6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

January 31, 2019

YATRA ONLINE, INC.

1101-03, 11th Floor, Tower-B,

Unitech Cyber Park,

Sector 39, Gurugram, Haryana 122002,

India

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x     Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Other Events

On January 31, 2019, Yatra Online, Inc. issued an earnings release announcing its unaudited financial and operating results for the three months ended December 31, 2018.  A copy of the earnings release is attached hereto as Exhibit 99.1.

This Report on Form 6-K is hereby incorporated by reference into Yatra Online, Inc.’s registration statements on Form F-3 (Registration Statement Nos. 333-224661 and 333-215653) filed with the Securities and Exchange Commission on April 11, 2018 and May 3, 2018, respectively, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

Exhibit Index

Exhibit No.	Description
99.1	Earnings release of Yatra Online, Inc. dated January 31, 2019.
99.2	Advertisement Agreement, dated January 11, 2019, between Bennett, Coleman and Company Limited and Yatra Online Private Limited.
99.3	Non-Convertible Debenture Subscription Agreement, dated January 11, 2019, by and among Bennett, Coleman and Company Limited, Yatra Online Private Limited and Yatra Online, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	YATRA ONLINE, INC.
Date: January 31, 2019	By:	/s/ Dhruv Shringi
		Dhruv Shringi
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

YATRA ONLINE, INC. ANNOUNCES RESULTS FOR

THE THREE MONTHS ENDED DECEMBER 31, 2018

Gurugram, India and New York, January 31, 2019 — Yatra Online, Inc. (NASDAQ: YTRA, OTCQX: YTROF), India’s leading online travel company, today announced its unaudited financial and operating results for the three months ended December 31, 2018.

“This was a significant quarter for us. We showed substantial progress towards our goal of achieving EBITDA break-even, delivering a 48 percent improvement in our Results from Operations and a 60 percent improvement in our Adjusted EBITDA loss. This was done on the back of proactive steps such as optimizing our marketing cost, driving up our cross-sell revenues, closing some loss-making accounts in our corporate customer portfolio, outsourcing our call-center, and closing our physical retail stores - all of which should lead to better structural profitability as we continue to drive growth across all our businesses. On the business travel front, we believe the recent acquisition of the corporate travel business of PL Worldways, and new customer wins like India’s third largest bank, will enable us to continue to strengthen our market leadership position in the country. In addition, we expect the Indian travel industry to experience healthy growth in 2019 as some of the macro headwinds facing the aviation industry in mid-2018 seem to have abated. We are reiterating our guidance of 20+ percent growth in Adjusted Revenue for FY19 and a meaningful improvement in our Adjusted EBITDA loss for the fiscal year.” — Dhruv Shringi, Co-founder and CEO.

Financial and operating highlights for the three months ended December 31, 2018:

·Revenue reached INR 2,204.7 million (USD 31.7 million).

·Adjusted Revenue(1) increased to INR 2,331.3 million (USD 33.5 million), representing an increase of 16.6% YOY.

·Adjusted Revenue(1) from Hotels and Packages increased to INR 483.2  million (USD 6.9 million), representing an increase of 10.5% YOY.

·Adjusted Revenue(1) from Air Ticketing increased to INR 1,448.1 million (USD 20.8 million), representing an increase of 5.7% YOY.

·Total Gross Bookings (Air Ticketing and Hotels and Packages)(3) reached INR 26.4 billion (USD 0.4 billion), representing YOY growth of 10.3%.

·Standalone Hotel Room Nights Booked during the quarter were 0.6 million, representing an increase of 19.2% YOY.

·Gross Air Passengers booked were 2.5 million, representing YOY growth of 7.8%.

·Adjusted EBITDA(2) Loss of INR 154.3 million (USD 2.2 million) representing a 60.3% improvement YOY.

·Profit for the period of INR 137.5 million (USD 2.0 million).

	Three months ended December 31,						YOY
	2017		2018		2018		Change
(in thousands except percentages)	INR		INR		USD		%
Financial Summary as per IFRS
Revenue	3,360,443		2,204,740		31,686		(34.4	)%
Results from operations	(631,750	)	(325,920	)	(4,684	)	(48.4	)%
Profit for the period	232,311		137,512		1,976		(40.8	)%
Financial Summary as per non-IFRS measures
Adjusted Revenue (1)	1,999,507		2,331,315		33,506		16.6	%
Air Ticketing	1,370,398		1,448,079		20,812		5.7	%
Hotels and Packages	437,340		483,167		6,944		10.5	%
Others (Including Other Income)	191,769		400,069		5,750		108.6	%
Adjusted EBITDA (2)	(388,255	)	(154,313	)	(2,218	)	60.3	%
Operating Metrics
Gross Bookings (3)	23,936,731		26,399,571		379,413		10.3	%
Air Ticketing	20,448,781		23,189,808		333,283		13.4	%
Hotels and Packages	3,487,950		3,209,763		46,131		(8.0	)%
Net Revenue Margin% (4)
Air Ticketing	6.7	%	6.2	%
Hotels and Packages	12.5	%	15.1	%
Quantitative details (5)
Air Passengers Booked	2,308		2,487				7.8	%
Stand-alone Hotel Room Nights Booked	504		600				19.2	%
Packages Passengers Travelled	46		29				(36.0	)%

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Note:

(1)Adjusted Revenue represents revenue and other income after deducting service costs and adding back expenses related to consumer promotions and loyalty program costs that had been reduced from revenue due to the adoption of new accounting standard, IFRS 15, effective from April 1, 2018. See the section below titled “Certain Non-IFRS Measures.”

(2)See the section below titled “Certain Non-IFRS Measures.”

(3)Gross Bookings represent the total amount paid by our customers for travel services and products booked through us, including taxes, fees and other charges, and are net of cancellation fees and refunds.

(4)Net Revenue Margin is defined as Adjusted Revenue as a percentage of Gross Booking.

(5)Quantitative details are considered on a gross basis.

As of December 31, 2018, 45,401,966 shares (on an as-converted basis), par value $0.0001 per share were issued and outstanding.

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 and nine months ended December 31, 2018, the unaudited interim condensed consolidated statement of financial position as at December 31, 2018, the unaudited interim condensed consolidated statement of cash flows for nine months ended December 31, 2018 and discussion of the results of the three months ended December 31, 2018 compared with three months ended December 31, 2017, were converted into U.S. dollars at the exchange rate of 69.58 INR per USD, which is based on the noon buying rate as at December 31, 2018, in The City of New York for cable transfers of Indian rupees as certified for customs purposes by the Federal Reserve Bank of New York. This arithmetic conversion should not be construed as 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”).

ATB Acquisition

On July 20, 2017, we, through our subsidiary, Yatra Online Private Limited (“Yatra India”), agreed to acquire all of the outstanding shares of ATB pursuant to a Share Purchase Agreement (the “Share Purchase Agreement”) by and among Yatra India, ATB and the sellers party thereto. Pursuant to the terms of the Share Purchase Agreement, we agreed to acquire: (a) a majority of the outstanding shares of ATB in exchange for an upfront payment of approximately INR 510 million and (b) the balance of the outstanding shares of ATB in exchange for a final payment to be made at a second closing (the “Second Closing), the date of which may be extended by mutual agreement of the parties. We expect that the Second Closing will occur in first quarter of the 2019 calendar year, subject to other customary closing conditions.

Recent Developments

PL Worldways Acquisition

On January 8, 2019, we, through our subsidiary, Yatra India, agreed to acquire corporate travel business of PL Worldways Limited (PLW), a Chennai-based travel services provider. This acquisition will help Company to strengthen foothold in the southern India region along with adding over 100 corporate clients to its existing client base of over 700. We expect that the final Closing will occur by February 8, 2019, subject to other customary closing conditions.

Bennett Coleman Company Advertising Agreement

On January 11, 2019, Yatra India entered into an Advertisement Agreement with Bennett Coleman Company Limited (BCCL) for advertising campaigns, which are to be conducted over a period of five years. Pursuant to the terms of the deal, Yatra India has made advance payments which are to be used for the costs of the advertising campaigns. Under the agreement, some of the advertising costs, based on the medium of the advertisements, will be adjusted from the advance extended by Yatra India while the rest of the advertising costs will be paid incrementally during the advertising campaigns.

As a part of the deal, BCCL has subscribed to unsecured Non-Convertible Debentures (NCDs), having a face value of INR 195.0 million (USD 2.8 million), in Yatra India which are to be redeemed at the value of INR 214.5 million (USD 3.1 million) at the end of their five-year maturity, reflecting simple fixed interest of 10% for the term of the NCDs.

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Change in Significant Accounting Policies and Non-IFRS Financial Measure:

Adoption of New Revenue Recognition Accounting Standard

Effective April 1, 2018, we adopted the new revenue recognition standard, IFRS 15. We have reviewed the new standard and have concluded that application of the new standard does not have a material impact on the consolidated results except for reclassification effects within the unaudited interim condensed consolidated statement of profit or loss and other comprehensive loss from certain marketing and sales promotion expenses to a reduction in revenue. This pertains to upfront cash incentives and certain loyalty program costs as incurred for customer inducement and acquisition for promoting transactions across various booking platforms. These costs were previously recorded as marketing and sales promotion costs, and are now being recorded as a reduction of revenue. We have adopted the new standard by using the cumulative effect method (modified retrospective approach) and, accordingly, the comparative information has not been restated.

Change in Non-IFRS Financial Measure

As of the beginning of the first quarter of fiscal year 2019, we changed the Non-IFRS Financial Measure “Revenue Less Service Costs” to “Adjusted Revenue”. We evaluate our financial performance based on Adjusted Revenue, which represents IFRS revenue and other income after deducting service cost and adding back the expenses in the nature of consumer promotions and loyalty program costs, which had been reduced from revenue, as we believe that Adjusted Revenue reflects the true 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 consolidated financial results prepared in accordance with IFRS as issued by the IASB. Our Adjusted Revenue may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation. For further information and a reconciliation of this Non-IFRS financial measure to the most directly comparable IFRS financial measure, see “Certain Non-IFRS Measures” elsewhere in this release.

Results of Three Months Ended December 31, 2018 Compared to Three Months Ended December 31, 2017

Revenue. We generated revenue of INR 2,204.7 million (USD 31.7 million) in the three months ended December 31, 2018, a decrease of  34.4% compared with INR 3,360.4 million (USD 48.3 million) in three months ended December 31, 2017, primarily due to our adoption of IFRS 15. Effective April 1, 2018, we adopted the new revenue recognition standard, IFRS 15, pursuant to which upfront cash incentives, certain loyalty programs costs for customer inducement and acquisition costs for promoting transactions across various booking platforms, some of which, when incurred, were previously recorded as marketing and sales promotion costs, are now recorded as an offset of revenue. We have adopted the new standard by using the cumulative effect method (modified retrospective approach) and, accordingly, the comparative information has not been restated.

Service Cost. Our service cost decreased to INR 936.4 million (USD 13.5 million) in the three months ended December 31, 2018 from INR 1,402.7 million (USD 20.2 million) in the three months ended December 31, 2017 on account of a decrease in our sales of holiday packages due to our decision to shut down our physical retail sales locations in our drive towards profitability.

Adjusted Revenue(1) Our Adjusted Revenue increased by 16.6% to INR  2,331.3 million (USD  33.5 million) in the three months ended December 31, 2018 from INR  1,999.5 million (USD  28.7 million) in the three months ended December 31, 2017. In the quarter ended December 31, 2018, Adjusted Revenue(1) includes the add-back of INR  961.0 million (USD  13.8 million) of expenses in the nature of consumer promotion and certain loyalty program costs reduced from revenue. These expenses have been added back to calculate Adjusted Revenue, with the accompanying increase in marketing and sales promotions expenses, to more accurately reflect the way the Company views its ongoing business. Under IFRS 15, these expenses are required to be reduced from Revenue, an IFRS measure. The growth in Adjusted Revenue resulted mainly from an increase of 5.7% in our Adjusted Revenue from Air Ticketing along with an increase of 10.5% in our Adjusted Revenue from Hotels and Packages and an increase of 108.6% in Others (Including Other Income) which primarily consists of cross sell, advertisement income and government grants.

The following table reconciles our Revenue (an IFRS measure) to Adjusted Revenue (a non-IFRS measure) for the periods indicated. For further details, see the section below titled “Certain Non-IFRS Measures.”

Reconciliation of Revenue (an IFRS measure) to Adjusted Revenue (a non-IFRS measure)

	Air ticketing		Hotels and Packages				Others		Total
Amount in INR thousands	Three months ended December 31,
(Unaudited)	2017	2018	2017		2018		2017	2018	2017		2018
Revenue	1,370,398	841,646	1,840,025		1,079,827		150,020	283,267	3,360,443		2,204,740
Customer promotional expenses	—	606,433	—		339,787		—	14,808	—		961,028
Service cost	—	—	(1,402,685	)	(936,447	)	—	—	(1,402,685	)	(936,447	)
Other income	—	—	—		—		—	—	41,749		101,994
Adjusted Revenue	1,370,398	1,448,079	437,340		483,167		150,020	298,075	1,999,507		2,331,315

(1) See the section below titled “Certain Non-IFRS Measures.”

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Air Ticketing. Revenue from our Air Ticketing business was INR  841.6 million (USD  12.1  million) in the three months ended December 31, 2018 against INR  1,370.4  million (USD  19.7 million) in the three months ended December 31, 2017. Adjusted Revenue(1)  from our Air Ticketing business increased to INR  1,448.1 million (USD  20.8 million) in the three months ended December 31, 2018 against INR  1,370.4  million (USD  19.7 million) in the three months ended December 31, 2017.

In the quarter ended December 31, 2018, Adjusted Revenue(1) for Air Ticketing includes the addition of INR  606.4  million (USD   8.7 million) of consumer promotion and loyalty program costs, which reduced revenue as per IFRS 15. Growth in Adjusted Revenue(1) from Air Ticketing for the quarter was driven by an increase in gross bookings of 13.4% to INR  23.2  billion (USD  0.3 billion) in the three months ended December 31, 2018, as compared to INR  20.4 billion (USD 0.3 billion) in the three months ended December 31, 2017.

Our Net Revenue Margin in the current quarter decreased to 6.2% from 6.7% for the corresponding period last year due to a change in business mix. The Net Revenue Margin in the current quarter increased from 5.7% margin in the sequential previous quarter and from 5.2% margin for the three months ended June 30, 2018.

Hotels and Packages. Revenue from our Hotels and Packages business was INR  1,079.8  million (USD  15.5 million) in the three months ended December 31, 2018 against INR  1,840.0  million (USD  26.4 million) in the three months ended December 31, 2017. Adjusted Revenue(1) for this segment increased by 10.5% to INR  483.2  million (USD  6.9 million) in the three months ended December 31, 2018 from INR  437.3 million (USD  6.3 million) in the three months ended December 31, 2017. In the quarter ended December 31, 2018, Adjusted Revenue(1) for Hotels & Packages includes the add-back of INR  339.8 million (USD  4.9 million) of customer promotional expenses, which had been reduced from revenue as per IFRS 15. This growth was due to a change in business mix in favour of standalone hotel roomnights which grew 19.2% and a decline in Holiday Package sales due to our decision to shut down our physical retail sales locations in our drive towards profitability. Net Revenue Margin for the segment during the current quarter improved to 15.1% from 12.5% for the three months ended December 31, 2017, 13.7% for the three months ended September 30, 2018 and 12.9% for the three months ended June 30, 2018.

Other Revenue. Our other revenue was INR 283.3 million (USD 4.1 million) in the three months ended December 31, 2018, an increase from INR 150.0 million (USD 2.2 million) in the three months ended December 31, 2017, primarily due to the increase in Other Income, as described below. Adjusted Revenue(1) for this segment increased by 98.7% to INR 298.1 million (USD 4.3 million) in the three months ended December 31, 2018 from INR 150.0 million (USD 2.2 million) in the three months ended December 31, 2017. In the quarter ended December 31, 2018, Adjusted Revenue(1) includes an add-back of INR 14.8 million (USD 0.2 million) of consumer promotion expenses reduced from revenue as per IFRS 15. This increase in Adjusted Revenue(1) was primarily due to increase in advertisement and alliances income.

Other Income. Our other income increased to INR 102.0 million (USD  1.5 million) in the three months ended December 31, 2018 from INR  41.7 million (USD  0.6 million) in the three months ended December 31, 2017. This increase was primarily due to the entitlement of a grant from Government of India.

Personnel Expenses. Our personnel expenses decreased by 17.5% to INR  594.4 million (USD  8.5 million) in the three months ended December 31, 2018 from INR  720.4 million (USD  10.4 million) in the three months ended December 31, 2017. This decrease was primarily due to (i) a decrease in employee share-based payment expenses to INR  33.8 million (USD  0.5 million)  in the three months ended December 31, 2018 from INR  132.4 million (USD  1.9 million) in the three months ended December 31, 2017 and (ii) the outsourcing of customer contact centres. Personnel expenses, as a percentage of Adjusted Revenue(1) declined to 25.5% for the current quarter from 36.0% for the quarter ended December 31, 2017. Excluding employee share-based compensation costs for three months ended December 31, 2018 and December 31, 2017, personnel expenses decreased by 4.7% in the three months ended December 31, 2018.

Marketing and Sales Promotion Expenses. Marketing and sales promotion expenses decreased by 83.9% to INR  165.8 million (USD  2.4 million) in the three months ended December 31, 2018 from INR  1,029.9 million (USD  14.8 million) in the three months ended December 31, 2017, post adoption of IFRS 15 on April 1, 2018. Adding back the expenses for consumer promotions and loyalty program costs, which have been reduced from Revenue per IFRS 15, our marketing spend would have been INR  1,126.9  million (USD  16.2  million), 9.4% higher year-over-year for the quarter, which was lower than the growth in Adjusted Revenue(1) of 16.6%.

Other Operating Expenses. Other operating expenses increased by 3.7% to INR  798.1 million (USD  11.5 million) in the three months ended December 31, 2018 from INR  769.8  million (USD  11.1 million) in the three months ended December 31, 2017 primarily due to an increase in payment gateway expense and call centre outsourcing expenses, which were partially offset by a decrease in IT and communication expense, travel expense and the provision for doubtful debts.

(1) See the section below titled “Certain Non-IFRS Measures.”

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Adjusted EBITDA loss(1). Due to the forgoing factors and operational efficiencies, Adjusted EBITDA loss(1) decreased to INR 154.3 million (USD 2.2 million) in the three months ended December 31, 2018 from INR 388.3 million (USD 5.6 million) in the three months ended December 31, 2017.

Depreciation and Amortization. Our depreciation and amortization expenses increased by 24.0% to INR 137.8 million (USD 2.0 million) in the three months ended December 31, 2018 from INR 111.1 million (USD 1.6 million) in the three months ended December 31, 2017 primarily as a result of an increase in amortization expense.

Results from Operations. As a result of the foregoing factors, our results from operating activities was a loss of INR 325.9 million (USD 4.7 million) in the three months ended December 31, 2018. Our loss for the three months ended December 31, 2017 was INR 631.7 million (USD 9.1 million). Excluding the employee share-based compensation costs, Adjusted Results from Operations(1) would have been INR 292.1 million (USD 4.2 million) for three months ended December 31, 2018 as compared to INR 499.4 million (USD 7.2 million) for three months ended December 31, 2017.

Share of Loss of Joint Venture. This loss pertains to a joint venture investment that engages in adventure travel activities. Our loss from this joint venture decreased to INR 2.8 million (USD 0.1 million) in the three months ended December 31, 2018 from INR 3.9 million (USD 0.1 million) in the three months ended December 31, 2017.

Finance Income. Our finance income decreased to INR 11.6 million (USD 0.2 million) in the three months ended December 31, 2018 from INR 17.4 million (USD 0.3 million) in the three months ended December 31, 2017. The decrease was primarily due to decrease in the interest income from our bank deposits.

Finance Costs. Our finance costs decreased to INR 62.3 million (USD 0.9 million) in the three months ended December 31, 2018 as compared to INR 70.2 million (USD 1.0 million) in the three months ended December 31, 2017. The decrease was mainly due to a reduction in interest paid on borrowing facilities due to reduction in borrowings.

Change in fair value of warrants. The change in the fair market value of warrants resulted in a gain of INR 529.2 million (USD 7.6 million) in the three months ended December 31, 2018.

Income Tax Expense. Our income tax expense during the three months ended December 31, 2018 was INR 12.4 million (USD 0.2 million) compared to an expense of INR 17.6 million (USD 0.3 million) during the three months ended December 31, 2017.

Profit for the Period. As a result of the foregoing factors, our profit in the three months ended December 31, 2018 was INR 137.5 million (USD 2.0 million) as compared to a profit of INR 232.3 million (USD 3.3 million) in the three months ended December 31, 2017. Excluding the employee share based compensation costs and net change in fair value of warrants, the Adjusted Loss(1) would have been INR 357.9 million (USD 5.1 million) for three months ended December 31, 2018 and INR 573.7 million (USD 8.2 million) for three months ended December 31, 2017.

Basic Profit per Share. Basic profit per share was INR 3.10 (USD 0.04) in the three months ended December 31, 2018 as compared to basic profit per share of INR 7.09 (USD 0.10) in the three months ended December 31, 2017. After excluding the employee share-based compensation costs and net change in fair value of warrants, Adjusted Basic Loss per Share(1) would have been INR 7.63 (USD 0.11 ) in the three months ended December 31, 2018 as compared to INR 16.37 (USD 0.24) in the three months ended December 31, 2017.

Diluted Profit per Share. Diluted profit per share was INR 2.90 (USD 0.04) in the three months ended December 31, 2018 as compared to diluted profit per share of INR 6.38 (USD 0.09) in the three months ended December 31, 2017. After excluding the employee share-based compensation costs and net change in fair value of warrants, Adjusted Diluted Loss per Share(1) would have been INR 7.56 (USD 0.11 ) in the three months ended December 31, 2018 as compared to INR 15.74 (USD 0.23 ) in the three months ended December 31, 2017.

Liquidity. As of December 31, 2018, the balance of cash and cash equivalents and term deposits on our balance sheet was INR 3,790.2 million (USD 54.5 million) as compared to INR 3,477.2 million (USD 50.0 million) as on March 31, 2018.

Conference Call

Yatra will host a conference call to discuss the Company’s unaudited results for the three months ended December 31, 2018 beginning at 8:30 AM Eastern Time (or 7:00 PM India Standard Time) on January 31, 2019. To participate, please use US/International dial-in

(1) See the section below titled “Certain Non-IFRS Measures.”

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number: +1 929-477-0448. Thereafter, callers will be prompted to enter the Conference ID: 2973922 (Callers should dial in a few minutes before the start time and give the operator the conference ID number).

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 Adjusted Revenue, which is a non-IFRS measure. Effective April 1, 2018, we adopted the new revenue recognition standard, IFRS 15, under which promotional expenses in the nature of customer inducement/acquisition costs for acquiring customers and promoting transactions across various booking platforms, such as upfront cash incentives and select loyalty programs cost, some of which, when incurred were previously recorded as marketing and sales promotion costs, are now being recorded as a reduction of revenue.

We believe that Adjusted Revenue 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 Adjusted revenue 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 Adjusted Revenue, 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. These non-IFRS measures exclude employee share-based compensation cost, depreciation and amortization, re-measurement of contingent consideration 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-IFRS measures reflect adjustments based on the following:

·Employee share-based compensation cost - The compensation cost to be recorded is dependent on varying available valuation methodologies and subjective assumptions that companies can use while valuing these expenses especially when adopting IFRS 2 “Share-based Payment”. Thus, the management believes that providing non-IFRS measures that exclude such expenses allows investors to make additional comparisons between our operating results and those of other companies.

·Change in fair value of warrants - Consequent to consummation of the business combination, the Company assumed 34.67 million warrants having a right to subscribe for 17.33 million ordinary shares of Yatra Online, Inc. and the warrants issued to the Silicon Valley Bank and Macquarie Corporate Holdings PTY Limited. 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-IFRS measures.

·Re-measurement of contingent consideration — The contingent consideration relates to the payment to be made under business combination agreement, based on the certain performance conditions of the acquired business. This is due for final measurement and final payment to the former shareholders of ATB.

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-IFRS measures exclude share-based compensation cost, re-measurement of contingent consideration 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 Profit/(loss) for the period (an IFRS measure) to Adjusted EBITDA (Loss) (a non-IFRS measure) for the periods indicated:

6

Reconciliation of Adjusted EBITDA (Loss) (unaudited)	Three months ended December 31,				Nine months ended December 31,
Amount in INR thousands	2017		2018		2017		2018
Profit/(loss) for the period as per IFRS	232,311		137,512		(3,671,053	)	(334,347	)
Employee share-based compensation costs	132,367		33,772		587,688		278,030
Depreciation & amortization	111,128		137,835		302,923		408,111
Share of loss of joint venture	3,918		2,754		7,043		9,813
Finance income	(17,405	)	(11,629	)	(73,838	)	(29,567	)
Finance costs	70,199		62,251		104,364		150,562
Change in fair value of warrants - loss/( gain)	(938,382	)	(529,215	)	1,417,672		(1,808,023	)
Remeasurement of contingent consideration	—		—		—		485,282
Tax expense	17,609		12,407		38,125		45,089
Adjusted EBITDA (Loss)	(388,255	)	(154,313	)	(1,287,076	)	(795,050	)

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 December 31,				Nine months ended December 31,
Amount in INR thousands	2017		2018		2017		2018
Results from operations (as per IFRS)	(631,750	)	(325,920	)	(2,177,687	)	(1,966,473	)
Employee share-based compensation costs	132,367		33,772		587,688		278,030
Remeasurement of contingent consideration	—		—		—		485,282
Adjusted Results from Operations	(499,383	)	(292,148	)	(1,589,999	)	(1,203,161	)

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

Reconciliation of Adjusted Loss (unaudited)	Three months ended December 31,				Nine months ended December 31,
Amount in INR thousands	2017		2018		2017		2018
Profit/(loss) for the period (as per IFRS)	232,311		137,512		(3,671,053	)	(334,347	)
Employee share-based compensation costs	132,367		33,772		587,688		278,030
Change in fair value of warrants - loss/( gain)	(938,382	)	(529,215	)	1,417,672		(1,808,023	)
Remeasurement of contingent consideration	—		—		—		485,282
Adjusted Loss for the Period	(573,704	)	(357,931	)	(1,665,693	)	(1,379,058	)

The following tables reconcile Basic and Diluted Earnings /(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 Loss (Per Share)	Three months ended December 31,				Nine months ended December 31,
(unaudited) Amount in INR	2017		2018		2017		2018
Basic Earnings/(loss) per share (as per IFRS)	7.09		3.10		(106.31	)	(7.04	)
Employee share-based compensation costs	3.77		0.72		16.90		6.43
Change in fair value of warrants - loss/( gain)	(27.23	)	(11.45	)	41.49		(42.46	)
Remeasurement of contingent consideration	—		—		—		11.40
Adjusted Basic Loss Per Share	(16.37	)	(7.63	)	(47.92	)	(31.67	)

Reconciliation of Adjusted Diluted Loss (Per Share)	Three months ended December 31,				Nine months ended December 31,
(unaudited) Amount in INR	2017		2018		2017		2018
Diluted Earnings/(loss) per share (as per IFRS)	6.38		2.90		(106.31	)	(7.72	)
Employee share-based compensation costs	3.64		0.71		16.90		6.42
Change in fair value of warrants - loss/( gain)	(25.76	)	(11.18	)	41.49		(41.73	)
Remeasurement of contingent consideration	—		—		—		11.20
Adjusted Diluted Loss Per Share	(15.74	)	(7.57	)	(47.92	)	(31.83	)

7

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

Reconciliation of Revenue (an IFRS measure) to Adjusted Revenue (a non-IFRS measure)

	Air ticketing		Hotels and Packages				Others		Total
Amount in INR thousands	Three months ended December 31,
(Unaudited)	2017	2018	2017		2018		2017	2018	2017		2018
Revenue	1,370,398	841,646	1,840,025		1,079,827		150,020	283,267	3,360,443		2,204,740
Customer promotional expenses	—	606,433	—		339,787		—	14,808	—		961,028
Service cost	—	—	(1,402,685	)	(936,447	)	—	—	(1,402,685	)	(936,447	)
Other Income	—	—	—		—		—	—	41,749		101,994
Adjusted Revenue	1,370,398	1,448,079	437,340		483,167		150,020	298,075	1,999,507		2,331,315

	Air ticketing		Hotels and Packages				Others		Total
Amount in INR	Nine months ended December 31,
thousands (Unaudited)	2017	2018	2017		2018		2017	2018	2017		2018
Revenue	3,633,832	2,514,600	4,878,962		3,902,139		450,047	683,428	8,962,841		7,100,167
Customer promotional expenses	—	1,561,307	—		939,959		—	53,019	—		2,554,285
Service cost	—	—	(3,683,083	)	(3,402,633	)	—	—	(3,683,083	)	(3,402,633	)
Other Income	—	—	—		—		—	—	48,354		215,830
Adjusted Revenue	3,633,832	4,075,907	1,195,879		1,439,465		450,047	736,447	5,328,112		6,467,649

Safe Harbor Statement

This earnings release contains certain statements concerning the Company’s future growth prospects and forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company’s current expectations, assumptions, estimates and projections about the Company and its industry. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “project,” “seek,” “seem,” “should” and similar expressions. Such statements include, among other things, management’s beliefs as well as our strategic and operational plans. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the slow-down of economic growth in India and the global economic downturn, general declines or disruptions in the travel industry, volatility in the trading price of our shares, our reliance on our relationships with travel suppliers and strategic alliances, failure to further increase our brand recognition to obtain new business partners and consumers, failure to compete against new and existing competitors, failure to successfully manage current growth and potential future growth, risks associated with any strategic investments or acquisitions, seasonality in the travel industry in India and overseas, failure to successfully develop our corporate travel business, damage to or failure of our infrastructure and technology, loss of services of our key executives, and inflation in India and in other countries. These and other factors are discussed in our reports filed with the U.S. Securities and Exchange Commission. All information provided in this earnings release is provided as of the date of issuance of this earnings release, and we do not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Yatra Online, Inc.

Yatra Online, Inc. is the parent company of Yatra Online Pvt. Ltd. which is based in Gurugram, India, and is India’s leading Corporate Travel services provider, with over 800 corporate customers, and one of India’s leading online travel companies. Yatra operates the website Yatra.com and provides information, pricing, availability, and booking facility for domestic and international air travel, domestic and international hotel bookings, holiday packages, buses, trains, in city activities, inter-city and point-to-point cabs,

8

homestays and cruises. As a leading platform of accommodation options, Yatra provides real-time bookings for more than 100,000 hotels in India and over 1,000,000 hotels around the world.

Launched in August 2006, Yatra was ranked the Most Trusted E-Commerce Travel Brand in India in the Economic Times Brand Equity Survey 2016 for a second successive year, and won the National Tourism Award for ‘Best Domestic Tour Operator (Rest of India)’ at the India Tourism Awards held in September 2017 for a third successive year.

For more information, please contact:

Manish Hemrajani

Yatra Online, Inc.

VP, Corporate Development and Investor Relations

+1-646-875-8380

manish.hemrajani@yatra.com

9

Yatra Online, Inc.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS FOR THREE MONTHS AND NINE MONTHS ENDED DECEMBER 31, 2018

(Amounts in thousands, except per share data and number of shares)

	Three months ended December 31,						Nine months ended December 31,
	2017		2018				2017		2018
	INR		INR		USD		INR		INR		USD
Revenue
Rendering of services	3,238,824		1,935,433		27,816		8,586,966		6,453,953		92,756
Other revenue	121,619		269,307		3,870		375,875		646,215		9,287
Total revenue	3,360,443		2,204,740		31,686		8,962,841		7,100,168		102,043
Other income	41,749		101,994		1,466		48,354		215,831		3,102
Service cost	1,402,685		936,447		13,459		3,683,083		3,402,632		48,902
Personnel expenses	720,381		594,443		8,543		2,159,992		2,040,715		29,329
Marketing and sales promotion expenses	1,029,934		165,829		2,383		3,010,680		651,071		9,357
Other operating expenses	769,814		798,100		11,470		2,032,204		2,779,943		39,953
Depreciation and amortization	111,128		137,835		1,981		302,923		408,111		5,865
Results from operations	(631,750	)	(325,920	)	(4,684	)	(2,177,687	)	(1,966,473	)	(28,261	)
Share of loss of joint venture	(3,918	)	(2,754	)	(40	)	(7,043	)	(9,813	)	(142	)
Finance income	17,405		11,629		167		73,838		29,567		425
Finance cost	(70,199	)	(62,251	)	(895	)	(104,364	)	(150,562	)	(2,164	)
Change in fair value of warrants - (loss)/ gain	938,382		529,215		7,606		(1,417,672	)	1,808,023		25,985
Profit/ (loss) before taxes	249,920		149,919		2,154		(3,632,928	)	(289,258	)	(4,157	)
Tax expense	(17,609	)	(12,407	)	(178	)	(38,125	)	(45,089	)	(648	)
Profit/ (loss) for the period	232,311		137,512		1,976		(3,671,053	)	(334,347	)	(4,805	)
Other comprehensive income/(loss)
Items not to be reclassified to profit or loss in subsequent periods (net of taxes)
Remeasurement loss on defined benefit plan	3,748		(9,524	)	(137	)	(5,332	)	(6,828	)	(98	)
Items that are or may be reclassified subsequently to profit or loss (net of taxes)
Foreign currency translation differences	71,846		(40,676	)	(585	)	32,225		(74,509	)	(1,071	)
Other comprehensive income / (loss) for the period, net of tax	75,594		(50,200	)	(722	)	26,893		(81,337	)	(1,169	)
Total comprehensive profit/ (loss) for the period, net of tax	307,905		87,312		1,254		(3,644,160	)	(415,684	)	(5,974	)
Loss attributable to:
Owners of the Parent Company	244,308		143,297		2,059		(3,632,019	)	(299,623	)	(4,306	)
Non controlling interest	(11,997	)	(5,785	)	(83	)	(39,034	)	(34,724	)	(499	)
Profit/ (loss) for the period	232,311		137,512		1,976		(3,671,053	)	(334,347	)	(4,805	)
Total comprehensive income/ (loss) attributable to :
Owners of the Parent Company	319,835		93,246		1,339		(3,605,029	)	(380,861	)	(5,474	)
Non controlling interest	(11,930	)	(5,934	)	(85	)	(39,131	)	(34,823	)	(500	)
Total comprehensive income/ (loss) for the period	307,905		87,312		1,254		(3,644,160	)	(415,684	)	(5,974	)
Earnings / loss per share
Basic	7.09		3.10		0.04		(106.31	)	(7.04	)	(0.10	)
Diluted	6.38		2.90		0.04		(106.31	)	(7.72	)	(0.11	)
Weighted average no. of shares
Basic	34,456,263		46,217,732		46,217,732		34,165,092		42,586,612		42,586,612
Diluted	36,434,881		47,336,087		47,336,087		34,165,092		43,329,014		43,329,014

Yatra Online, Inc.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT DECEMBER 31, 2018

(Amounts in thousands, except per share data and number of shares)

	March 31, 2018		December 31, 2018
	INR		INR		USD
Assets
Non-current assets
Property, plant and equipment	241,694		186,140		2,675
Intangible assets and goodwill	2,225,263		2,235,653		32,131
Prepayments and other assets	11,238		6,793		98
Other financial assets	62,259		36,009		518
Term deposits	6,187		—		—
Other non financial assets	116,939		189,327		2,721
Deferred tax asset	102,649		95,408		1,371
Total non-current assets	2,766,229		2,749,330		39,514
Current assets
Inventories	23,175		7,739		113
Trade and other receivables	4,008,871		4,269,246		61,357
Prepayments and other assets	977,822		776,533		11,160
Income tax recoverable	321,893		464,237		6,674
Other current financial assets	47,767		320,549		4,607
Other non financial assets	—		341		5
Term deposits	1,005,957		1,021,735		14,684
Cash and cash equivalents	2,465,073		2,768,462		39,788
Total current assets	8,850,558		9,628,842		138,388
Total assets	11,616,787		12,378,172		177,902
Equity and liabilities
Equity
Share capital	638		712		10
Share premium	14,962,615		18,758,742		269,600
Treasury shares	(30,084	)	(11,219	)	(161	)
Other capital reserve	832,964		857,346		12,322
Accumulated deficit	(16,002,266	)	(16,402,516	)	(235,736	)
Foreign currency translation reserve	11,215		(63,104	)	(907	)
Total equity attributable to equity holders of the Company	(224,918	)	3,139,961		45,128
Total non controlling interest	(361	)	22,627		325
Total equity	(225,279	)	3,162,588		45,453
Non-current liabilities
Borrowings	359,969		56,914		818
Deferred tax liability	44,460		40,934		588
Employee benefits	73,322		79,111		1,137
Deferred revenue	599,612		—		—
Other financial liabilities	84		10		—
Other non-financial liability	5,815		5,503		79
Total non-current liabilities	1,083,262		182,472		2,622
Current liabilities
Borrowings	491,860		1,249,531		17,958
Trade and other payables	5,049,630		4,259,859		61,222
Employee benefits	81,311		101,088		1,453
Deferred revenue	871,098		796,038		11,441
Income taxes payable	2,755		—		—
Other financial liabilities	3,016,203		1,617,361		23,245
Other current liabilities	1,245,947		1,009,235		14,508
Total current liabilities	10,758,804		9,033,112		129,827
Total liabilities	11,842,066		9,215,584		132,449
Total equity and liabilities	11,616,787		12,378,172		177,902

Yatra Online, Inc.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR NINE MONTHS ENDED DECEMBER 31, 2018

(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, 2018	638	14,962,615		(30,084	)	(16,002,266	)	832,964		11,215		(224,918	)	(361	)	(225,279	)
Loss for the period	—	—		—		(299,623	)	—		—		(299,623	)	(34,724	)	(334,347	)
Other comprehensive loss
Foreign currency translation differences	—	—		—		—		—		(74,509	)	(74,509	)	—		(74,509	)
Remeasurement loss on defined benefit plan	—	—		—		(6,729	)	—		—		(6,729	)	(99	)	(6,828	)
Total other comprehensive loss	—	—		—		(6,729	)	—		(74,509	)	(81,238	)	(99	)	(81,337	)
Total comprehensive loss	—	—		—		(306,352	)	—		(74,509	)	(380,861	)	(34,823	)	(415,684	)
Share based payments	—	—		650		2,023		275,357		—		278,030		—		278,030
Exercise of options	3	232,618		18,215		—		(250,975	)	190		51		—		51
Issuance of shares	71	3,667,843		—		—		—		—		3,667,914		—		3,667,914
Cost of issuance of shares	—	(104,334	)	—		—		—		—		(104,334	)	—		(104,334	)
Transactions with non controlling interest	—	—		—		(57,811	)	—		—		(57,811	)	57,811		—
Adjustment on adoption of IFRS 15	—	—		—		(38,110	)	—		—		(38,110	)	—		(38,110	)
Total contribution by owners	74	3,796,127		18,865		(93,898	)	24,382		190		3,745,740		57,811		3,803,551
Balance as at December 31, 2018	712	18,758,742		(11,219	)	(16,402,516	)	857,346		(63,104	)	3,139,961		22,627		3,162,588

Yatra Online, Inc.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR NINE MONTHS ENDED DECEMBER 31, 2018

(Amounts in thousands, except per share data and number of shares)

	Nine months ended December 31,
	2017		2018
	INR		INR		USD
Loss before taxes	(3,632,928	)	(289,258	)	(4,157	)
Adjustment for non-cash items	2,321,771		(732,347	)	(10,525	)
Change in working capital	123,422		(2,176,800	)	(31,285	)
Net cash used in operating activities	(1,187,735	)	(3,198,405	)	(45,967	)
Net cash (used in)/generated from investing activities	2,088,679		(502,664	)	(7,224	)
Net cash generated from financing activities	837,085		3,192,756		45,886
Net increase/(decrease) in cash and cash equivalents	1,738,029		(508,313	)	(7,305	)
Cash and cash equivalents at the beginning of the period	1,532,629		2,465,072		35,428
Effect of exchange differences on cash and cash equivalents	(8,930	)	15,888		228
Cash and cash equivalents at the end of the period	3,261,728	*	1,972,647	*	28,351

* Includes overdraft of INR 795,815  (INR 337,475  as on December 31, 2017)

Yatra Online, Inc.

OPERATING DATA

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

	For the three months ended December 31				For the nine months ended December 31,
(in thousands except %)	2017		2018		2017		2018
Quantitative details *
Air Passengers Booked	2,308		2,487		6,367		7,524
Stand-alone Hotel Room Nights Booked	504		600		1,415		1,756
Packages Passengers Travelled	46		29		131		106
Gross Bookings
Air Ticketing	20,448,781		23,189,808		56,953,974		71,523,035
Hotels and Packages	3,487,950		3,209,763		9,614,991		10,425,639
Total	23,936,731		26,399,571		66,568,965		81,948,674
Adjusted Revenue
Air Ticketing	1,370,398		1,448,079		3,633,832		4,075,907
Hotels and Packages	437,340		483,167		1,195,879		1,439,465
Others (Including Other Income)	191,769		400,069		498,401		952,277
Total	1,999,507		2,331,315		5,328,112		6,467,649
Net Revenue Margin %**
Air Ticketing	6.7	%	6.2	%	6.4	%	5.7	%
Hotels and Packages	12.5	%	15.1	%	12.4	%	13.8	%

* Quantitative details are considered on Gross basis

**Net Revenue Margin is defined as Adjusted Revenue as a percentage of Gross Bookings.

EX-99.2

Exhibit 99.2

ADVERTISING AGREEMENT BETWEEN BENNETT COLEMAN AND COMPANY LIMITED AND YATRA ONLINE PRIVATE LIMITED

INDIA NON JUDICIAL e-Stamp - . -n{,ic--4.,..,...,8 "1 Certificate No. Certificate Issued Date Account Reference Unique Doc. Reference Purchased by Description of Document Property Description Consideration Price (Rs.) IN-DL27195435234355R 09-Jan-2019 02:53 PM IMPACC (IV)/ dl721003/ DELHI/ DL-DLH SUBIN-DLDL72100359267423331048R BCCL Article 5 General Agreement Not Applicable 0 (Zero) BCCL Not Applicable BCCL 100 (One Hundred only) First Party Second Party Stamp Duty Paid By Stamp Duty Amount(Rs.) ..... ..._ .._ ...•.. _ _ _ _ ._ _ _ ..Please write or type below this line.•• _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ •. ADVERTISING AGREEMENT This advertising agreement (Advertising Agreement) is entered into at New Delhi on this 1l day ofJ'MCJMy2019 ("Execution Date") by and between: r t·•· <:Brl't 1.<:1' • ' ,, • t ,·,u.-!J I';

INDIA NON JUDICIAL !-! !.:-1- e-Stamp §_?_c:Y?.-_ -_ C ·p - _ _ _it· a-l. ...T... e_r_··r·-·i·t·-o-ry--o---f···D-· e---l-h··-·-··--i ,_ ...._,_,..,._. . . qq '"<i Certificate No. Certificate Issued Date Account Reference Unique Doc. Reference Purchased by Description of Document Property Description Consideration Price (Rs.) IN-DL27194390433972R 09-Jan-2019 02:53 PM IMPACC (IV)/ dl721003/ DELHI/ DL-DLH SUBIN-DLDL72100359265175967521R BCCL Article 5 General Agreement Not Applicable 0 (Zero) BCCL Not Applicable BCCL 50 (Fifty only) First Party Second Party Stamp Duty Paid By Stamp Duty Amount(Rs.) •...--- --. ....·-- ·--· --.._ --·.•. -----...Please write or type below th1s line , _ _ ..._ _ ....··-_ .• .._ •........_ . ...

repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) ofthe FffiST PART; AND YATRA ONLINE PRIVATE LIMITED, a company under the Companies Act, 2013, with its registered office at B2, 202, 2nd Floor, Marathon Innova, Marathon Nextgen Complex, off Gapatrao Kadam Marg, Lower Pare!(West), Mumbai 400013 and corporate office at Unit No. 1101-03, Tower-B, 111 h Floor, Unitech Cyber Park, Sector 39, Gurgaon 122002, Corporate Identity Number U63040MH2005PTC158404, Permanent Account Number AAACY2602D (hereinafter referred to as "the Company", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) of the SECOND PART; (BCCL and the Company are hereinafter refeiTed to as such or individually as "Party" and collectively as "Parties") WHEREAS: A. BCCL is, inter alia, engaged in the business of publishing various newspapers. B. BCCL being a leader in the media industry would like to support the brand-building objectives of companies through advertising. Several brands and new product categories have been built successfully through advertising in the print medium. With the advent of new and innovative media, BCCL wishes to continuously offer options for the new generation of entrepreneurs to launch, build and grow their brands through the print medium. The Company is desirous of availing of the multiplicity of media options through BCCL. C. The Company inter alia is engaged in the business of providing online travel services in India. The Company enables consumers to book air tickets, hotel rooms, holiday packages both for domestic as well as international destinations. The Company is desirous of conducting an extensive advertising campaign in Media. D. The Parties have agreed to certain terms and conditions for advertising of Company's products, services and brands in Media in accordance with the terms and conditions provided herein. NOW THEREFORE, in consideration of the mutual representations, warranties and covenants contained herein, and other good and · valuable consideration, the receipt and sufficiency of which are hereby confirmed, it is hereby agreed by and between the Parties and this Agreement witnesseth as under: ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Agreement, the following terms, to the extent not inconsistent with the context thereof, shall have the meanings assigned to them hereinbelow: 3

(a) "Associate Company (ies)", in relation to the Company, means a company (ies) in which the Company has a significant influence, but which is not a subsidiary company(ies) of the Company and includes a joint venture company. Explanation.­ For the purposes of this definition, "significant influence" means control of at least twenty per cent of total share capital, or of business decisions under an agreement; (b) Agreement shall mean this Advertising Agreement and any amendments or modifications, made to this Agreement by the Parties in writing; (c) Business Day shall mean a day on which scheduled commercial banks are open and working in their regular course of business in New Delhi, India; (d) Commencement Date shall be the Closing Date (as defmed in the Debenture Subscription Agreement), subject to payment in terms of Article 2.8 below; (e) Debenture Subscription Agreement sh ll mean the non-convertible debenture subscription agreement of even date entered into between the Company, BCCL and the Ultimate Parent. (f) Down Payment shall have the meaning set out in Article 2.8; (g) Media shall mean Print Media, Non BCCL Print Media and Non-Print Media collectively; (h) Media Entity shall mean the entity through which such Media is offered; (i) Non-Print Medium/Media shall mean all or any of the following: (i) Internet portals Indiatimes.com, toi.com, economtctlmes.com, simplymarry.com, yolist.com and timesjob.com owned by Times Internet Limited; Internet portal cricbuzz.com owned by Akuate Internet Services Private Limited; Music streaming service-Ganna, chat-based app-Haptik and sports channel Willow TV, all housed in entities which are associates Times Internet Limited; television channels owned by BCCL; television channels owned by Zoom Entertainment Network Limited; existing bus-shelters and hoardings owned and operated by Times Innovative Media Limited (but not including hoardings at Delhi Airport); internet portal magicbricks.com owned by Magic Bricks Realty Services Limited; FM radio channel Radio Mirchi and FM ISHQ 104.8 owned Entertainment Network India Limited; SMS service on the mobile platforms offered by Times Internet Limited. (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (j) Non BCCL Print Medium/Media shall mean (i) Medianet initiatives owned or offered by Times Internet Limited; (ii) newspaper Vijay Karnataka published by Metropolitan Media Company Limited; and (iii) magazines published and/or marketed through the World Wide Media Limited; (k) NCD shall have the meaning assigned to its under the Debenture Subscription Agreement; 4

Ultimate Parent shall mean Yatra Online, Inc., a company established under the laws of Cayman Islands and having its registered office at Maples Corporate Services Ltd., PO Box 309, Ugland House, Grand Cayman, KYl-1104 Cayman Island; and (I) (m) Print Media shall mean all newspapers, published and/ or distributed by BCCL in any language within the territory of India. 1.2 Interpretation (a) Any reference in this Agreement to any statute or statutory provision shall be construed as including a reference to that statute or statutory provision as from time to time amended, modified, extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments, orders and regulations for the time being made pursuant to it or deriving validity from it. (b) The meanings set forth for defined terms in this Article and all pronouns shall be equally applicable to both the singular and plural, masculine, feminine or neuter forms as the context may require. (c) All references in this Agreement to Exhibits are to exhibits in or to this Agreement unless otherwise specified therein. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words "include", "including" and "among other things" shall be deemed to be followed by ''without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import. (d) References in this Agreement to any document or agreement shall be deemed to include references to such document or agreement as amended, varied, restated, supplemented or replaced from time to time in accordance with the terms thereof and to include any side letters executed in connection therewith, except as otherwise provided in this Agreement. (e) The headings/captions of the several Articles and clauses of this Agreement are intended for .convenience only and shall not in any way affect the meaning or construction of any provision therein. (f) References to writing include printing, typing, lithography and other means of reproducing words in a visible form. (g) Time is of the essence in the performance of the Parties' respective obligations. Any time period specified herein may be extended only if confirmed in writing by both the Parties, and such extended time shall also be of the essence. (h) The recitals stated above shall be read with and form a part of this Agreement. ARTICLE2 AGREEMENT TO ADVERTISE 2.1 The Company hereby agrees to advertise, during the Term, on a non-exclusive basis only, the products, services and brands owned and exclusively used by it or its subsidiary or Associate Companies in accordance with the extant policies applicable to the respective Media and BCCL hereby agrees to ensure that such advertisements 5

are carried in the Media in accordance with the terms and conditions set out in this Agreement. 2.2 This Agreement shall cover advertisements relating to corporate campaigns, fmancial information and recruitment requirements of the Company but shall not cover the release of advertisements for: (i) any product that in any manner makes use of silk or leather or alcohol or tobacco, and/or (ii) any product that contains any kind of non­ vegetarian food, and/or (iii) gambling. This Agreement shall cover advertisement of any co-branded products of the Company, provided that: (a) Such advertisements shall primarily be for the advertisement of products and services of the Company; and In such advertisements the product and logo associated with the brand(s) of the Company shall get equal or more prominence over the product and logo associated with the brand(s) not owned by the Company. (b) 2.3 It is clarified that: (i) the agency commission, if any, payable by the Company to an advertising agency, shall not form a part of the Total Commitment; (ii) the Total Commitment shall not be utilised in relation to an event, sponsorship of an event, and/or any activity that requires the relevant Media Entity to make payment to a third party & (iii) all taxes including Goods and Services Tax (as per applicable law) shall be paid by the Company, over and above the payments made by the Company to the relevant Media Entity in terms of Article 2.8 and Article 2.9 of this Agreement and (iv) any future taxes payable, if any, on release of advertisements, shall be paid by the Company and shall be over and above the payments made by the Company to BCCL in terms of Article 2.4, Article 2.8 and Article 2.9 this Agreement. 2.4 The Company hereby agrees to place advertisements of the value ofRs. 30,00,00,000/­ (Rupees Thirty Crore only), net of agency commission in the Media (the "Total Commitment"), during the Term. 2.5 The Company shall be entitled to utilise not more than 30% (Thirty Percent) - out of its Total Commitment towards release of advertisements in Non-Print Media. I The Company or the advertising agency, as the case may be, shall ensure that any release order for advertisements being released in terms of this Agreement shall bear the following words: "This release order is being made in terms of the Advertising Agreement entered into between BCCL and Yatra Online Private Limited' and quote the BCCL reference code that is allotted to the Company. Advertisements in terms of release orders not bearing the said words and the BCCL reference code shall be treated as advertisements in the normal course of business and shall not be considered as a release in tenns of this Agreement. 2.6 2.7 The Parties agree that upon release of advertisements by the Company, the relevant Media Entity shall raise invoices for the advertisements released by it as per such Media Entity's extant policy. 2.8 The Company hereby agrees to make the payment to BCCL of the sum of Rs.l9,50,00,000/-(Rupees Nineteen Crore Fifty Lakh only) ("Down Payment") (alongwith applicable Goods and Services Tax), no later than 3 (Three) days from the Execution Date. Such payment shall be made by real time gross settlement (RTGS) or national electronic fund transfer (NEFT) or such other means that is mutually acceptable to the Parties. 6

2.9.1 The Company or its advertising agency shall make payment to the relevant Media Entity (as applicable) such amounts (alongwith the applicable Goods and Services Tax) as follows: 2.9.1.1 60% (Sixty percent) of the value of advertisements released in the hoardings presently managed by Times Innovative Media Ltd. at Mumbai Airport; 40% (Forty percent) of the value of advertisements released in other media properties of Times Innovative Media Ltd. 35% (Thirty Five percent) of the value of advertisements released in any other Media; 2.9.1.2 2.9.1.3 Such amounts shall be paid by the Company or the Company's advertising agency through RTGS or NEFT or such other means that are mutually acceptable to the relevant Media Entity and the Company, in accordance with the extant policy of the relevant Media Entity as and when the Company releases the advertisement. 2.9.2 The balance 40% (Forty percent), 60% (Sixty percent) or 65% (Sixty Five percent), as the case may be, of the value of the advertisement released in relevant Media shall be adjusted out of the Down Payment. 2.10 If required and applicable, the Company hereby authorises BCCL to make payment towards release of advertisements in Non BCCL Print Media and Non-Print Media (as applicable) utilised in terms of this Agreement, to the respective Media Entity on behalf of the Company, out of the amount of the Down Payment paid by the Company to BCCL. 2.11 BCCL and the Company hereby agree and confirm that the rates for various advertisements in the Media shall be in accordance with the extant policies of the specific Media at the time of placing such advertisements. It is specifically clarified that the choice of space and slot in respect of advertisements by the Company in Media shall be subject to the availability of space or slot in the relevant Media as sought by the Company. 2.12 The Company acknowledges and recognizes that based on the Total Commitment undettaken by it under Article 2.4 of this Agreement, BCCL has made necessary arrangements to ensure that the advertising space in Media, will be available to the Company for the advertisement of its products/services during the Term of this Agreement. In view of the said arrangement made by BCCL, the Parties hereby agree that any failure by the Company to meet its Total Commitment, may cause considerable loss to BCCL and to mitigate such loss, the Company has agreed that it shall not be entitled to refund of any part of the amount paid under this Agreement under any circumstances and such amount shall only be set off against the advertisements to be placed in Media in the manner provided herein. Accordingly, any part of the Down Payment unutilised in terms of Article 2.4 above, shall stand forfeited. It is specifically agreed that, any termination of the Agreement for any reason, other than for a material breach by BCCL of its obligations under this Agreement, in terms of Article 5 shall result in the forfeiture of the Down Payment remaining unutilised at the time of such termination.

(a) the Company and/or the Ultimate Parent shall be liable to partially redeem the NCD and accordingly pay only the Adjusted Redemption Amount, as calculated below, under the Debenture Subscription Agreement,: Adjusted Redemption Amount = NCD Subscription Amount (as defined in the Debenture Subscription Agreement) reduced by the difference of the Down Payment and amount utilised by the Company. under this Agreement)+ Adjusted NCD Interest i.e. NCD Interest calculated on NCD Subscription Amount (as defined in the Debenture Subscription Agreement) reduced by the difference of the Down Payment and amount utilised by the Company under this Agreement. (b) BCCL shall be entitled to appropriate the unutilised Down Payment towards repayment of the balance Redemption Amount i.e. Redemption Amount minus the Adjusted Redemption Amount, and the Company hereby consents to the same and in the event of any such appropriation, NCD issued under the Debenture Subscription Agreement shall stand fully redeemed. (c) Upon the redemption and appropriation ofNCD in terms of(a) and of(b) above, the Company and Ultimate Parent shall stand absolved from its redemption obligations under the Debenture Subscription Agreement. 2.13 The Parties agree and confirm that, as regards release of advertisements in Non BCCL Print Media and Non-Print Media, BCCL is acting as a facilitator and not as an agent or principal of the relevant Media Entities. 2.14 The Company agrees that this Agreement merely governs the arrangement between BCCL and the Company whereby BCCL will sell advertisement space in the Media to the Company. The Company, however, agrees that the relevant Media Entity shall retain full editorial independence in respect of the content in any Media to feature any articles, views, comments, features, news articles and so on, on the activities of the Company and on the Company, notwithstanding the terms of this Agreement. The Company hereby acknowledges and agrees that the Company will not be entitled to any preferential treatment in this regard by the relevant Media Entity, on account of the Company entering into this Agreement with BCCL. ARTICLE3 TERM This Agreement shall commence from the Commencement Date and continue for a period of 5 (Five) years on and from the Commencement Date (the "Term"), unless terminated earlier by the Parties in accordance with Article 5 of the Agreement. · ARTICLE 4 REPRESENTATIONS, WARRANTIES AND COVENANTS 4.1 Each Party hereby represents and warrants to the other party as follows:

4.1.2 Authority and Enforceability: It has all necessary power, authority and approvals to execute and deliver this Agreement and to perform all of its obligations arising or created hereunder. The execution, delivery and performance of this Agreement have been duly authorized after taking all required corporate action. 4.2 The Company hereby represents and warrants that the Company or one of its subsidiary or Associate Companies is the legal owner of and has the exclusive rights, title and interest in all the brands promoted and advertised by the Company in terms of this Agreement, being the brands listed under Exhibit 1 below. The Company covenants that the brands promoted and advertised by the Company in terms of this Agreement, including the brands listed under Exhibit 1 below, shall be owned and used exclusively by the Company or its subsidiary or . Associate Companies during the Term of the Agreement. The Company further covenants that at least 5 (Five) Business Days prior to the release of advertisements relating to brand(s) other than the brands listed under Exhibit 1 below, the Company shall provide BCCL with necessary documents evidencing that it is the owner of such brand. 4.3 In respect of all advertisements to be released in Media in terms ofthis Agreement, the Company shall ensure the following: 4.3.l That the Company shall be the owner of all rights to such advertisements; 4.3.2 That release of such advertisements shall not result in a violation of rights of any other entity; and . 4.3.3 That release of such advertisements shall not result in a violation of any applicable law. 4.4 Each of the representations, warranties, covenants and undertakings, shall be construed as a separate representation, warranty, covenant or undertaking, as the case may be, and shall not be limited by the terms of any other representation, warranty, covenant or undertaking or by any other term of this Agreement. ARTICLES TERMINATION 5.1 Either Party (the "Non Defaulting Party") may terminate this Agreement at any time in the event of a material breach by the other Party (the "Defaulting Party") of any of its obligations under this Agreement, which breach, if capable of cure or remedy, has not been cured or remedied by the Defaulting Party within 60 (sixty) days of the receipt of written notice of such breach or failure from the Non Defaulting Party. 5.2 Either Party shall be entitled to terminate the agreement in case of a material breach by the other Party, of the terms of any other agreement that the Parties may have entered into with each other, including the Debenture Subscription Agreement. The Company hereby authorises BCCL to set-off the Down Payment against any other amount due by the Company, on account of any advertisement or media spent as contemplated under this Agreement, to the relevant Media Entity. 9

6.1 Notices 6.1.1 Any Notice or other communication required to be sent under this Agreement shall be sent or delivered to the receiving party at the postal address and e-mail set forth below, or at such other address as the Parties may from time to time designate in writing: Ifto BCCL: Address: Bennett, Coleman and Company Limited, Times House, 7, Bahadurshah Zafar Marg, New Delhi 110103 Attention: Email: Director - Corporate Legal corporatelegalnotices@timesgroup.com If to the Company: Address: Yatra Online Private Limited UnitNo. 1101 - 03, Tower-B, ll 1hFloor Unitech Cyber Park, Sector 39 Gurgaon - 122002 Alok Vaish - CFO alok.vaish@yatra.com Attention: Email: 6.1.2 Any notice or other communication shall be sent by certified or registered mail, email, or by hand delivery. 6.1.3. · All notices referred to in this Agreement or other communications shall be deemed to have been duly given or made: (a) seven (7) working days after being deposited in the mail with postage pre-paid; and (b) if by hand delivery, upon acknowledgement of receipt by an authorised official of the parties. (c) if by email, on the day on which the email was sent. However, if the email is sent after business hours or is sent on a day other than a business day, the notice shall be deemed to have been duly given on the following business day. 6.2 Amendment No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by all the Parties. 6.3 Assignment No rights, liabilities or obligations under this Agreement shall be assigned by either of the Parties hereto without the prior written consent of the other Party hereto. Provided that, the restrictionsimposed by this Article 6.3, shall not be applicable to assignment by BCCL of its rights and obligations under this Agreement to any of its holding companies, subsidiaries, affiliates or group companies. 10

This Agreement supersedes all prior discussions and agreements between the Parties with respect to the subject matter of this Agreement (together with any amendments or modifications thereof and policies referred to), and contains the sole and entire agreement between the Parties hereto with respect to the subject matter hereof. 6.5 Relationship None of the provisions of this Agreement shall be deemed to constitute a pat1nership between the Parties hereto and neither Party shall have any authority to bind or shall be deemed to be the agent of the other in any way except as set out herein. 6.6 Costs Each Party shall bear its own legal, accounting, professional and advisory fees, commissions and other costs and expenses incurred by it in connection with this Agreement and the transactions contemplated herein. 6.7 Dispute Resolution 6.7.1 Any and all disputes or differences between BCCL and the Company arising out of or in connection with this Agreement or its performance shall, so far as it is possible, be settled by negotiations between the Parties amicably through consultation between a representative on behalf ofBCCL and a representative on behalf of the Company. 6.7.2 Any dispute or difference arising out of or in connection with this Agreement, which cannot be amicably settled within 30 (thirty) days, shall be referred at the request in writing of either Party to binding arbitration by 1 (one) arbitrator to be appointed by mutual agreement between the Company and BCCL. If the Company and BCCL cannot mutually agree upon the same, then the dispute shall be decided by arbitration by a panel of3 (three) arbitrators, one arbitrator each being appointed by the Company and BCCL and the third arbitrator being appointed in accordance with the Arbitration and Conciliation Act, 1996 or any amendment thereof. The language of arbitration shall be English and the venue of arbitration shall be New Delhi and the award shall be given at New Delhi. 6.7.3 Each Party shall bear and pay its own costs and expenses in connection with the arbitration proceedings unless the arbitrators direct otherwise. 6.8 Governing Law This Agreement shall be governed and construed in accordance with the laws of India. 6.9 Jurisdiction Subject to the provisions of this Article 6 and for such matters which the Court may have jurisdiction under and in respect of any arbitration proceedings, and subject further to applicable laws in this regard, this Agreement shall be subject to the exclusive jurisdiction of the Courts in New Delhi. 6.10 Severability

with the parties' intent; provided that such unenforceability shall not invalidate the remaining provisions of this Agreement which shall remain in full force and effect. 6.11 Waiver No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same of any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party. 6.12 Counterparts This Agreement may be executed in counterparts, each in the like form and which when taken together shall constitute one and the same document. 6.13 Confidentiality No announcements or other disclosures concerning this agreement shall be made by any Party save in the form agreed in writing between the Parties or where required by applicable law or regulation or any Government Agency or authority and save and except such information, which is part of the public domain, provided that such information has not become part of the public domain on account of any act or omission of any of the Parties. This Article shall not apply to any disclosures made by any group company ofBCCL in the ordinary course of their publication business. 6.14 Survival Any provision or covenant of this Agreement, which expressly, or by its nature, imposes obligations beyond the expiration, or termination of this Agreement shall survive such expiration or termination. 6.15 Force Majeure Upon the occurrence of an event of force majeure which restricts, prevents or interferes with the either of the Parties performance of their obligations under this Agreement, the Parties shall meet forthwith to discuss the terms of this Agreement, in order to arrive mutually at an equitable solution. 6.16 Non-Exclusivity The Parties agree and confirm that the terms of this Agreement shall not in any manner be construed as restricting either Party from entering into a similar arrangement with any other organisation. 6.17 Disclosure of Terms The Company or Ultimate Parent shall be entitled to disclose the Agreement or the terms thereof in the offer document or any other public filings they are required to do with the appropriate regulatory or other authorities pursuant to any statutory or regulatory requirements. [REST OF THE PAGE INTENTIONALLY LEFT BLANK] 12

IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written. SIGNED AND DELNERED BY THE WITHIN NAMED BENNETT, COLEMAN AND COMPANY LIMITED BY THE HAND OF MR. (AUTHORISED SIGNATORY) IN THE PRESENCE OF: _nJ WITNESS: 1 "\f NAME AND ADDRES:s '!JJt ,..,.if l>ZM I . Ne-w j)F£ 1 #-, .. /I 0 ltJ:J. SIGNED AND DELIVERED BY THE WITHIN NAMED YATRA ONLINE PRIVATE LIMITED Jrt.f> K VI)J.J H BY THE HAND OF MR. (AUTHORISED SIGNATORY) IN THE PRESENCE OF: WITNESS: NAME AND ADDRESS ) p //0!-0 3, 7,..wtfJ...,.. uu/ N· 13

EX-99.3

Exhibit 99.3

 NON-CONVERTIBLE DEBENTURE SUBCRIPTION AGREEMENT BETWEEN BENNETT COLEMAN AND COMPANY LIMITED AND YATRA ONLINE PRIVATE LIMITED AND YATRA ONLINE, INC.

INDIA f ON JUDICIAL e-Stamp Certificate No. Certificate Issued Date Account Reference Unique Doc. Reference Purchased by Description of Document Property Description Consideration Price (Rs.) IN-DL27198081036327R 09-Jan-2019 02:56 PM IMPACC (IV)/ dl721003/ DELHI/ DL-DLH SUBIN-DLDL72100359268915065322R BCCL Article 5 General Agreement Not Applicable 0 (Zero) BCCL Not Applicable BCCL 100 (One Hundred only) First Party Second Party Stamp Duty Paid By Stamp Duty Amount(Rs.) _._ _ •..•• _ • _ •.• _ •••. ... ...._ ...Please write or type below this line_ ..._ •._ ._ .•.._. ...... ... ...........

INDIA NON JUDICIAL e-Stamp . . f!C""-P{':l" Certificate No. IN-DL27196811840832R 09-Jan-2019 02:55 PM IMPACC (IV)/ dl721003/ DELHI/ DL-DLH SUBIN-DLDL72100359268569883052R BCCL Article 5 General Agreement Not Applicable 0 (Zero) BCCL Not Applicable BCCL 100 (One Hundred only) Certificate Issued Date Account Reference Unique Doc. Reference Purchased by Description of Document Property Description Consideration Price (Rs.) First Party Second Party Stamp Duty Paid By Stamp Duty Amount(Rs.) ........................._ ......_ ........... ..Please write or type below this line........ •••••._. _ ._ ...._ ............. .

INDIA NON JUDICIAL e-Stamp Certificate No. Certificate Issued Date Account Refer ence Unique Doc. Reference Purchased by Description ot Document Property Description Consideration Price (Rs.) IN-DL27198861575931R 09-Jan-2019 02:57 PM IMPACC (IV)/ dl721003/ DELHI/ DL-DLH SUBIN-DLDL72100359286307627099R BCCL Article 5 General Agreement Not Applicable 0 (Zero) BCCL Not Applicable BCCL 500 (Five Hundred only) First Party Second Party Stamp Duty Paid By Stamp Duty Amount(Rs.) ..•....._ _ .. _ • • _ . • ....._ . . ._ ..._ _ •.• • _Please write or type below this line.. ._._ •. ._ .• _ • ••.• _ •..••.._ ••• .•...• • . AAACB4373Q (hereinafter referred to as "BCCL", wh ich expression shall, unless it be repugnant to the context or meaning thereof, be d eemed to mean and include its successors and permitted assigns) of the FIRST PART; 3 [ ln,...; !:..:np Ce;tificnLn :-:.hu•J:rl tJ.' vrifind at ··www .shc!!cls tanJ p.conl''. Any discrepnncy m the details on this C8rhficate and as ,, I rdiO f!-:> It lllVJ;IId , illF. l;),ll'irf'1,1t v . • ··• J"L: us :l .:; :;f th£., ceruflr;,i. ,, ·, n•nd'' -:: :•ltt :rt '"' t;lf> Sc. D')Ptf•nt A uthority

INDIA NON JUDICIAL e-Stamp - . {i('.-.iT{':f :rrTc'f Certificate No. Certificate Issued Date Account Ref erence Unique Doc. Fieference Purchased by Description of Document Property Description Consideration Price (Rs.) IN-DL27198615205142R 09-Jan-2019 02:56 PM IMPACC (IV)/ dl721003/ DELHI/ DL-DLH SUBIN-DLDL72100359286677191811R BCCL Article 5 General Agreement Not Applicable 0 (Zero) BCCL Not Applicable BCCL 500 (Five Hundred only) First Party Second Party Stamp Duty Paid By Stamp Duty Arnount(Rs.) .. .• • . .._. • _ ..• _ .Please wr ite or type below this line ••• _ •• _ •• _ •••• _ •••• _. • • _ _ ••• ._ •. ·· 1·.. 1 ·: .r a<:i 1s vn trt• ..:• ·t·ci ttl·•:t;rr !!·Ji1.: i ··:\1; ;;:•.·:. 1n!o··1 r• "'t'z:-Cnu-.r ·c:l-•lr' ,·,uthU!i:y.

Identity Number U63040MH2005PTC158404, Permanent Account Number AAACY2602D (hereinafter referred to as "the Company", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) ofthe SECOND PART; AND YATRA ONLINE, INC., a·company established under the laws of Cayman Islands and having its registered office at Maples Corporate Services Limited, PO Box-309, Ugland House, Grand Cayman, KYI-1104 Cayman Island (hereinafter referred to as the "Ultimate Parent", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and permitted assigns) ofthe THIRD PART. (BCCL, the Company and the Ultimate Parent are hereinafter referred to as such, or individually as "Party" and collectively as "Parties".) WHEREAS: A. The Company is engaged in the business of providing online travel services in India. The Company enables consumers to book air tickets, hotel rooms, holiday packages both for domestic as well as international destinations. B. As of the Execution Date, the authorized capital of the Company is Rs. 15,00,00,000/­ (Rupees Fifteen Crore only) divided into 1,50,00,000 (One Crore Fifty Lakh) equity shares of Rs. 10/-(Rupees Ten only) each. As of the Execution Date, the total issued and paid-up capital of the Company is Rs. 9,57,68)50/-(Rupees Nine Crore Fifty Seven Lakh Sixty Eight Thousand Three Hundred and Fifty only) divided into 95,76,835 (Ninety Five Lakh Seventy Six Thousand Eight Hundred and Thirty Five) equity shares of Rs. 10/-(Rupees Ten only) each. As ofthe Execution Date, the Ultimate Parent, directly or indirectly, holds 98.41% of the issued and outstanding equity share capital of the Company in the manner indicated in Exhibit 1 hereto. C. Based on and relying upon the representations, warranties and covenants of the Company and the Ultimate Parent and the business plans of the Company as provided by the Company and the Ultimate Parent, BCCL is desirous of subscribing to, and the Company is desirous of issuing NCDs (as defined hereinafter) BCCL. NOW, THEREFORE, the Company, the Ultimate Parent and BCCL, in consideration of the mutual representations, warranties and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby confirmed, and subject to the terms and conditions set forth in this Agreement, and intending to be legally bound, hereby agree as follows: ARTICLE! DEFINITIONS AND INTERPRETATION 1.1 Definitions 5

Unless the context otherwise requires or unless otherwise defined or provided for herein, the capitalised terms used in this Agreement shall have the following meani.ngs: (a) "Act" shall mean the Companies Act, 1956 (to the extent it is in force), and Companies Act, 2013 (to the extent notified), and includes any other statutory amendment, from time to time, and any other statutory enactment thereof; (b) "Agreement" shall mean this non-convertible debenture subscription agreement and shall include any Exhibits, which may be annexed to this Agreement and any amendments or modifications, made to this Agreement by the Parties in writing; (c) "Business" shall mean the business of the Company as stated in recital A above; (d) "Business Day" shall mean a day on which scheduled commercial banks are open and working in their regular course of business in New Delhi, India; (e) "Closing" shall mean the subscription by BCCL and issuance and allotment of the NCDs to BCCL in terms of Article 2.1 below read with Article 4; (f) "Closing Date" shall mean the date of allotment of the NCDs to BCCL in terms of Article 2.1 read with Article 4; (g) "Conditions Precedent" shall have the meaning as set out in Article 3.I; (h) "Defaulting Party" shall have the meaning as set out in Article 8.2; (i) "Disclosure Schedule" shall mean the identified list of disclosures by the Company and the Ultimate Parent against the representations and warranties in Article 5, as set out in Exhibit 4 of this Agreement; (j) "Fair Market Value" shall mean the average of the closing price quoted on a recognised stock exchange during the 3 (Three) months preceding the Ultimate Parent Payment Date (as defined below); (k) "Fully Diluted Basis" shall mean calculation of number of existing issued and subscribed equity shares including (i) such number of equity shares that are to be issued assuming that all outstanding securities/rights/options, entitling the holder to equity shares (whether or not by their terms then currently convertible, exercisable or exchangeable), have been converted, exercised or exchanged as per the terms of the issue; (ii) all further issue of equity shares that are proposed to be issued in respect of merger, reorganisation, restructuring, that are approved by the Board of the Company; (iii) all further issue of equity shares that are proposed to be issued in respect of any bonus issue, rights issue, split, consolidation that are approved by the Board of the Company; and (iv) equity shares that are proposed to be issued in respect of an ESOP scheme; (I) "Governmental Agency" shall mean the Government oflndia or any State of the Union of India or any department thereof, any semi-governmental or judicial or quasi judicial Person in India or any Person (whether autonomous or not) who is charged with the administration of an Indian Laws; (3 6

(m) "Indian GAAP" shall mean generally accepted accounting principles in the Republic of India consistently applied; "Intellectual Property" shall include (a) copyrights and all renewals thereof; (b) trademarks, trade names, service marks, service names, logos and corporate names, both primary and secondary, together with all goodwill associated therewith and including, without limitation, all translations, adaptations, combinations and derivations of each of the foregoing, (c) trade secrets and other confidential information (including proposals, financial and accounting data, business and marketing plans, customer and supplier lists and related information); (d) all other intellectual property, including but not limited to design rights, trade names, information technology, inventions, patents, domain names; and (e) all registrations and applications for registration, extension or renewal filed anywhere in the world for each of the foregoing; (n) (o) "Laws" shall mean and include all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any government, statutory authority, tribunal, board, court or recognized stock exchange of India or overseas; "Lien" shall mean any mortgage, pledge, security interest, charge, lien, option, pre­ emptive right, adverse claim, title retention agreement or other encumbrance of any kind, or a contract to give or refrain from giving any of the foregoing, including any restriction imposed under applicable Laws or contract on the transferability of the Shares or other securities; (p) (q) "NCD" shall mean unsecured, redeemable, non-convertible debenture of the Company having face value ofRs. 19,50,00,000/-(Rupees Nineteen Crore Fifty Lakh only) each; "NCD Interest" shall mean a simple interest of 10% (Ten percent) on the NCD . Subscription Amount (as defined below) payable by the Company on the Maturity Date (as defined below); (r) "Non-Defaulting Party" shall have the meaning as set out in Article 8.2; (s) "Person'' shall mean and include an individual, an association, a company, a partnership firm, a joint venture, a trust, an unincorporated organisation, a joint stock company or other entity or organisation, including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity; (t) "Shares" shall mean equity shares having a par value of Rs. 10/-(Rupees Ten only) per equity share, with one vote per equity share, of the Company; (u) "Transfer" shall mean to transfer, sell, assign, pledge, hypothecate, create a security interest in or lien on, place in trust (voting or otherwise), transfer by operation of law or in any other way subject to any encumbrance or dispose of, whether or not voluntarily; and (v) "Yatra Group Companies" shall mean all the holding, subsidiary, associate and joint venture entities of the Company. (w) Interpretation 1.2 7

1.2.1 Any reference in this Agreement to any statute or statutory provision shall be construed as including a reference to that statute or statutory provision as from time to time amended, modified, extended or re-enacted from the date hereof and to delegated legislation made under the provision from time to time. 1.2.2 The meanings set forth for defined terms in this Article and all pronouns shall be equally applicable to both the singular and plural, masculine, feminine or neuter forms as the context may require. 1.2.3 All references to accounts and financial statements, whether audited or provisional, are to consolidated accounts and financial statements arrived at in accordance with Accounting Standards 21, 23 and 27, as mandated by the Institute of Chartered Accountants of India. 1.2.4 All references to Articles are to articles of this Agreement. 1.2.5 All references in this Agreement to Exhibits are to exhibits in or to this Agreement unless otherwise specified therein. The Exhibits are an integral part of this Agreement. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to the entire Agreement or specified Articles of this Agreement, as the case may be. The words "include", "including" and "among other things" shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases or words of like import. 1.2.6 All references in this Agreement to any document or agreement shall be deemed to include references to such document or agreement as amended, varied, restated, supplemented or replaced from time to time in accordance with the terms thereof and to include any side letters executed in connection therewith, except as otherwise provided in this Agreement. 1.2.7 The headings/captions of the several Articles and clauses of this Agreement are intended for convenience only and shall not in any way affect the meaning or construction of any provision therein. 1.2.8 Time is of the essence in the performance of the Parties' respective obligations. Any time period specified herein may be extended only if confirmed in writing by the Parties, and such extended time shall also be of the essence. ARTICLE2 SUBSCRIPTION TO NON-CONVERTffiLE DEBENTURES 2.1 Subject to the fulfilment of the Conditions Precedent, BCCL hereby agrees to subscribe to and the Company agrees to issue and allot to BCCL, on a private placement basis, 1 NCD for an aggregate consideration ofRs. 19,50,00,000/-(Rupees Nineteen Crore Fifty Lakh only) ("NCD Subscription Amount").

drawn on a recognised bank in favour of BCCL for an amount equivalent to the Redemption Amount. Upon such full and final payment of the Redemption Amount to BCCL, the NCDs shall be surrendered by BCCL to the Company. 2.3 In the event the Company fails to redeem the NCDs in terms of Article 2.2 above within a period of 30 (Thirty) days from the Maturity Date, then the Ultimate Parent shall be liable to make payment of the Redemption Amount to BCCL within a period of 60 days from the Maturity Date ("Ultimate Parent Payment Date"). Provided that in the event the Ultimate Parent fails to make the payment to BCCL in terms of this Article 2.3, then subject to the applicable Laws, the Ultimate Parent shall issue, for an amount equivalent to the Redemption Amount, to BCCL and BCCL shall subscribe to such number of equity shares of the Ultimate Parent at price per share equal to the Fair Market Value. 2.4 If any amount paid to BCCL in respect of the NCDs is held to be void or set aside on the liquidation or winding up of the Company or otherwise, then for the purpose of this Agreement, such amount shall not be considered to have been paid. 2.5 The NCD issued to BCCL under this Agreement shall, among the holders of the NCDs or any other debentures in the Company, rank pari-passu in all respects without any preference or priority whatsoever on account of date of issue or allotment, or otherwise. 2.6 The Company shall be entitled to utilise the aggregate consideration paid by BCCL towards the NCDs for any purpose whatsoever, including for building brands of the Company. ARTICLE3 CONDITIONS PRECEDENT 3.1 The obligation of BCCL to subscribe to and the obligation of the Company to issue and allot the fully paid-up NCDs in terms of Article 2.1 above shall be subject to the satisfaction or waiver by an instrument in writing by BCCL or the Company, as the case may be, of the following conditions ("Conditions Precedent"): 3.1.1 The board of directors of the Company identifying BCCL under Section 42(2) of the Act and approving the allotment ofthe NCDs in terms of Article 2.1 in favour of BCCL in terms of this Agreement; 3.1.2 The board of directors of the Company or a committee thereof approving the execution of this Agreement by the Company; 3.1.3 The board of directors of the Company shall have approved the issuance and allotment of the NCDs in terms of Article 2.1 to BCCL in accordance with the provisions Section 42 and Section 179(3)(c), of the Act, the Companies (Prospectus and Allotment of Securities) Rules, 2014. 3.1.4 BCCL shall have received from the Company certified true copies of the resolutions referred to in Article 3.1.1 to 3.1.3 above; 3.1.5 The board of directors ofBCCL or a committee thereof approving the investment by BCCL in the Company and the Company shall have received a certified true 9 (Sixty)

copy of the approval of the board of directors of BCCL or a committee thereof for the investment in the Company; and 3.1.6 BCCL shall have received a certificate from the company secretary in practice, certifying that the issue of the NCDs is in accordance with the Act, the Companies (Share Capital and Debentures) Rules, 2014 and the Companies (Prospectus and Allotment of Securities) Rules, 2014, including any amendments thereto, a separate bank account as required under Section 42 (6) of the Act has been opened by the Company to receive the NCD Subscription Amount and BCCL shall have received the private placement offer cum application letter in the form prescribed under the Act read with the rules made thereunder, numbered and addressed specifically to BCCL. ARTICLE4 CLOSING 4.1 The Closing shall take place within 7 (seven) Business Days from the date offulfilment of all the Conditions Precedent by each Party and receipt of intimation of the same by the relevant Party from the other Parties, at the registered office of the Company or such other place or within such extended time period as may be agreed between the Parties. 4.2 All transactions contemplated by this Agreement to be consummated at Closing shall be deemed to occur simultaneously and no transaction shall be consummated unless all such transactions are consummated. 4.3 On the Closing Date: 4.3.1 BCCL shall have paid in full the NCD Subscription Amount by way of a pay order or demand drafts or by real time gross settlement (RTGS) or national electronic fund transfer (NEFT) in favour of the Company along with the dully filled-in application form received with the private placement offer letter in terms of the Act read with the rules made thereunder; 4.3.2 The NCD Subscription Amount shall have been received in the separate bank account opened under Section 42 (6) of the Act; 4.3.3 The board of directors of the Company or a committee thereof shall take the necessary corporate action for issuance and allotment of the NCDs to BCCL in terms of Article 2.1 including passing the necessary resolutions and incorporating the necessary entries in its corporate and statutory registers. Upon the completion of these ·steps by the Company, the Company shall credit to BCCL Demat Account the NCDs or hand over to BCCL, or its authorised representative, the debenture certificates (duly stamped and executed) relating to the NCDs, in the name of BCCL, along with a certified copy of the relevant extracts of the register of debenture holds of the Company, evidencing the holding of the NCDs by BCCL in the Company; and 4.3.4 The Company shall file return of allotment for the NCDs and such other forms as required under the Companies (Prospectus and Allotment of Securities) Rules, 2014 with the relevant registrar of companies and provide proof of such filing to BCCL. 10

ARTICLES REPRESENTATIONS AND WARRANTIES 5. The Ultimate Parent's and Company's representations and warranties Except to the extent as disclosed in the Disclosure Schedule, which Disclosure Schedule may be updated by the Company and the Ultimate Parent only upto 3 (Three) days prior to the Closing Date, the Ultimate Parent and the Company hereby, jointly and severally represent and warrant the following to BCCL: 5.1.1 The Company is duly incorporated and validly existing under the Laws of India and has all necessary power, capacity and authority, including but not limited to, all material governmental licenses, consents and approvals necessary to own its assets and properties and o carry on its business as conducted. on the Execution Date; 5.1.2 The execution of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Company and/or the Ultimate Parent. This Agreement constitutes valid and legally binding obligations of the Company and/or the Ultimate Parent, enforceable in accordance with its terms and the performance hereof does not and shall not contravene, violate or constitute a default·of or require any consent or notice under any provision of any agreement or other instrument to which the Company and/or the Ultimate Parent, be is a party to or by which the Company and/or the Ultimate Parent, is or may be bound; 5.1.3 The NCDs to be issued in accordance with the terms of this Agreement will be available for subscription by BCCL; 5.1.4 As on the Execution Date, the equity share capital ofthe Company on a Fully Diluted Basis is Rs. 9,57,68,350/-(Rupees Nine Crore Fifty Seven Lakh Sixty Eight Thousand Three Hundred and Fifty only) divided into 95,76,835 (Ninety Five Lakh Seventy Six Thousand Eight Hundred and Thirty Five) Shares. Each Share of the Company entitles its holder to exercise one vote at general meetings of the Company and the Company has not issued any Shares with disproportionate or differential voting rights. Till date, no Shares have been issued to any employees under an ESOP of the Company. 5.1.5 The Company has good right, title and interest in and to the assets of the Company (which shall in no way be adversely affected by the transactions contemplated in this Agr ement) and all benefits, advantages, goodwill and other rights attaching and incidental to the assets shall continue to remain with the Company; 5.1.6 The Company has complied-with all material Laws applicable to the Company and to the Business. All documents and returns required to be filed with relevant authorities including regulatory authorities have been duly filed by the Company and there are no proceedings pending which will have an impact on this Agreement; 5.1.7 The Company has been granted, is in possession of and there are now in full force and effect all material approvals, permits, authorisations, consents and licenses necessary. for arrying on the Business. The Company has complied with all conditions attached to the at? erial approvals, permits, authorisations, consents and licenses referred to above and () . \em c,O· (3

there are no investigations, proceedings, enquiries or other similar circumstances which indicate that any such approvals, consents and licenses are likely to be revoked, cancelled, suspended, modified or not received; 5.1.8 Except the necessary corporate actions on the part of the Company, no governmental authorisation, order, ruling or filing is required on the part of the Company, in connection with the execution, delivery and performance of this Agreement; 5.1.9 The Company has filed all tax returns for all taxes required by applicable Laws to have been filed, and all such tax returns are complete and reflect the taxes payable by the Company till the Execution Date. As on July 31, 2018, there is no tax reassessment pending or threatened in writing by the competent tax authorities. For the purposes of this Article 5.1.9, taxes (or tax) shall include without limitation a_ll taxes (including income tax, sales tax, customs duty, excise), levies, fees, stamp duties, statutory pension or other employment benefit plan contributions, withholding obligations and similar charges of any jurisdiction and shall include any interest, fines, and penalties related thereto; 5.1.10 There exists no accumulated funding deficiency with respect to any pension plans or other employee benefit or insurance plans of the Company except gratuity and leave encashment obligations; 5.1.11 The Company maintains insurance with financially sound and reputable insurance companies, in such amounts and against such risks as are usually insured against in the industry on a best practices basis. There are no outstanding unsettled claims for insurance made by the Company; 5.1.12 The Company has no material obligations or liabilities of any nature (whether accrued, absolute, contingent, matured, unmatured or otherwise) other than those incmTed in the ordinary course of business and consistent with past practice and as reflected in the annual report of the Ultimate Parent for the financial year ended 31st March 2018 (the "Annual Report"), a certified true copy of which is attached as Exhibit 2 hereto. The Audited Accounts provide a true and fair view of the financial and contractual position of the Company in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board; 5.1.13 The Company owns and has valid and enforceable rights to use all Intellectual Property necessary for use in connection with the Business including the brands set out in Exhibit 5 below. The trademarks for all brands being used by the Company are registered or applied for registration with the concerned authorities in India, wherein the Company is shown as the owner/applicant of such trademarks. To the best knowledge of the Ultimate Parent and the Company, no Person is infringing any Intellectual Property rights of the Company. To the best knowledge of the Ultimate Parent and the Company, the Company is not infringing · any Intellectual Property rights or violating any rights of any other Person in respect of the use of the Intellectual Property rights of the Company; 5.1.14 The brands referred to in Exhibit 5 are being exclusively used by the Company, for the benefit of the Company, to the exclusion of all third parties in perpetuity on and from the date hereof; 5.1 .15 Each material contract of the Company is in full force and effect and is valid and binding in accordance with its terms, and is consistent with market practice in respect of such 12

5.1.16 There are no legal actions, suits, arbitrations or proceedings, whether civil and/or criminal, pending or threatened in writing against the Company which would have a material adverse effect on the Business or the financial condition of the Company or otherwise affecting the Company's assets either in court or before any Governmental Agency; 5.1.17 Other than as disclosed in the financial statements of the Company, the Company has no outstanding loans or other financial obligations to banks and/or financial institutions; 5.1.18 The Company has not been in default or committed a breach of any loan agreement or other agreement, arrangement, facility, nor has there been an occurrence of any event which would have a material adverse effect on the Business or the financial condition of the Company; 5.1.19 Any and all information, to the best of the knowledge and information of the Company and/or the Ultimate Parent, which may have a material adverse impact, on the Company's financials, if any, has been provided to BCCL in writing. 5.1.20 All agreements and transactions between the Company and related parties have been on an arms-length basis and if otherwise, are to the benefit of the Company; 5.1.21 The name ofthe Ultimate Parent and its shareholding percentage provided at Exhibit 1 hereto are correct and complete in all respects; the names of the shareholders of the Company and their shareholding percentages provided at Exhibit 3 hereto are correct and complete in all respects; 5.1.22 No commission, brokerage, incentive or any payment was paid directly or indirectly to any employees ofBCCL or to any other Person at their request/direction, as inducement for BCCL to enter into this Agreement; 5.1.23 Each of the representations and warranties shall be construed as a separate representation, warranty, covenant or undertaking, as the case may be, and shall not be limited by the terms of any other representation or warranty or by any other tenn of this Agreement; and 5.1.24 That the representations and warranties in this Agreement (considered collectively), and each of the representations and warranties (considered individually) as set forth in Article 5.1 are true and correct in all respects as of the date of this Agreement and shall be deemed to be repeated and stand true and correct as of the Closing Date. 5.2 BCCL's representations and warranties BCCL hereby represents and warrants to the Company and the Ultimate Parent that: 5.2.1 BCCL has full legal right, power and authority to enter into, execute and deliver this Agreement and to perform the obligations, undertakings and transactions set forth herein, and this Agreement has been duly and validly executed and delivered by BCCL and constitutes legal, valid and binding obligations on BCCL, enforceable against BCCL in accordance with its tenns. 5.2.2 The execution, delivery and performance of this Agreement will not conflict with, result · a breach of or default under, or require any consent under, its memorandum or articles ssociation or any of the contracts to which it is a party. " 'C. PRtv. -<!_,>. (3) 0 ..-{ '<'c,; 1 13

5.2.3 The execution, delivery and performance of this Agreement will not violate or contravene any law, statute, rule, regulation, licensing requirement, order, writ, injunction or decree of any court, governmental instrumentality or other regulatory, governmental or public body, agency or authority by which BCCL is bound. 5.2.4 Eacp of the representations and warranties shall be construed as a separate representation, warranty, covenant or undertaking, as the case may be, and shall not be limited by the terms of any other representation or warranty or by any other term of this Agreement; and 5.2.5 That the representations and warranties in this Agreement (considered collectively), and each ofthe representations and warranties (considered individually) as set forth in Article 5.2 are true and correct in all material respects as of the date of this Agreement and shall be deemed to have been repeated and stand true and correct as of the Closing Date. 5.2.6 No commission, brokerage, incentive or any payment was paid directly or indirectly to any employees of the Company or to any other Person at their request/direction, as inducement for Company to enter into this Agreement ARTICLE6 COVENANTS 6.1 The Company shall file and the Ultimate Parent shall cause the Company to make all necessary filings with the appropriate authorities in respect of the issue and allotment of the NCDs. 6.1.1 The Company hereby covenants that the Company shall, out of the profits of the Company available for payment of dividend, create a debenture redemption reserve account for the redemption of the debentures and credit such amounts to such debenture redemption reserve account as is required in accordance with Section 71(4) of the Act and Rule 18 (7) of the Companies (Share Capital and Debenture) Rules, 2014. 6.2 The Company hereby agrees and covenants with BCCL that the Company shall and the Ultimate Parent shall cause the Company to take all necessary steps to ensure that all transactions of the Company with related parties shall take place on arms-length basis. 6.3 The Company hereby agrees and covenants with BCCL that it shall make, and the Ultimate Parent shall cause the Company to make, all necessary endeavours to ensure the growth of the Business. The Ultimate Parent shall not either by themselves, jointly and severally, or together with any other Person, directly or indirectly engage, in any business which competes with the Business. The Company shall ensure that the Ultimate Parent shall not either by themselves, jointly and severally, or together with any other Person, directly or indirectly engage, in any business which competes with the Business. 6.4 The Ultimate Parent shall not Transfer any part of its shareholding in the Company to any third party without providing a prior written intimation to BCCL. 6.5 The Ultimate Parent and the Company agree that the Company shall not be merged with any other company, any division demerged, or in any way restructured, including uction of capital, without obtaining the prior written consent ofBCCL for the scheme erger, demerger or other restructuring, as the case may be. Provided that in the event ;:-ma/J 'if' c Bahat . .ar MO'g ) (3) ---1--f'ts--r-----......... *1'ew oe\ ' * 14

of any such merger, demerger or any restructuring happening within the Yatra Group Companies, the Company shall provide BCCL a prior written intimation for the same. .Provided further that in the event as a result of such merger, demerger or any restructuring, the Company ceases to exist, the successor entity and the promoters of such successor entity shall be liable for the obligations of the Company under this Agreement, including but not limited to the obligations set out under Article 2 above. 6.6 The Ultimate Parent and the Company hereby agree that any Intellectual Property rights developed or acquired in future, through the Company or any of its personnel, in relation to the Business, shall be registered in the name of the Company and shall be to the benefit of the Company, to the exclusion of all others in perpetuity on and from the date hereof. 6.7 The Ultimate Parent and the Company hereby undertake and agree that BCCL and/or any affiliate of BCCL, shall not be represented to any Person or in any disclosure, named or deemed as a 'promoter' in the prospectus or any other documents related to a public offering or otherwise, nor shall any declaration or statement be made in this regard or in respect of making BCCL a "person acting in concert" with the Ultimate Parent, either directly or indirectly, in filings with regulatory or governmental authorities as also stock exchanges, offer documents or otherwise. 6.8 The Company hereby covenants that it shall not sell, license, assign or in manner part with all or a part of its rights to any of the brands currently owned by the Company or acquired by the Company in future without having provided a prior written intimation to BCCL. 6.9 The Company and the Ultimate Parent shall be, jointly and severally, responsible for fulfilment of all obligations under this Agreement. 6.10 The Ultimate Parent and the Company hereby agree and confirm that the Company shall not use any or all of the names, singly or in combination with others, viz. "Times Group", "Bennett, Coleman and Company Limited", "Brand Equity Treaties Ltd.", "Times Private Treaties", "Brand Capital" in any form whatsoever, in their letter-heads, brochures, visiting cards, advertisement material, letters issued for fund-raising I brochures I application forms for any purpose whatsoever, email footers, or any form of communication, whether official or unofficial, without the prior written consent of BCCL. 6.11 The Company and the Ultimate Parent hereby agree and covenant with BCCL that, so long as BCCL holds any securities in the Company, the Company shall not participate directly in any business that in any manner makes use of alcohol, tobacco, silk, leather, animal meat or have adopted animal testing or is associated with gambling. 6.12 The Company and the Ultimate Parent agree and covenant that, during the term of the Agreement, any amendment to the articles of association of the Company which in any manner adversely affects the rights and obligations ofBCCL shall require the affirmative vote of BCCL. ARTICLE? INDEMNITIES . The Company and the Ultimate Parent hereby agree, jointly and severally, to indemnity, v0\em<'117end and hold harmless BCCL and its lawful successors and assigns from and against 0 = f o..T ) (3) ---/--+-l 15

any direct losses, liabilities, claims, damages, costs and expenses, including reasonable legal fees and disbursements in connection therewith (collectively "Claims") incurred by BCCL, which directly arise out of, result from or may be payable by virtue of any breach of any representation, or warranty made by the Ultimate Parent and/or the Company, or any covenants or agreements made or obligations required to be performed by the Ultimate Parent and/or the Company pursuant to this Agreement, provided that any claim for indemnity pursuant to this Article shall be made by BCCL and its lawful successors and assigns by notice in writing to the Company and the Ultimate Parent. It is clarified that the default in the amounts due to be paid by Company under this Agreement would be considered a direct loss to BCCL. 7.2 In the event, BCCL receives any notice or communication from any third party in relation to any Claim, BCCL shall promptly notify the Company and/or the Ultimate Parent of such Claim. BCCL shall not admit compromise or settle the Claim without the prior written consent of the Company/Ultimate Parent. The Company/Ultimate Parent may, if it so desires, by notice to BCCL, decide to defend such Claim on its own. In such circumstances, BCCL shall provide all further information or records at its disposal that may be required by the Company/Ultimate Parent for this purpose. The Company's/Ultimate Parent's obligation to indemnify pursuant to this Article 7 shall arise immediately upon BCCL being required to make any payments or incurring any liability pursuant to a Claim irrespective of any defence or right of appeal available to it. Notwithstanding anything contained in this Article, BCCL shall not be required to make any payments in respect to any Claim and the same shall be borne by the Company and the Ultimate Parent. 7.3 BCCL shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any losses, which in the absence ofmitigation might give rise to a liability in respect of any claim for indemnity under this Article 7. ARTICLES TERMINATION AND CONSEQUENCES OF TERMINATION 8.1 If the Conditions Precedent set forth in Article 3 are not satisfied, or waived (to the extent permissible under applicable Laws), on or before 14 (Fourteen) days from the Execution Date, this Agreement may be terminated, and the transactions contemplated hereby abandoned, by: (a) BCCL, provided that BCCL has not failed to fulfil any Condition Precedent, which BCCL is responsible for; or (b) the Company or the Ultimate Parent, provided that both the Company and the Ultimate Parent has not failed to fulfil any Condition Precedent, which either the Company or the Ultimate Parent is responsible for. The right to terminate as aforesaid shall be without prejudice to all the rights and remedies under applicable Laws available to such Party including but not limited to the right to seek, as an alternative to termination, specific performance of obligations under this Agreement or terminate this Agreement and seek damages from any Party for the breach committed during the period prior to such termination. 8.2 Notwithstanding the provisions of Article 8.1 above, either Party (the "Non-Defaulting Party") may at its option terminate this Agreement at any time in the event of a breach . by the other Party (the "Defaulting Party") of any of its material representations, warranties, covenants or other obligations under this Agreement, which breach or failure, -"-' ..·.f capable of cure or remedy, has not been cured or remedied by the Defaulting Party :.;:--\\!.'WAilRiin 14 (Fourteen) days of the receipt of written notice of such breach or failure from ton-Defaulting Party. The termination by the Non Defaulting Party pursuant to a C? c: c a> Baha/i afar MCJg ¥? (3) C) *" .q_· -+ -7---..;. ew oe\'0'* 16

breach as aforesaid shall be without prejudice to all its rights and remedies under applicable Laws available to the Non Defaulting Party including but not limited to the right to seek damages for the breach from the Defaulting Party. The ability of the Non Defaulting Party to terminate this Agreement pursuant to this Article 8.2 shall not in any way prejudice the ability ofthe Non Defaulting Party to seek specific performance of the obligations under the Agreement by the Defaulting Party. 8.3 The provisions of Articles 2, 7 and 8.3, as well as the miscellaneous provisions of Article 10, shall survive the termination ofthis Agreement. ARTICLE9 MISCELLANEOUS 9. 1 This Agreement shall be specifically enforceable at the instance of any Party. Parties agree that a Non Defaulting Party will suffer immediate, material, immeasurable, continuing and irreparable damage and harm in the event of any material breach of this Agreement and the remedies at law in respect of such breach will be inadequate (each Party hereby waives the claim or defence that an adequate remedy at law is available) and that such Non Defaulting Party shall be entitled to seek specific performance against the Defaulting Party for performance of its obligations under this Agreement in addition to any and all other legal or equitable remedies available to it. 9.2 The Parties agree that each Party shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Party from committing any violation or enforce the performance of the covenants, obligations and representations contained in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Parties may have at law or in equity, including without limitation a right for recovery of the amounts due under this Agreement and related costs and a right for damages. 9.3 This Agreement may be executed in 3 (three) or more counterparts, all of which shall constitute one and the same agreement. 9.4 Should any part or provision of this Agreement be held to be invalid or unenforceable by any competent arbitral tribunal, court or Governmental Authority having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the Parties shall endeavour to negotiate a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection. 9.5 Notices, demands or other communication required or permitted to be given or made under this Agreement shall be in writing and delivered personally or sent by prepaid post with recorded delivery, or by legible telefax addressed to the intended recipient at its address set forth below and email, or to such other address or telefax number as either Party may from time to time duly notify to the others: Bennett, Coleman and Company Limited, Times House, 7, Bahadurshah Zafar Marg, New Delhi 110103 If to BCCL: Address: 17

Attention: Email: Director-Corporate Legal corporatelegalnotices@timesgroup.com If to the Company: Address: Yatra Online Private Limited Unit No. 1101-03, Tower-B, 11th Floor Unitech Cyber Park, Sector 39 Gurgaon - 122002 Mr. Alok Vaish - CFO alok.vaish@yatra.com Attention: Email: If to the Ultimate Parent: Yatra Online, Inc. Address: Unit No. 1101-03, Tower-B, 11th Floor Unitech Cyber Park, Sector 39 Gurgaon - 122002 Mr. Alok Vaish - CFO alok.vaish@yatra.com Attention: Email: Any such notice, demand or communication shall, unless the contrary is proved, be deemed to have been duly served 7 (seven) Business Days after being deposited in the mail with postage pre-paid; if by hand delivery, upon acknowledgement of receipt by an authorised official of the parties; and if by email, on the day on which the email was sent. However, if the email is sent after business hours or is sent on a day other than a business day, the notice shall be deemed to have been duly given on the following business day. 9.6 Each Party shall bear its own legal, accounting, professional and advisory fees, commissions and other costs and expenses incurred by it in connection with this Agreement and the transactions contemplated herein. All costs in relation to the Agreement including stamp duty payable on the Agreement, issue of debenture certificates shall be borne by the Company. 9.7 Other than in case of any assignment to any of its respective group companies, no rights, liabilities or obligations under this Agreement shall be assigned by either Party without the prior written consent of the other Party. Any Person to whom rights under this Agreement are assigned shall execute a deed of adherence agreeing to be bound by the terms and conditions of this Agreement, other than in case of assignment by BCCL to any of its group companies or by the Company or the Ultimate Parent within the Yatra Group Companies. 9.8 This Agreement supersedes all prior discussions and agreements (whether oral or written, including all coiTespondence) if any, between the Parties with respect to the subject matter of this Agreement, and this Agreement (together with any amendments or modifications thereof) contain the sole and entire agreement between the Parties hereto with respect to the subject matter hereof. 9.9 . If the perfmmance by either Party to this Agreement or of any obligation hereunder is prevented or restricted or interfered with by reason of force majeure such as: (i) war, terrorist attacks, revolution, strike, civil commotion, acts of public enemies, blockade or embargo; or

(iii) any other acts whatsoever beyond the reasonable control of the Party affected; then the Party so affected shall upon giving prior written notice to the other be excused from such performance to the extent that such cause prevents, restricts or interferes with it provided that it shall use its best efforts to avoid or remove such cause of non­ performance and shall continue performance hereunder with the utmost despatch whenever such causes are removed. Upon such prevention, restriction or interference as aforesaid arising, the Parties shall meet forthwith to discuss what modifications (if any) may be required to the terms of this Agreement in order to arrive at an equitable solution. This Agreement shall be governed and interpreted by, and construed in accordance with the substantive Laws ofindia. 9.I0 9.11 None of the provisions of this Agreement shall be deemed to constitute a partnership between the Parties hereto and neither Party shall have any authority to bind or shall be deemed to be the agent of the other in any way except as set out herein. 9.12 Any and all disputes or differences between the Parties arising out of or in connection with this Agreement or its performance shall, so far as it is possible, be settled by negotiations between the Parties amicably through consultation between a representative jointly on behalf of the Ultimate Parent and the Company and a representative on behalf ofBCCL. 9.13 Any dispute or difference arising out of or in connection with this Agreement, which cannot be amicably settled within 30 (thirty) days, shall be referred at the request in writing of the Party to binding arbitration by 1 (one) arbitrator to be appointed by mutual agreement between the Company and BCCL. If the Company and BCCL cannot mutually agree upon the same, then the dispute shall be decided by arbitration by a panel of3 (three) arbitrators, one arbitrator beingjointly appointed by the Ultimate Parent and the Company and BCCL appointing one arbitrator and the third arbitrator being appointed in accordance with the Arbitration and Conciliation Act, 1996 or any amendment thereof. The language of arbitration shall be English and the venue of arbitration shall be New Delhi and the award shall be given at New Delhi. 9.14 Subject to the provisions of this Article 9 and for such matters which the Court may have jurisdiction under and in respect of any arbitration proceedings, and subject further to applicable Laws in this regard, this Agreement shall be subject to the exclusive jurisdiction of the Courts in New Delhi. 9.15 Other than any disclosure of this Agreement or the terms thereof, made in an offer document required to be filed under the applicable Laws or in any other filings required with the appropriate regulatory or other authorities pursuant to any statutory or regulatory requirements under the applicable Laws or to any Govemmental Agency, no announcements or other disclosures concerning this Agreement shall be made by any of the Parties hereto save in the form agreed in writing amongst the Parties. This Article shall not apply to any disclosures made by BCCL in the ordinary course of its publication business. 9.16 This Agreement may be amended only by the mutual consent of the Parties by an ·nstrument in writing. I] 19

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IN WITNESS WHEREOF, the Parties have entered into this Agreement the day and year first above written. BENNETT, COLEMAN AND COMPANY LIMITED Authorised Signatory Name: fiJtlliiJ rSu,I Designation: D 1ecto( In presence of: nI Name & Address: J!..A'' lr­ }l. 01( 11 f ,8']..fit , ft L/+-N IV ,..,., p 11-H I YATRA ONLINE PRIVATE LIMITED Authorised Signatory Name: Alok Vaish Designation: CFO In the presence of Name & Address: Name: Alok Vaish Designation: CFO In presence of: Name & Address: ) P/t-#11 /loJ-f>3... /ot.VC-Ib , ()-t.P u..L'4/rlN . - /l."J..Of))... ., 21