YTRA Yatra Online Inc

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

On January 17, 2022, the Reporting Persons entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer regarding, among other matters, the composition of the Board of Directors of the Issuer (the “Board”).

Pursuant to the Cooperation Agreement, the Issuer agreed to, effective immediately following the execution of the Cooperation Agreement, cause Roshan Mendis (the “New Director”) to be appointed to the Board, for a term of office that expires at the 2023 Annual General Meeting of Shareholders (the “2023 Annual Meeting”). Effective one year from the date of the Cooperation Agreement, if the New Director is unable to serve or continue serving as a director for any reason, then the Reporting Persons shall have the ability to recommend a substitute person for appointment to the Board, provided that at such time the Reporting Persons beneficially own at least the lesser of 5.0% of the Issuer’s then outstanding Shares and 2,882,918 Shares.

In addition, the Reporting Persons agreed to certain customary standstill provisions for a period commencing on the date of the Cooperation Agreement and ending at 11:59 p.m., Eastern Time, on the date that is eighteen (18) months following the date of the Cooperation Agreement (the “Standstill Period”).

Pursuant to the Cooperation Agreement, the Reporting Persons have agreed that at each annual and extraordinary general meeting of shareholders held prior to the expiration of the Standstill Period, the Reporting Persons will: (i) appear at such shareholders’ meeting or otherwise cause all Shares beneficially owned by such Reporting Persons and any of their Related Persons (as defined in the Cooperation Agreement) to be counted as present thereat for purposes of establishing a quorum; (ii) vote, or cause to be voted on the Issuer’s proxy card or voting instruction form, all Shares beneficially owned by such Reporting Persons in accordance with the recommendation of the Board with respect to (a) the election, removal and/or replacement of directors (or the requisition of an extraordinary general meeting or action by written consent of the Issuer’s shareholders in respect of any of the foregoing) (a “Director Proposal”) and (b) any other proposal submitted to the Issuer’s shareholders at a shareholder meeting; provided, however, that in the event that Institutional Stockholder Services Inc. (“ISS”) or Glass Lewis & Co., LLC (“Glass Lewis”) issues a recommendation with respect to any matter (other than Director Proposals) that is different from the recommendation of the Board, the Reporting Persons shall have the right to vote in accordance with the ISS or Glass Lewis recommendation; provided, further, the Reporting Persons and any of their Related Persons shall be entitled to vote the Shares beneficially owned by them in their sole discretion with respect to any publicly announced proposal relating to a merger, acquisition, disposition of all or substantially all of the assets of the Issuer and its subsidiaries or other business combination involving the Issuer, in each case, that requires a vote of the Issuer’s shareholders.

The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is filed as Exhibit 10.1 in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on January 21, 2022, and is incorporated herein by reference.

Item 6 is hereby amended to add the following:

On January 17, 2022, the Reporting Persons entered into the Cooperation Agreement with the Issuer as defined and described in Item 4, a copy of which is attached as Exhibit 10.1 to the Issuer’s Form 6-K filed with the SEC on January 21, 2022 and is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 24, 2022