ranking of our websites or those of our partners, or if

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competitive dynamics impact the cost or effectiveness of our search engine optimization or search engine monetization in a negative manner, our business and financial performance would be adversely affected, potentially to a material extent. Furthermore, our failure to successfully manage our search engine optimization and search engine monetization strategies could result in a substantial decrease in traffic to our websites, as well as increased costs if we were to replace free traffic with paid traffic. In addition, to the extent that Google, Yahoo! India or other leading search or metasearch engines in India disrupt the businesses of OTAs or travel content providers by offering comprehensive travel planning or shopping capabilities, or refer those leads to suppliers directly, or to other favored partners, there could be a material adverse impact on our business. To the extent these actions have a negative effect on our search traffic, whether on desktop, tablet or mobile devices, our business and results of operations could be adversely affected.

Any inability or failure to adapt to technological developments, the evolving competitive landscape or industry trends could harm our business and competitiveness.

We depend upon the use of sophisticated information technology and systems. Our competitiveness and future results depend on our ability to maintain and make timely and cost-effective enhancements, upgrades and additions to our products, services, technologies and systems in response to new technological developments, industry standards and trends and customer demands. Adapting to new technological and marketplace developments may require substantial expenditures and lead time and we cannot guarantee that projected benefits will actually materialize. We may experience difficulties that could delay or prevent the successful development, marketing and implementation of enhancements, upgrades and additions. Moreover, we may fail to maintain, upgrade or introduce new products, services, technologies and systems as quickly as our competitors or in a cost-effective manner. In addition, the travel industry is marked by continuous innovation and the development of new products, services and technologies. As a result, in order to maintain its competitiveness, we must continue to invest significant resources to continually improve the speed, accuracy and comprehensiveness of our travel offerings. Changes to our technology platforms or increases in our investments in technology could adversely affect our results of operations. If we face material delays in adapting to technological developments, our customers may forego the use of our services in favor of those of our competitors. Any of these events could have a material adverse effect on our business and results of operations.

Our success depends on maintaining the integrity of our systems and infrastructure, which may suffer from failures, capacity constraints, business interruptions and forces outside of our control.

Our business relies significantly on computer systems to facilitate and process transactions and we have experienced rapid growth in consumer traffic to our websites and through our mobile apps. However, we may not be able to maintain and improve the efficiency, reliability and integrity of our systems. Unexpected increases in the volume of our business could exceed system capacity, resulting in service interruptions, outages and delays. Such constraints can also lead to the deterioration of our services or impair our ability to process transactions. System interruptions may prevent us from efficiently providing services to our customers, travel suppliers or other third parties, which could cause damage to our reputation and result in us losing customers and revenues or cause us to incur litigation costs and liabilities. Although we contractually limit our liability for damages, we cannot guarantee that we will not be subject to lawsuits or other claims for compensation from our customers in connection with such outages for which we may not be indemnified or compensated.

Our systems may also be susceptible to external damage or disruption. Our systems could be damaged or disrupted by power, hardware, software or telecommunication failures, human errors, natural events including floods, hurricanes, fires, winter storms, earthquakes and tornadoes, terrorism, break-ins, hostilities, war or similar events. Computer viruses, denial of service attacks, physical or electronic break-ins and similar disruptions affecting the Internet, telecommunication services or our systems could cause service interruptions or the loss of critical data, and could prevent us from providing timely services. Failure to efficiently provide services to customers or other third parties could cause damage to our reputation and result in the loss of customers and revenues, significant recovery costs or litigation and liabilities. Moreover, such risks might increase as we expand our business and as the tools and techniques involved become more sophisticated. Disasters affecting our facilities, systems or personnel might be expensive to remedy and could significantly diminish our reputation and our brands, and we may not have adequate insurance to cover such costs.

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We are exposed to risks associated with the payments business, including online security and credit card fraud.

The secure transmission of confidential information over the Internet is essential in maintaining customer and supplier confidence in us. Security breaches, whether instigated internally or externally on our system or other Internet-based systems, could significantly harm our business. We currently require customers to guarantee their transactions with their credit cards online. We rely on licensed encryption and authentication technology to effect secure transmission of confidential customer information, including credit card numbers, over the Internet. However, advances in technology or other developments could result in a compromise or breach of the technology that we use to protect customer and transaction data. We incur substantial expense to protect against and remedy security breaches and their consequences. However, our security measures may not prevent security breaches and we may be unsuccessful in or incur additional costs in connection with implementing a remediation plan to address these potential exposures.

We also have agreements with banks and certain companies that process customer credit card transactions for the facilitation of customer bookings of travel services from us . If any of these third parties experience business interruptions or otherwise are unable to provide the services we need, or if they increase the fees associated with those services, we will be adversely impacted. In addition, the online payment gateway for certain of our sales made through our mobile platform and through international credit and debit cards are secured by the respective card’s security features and we may be liable for credit card acceptance on our websites. We may also be subject to other payment disputes with our customers for such sales. If we are unable to combat the use of fraudulent credit cards, our revenue from such sales would be susceptible to demands from the relevant banks and credit card processing companies, and our results of operations and financial condition could be adversely affected.

Our processing, storage, use and disclosure of customer data of our customers or visitors to our website could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views of personal privacy rights or data security breaches.

In the processing of our customer transactions, we receive and store a large volume of customer information. Such information is increasingly subject to legislation and regulations in various jurisdictions and governments are increasingly acting to protect the privacy and security of personal information that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded or amended to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business. As privacy and data protection become more sensitive issues in India, we may also become exposed to potential liabilities. For example, under the Indian Information Technology Act, 2000, as amended, we are subject to civil liability for wrongful loss or gain arising from any negligence by us in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information on our computer systems, networks, databases and software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the collection, use and disclosure of personal information. Any liability we may incur for violation of such laws and regulations and related costs of compliance and other burdens may adversely affect our business and results of operations.

We cannot guarantee that our security measures will prevent data breaches. Companies that handle such information have also been subject to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of personally identifiable information. Security breaches could damage our reputation, cause interruptions in our operations, expose us to a risk of loss or litigation and possible liability, and could also cause customers and potential customers to lose confidence in the security of our transactions, which would have a negative effect on the demand for our services and products. Moreover, public perception concerning security and privacy on the Internet could adversely affect customers’ willingness to use our websites or mobile applications. A publicized breach of security in India or in other countries in which we have operations, even if it only affects other companies conducting business over the Internet, could inhibit the growth of the Internet as a means of conducting commercial transactions, and, therefore, our business.

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These and other privacy and security developments that are difficult to anticipate could adversely affect our business, financial condition and results of operations.

Intellectual property rights are important to our business and we cannot be sure that our intellectual property is protected from copying or use by others, and we may be subject to third party claims for intellectual property rights infringement.

Our intellectual property rights are important to our business. We rely on a combination of copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property. Our websites and mobile applications rely on content and in-house customizations and enhancements of third party technology, much of which is not subject to intellectual property protection. We protect our logos, brand name, websites’ domain names and, to a more limited extent, our content by relying on copyrights, trademarks, trade secret laws and confidentiality agreements. We have inter alia applied for trademark registration of our logos, and word marks for yatra.com in India and such applications are currently pending with the Registry of Trademarks. We have filed responses to objections raised by the Registry of Trademarks to certain of these applications. We have also filed oppositions with the Registry of Trademarks against certain trademarks in pursuance of the protection of our trademarks. Even with all of these precautions, there can be no assurance that our intellectual property will be protected. It is possible for someone else to copy or otherwise obtain and use our content, techniques and technology without our authorization or to develop similar technology. While our domain names cannot be copied, another party could create an alternative domain name resembling ours that could be passed off as our domain name.

Our efforts to protect our intellectual property may not be adequate. Unauthorized parties may infringe upon or misappropriate our services or proprietary information. In addition, the global nature of the Internet makes it difficult to control the ultimate destination of our services. The misappropriation or duplication of our intellectual property could disrupt our ongoing business, distract our management and employees, reduce our revenues and increase our expenses. In the future, litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time consuming and costly.

We could be subject to intellectual property infringement claims as the number of our competitors grows and the content and functionality of our websites or other service offerings overlap with competitive offerings. As competition in our industry increases and the functionality of technology offerings further overlaps, such claims and counterclaims could increase. There can be no assurance that we have not or will not inadvertently infringe on the intellectual property rights of third parties. Our defenses against these claims, even if not meritorious, could be expensive and divert management’s attention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial award as damage and forced to develop non-infringing technology, obtain a license or cease selling the applications that contain the infringing technology. We may be unable to develop non-infringing technology or obtain a license on commercially reasonable terms or at all.

Our quarterly results may fluctuate for a variety of reasons and may not fully reflect the underlying performance of our business.

Our quarterly operating results may vary significantly in the future, and period-to-period comparisons of its operating results may not be meaningful. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control and, as a result, may not fully reflect the underlying performance of our business. For example, we tend to experience higher revenue from our Hotels and Packages business in the second and fourth calendar quarters of each year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India and other markets. In our Air Ticketing business, we may have higher revenues in a particular quarter arising out of periodic discounted sales of tickets by our suppliers. Other factors that may cause fluctuations in our quarterly financial results include, but are not limited to:

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Fluctuations in quarterly results may negatively impact the value of our ordinary shares and make quarter-to-quarter comparisons of our results less meaningful.

We may need to make additional investments in the event of any slowdowns or disruptions in ongoing efforts to upgrade Internet infrastructure in India.

The majority of our bookings are made through our Indian website and mobile offerings. According to the Internet and Mobile Association of India’s forecasts, India is projected to have 420 million mobile Internet users by June 2017. There can be no assurance that Internet penetration in India will increase in the future, as slowdowns or disruptions in upgrading efforts for infrastructure in India could reduce the rate of increase in the use of the Internet. As such, we may need to make additional investments in alternative distribution channels. Further, any slowdown or negative deviation in the anticipated increase in Internet penetration in India may adversely affect our business and results of operations.

Our large shareholders exercise significant influence over our company and may have interests that are different from those of our other shareholders.

As of the date of this prospectus, MIHI LLC, Macquarie Corporate Holdings Pty Limited, Valiant Capital Partners LP, Valiant Capital Master Fund LP and Apple Orange LLC, Noyac Path LLC, Periscope, LLC, Terrapin Partners Employee Partnership 3, LLC and Terrapin Partners Green Employee Partnership, LLC (collectively, the Terrapin Sponsors) and certain of their affiliated entities (including Nathan Leight), E-18 Limited, Capital18 Fincap Private Limited, Pandara Trust Scheme I, IDG Ventures India Fund II LLC, Intel Capital Corporation, Reliance Capital Limited, Vertex Asia Fund Pte. Ltd., Wortal, Inc., Rajasthan Trustee Company Pvt Ltd A/c SME Tech Fund RVCF Trust II and Fuh Hwa Securities Investment Trust Co., Ltd. beneficially own approximately 70.4% of the issued and outstanding shares of our company (or approximately 59.9% of the shares of our company, assuming the exercise or conversion of all of our outstanding warrants). By virtue of such significant shareholdings, these shareholders have the ability to exercise significant influence over our company and our affairs and business, including the election of directors, the timing and payment of dividends, the adoption and amendments to our memorandum and articles of association, the approval of a merger or sale of substantially all of our assets and the approval of most other actions requiring the approval of our shareholders. In addition, Norwest Venture Partners IX, LP and Norwest Venture Partners X, LP collectively own 100% of our Class A shares, which shares have identical rights to our ordinary shares, except that holders of our Class A shares shall not have the right to receive notice of, attend or vote as a member at any general meeting of shareholders, but may vote at a separate Class A shareholders’ meeting convened in accordance with our memorandum and articles of association. The interests of these shareholders may be different from or conflict with the interests of our other shareholders and their influence may result in the delay or prevention of a change of management or control of our company, even if such a transaction may be beneficial to our other shareholders.

The loss of one or more of our key personnel could harm our business.

Our future success depends upon the continued contributions of our senior corporate management and other key employees. In particular, the contributions of Dhruv Shringi, our Chief Executive Officer, and Alok Vaish, our Chief Financial Officer, are critical to our overall management. We have entered into employment agreements with these individuals as well as other members of senior management, which contain non-compete provisions that extend for 18 months following the termination of such executive officer’s employment. If we cannot retain the services of these individuals or other key personnel, our business could be seriously harmed.

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Our ability to attract, train and retain qualified employees is critical to our business and results of operations.

Our business and future success depends, to a significant extent, on our ability to attract and train new employees and to retain and motivate our existing employees. Competition remains intense for well-qualified employees in certain aspects of our business, including software engineers, developers, product management and development personnel with expertise in the online travel or search industry. Our industry is characterized by high demand and intense competition for talent. We may be required to increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting the quality of employees that our business requires. If we do not succeed in attracting well-qualified employees or retaining or motivating existing employees, our business and results of operations could be adversely affected.

Inaccurate information from suppliers of hotel room inventory may lead to customer complaints.

Our customers that purchase hotel room inventory online through our websites may rely on the description of the accommodation presented on such websites to ascertain the quality of amenities and services provided at the relevant accommodation. We receive information utilized in the accommodation description on our websites directly from the accommodation provider. To the extent that the information presented on our websites does not reflect the actual quality of amenities and services at the accommodation, we may face customer complaints that may have an adverse effect on our reputation and the likelihood of repeat customers, which in turn may adversely affect our business and results of operations.

We may fail to realize all of the anticipated benefits of the Business Combination.

The success of the Business Combination will depend, in part, on our ability to successfully manage and deploy the cash received upon the consummation of the Business Combination. Although we intend to use the cash received upon the consummation of the Business Combination to expand further our position in the Indian market and strengthen our leadership position in the markets for online travel services, there can be no assurance that we will be able to achieve our intended objectives or enhance our business.

We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

We may be required to take write-down or write-offs of assets, restructure our operations, or incur impairment or other charges that could result in reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that charges of this nature are reported could contribute to negative market perceptions about our company or our securities. In addition, charges of this nature may cause our company to violate net worth or other covenants to which we may become subject. Accordingly, our shareholders could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that this prospectus contained an actionable material misstatement or material omission.

The Internal Revenue Service, or the IRS, may not agree to treat us as a foreign corporation for U.S. federal income tax purposes.

Although we are incorporated in the Cayman Islands, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Internal Revenue Code of 1986, as amended, or the Code. For U.S. federal income tax purposes, a corporation generally is considered a tax resident in the jurisdiction of its organization or incorporation. Because we are a Cayman Islands incorporated entity, we would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 of the Code provides an exception under which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.

For our company to be treated as a foreign corporation for U.S. federal income tax purposes under Section 7874 of the Code, immediately after the Business Combination, either (i) the former stockholders of

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Terrapin 3 must have owned (within the meaning of Section 7874 of the Code) less than 80% (by both vote and value) of our ordinary shares by reason of holding shares in Terrapin 3 immediately prior to the Business Combination, or (ii) we must have substantial business activities in the Cayman Islands (taking into account the activities of our expanded affiliated group).

Based on the rules for determining share ownership under Section 7874 of the Code, we believe that the shareholders of Terrapin 3 should be treated as having owned less than 80% of our ordinary shares after the Business Combination and that, therefore, we should be treated as a foreign corporation for U.S. federal income tax purposes, although no assurances can be given in this regard. If we were to be treated as a U.S. corporation, income we earned would become subject to U.S. taxation, and the gross amount of any dividend payments to our non-U.S. shareholders could be subject to 30% U.S. withholding tax, depending on the application of any income tax treaty that might apply to reduce the withholding tax. For further discussion of the application of Section 7874 of the Code to the Business Combination, see “Material U.S. Federal Income Tax Consequences — Tax Residence of Yatra and Utilization of Terrapin 3’s Tax Attributes.”

Future changes to the tax laws under which we should be treated as a foreign corporation for U.S. federal income tax purposes and changes in other tax laws relating to multinational corporations could adversely affect us.

Under current law, as noted above, we should be treated as a foreign corporation for U.S. federal income tax purposes. Changes to Section 7874 of the Code or the U.S. Treasury regulations promulgated thereunder or future IRS guidance could affect our status as a foreign corporation for U.S. federal income tax purposes, and any such changes or future IRS guidance could have prospective or retroactive application. Any of these changes to such laws or regulations, or future IRS guidance, could adversely affect our company.

If we were treated as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in our ordinary shares could be subject to adverse U.S. federal income tax consequences.

For U.S. federal income tax purposes, a foreign corporation is classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of its gross income for such taxable year is “passive income” (as defined for such purposes) or (ii) 50% or more of the value of the assets held by such corporation (based on an average of the quarterly values of the assets) during such taxable year is attributable to assets that produce passive income or that are held for the production of passive income.

As discussed in “Material U.S. Federal Income Tax Consequences — U.S. Federal Income Tax Consequences of the Ownership and Disposition of Shares of Yatra — U.S. Holders — Passive Foreign Investment Company Status,” it is not expected that we will be a PFIC for the current taxable year, and it is not anticipated that we will become a PFIC in the foreseeable future; however, no assurances can be offered in this regard. The tests for determining PFIC status are applied annually after the close of the taxable year. It is difficult to accurately predict future income and assets relevant to this determination and no ruling from the IRS or opinion of counsel has been or will be sought with respect to PFIC status. Whether we are a PFIC will depend on the particular facts and circumstances (such as the valuation of assets, including goodwill and other intangible assets) and may also be affected by differing interpretations of the PFIC rules. Accordingly, there can be no assurance that we are not a PFIC, or will not become a PFIC in the future.

The expansion of our business to new geographic markets may expose us to additional risks.

Our comprehensive travel-related offerings are customized to the Indian travel market. If in the future we determine to significantly expand outside of India, we will need to adjust our services and business model to the unique circumstances of those new geographic markets in order to succeed, including building new supplier relationships and customer preferences. Adapting our practices and models effectively to the supplier and customer preferences in new markets could be difficult and costly and could divert management and personnel resources. We cannot assure you that we will be able to efficiently or effectively manage the growth of our operations in new markets.

In addition, we may expose ourselves to new risks that may not exist in our Indian operations, including:

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