UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| (Mark One) | |
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| OR | |
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For
the fiscal year ended | |
| OR | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| OR | |
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| Date of event requiring this shell company report | |
| For the transition period from to | |
| Commission
file number | |
(Exact name of Registrant as specified in its charter)
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| (Translation of Registrant’s name into English) | (Jurisdiction of incorporation or organization) |
(+91 124) 4591700
(Address of principal executive offices)
Chief Executive Officer
(+
(Name, Telephone, E-mail and/or facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered or to be registered pursuant to Section 12(g) of the Act.
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(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
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(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
As of March 31, 2023, ordinary shares, par value $0.0001 per share, class A non-voting shares, par value $0.0001 per share, and class F shares, par value $0.0001 per share, were issued and outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Note-Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Non-accelerated filer ☐ | Emerging
growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| US GAAP ☐ | by the International Accounting Standards Board ☒ |
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If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17 ☐ Item 18
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(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
TABLE OF CONTENTS
| I |
CONVENTIONS USED IN THIS ANNUAL REPORT
In this Annual Report, references to “U.S.,” the “United States” or “USA” are to the United States of America, its territories, and its possessions. References to “India” are to the Republic of India. References to “$”, “US$” and “U.S. Dollars” are to the lawful currency of the United States of America, and references to “Rs”, “INR” and “Rupee” each refer to the Indian Rupee, the official currency of the Republic of India.
The data provided herein expressed in Indian Rupees per U.S. dollar is based on the noon buying rate 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. On March 31, 2023, the exchange rate between the U.S. dollar and the Indian Rupee expressed in Indian Rupees per U.S. dollar was $1.00 = INR. 82.19. We make no representation that the Indian Rupee amounts represent U.S. dollar amounts or have been, could have been or could be converted into US dollars at such rates or any other rates.
Unless otherwise indicated, our consolidated statement of financial position as of March 31, 2023, 2022 and 2021 and the related consolidated statements of profit or loss and other comprehensive loss, changes in equity and cash flows for each of the three years in the period ended March 31, 2023, included elsewhere in this Annual Report have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. References to a particular “fiscal year” are to our fiscal year ended March 31 of that year. Our fiscal quarters end on June 30, September 30, December 31, and March 31. References to a year other than a “fiscal” year are to the calendar year ended December 31.
CERTAIN KEY PERFORMANCE INDICATORS AND NON-IFRS MEASURES
We refer to certain non-IFRS measures in various places within this Annual Report, including “Adjusted Margin”, “Adjusted EBITDA Profit/(Loss)”, “Adjusted Results from Operation”, “Adjusted Profit (Loss) for the period”, “Adjusted Basic Earnings (Loss) per Share”, “Adjusted Diluted Earnings (Loss) per Share” and “Adjusted Results”. Our key performance indicators are “Adjusted Margin” and “Adjusted Margin %”, which are also non-IFRS measures referred to in various places within this Annual Report. The presentation of non-IFRS measures is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS. See “Item 5. Operating and Financial Review and Prospects.”
We evaluate our financial performance in each of our reportable segments based on our key performance indicators, Adjusted Margin and Adjusted Margin %, which are non-IFRS measures and segment profitability measures. Adjusted Margin represents IFRS revenue after adding back customer inducement costs in the nature of customer incentives, customer acquisition costs and loyalty program costs, which are reported as a reduction of revenue, and deducting the cost of acquisition of services primarily relating to sales to customers where we act as the principal. Adjusted Margin % represents Adjusted Margin as a percentage of gross bookings.
Our Consolidated Statement of Profit or Loss and Other Comprehensive Income reports customer inducement costs as a reduction of revenue in the respective revenue lines. As certain parts of our revenues are recognized on a “net” basis when we are acting as an agent, and other parts of our revenue are recognized on a “gross” basis when we are acting as the principal, we evaluate our financial performance in each of our reportable segments based on Adjusted Margin, which is a non-IFRS measure and a segment profitability measure, as we believe that Adjusted Margin reflects the value addition of the travel services that we provide to our customers. Income from packages, including income on airline tickets sold to customers as a part of tours and packages is accounted for on a “gross” basis as the Company controls the services before such services are transferred to travelers. Revenue from the packages business, which is accounted for on a “gross” basis, represents the total amount paid by customers for these travel services and products, while our cost of procuring the relevant services and products for sale to our customers in this business is classified as service cost. See “Item 5. Operating and Financial Review and Prospects.”
In addition to referring to Adjusted Margin, we also refer to Adjusted EBITDA Profit/(Loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted Loss Per Share, which are also non-IFRS measures. For our internal management reporting, budgeting, and decision-making purposes, including comparing our operating results to that of our competitors, these non-IFRS financial measures exclude employee share-based compensation cost, re-measurement of contingent consideration, impairment of goodwill, Impairment of loan to joint venture, listing and related expenses and change in fair value of warrants
A limitation of using non-IFRS measures such as Adjusted EBITDA Profit/(Loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted Loss Per Share instead of measures calculated in accordance with IFRS as issued by the IASB is that these non-IFRS measures exclude a recurring cost, for example, share-based compensation. Management compensates for this limitation by providing specific information on the IFRS amounts that are excluded. Because of varying available valuation methodologies and subjective assumptions that companies can use when adopting IFRS 2 “Share based payment,” 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. For a description of the components and calculation of non-IFRS measures and a reconciliation of these non-IFRS measures to the most directly comparable IFRS measures, see “Item 5. Operating and Financial Review and Prospects” elsewhere in this Annual Report.
INDUSTRY AND MARKET DATA
In this Annual Report, we rely on and refer to information and statistics regarding the travel service industry and our competitors from market research reports and other publicly available sources. We have supplemented such information where necessary with our own internal estimates and information obtained from discussions with our customers, considering publicly available information about other industry participants and our management’s best view as to information that is not publicly available. While we believe that all such information is reliable, we have not independently verified industry and market data from third-party sources. In addition, while we believe that our internal company research is reliable and the definitions of our industry and market are appropriate, neither our research nor these definitions have been verified by any independent source. Further, while we believe the market opportunity information included in this Annual Report is generally reliable, such information is inherently imprecise. Projections, assumptions and estimates of the future performance of the industry in which we operate, and our future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us. See “Special Note Regarding Forward-Looking Statements.”
TRADEMARKS
We operate under a number of trademarks and trade names, including, among others, “Yatra”, “Yatra For Business” and “Travelguru.” This Annual Report contains references to our trademarks and trade names and to those belonging to other entities. Solely for convenience, trademarks and trade names referred to in this Annual Report may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. Our use or display of other companies’ trademarks, trade names, or service marks does not imply any affiliation with, or endorsement or sponsorship by, those companies.
| 1 |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements in this Annual Report constitute forward-looking statements that do not directly or exclusively relate to historical facts. You should not place undue reliance on such statements because they are subject to numerous uncertainties and factors relating to our operations and business environment all of which are difficult to predict and many of which are beyond our control. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategy. These statements are often, but not always, made through the use of words or phrases such as “believe,” “anticipate,” “could,” “may,” “would,” “should,” “intend,” “plan,” “potential,” “predict,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” “outlook,” the negative form of such words and similar expressions. Forward-looking statements may include, but are not limited to, statements about the following:
| ● | our ability to respond to the impact of the pandemic including to impacts of the COVID-19 on our business, the travel industry, travel trends and the economy generally; | |
| ● | our ability to generate positive cash flow and the sufficiency of our operating cash flow to meet our liquidity needs; | |
| ● | our ability to pursue strategic partnerships; | |
| ● | our future financial performance, including our revenue, cost of revenue, operating expenses, and our ability to achieve and maintain profitability; | |
| ● | the impact of increasing competition in the Indian travel industry and our expectations regarding the development of our industry and the competitive environment in which we operate; | |
| ● | our performance in the current or changing economic or political environment; | |
| ● | the ability of Yatra Online Limited’s (“Yatra India”), Yatra Online, Inc.’s Indian subsidiary to consummate an initial public offering in India (the “Indian IPO”); | |
| ● | our ability to successfully negotiate our contracts with airline suppliers and global distribution system, or GDS, service providers and mitigate any negative impacts on our revenue that result from reduced commissions, incentive payments and fees we receive; | |
| ● | whether we will become a passive foreign investment company (“PFIC”) in the current taxable year or in the foreseeable future; | |
| ● | political and economic stability in and around India and other key travel destinations and the impacts changes may have on our performance; | |
| ● | our ability to adapt services to changes in technology or the marketplace and successfully incorporate new features, improvements, and strategies; | |
| ● | our ability to increase the number of visits to our search platform and referrals to our advertisers; | |
| ● | our ability to successfully manage any new business initiatives and to successfully implement our growth strategy; | |
| ● | our ability to maintain and increase our brand awareness and value; | |
| ● | the growth in the usage of mobile devices and our ability to successfully monetize this usage, including the enhanced use of mobile device by customers which may drive traffic to entities providing operating systems on such device; | |
| ● | whether we will continue to be treated as a foreign corporation for U.S. federal income tax purpose; | |
| ● | our ability to resolve current disputes in a favorable manner; and | |
| ● | our ability to realize the anticipated benefits of any past or future acquisitions. |
| 2 |
All such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the results expressed in the statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following:
| ● | the slowdown in Indian economic growth and other declines or disruptions in the Indian economy in general and travel industry in particular, including disruptions caused by safety concerns, terrorist attacks, regional conflicts, pandemics and natural calamities; | |
| ● | our ability to attract, train and retain executives and other qualified employees, including suitable replacements for any members of our senior management team or other employees who may seek other employment opportunities; | |
| ● | our ability to access capital through debt and equity markets in amounts and at rates and costs acceptable to us or at all; | |
| ● | our ability to protect our intellectual property; | |
| ● | fluctuations in quarterly results and the potential impact of such fluctuations on the value of our ordinary shares; | |
| ● | potential difficulty in collecting payments in a timely manner on our outstanding accounts receivables from customers and suppliers; | |
| ● | our reliance on search engines, which may change their algorithms; | |
| ● | fluctuations in exchange rates between the Indian rupee and the U.S. dollar, Euro, British pound sterling or other major currencies; | |
| ● | our ability to maintain and/or expand relationships with, and develop new relationships with, travel companies and travel research companies as well as online travel agents, or OTAs; | |
| ● | our reliance on third-party systems and service providers, including our outsourcing of certain of our call center services, and the impact any disruption or adverse change in their business or deterioration in the quality of their performance may have on our business; | |
| ● | proceedings or claims arising from travel-related accidents and or other legal, administrative or regulatory proceedings; | |
| ● | adverse tax judgment or any matter in litigation in general; | |
| ● | online commerce security, including the risks related to the processing, storage, use and disclosure of personal data leading to internal or external security breaches and other cyber/internet attacks; | |
| ● | lower consumer and corporate demand for travel due to a reduction in discretionary spending as well as structural or behavioral changes by businesses and individuals driven by safety concerns and the comfort of working remotely eased by the use of technology, and non-renewal of our corporate customers contracts; | |
| ● | Increased focus on our environmental, social and governance responsibilities have and will likely continue to result in additional costs and risks, and may adversely impact our reputation, employee retention and willingness of customers and partners to do business with us. | |
| ● | compliance with rules and requirements applicable to public companies, including fulfilling our obligations as a foreign private issuer and maintaining proper and effective internal controls over financial reporting, will be expensive and time consuming; | |
| ● | our business partners, including the potential bankruptcy, restructuring, consolidation or alliance of any of our partners, the credit worthiness of our business partners, the possible obligation to make payments to these partners and our dependence on a small number of such partners for a significant percentage of our revenue; | |
| ● | geopolitical risk and changes in applicable laws and regulations; | |
| ● | airline suppliers (including our GDS service providers) may reduce or eliminate the commission and other fees they pay to us for the sale of air tickets; and | |
| ● | the risks and uncertainties included in this Report under “Item 3. Key Information – D. Risk Factors.” |
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PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
This Annual Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those described in the following risk factors and elsewhere in this Annual Report. If any of the following risks actually occur, our business, financial condition and results of operations could suffer.
| 4 |
Summary Risk Factors
Our business is subject to a number of risks of which you should be aware of. These risks include, but are not limited to, the following:
| ● | We have a history of operating losses. | |
| ● | The Indian travel industry is highly competitive, and we may not be able to effectively compete in the future. | |
| ● | Disruptions in the Indian economy in general and the travel industry in particular could adversely affect our business and financial performance. | |
| ● | We are exposed to risks associated with Indian businesses, particularly those in the Indian travel industry, including bankruptcies, restructurings, consolidations and alliances of its partners, the credit worthiness of these partners, and the possible obligation to make payments to our partners. | |
| ● | We are dependent on our airline ticketing business, which generates a significant percentage of our revenues and is derived from a small number of airline suppliers in India. | |
| ● | There can be no assurance that an initial public offering of Yatra India’s equity shares, i.e., all Common Stock/Ordinary Shares, par value INR 1 each (“Equity Shares”), will be consummated. | |
| ● | The COVID-19 pandemic has had, and a pandemic in future may have, a material adverse impact on the travel industry and our business, financial performance, and liquidity position. | |
| ● | Yatra India is incorporated in India and our shareholders may not have recourse in protecting their indirect interests in Yatra India as they would as shareholders of a corporation incorporated in the United States or the Cayman Islands. | |
| ● | Yatra India may issue equity or convertible securities to third parties which would reduce our ownership percentage in Yatra India and would have a dilutive effect on the amount of distributions made to us by Yatra India. | |
| ● | The interests of our shareholders will be structurally subordinated to all liabilities and obligations of Yatra India and its subsidiaries (the “Group”), including Yatra India’s public shareholders in India. | |
| ● | Significant differences exist between Indian Accounting Standards (“Ind AS”) and other accounting principles, such as Indian and U.S. Generally Accepted Accounting Principles (“GAAP”) and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition. | |
| ● | If we fail to continue to satisfy applicable Nasdaq listing standards, including compliance with the minimum market value of listed securities requirement, Ordinary Shares may be delisted from the Nasdaq Capital Market, which would seriously harm the liquidity of the Ordinary Shares and may have an adverse impact on the price of the Ordinary Shares. | |
| ● | Outstanding warrants and options, which are exercisable for our Ordinary Shares and restricted securities that vest, may increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders. | |
| ● | We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you could have less protection of your shareholder rights than you would under U.S. law. |
| 5 |
Risks Related to Our Business and Industry
We have a history of operating losses.
We have a history of losses and may continue to incur operating and net losses for the foreseeable future. Yatra’s net losses were INR 288.2 million for fiscal year 2023 as compared to a loss of INR 482.5 million in fiscal year 2022 and a loss of INR 1,194.9 million in fiscal year 2021. If our revenues grow slower than anticipated, or if our operating expenses exceed expectations, then we may not be able to achieve profitability in the near future or at all, which may depress the price of our Ordinary Shares.
The Indian travel industry is highly competitive, and we may not be able to effectively compete in the future.
The Indian travel industry is highly competitive. Our success depends upon our ability to compete effectively against numerous established and emerging competitors, including other online travel agencies, or OTAs, traditional offline travel companies, travel research companies, payment wallets, search engines and meta-search companies, both in India and abroad, such as Agoda Company Pte. Ltd., Akbar Travels, Amazon India, Booking.com B.V., Cleartrip Pvt. Ltd., Expedia Southeast Asia Pte. Ltd., Flipkart Pvt. Ltd., Easy Trip Planners Limited, Thomas Cook India Limited, FCM Travel Solutions (India) Private Limited, GBT India Private Limited, CWT India Private Limited, MakeMyTrip (India) Pvt. Ltd. (including Ibibo Group), One 97 Communications Limited, Oravel Stays Ltd., Riya Travel and Tours (India) Private Limited and Le Travenues Technology Limited, and in each case including their affiliated and group entities. Our competitors may have significantly greater personnel resources, financial resources, marketing resources and other resources than we have. Factors affecting our competitive success include price, availability of travel products, ability to package travel products across multiple suppliers, brand recognition, customer service and customer care, fees charged to customers, ease of use, accessibility, reliability, and innovation. If we are not able to compete effectively against our competitors, our business and results of operations and cash flows may be adversely affected.
Large, established Internet search engines with a global presence and meta-search companies, who can aggregate travel search results, compete against us for customers. Certain of our competitors have launched brand marketing campaigns to increase their visibility with customers. Some of our competitors have significantly greater personnel resources, financial resources, marketing resources and other resources than we do and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market as compared with us. Meta-search sites, including TripAdvisor Inc., Trivago NV, Skyscanner and Kayak, offer the users an ability to make reservations directly on their websites, which may reduce the amount of traffic and transactions available to us through referrals from these sites. If additional meta-search sites begin to offer the ability to make reservations directly, that will further affect our ability to generate traffic to our sites. From time to time, we have been, and, in the future, we may be, required to reduce service fees and Adjusted Margin % in order to compete effectively and maintain or gain market share.
We may also face increased competition from new entrants in our industry. The travel industry is extremely dynamic and new channels of distribution in the travel industry may negatively affect our market share. Additional sources of competition include large companies that offer online travel services as one part of their business model, such as Alibaba Group Holding Ltd, as well as “daily deal” websites, such as Groupon, Inc.’s Getaways, or peer-to-peer inventory sources, such as Airbnb Inc., VRBO.com and Oravel Stays Ltd., which provide home and apartment rentals as an alternative to hotel rooms. Recently, the growth of peer-to-peer inventory sources has affected the demand for our services in facilitating reservations at hotels, particularly in overseas markets. We cannot assure that we will be able to successfully compete against existing or new competitors in our existing lines of business as well as new lines of business into which we may venture. If we are not able to compete effectively, our business, cash flows, and results of operations may be adversely affected.
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In addition, many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications. Suppliers may offer advantages for customers to book directly, such as member-only fares, bonus miles or loyalty points, which could make their offerings more attractive to customers. Some low-cost airlines distribute their online supply exclusively through their own websites and other airlines have stopped providing inventory to certain online channels and attempt to drive customers to book directly on their websites by eliminating or limiting sales of certain airline tickets through third-party distributors. Additionally, airline suppliers are increasingly promoting hotel supply on their websites in connection with airline tickets. If we are unable to compete effectively with supplier-related travel channels or other competitors, our business, cash flows and results of operations may be adversely affected.
We also face increasing competition from widely used search engines, including Google, Bing, and Yahoo!. Search engines have grown in popularity and may offer comprehensive travel planning or shopping capabilities, which may drive more traffic directly to the websites of our suppliers or competitors. Efforts undertaken by search engines in appealing the customers by various travel products, as well as possible future developments in such offerings in travel sector, may change or undermine our ability to obtain prominent placement in paid or unpaid search results at a reasonable cost or at all.
There can be no assurance that we will be able to compete successfully against any current and future competitors or on emerging platforms or provide differentiated products and services to our customer base. Increasing competition from current and emerging competitors, the introduction of new technologies and the continued expansion of existing technologies, such as meta-search and other search engine technologies, may force us to make changes to our business models, which could affect our financial condition, cash flows, and results of operations. Increased competition has resulted in and may continue to result in reduced margins, as well as loss of customers, transactions, and brand recognition.
Disruptions in the Indian economy in general and the travel industry in particular could adversely affect our business and financial performance.
Substantially all our operations are in India and, therefore, our financial performance and growth are necessarily dependent on economic conditions prevalent in India. The Indian economy may be materially and adversely affected by epidemics, pandemics, or other health crises, such as COVID-19, political instability or regional conflicts, geopolitical conflicts, a general rise in interest rates, inflation, taxation, adverse movement in foreign exchange rates and adverse economic conditions occurring elsewhere in the world, such as a slowdown in economic growth in China, global trade wars, and other matters. As per the Ministry of Statistics and Programme Implementation (MoSPI), India’s GDP growth came in at 7.2% for fiscal year 2023 versus 9.2% in fiscal year 2022. The Reserve Bank of India is forecasting GDP growth of 6.5% for fiscal year 2024. However, the Indian economy could be adversely impacted by inflationary pressures, any increase or volatility in oil prices, currency depreciation, the poor performance of its large agricultural and manufacturing sectors, trade deficits, initiatives by the Indian government towards demonetization of certain Indian currency in 2016, the Indian government’s implementation of a comprehensive nationwide goods and services tax, or GST regime, the relaxation of certain provisions of the Insolvency and Bankruptcy Code, which may impact our ability to recover debts owed to Company, increases in tax rates, a slowdown in lending environment, trade wars with the US and other countries, terrorist attacks, regional conflicts, natural calamities or other catastrophic events and other factors. India also faces major challenges in sustaining its growth, which include the need for substantial infrastructure development and improving access to healthcare and education.
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We are exposed to risks associated with Indian businesses, particularly those in the Indian travel industry, including bankruptcies, restructurings, consolidations and alliances of its partners, the credit worthiness of these partners, and the possible obligation to make payments to our partners.
We do nearly all our business with a wide variety of travel-related companies based in India, including airlines, large hotel chains and others. We are exposed to risks associated with these Indian businesses, which risks were heightened by the COVID-19 pandemic, including bankruptcies, restructurings, consolidations and alliances of its partners, the credit worthiness of these partners, and the possible obligation to make payments to our partners. For example, the Indian airline industry has experienced significant losses and has undergone bankruptcies, restructurings, consolidations, and other similar events. Jet Airways, one of the largest private airlines in India, ceased operations in fiscal 2020, which has reduced the number of domestic and international flights available to us and negatively impacted our revenue. The bankruptcy and cessation of all operations by Jet Airways has made doubtful the recovery of our receivables from the airline, such as commissions, productivity linked bonus, tax collected at source and refunds for cancelled tickets. The Jet Airways bankruptcy has created, and any future bankruptcies or increased consolidation in the airline industry, could create challenges for our relationships with airlines, including by reducing the profitability of our airline ticketing business.
We are dependent on our airline ticketing business, which generates a significant percentage of our revenues and is derived from a small number of airline suppliers in India.
Our growth strategy relies significantly on the expansion of our Air Ticketing Business and our ties with airline suppliers. We offer our customers access to seven domestic and over 400 international airlines. Yet, most of our Air Ticketing revenue comes from four primary domestic airlines. Given the concentration of the domestic Indian air travel market among these airlines, any negative trends in the Indian commercial aviation sector, especially among these leading domestic airlines, could affect our business. For example, the COVID-19 pandemic and the measures implemented to contain the pandemic have had, and in case of any such situation in future, are expected to have, a significant negative effect on the Indian air travel industry, the dominant domestic airlines and, by extension, our business, financial condition, results of operations, cash flows and liquidity. Further, our dependence on a limited number of domestic airlines means that recent reductions or eliminations in base commissions and incentive payments by these airlines have had, and any further reductions or eliminations in such commissions and payments could have, a material adverse effect on our revenue. Our reliance on a limited number of Indian airlines exposes us to the risks associated with the domestic airline industry, such as rising fuel costs, high taxes, currency depreciation, liquidity constraints and health concerns, such as the COVID-19 pandemic. In addition, our reliance on these airlines increases their bargaining power in price and contract negotiations, and further consolidation of domestic airline suppliers may exacerbate these trends. If one or all of these domestic airlines exert significant price and margin pressure on us, it could materially and adversely affect our business, financial condition, cash flows and results of operations.
We primarily earn revenue from the air tickets booked by customers through our platforms in the form of commissions and incentives. Commissions and incentive payments, such as performance linked bonuses, are primarily received from GDS service providers and certain airlines as well as credit card companies on a periodic basis and are generally based on the volume of sales generated by us. In addition, we also earn revenue from convenience fees, cancellation service charges, rescheduling charges, and advertisement revenue that we may charge in connection with the travel booking. We are therefore heavily dependent on the operations of a limited number of airlines, overall demand for their services, and their demand for our services.
Our dependence on these airlines also exposes us to risks associated with their internal management, financial condition, and creditworthiness. If these airlines increasingly engage directly with customers or other similar online travel agencies, as applicable, or are unable to pay us in a timely manner or at all, whether due to the deterioration of their financial position, an economic downturn, internal conflicts or any other reason, our business, financial condition, results of operations, cash flows and prospects could be materially and adversely affected. Our dependence on a limited number of airlines also implies that a reduction or elimination in base commissions and incentive payments, by one or more of these airlines, could have a material adverse effect on the revenues generated from our Air Ticketing business, thereby impacting our revenues. Further consolidation of airline suppliers may also exacerbate these trends. If one or all of these airlines exert significant price and margin pressures on us, it could materially and adversely affect our business, financial condition, results of operations and cash flows.
To illustrate, in May 2023, Go Airlines (India) Limited, otherwise known as Go First - one of our top five domestic airline contributors - voluntarily applied for insolvency resolution proceedings, subsequently halting all its flight operations from May 3, 2023, onwards. As of the time of this Annual Report, Go First’s flight operations remain in suspension. The cessation of their operations has led to a decline in the inventory of flight tickets available on our platform, which has caused disruptions to the travel plans of some of our customers.
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The COVID-19 pandemic has had, and a pandemic in future may have, a material adverse impact on the travel industry and our business, financial performance, and liquidity position.
The outbreak of COVID-19 in 2020 disrupted global economic activity and in particular the travel industry. In response to the COVID-19 pandemic, the governments of many countries, states, cities, and other geographic regions implemented containment measures, such as imposing lockdowns and restrictions on travel and business operations and advising or requiring individuals to limit or forgo their time outside of their homes. The measures implemented to contain the COVID-19 pandemic had a significant negative effect on our business, financial condition, results of operations, cash flows and liquidity position. In particular, such measures led to a significant decline in travel demand, unprecedented levels of cancellations and limited new air travel, hotel and holiday bookings.
With the availability of vaccines and increasing familiarity with the virus, as well as evolution of milder COVID-19 variants, COVID-19 related travel restrictions have been lifted, and countries around the world have reopened their borders for foreign travel. However, a resurgence of new variants of the virus could have a significant impact on the global economy and travel industry in the future. Overall, the full duration and impact of the COVID-19 pandemic remains uncertain, and it is difficult to predict how the recovery will continue to unfold with respect to the travel industry and our business, going forward.
The pandemic impeded global economic activity for an extended period and could impact the economy in the future. The pandemic led to a significant decrease in per capita income and disposable income, increased and sustained unemployment, and a decline in consumer confidence, all of which significantly reduced discretionary spending by individuals and businesses on travel. In turn, these effects negatively impacted demand for travel services, while the global economy recovered during 2021 and 2022, and in 2022 we experienced a significant recovery in travel demand, we cannot predict how the pandemic will affect the travel industry and our business in the long term.
As an intermediary in the travel industry, a significant portion of our revenue is affected by the operation of our travel suppliers. The effects of the pandemic and governments’ measures forced many travel suppliers to reduce operations and to seek government support to maintain their businesses. The suspension or termination of services by major travel suppliers, in particular airlines, negatively impacts the products we can offer to our travel customers. We cannot predict the long-term effects of the COVID-19 pandemic on our travel suppliers or the ways that the pandemic may fundamentally alter the travel industry. We may need to adjust to a travel industry with fewer and different suppliers as well as structural changes to certain types of travel.
The resurgence in the spread of new variants of COVID-19, or the emergence of new pandemics or even widespread fear of contagious diseases, could impact economic activity and travel and consequently could adversely affect our business in the future.
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Air India has moved to a single GDS service provider platform for its domestic inventory; there can be no assurance that other airline suppliers will not institute similar measures.
Air India has discontinued providing domestic reservation inventory to multiple GDS platforms. Air India now uses one GDS provider for its entire domestic inventory and two GDS providers for its international inventory. As a result of these changes, which we refer to as “Reservation Content Movement”, our access to ticket inventory through the GDS providers we use and the incentives we receive from such GDS providers for Air India ticketing have decreased. There can be no assurance that other major partners will not institute such cost-savings measures, or other measures that would further reduce the ticket inventory available to us. Any such measures by major partners could adversely affect our business, cash flows and results of operations.
The commission and other fees we receive from airline suppliers (including our GDS service providers) for the sale of air tickets may be reduced or eliminated, and this could adversely affect our business and results of operations.
In our Air Ticketing Business, we generate revenue through commissions and incentive payments from airline suppliers, service fees charged to our customers and fees from our GDS service providers. Even though, we have been constantly engaging with our GDS partners to realign the thresholds based on industry volumes, we have experienced a reduction in the commissions and incentive payments we receive from our airline suppliers and the fees we are able to generate through our GDS service providers. The fees that we are able to generate from our GDS service providers have been reduced due to Reservation Content Movement. To the extent that, in the future, the commissions or incentive payments our airline suppliers pay to us or the fees we generate through our GDS service providers are further reduced or eliminated, our revenue may be further reduced unless we are able to adequately mitigate such reduction by increasing the service fees we charge to our customers in a sustainable manner. Any increase in service fees, to mitigate reductions in or elimination of commissions or otherwise, may also result in a loss of potential customers. Further, our arrangements with the airlines that supply air tickets to us may limit the amount of service fees that we are able to charge our customers. Our business would also be negatively impacted if competition or regulation in the travel industry causes us to reduce or eliminate our service fees.
Our business depends on our relationships with a broad range of travel suppliers, and any adverse changes in these relationships, or our inability to enter new relationships, could negatively affect our business, cash flows, and results of operations.
We rely significantly on our relationships with airlines, hotels, railways, bus lines, activity vendors, GDS service providers and other travel suppliers to enable us to offer our customers comprehensive access to travel services and products. Adverse changes in any of our relationships with travel suppliers, or the inability to enter new relationships with travel suppliers, could reduce the amount of inventory that we may be able to offer. Our arrangements with travel suppliers are not typically subject to long-term commitments and may not remain in effect on current or similar terms, and the net impact of future pricing options may adversely impact our revenue. Travel suppliers are increasingly focused on driving online demand to their own websites and may cease to supply us with the same level of access to travel inventory in the future.
A significant change in our relationships with our major suppliers for a sustained period, including an inability by any travel supplier to fulfill their payment obligation to us in a timely manner or a supplier’s complete withdrawal of inventory, could have a material adverse effect on our business, financial condition, cash flows or results of operations. Furthermore, no assurance can be given that our travel suppliers will not further reduce or eliminate fees or commissions or attempt to charge us for content, terminate our contracts, make their products or services unavailable to us as part of exclusive arrangements with our competitors or default on or dispute their payment or other obligations towards us, any of which could reduce our revenue and Adjusted Margin % or may require us to initiate legal or arbitration proceedings to enforce their contractual payment obligations, which may adversely affect our business, cash flows and results of operations.
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Our business and financial results are subject to fluctuations in currency exchange rates.
Given the nature of our business, any fluctuation in the value of the Indian Rupee against the U.S. dollar, Euro, British pound sterling or other major currencies will affect customers’ travel behavior and, therefore, will have an impact on our results of operations. For example, in fiscal year 2019, the drop in the average value of the Indian Rupee as compared to the U.S. dollar adversely impacted the Indian travel industry as it made outbound travel for Indian consumers more expensive. In addition, our exposure to foreign currency risk also arises in respect of our non-Indian Rupee-denominated trade and other receivables, trade and other payables, and cash and cash equivalents. We currently do not have any hedging agreements or similar arrangements with any counterparty to cover our exposure to any fluctuations in foreign exchange rates. Moreover, adverse currency movements arising out of the COVID-19 pandemic may adversely impact our profitability.
Compliance with rules and regulations applicable to U.S. reporting companies could cause us to incur additional costs, and any failure by us to comply with such requirements could negatively affect investor confidence in us and cause the market price of our securities to decline.
As a U.S. reporting company, we incur significant legal, accounting, and other expenses. For example, we are required by Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, to include a report of management’s assessment on our internal control over financial reporting [and an auditor’s attestation report on our internal control over financial reporting in our Annual Report.] Effective internal control over financial reporting is necessary for us to provide reliable financial reports.
Complying with these rules and regulations may be difficult and costly for us. We have incurred and anticipate that we will continue to incur considerable costs and use significant management time and other resources in an effort to comply with the Sarbanes-Oxley Act and other U.S. public company reporting requirements. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, if we fail to comply with any significant rule or requirement associated with being a public company, such failure could result in the loss of investor confidence and could harm our reputation and cause the market price of our securities to decline.
If we fail to establish and maintain proper and effective internal controls over financial reporting, our results of operations and our ability to operate our business may be harmed.
We are subject to the Sarbanes-Oxley Act, which requires, among other things, that we establish and maintain effective internal controls over financial reporting and disclosure controls and procedures. Under SEC’s rules, we are required to perform system and process evaluation and testing of our internal controls over financial reporting to allow management to assess the effectiveness of our internal controls. In addition, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act.
Our evaluation and testing may reveal deficiencies in our internal controls that are deemed to be material weaknesses or significant deficiencies and render our internal controls over financial reporting ineffective. We incur significant accounting and auditing expenses and spend significant management time complying with the requirements to evaluate and test our internal controls. If we are not able to comply with these requirements in a timely manner, or if we or our management identifies material weaknesses or significant deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities may decline, and we may be subject to investigations or sanctions by the SEC, the Financial Industry Regulatory Authority, Inc. or other regulatory authorities. In addition, we may be required to expend significant management time and financial resources to correct any material weaknesses that may be identified or to respond to any regulatory investigations or proceedings.
We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
Effective internal control over financial reporting is necessary for us to maintain reliability of financial reporting and preparation of financial statements. In connection with the preparation of our financial statements for the year ended March 31, 2023, we have identified material weaknesses in our internal control over financial reporting and concluded that as of March 31, 2023, our disclosure controls and procedures and our internal control over financial reporting were not effective. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual financial statements will not be prevented or detected on a timely basis. Our internal controls over financial reporting were ineffective due to inadequacy of documentation for review controls pertaining to control attributes, precision levels applied, and documentation of completeness and accuracy of reports used impacting multiple financial statement accounts and the financial statement closing process, as well as the design and operating effectiveness of the IT general controls related to the Company’s freight forwarding business. Our independent registered public accounting firm has expressed an adverse opinion on the effectiveness of our internal control over financial reporting as of March 31, 2023. See “Item 15 - Controls and Procedures.” As the remediation plans are or continue to be implemented, management may take additional measures or modify the measures being undertaken.
Our ongoing evaluation and testing may reveal additional deficiencies in our internal controls that are deemed to be material weaknesses or significant deficiencies and render our internal controls over financial reporting ineffective. We incur significant accounting and auditing expenses and spend significant management time complying with the requirements to evaluate and test our internal controls. If we are not able to comply with these requirements in a timely manner, or if we continue to identify material weaknesses or significant deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our securities may decline, and we may be subject to investigations or sanctions by the SEC, the Financial Industry Regulatory Authority, Inc. or other regulatory authorities. In addition, we may be required to expend significant management time and financial resources to correct any material weaknesses that may be identified or to respond to any regulatory investigations or proceedings.
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We rely on third-party systems and service providers, and any disruption or adverse change in their business may have a material adverse effect on our business.
We currently rely on a variety of third-party systems, service providers and software companies, including the GDS and other electronic central reservation systems used by airlines, various offline and online channel managing systems and reservation systems used by hotels and accommodation suppliers and aggregators, systems used by Indian Railways, and systems used by bus and car operators and aggregators, as well as other technologies used by payment gateway providers. In particular, we rely on third parties to:
| ● | assist in conducting searches for airfares and process air ticket bookings; | |
| ● | process hotel reservations; | |
| ● | process credit card, debit card, net banking, Unified Payment Interfaces, and e-wallet payments; | |
| ● | provide computer infrastructure critical to our business; and | |
| ● | provide customer relationship management, or CRM, software services. |
These third parties are subject to general business risks, including system downtime, cybersecurity breaches, fraudulent access, natural disasters, infectious disease outbreak or escalation of hostilities, human error and other causes that may lead to unexpected business interruptions. Any interruption in these or other third-party services or deterioration in their performance could impair the quality of our service. For example, technical glitches in third-party systems may result in the information provided by us to our customers, such as the availability of hotel rooms on a central reservations system of a hotel supplier, to not be accurate, and we may incur monetary and/or reputational loss as a result. Furthermore, if our arrangements with any of these third parties are suspended, terminated or no longer available on commercially acceptable terms, we may not be able to find an alternate source of support on a timely basis and on commercially reasonable terms, or at all.
Our success is also dependent on our ability to maintain our relationships with these third-party systems and service providers, including our technology partners. In the event our arrangements with any of these third parties are impaired or terminated, we may not be able to find an alternative source of systems support on a timely basis or on commercially reasonable terms, which could result in significant additional costs or disruptions to our business.
We may not be able to adequately control and ensure the quality of travel products and services sourced from our travel suppliers. If there is any deterioration in the quality of their performance, our customers may seek damages from us and not continue using our online platform.
Our business is significantly affected by the overall size of our customer base, which is determined by our ability to provide quality customer service. We provide customer support at all stages of our customers’ trips, through call centers, e-mail, and web-based support. As of March 31, 2023, we had employed 118 customer service representatives in our call centers and in addition we also had 61 customer service representatives who provide customer support services through our outsourced call center partner. If we fail to provide quality customer service, our customers may be less inclined to book travel products and services with us or recommend us to new customers and may channel their bookings through our competitors. Our ability to ensure satisfactory customer experience for a large part depends on our travel suppliers’ ability to provide high-quality travel products and services. If these service providers experience difficulty in meeting our requirements for quality and customer service standards including any operational or system interruptions, our reputation could suffer, and our business could be adversely affected. As we increase the number of third-party services available through our platform, we may not be able to adequately monitor or assure the quality of these services, and an increase in customer dissatisfaction may adversely impact our business. In the event one or more of our contracts with such service providers is terminated on short notice, we may be unable to find alternative service providers on commercially reasonable terms, or at all. Further, the quality of the service provided by a new or replacement service provider may not meet our requirements, including during the transition and training phase. Hence, termination of any of our contracts with our service providers could cause a decline in the quality of our services.
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As we increase the number of third-party services available through our platform, we may not be able to adequately monitor or assure the quality of these services and increases in customer dissatisfaction may adversely impact our business. In 2015, we launched a marketplace platform that enables us to sell our own inventory and the inventory of third-party vendors to provide travelers a wider selection of products and services on a single platform. This platform allows third-party suppliers or travel services to manage and sell products and services on yatra.com directly to consumers. We may not be able to adequately monitor these third-party vendors to ensure that they provide high-quality travel products and services to our customers on a consistent basis. Certain travel service providers may lack adequate quality control for their travel products and customer service. Similarly, we cannot ensure that every travel service provider has obtained, and duly maintained, all the licenses and permits required for it to provide travel products to consumers.
In addition, we receive significant media coverage in India and other geographic markets. Our business can also be adversely affected by customer complaints relating to the non-performance or sub- standard performance of our services, our operations, and quality of products. In the past, we have been subject to customer complaints and litigation due to our travel suppliers’ failure to provide satisfactory travel products or services. Customer complaints also typically relate to the miscommunication or misunderstanding on tour arrangements, rescheduling, and processing refunds, inaccurate descriptions of hotel rooms and quality of amenities available, as well as matters which do not involve any default or deficiency on our part. If our customers are dissatisfied with the travel products and services provided, they may channel their bookings through our competitors and may even demand refunds from us for poor service quality. Failure to maintain the quality of customer services, monitoring our travel suppliers or satisfactorily resolving customer complaints, could harm our reputation and our ability to retain existing customers and attract new customers, which may materially and adversely affect our business, financial condition, cash flows and results of operations. Further, negative customer feedbacks, complaints or claims against us in consumer forums or otherwise, can result in diversion of management attention and other resources, which may adversely affect our business operations.
Any failure to maintain the quality of our brand and reputation could have a material adverse effect on our business.
We have invested considerable time and resources in developing and promoting our “Yatra” brand. We expect to continue to spend on maintaining the high quality of our brand to compete against a large and growing number of competitors. We also believe that the strength of our brand is one of our key assets that will allow us to expand into new geographies, such as “Tier 2” and “Tier 3” cities in India (according to the Indian government, cities with a population in the range of 50,000 to 100,000 are classified as Tier 2 cities, while those with a population of 20,000 to 50,000 are classified as Tier 3 cities), where our brand is not as well known. These efforts may not be successful and, even if we are successful in our branding efforts, such efforts may not be cost-effective. If we are unable to maintain or enhance consumer awareness of our brands or generate demand in a cost-effective manner, it could have a material adverse effect on our business and financial performance.
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Intellectual property rights are important to our business, and we cannot be sure that our intellectual property is protected from copying or use by others, and we may be subject to third-party claims for intellectual property rights infringement.
Our intellectual property rights are important to our business. We rely on a combination of copyright and trademark laws, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property. Our websites and mobile applications rely on content and in-house customizations and enhancements of third-party technology, much of which is not subject to intellectual property protection. We protect our logos, brand name, websites’ domain names and, to a more limited extent, our content by relying on copyrights, trademarks, trade secret laws and confidentiality agreements. We have inter alia applied for trademark registration of our logos and word marks for yatra and yatra.com in India and some of such applications are currently pending with the Registry of Trademarks. We have filed responses to objections raised by the Registry of Trademarks to certain of these applications. We have also filed oppositions with the Registry of Trademarks against certain trademarks in pursuance of the protection of our trademarks and initiated legal proceedings in the appropriate courts of law for enforcing and protecting our intellectual property rights. Even with all these precautions, there can be no assurance that our intellectual property will be protected. It is possible for someone else to copy or otherwise obtain and use our content, techniques, and technology without our authorization or to develop similar technology. While our domain names cannot be copied, another party could create an alternative domain name resembling ours that could be passed off as our domain name.
Our efforts to protect our intellectual property may not be adequate. Unauthorized parties may infringe upon or misappropriate our services or proprietary information. In addition, the global nature of the Internet makes it difficult to control the ultimate destination of our services. The misappropriation or duplication of our intellectual property could disrupt our ongoing business, distract our management and employees, reduce our revenues, and increase our expenses. In the future, litigation may be necessary to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could be time consuming and costly.
We could be subject to intellectual property infringement claims as the number of our competitors grows and the content and functionality of our websites or other service offerings overlap with competitive offerings. As competition in our industry increases and the functionality of technology offerings further overlaps, such claims and counterclaims could increase. There can be no assurance that we have not or will not inadvertently infringe on the intellectual property rights of third parties. Our defenses against these claims, even if not meritorious, could be expensive and divert management’s attention from operating our business. If we become liable to third parties for infringing their intellectual property rights, we could be required to pay a substantial award as damage and forced to develop non-infringing technology, obtain a license or cease using the applications that contain the infringing technology. We may be unable to develop non-infringing technology or obtain a license on commercially reasonable terms or at all.
Our success depends on maintaining the integrity of our systems and infrastructure, and adapting to technological developments, which may suffer from failures, capacity constraints, business interruptions and forces beyond our control.
We rely significantly on the capacity, reliability and security of our computer systems, technology and service providers that generates, facilitates, and processes transactions, including GDSs, APIs, channel managers and reservation systems used by certain airlines, hotels, Indian Railway Catering and Tourism, or the IRCTC and taxi and bus operators, as well as cloud computing and payment processing software services. However, while we believe that our systems and infrastructure are reliable, there can be no guarantee that we may be able to maintain and improve the efficiency, reliability, and integrity of our systems as our operations grow in cases of technical failure, unauthorized tampering or corruption of data. Unexpected increases in the volume of our business could exceed system capacity, resulting in service interruptions, outages and delays that may make some or all our services unavailable. Such constraints can also lead to the deterioration in the quality of our services or impair our ability to process transactions. System interruptions could impair our ability to process transactions and may prevent us from efficiently providing services to our customers, travel suppliers or other third parties, which could cause damage to our reputation and adversely affect our business, cash flows, and results of operations. In addition, we may be subject to liability as a result of any theft or misuse of personal information stored on our systems or any problems arisen due to incorrect scheduling of a customer’s travel booking. Further, any technical failure of our suppliers’ systems or use of their information technology systems for our business or interruptions in their services due to any reason may hamper our business and would adversely affect us.
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Our success and future growth depend significantly on our successful marketing efforts, and if such efforts are not successful, our business and financial results may be adversely impacted.
We have invested in developing and promoting our brand since our inception, using a combination of online, offline, cross-marketing, social media, and other marketing initiatives. For further information, see “Business Overview.” We intend to continue to dedicate significant resources to marketing efforts, including for our website and mobile application, particularly as we continue to grow and expand into new markets in India and outside India to complement our existing operations. However, brand promotion may not necessarily result in incremental revenue and even if they do, any incremental revenue may not necessarily offset the expenses we incurred in building our brand. Further, we are relatively new in the hotels and holiday packages segment and rail tickets segment and therefore, may not enjoy the same brand recognition as in our other businesses. Our ability to attract customers depends in large part on the success of these marketing efforts and the success of the marketing channels we use to promote our products. If any of our marketing channels become less effective, or if we are unable to continue to use any of our marketing channels due to increase in costs, or if we are not successful in deploying new channels, we may not be able to attract new customers in a cost-effective manner or convert potential customers into active customers. Further, if the brands that we have engaged in the past and intend to engage with in the future, refuse to engage with us, or if we are unable to recover our marketing costs through increase in users for our mobile application or traffic to our websites, or if we discontinue our marketing campaigns, it could have a material adverse effect on our business, prospects, results of operations, financial condition or cash flows.
Our insurance coverage could prove inadequate to satisfy potential claims or protect us from potential operational hazards and losses, which may have a material adverse effect on our financial condition, results of operations and cash flows.
Travel and tourism services involve many risks that may adversely affect our operations, and the availability of insurance is therefore fundamental to our operations. We have obtained insurance policies covering all risks including office infrastructure, fire and allied perils (building and contents), commercial general liability policy, professional liability cover, etc. Further, we have obtained a directors and officers’ liability and company reimbursement policy. However, there can be no assurance that our current insurance policies will insure us fully against all risks and losses that may arise in the future. Further, there can be no assurance that any claim under the insurance policies maintained by us will be honored fully, in part or on time. In cases where certain loss or damages are not covered under our insurance policies, or even if such losses are insured, we are required to pay a significant deductible on any claim for recovery of such a loss, or the amount of the loss may exceed our coverage for the loss or the premium charged is significantly increased, our results of operations and cash flows could be adversely affected. In addition, our insurance policies are subject to annual review, and we cannot assure you that we will be able to renew these policies on similar or otherwise acceptable terms, or at all. If we were to incur a serious uninsured loss or a loss that significantly exceeds the limits of our insurance policies, it could have a material adverse effect on our financial condition, results of operations and cash flows.
We may not be successful in implementing our growth strategies, which could adversely affect our business operations, financial condition, and cash flows.
Our growth strategy involves capitalizing on the growth in the travel industry, expanding our hotels and holiday packages segment and railway ticketing operations, focusing on Tier 2 and Tier 3 cities, and strengthening our presence among corporates, investing in technology and enhancing cross-selling opportunities and promoting our brand. Our success in implementing our growth strategies is affected by:
| ● | our ability to increase the number of suppliers, particularly our hotel suppliers, that are directlyconnected to us; | |
| ● | our ability to continue to expand our distribution channels, and market and cross-sell our travel services and products to facilitate the expansion of our business; | |
| ● | our ability to build or acquire the required technology; | |
| ● | our ability to expand our online features and services; | |
| ● | our ability to enter new associated business segments; | |
| ● | the general condition of the global economy (particularly in India and markets with proximity to India) and continued growth in demand for travel services, particularly online; |
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| ● | our ability to compete effectively with existing and new entrants to the Indian travel industry, including both online travel companies as well as traditional travel agents and tour providers; | |
| ● | the growth of the Internet as a medium for commerce in India, particularly in Tier 2 and Tier 3 cities; and | |
| ● | changes in our regulatory environment. |
Many of these factors are beyond our control and there can be no assurance that we will succeed in implementing our strategies. Further, pursuing these strategies may place significant demands on our management as well as our financial resources and accounting and operating systems. We are subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure of products to operate properly. If we are not able to anticipate, identify, develop, and market products in line with technological advancements that respond to changes in customer preferences, demand for our services could decline and our operating results could be adversely affected.
While we have successfully executed our business strategies in the past, we cannot assure you that we will be able to execute our strategies on time and within the estimated budget. Further, as we expand our operations, we may be unable to manage our business efficiently, which could result in delays, increased costs, affect the quality of our services, and may adversely affect our reputation. Our anticipated future operations may place a significant strain on our management, systems, and resources. In addition to training and managing our workforce, we may need to continue to improve and develop our financial and managerial controls and our reporting systems and procedures. For more information, see “Inability to maintain adequate internal controls may affect our ability to effectively manage our operations, resulting in errors or information lapses.” Our failure to manage our growth could therefore have an adverse effect on our business, financial condition, and cash flows.
The expansion of our business to new geographic markets may expose us to additional risks.
Our comprehensive travel-related offerings are primarily customized to the Indian travel market. If in the future we determine to significantly expand outside of India, we will need to adjust our services and business model to the unique circumstances of those new geographic markets to succeed, including building new supplier relationships and customer preferences. Adapting our practices and models effectively to the supplier and customer preferences in new markets could be difficult and costly and could divert management and personnel resources. We cannot assure you that we will be able to manage the growth of our operations efficiently or effectively in new markets.
In addition, we may expose ourselves to new risks that may not exist in our Indian operations, including:
| ● | differences and unexpected changes in regulatory requirements and exposure to local economic conditions; | |
| ● | differences in consumer preferences in such markets; | |
| ● | increased risk to and limits on our ability to enforce our intellectual property rights; | |
| ● | competition from providers of travel services in such foreign countries; | |
| ● | restrictions on the repatriation of earnings from such foreign countries, including withholding taxes imposed by certain foreign jurisdictions; and | |
| ● | currency exchange rate fluctuations. |
If we choose to enter new markets and are not able to effectively mitigate or eliminate these risks, our results of operations could be adversely affected.
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Industry information included in this Annual Report has been derived from an industry report commissioned by us for such purpose. There can be no assurance that such third-party statistical, financial, and other industry information is either complete or accurate.
We have availed the services of an independent third-party research agency, CRISIL Limited, to prepare an industry report titled “Assessment of the travel industry in India”, for purposes of inclusion of such information in this Annual Report. This industry report is subject to various limitations and based upon certain assumptions that are subjective in nature. While we have taken reasonable care in the reproduction of the information, the third party, industry and market related information has not been prepared or independently verified by us or any of our or its respective affiliates or advisors and, therefore, we make no representation or warranty, express or implied, as to the accuracy or completeness of such facts and statistics. Due to possibly flawed or ineffective collection methods or discrepancies between published information and market practice and other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced for other economies and should not be unduly relied upon. Further, there is no assurance that they are stated or compiled on the same basis or with the same degree of accuracy as may be the case elsewhere. Statements from third parties that involve estimates are subject to change, and actual amounts may differ materially from those included in this Annual Report.
We are exposed to the proceedings or claims arising from travel-related accidents or customer misconduct during their travels, the occurrence of which may be beyond our control.
Accidents are a leading cause of mortality and morbidity among tourists. We are exposed to risks of our customers’ claims arising from or relating to travel-related accidents. As we enter into transactions with our customers directly, our customers typically take actions against us for the damages they suffer during their travels. However, such accidents may result from the negligence or misconduct of our travel suppliers or other service providers, over which we have no or limited control. See also “-Risks Related to Our Business and Industry-We may not be able to adequately control and ensure the quality of travel products and services sourced from our travel suppliers. If there is any deterioration in the quality of their performance, our customers may seek damages from us and not continue using our online platform.” We maintain the insurance policy as required in the ordinary course of business. However, there is no assurance that such insurance or indemnification will be sufficient to cover all our losses and we may be subject to claims or losses which are not covered by way of insurance policies procured by our Company. In addition, some of the travel-related accidents result from adventure activities undertaken by our customers during their travels, such as scuba diving, white water rafting, wind surfing and skiing. Furthermore, we may be affected by our customer misconduct during their travels, over which we have no or limited control. However, such accidents and misconduct, even if not resulting from our or our travel suppliers’ negligence or misconduct, could create a public perception that we are less reliable than our competitors, which would harm our reputation, and could adversely affect our business and results of operations.
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We may be subject to legal or administrative proceedings regarding our travel products and services, information provided on our online platform or other aspects of our business operations, which may be time-consuming to defend against and affect our reputation.
From time to time, we have become and may in the future become a party to various legal or administrative proceedings arising in the ordinary course of our business, including breach of contract claims, anti-competition claims and other matters. Such proceedings are inherently uncertain, and their results cannot be predicted with certainty. Regardless of the outcome and merit of such proceedings, any such legal action could have an adverse impact on our business because of defense costs, negative publicity, diversion of management’s attention and other factors. In addition, it is possible that an unfavorable outcome of one or more legal or administrative proceedings, whether in India or in another jurisdiction, could materially and adversely affect our financial position, results of operations or cash flows in a particular period or damage our reputation. In addition, our online platform contains information about our travel products and services, vacation destinations and other travel-related topics. It is possible that if any content accessible on our online platform contains errors or false or misleading information, our customers may take action against us.
We rely on assumptions and estimates to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
We believe that certain metrics are key to our business, including travel expenditures, customers, repeat customers, total transaction volume, gross bookings, customer traffic, monthly visitors, app downloads, number of travel agents and bookings. As the industry in which we operate continues to evolve, the metrics by which we evaluate our business may change over time. While these numbers are based on what we believe to be reasonable estimates, our internal tools have a number of limitations and our methodologies for tracking these metrics may change over time. For example, a single person may have multiple accounts or browse the Internet on multiple browsers or devices, some users may restrict our ability to accurately identify them across visits, some mobile applications automatically contact our servers for regular updates with no user action, and we are not always able to capture user information on all our platforms. As such, the calculations of our traffic and monthly visitors may not accurately reflect the number of people actually visiting our platforms. Also, if the internal tools we use to track these metrics under-count or over-count performance or contain algorithmic or other technical errors, the data and/or reports we generate may not be accurate. In addition, historically, certain metrics were calculated by independent third parties, and have not been verified by us. We calculate metrics using internal tools, which are not independently verified by a third party. In addition, we continue to improve upon our tools and methodologies to capture data and believe that our current metrics are more accurate; however, the improvement of these tools and methodologies could cause inconsistencies between current data and previously reported data, which could confuse investors or lead to questions about the integrity of the data.
The roll-out of new features, improvements and strategies may not meet our expectations.
We are regularly working to improve our websites and mobile applications and roll-out new features to improve our user experience, attract new users, expand our market reach, and develop new sources of revenue. However, there is no guarantee that any new features or initiatives we develop will ultimately be successful and, if they are not, our business, cash flows and results of operations may be materially adversely affected. Even if we are able to successfully adopt new features, improvements or strategies, the impact of such initiatives may take longer to develop than we expect or not develop at all. We may devote significant financial resources and management time and attention to any new features, initiatives, or business services we develop, but fail to achieve expected results from such new features, initiatives or services. If such new features, initiatives, or services are not well accepted, the reputation of our existing website, applications, features and services and our overall brand and reputation may be harmed. As a result, our overall business, cash flows and results of operations may be materially and adversely affected.
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We may not be successful in pursuing strategic partnerships and acquisitions, and future partnerships and acquisitions may not bring us anticipated benefits.
Part of our growth strategy is the pursuit of strategic partnerships and acquisitions. There can be no assurance that we will succeed in implementing this strategy as we are subject to many factors beyond our control, including our ability to identify, attract and successfully execute suitable acquisition opportunities and partnerships. This strategy may also subject us to uncertainties and risks, including acquisition and financing costs, potential ongoing and unforeseen or hidden liabilities, diversion of management resources and the costs of integrating acquired businesses. We could face difficulties integrating the technology of acquired businesses with our existing technology and integrating employees of the acquired business into various departments in our Company, and it could take substantial time and effort to integrate the business processes being used in the acquired businesses with our existing business processes. Moreover, there is no assurance that such partnerships or acquisitions will achieve our intended objectives or enhance our business. Any such failure could negatively impact our ability to compete in the travel industry and have a material adverse effect on our business, cash flows or results of operations.
Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new technologies in the future could reduce our ability to compete successfully and harm our results of operations or cause us to curtail or cease our operations.
We believe that our existing cash and cash equivalents will be sufficient to fund our operations, but our expenses may be greater than forecasted and we may need to raise additional funds to continue our operations. We nevertheless might be unable to obtain additional debt or equity financing on favorable terms, or at all. If we were able to raise additional equity financing, our shareholders may experience significant dilution of their ownership interests and the value of our securities could decline. The Note Purchase Agreement dated October 5, 2022, between us and MAK Capital Fund, LP (“MAK”), as amended (the “Note Purchase Agreement”), among other things, restricts our ability to incur indebtedness above $18,000,000 (subject to certain exclusions as provided in the Note Purchase Agreement) without MAK’s consent. If we were to engage in additional debt financing, we may be required to accept terms that further restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions. In addition, the availability of funds depends in significant measure on capital markets and liquidity factors over which we exert no control. In light of periodic uncertainty in the capital and credit markets, we can provide no assurance that sufficient financing will be available on desirable terms or at all to fund investments, acquisitions, share repurchases, dividends, debt refinancing or other corporate needs, or that our counterparties in any such financings would honor their contractual commitments. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able to execute on our growth strategy, which could reduce our ability to compete successfully and harm our business or we may have to curtail or cease our operations.
Raising additional capital may cause dilution to our shareholders, restrict our operations, or require us to relinquish substantial rights.
To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these new securities may include liquidation or other preferences that adversely affect your rights as a holder of our Ordinary Shares. Debt financing, if available at all, may involve agreements that include covenants limiting or restricting our ability to take specific actions such as incurring additional debt, making capital expenditures, or declaring dividends, and may be secured by all or a portion of our assets. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking fees, legal fees, accounting fees, printing and distribution expenses and other costs and such efforts may divert our management from their day-to-day activities, which may compromise our ability to develop and market our products. We may also be required to recognize non-cash expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our financial condition.
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We could be negatively affected by changes in Internet search engine algorithms and dynamics or search engine disintermediation.
We rely on Internet search engines, such as Google and Bing, to generate traffic to our websites, principally through the purchase of travel-related keywords. Search engines, including Google, frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or algorithmic placement of links to our websites can be negatively affected. In addition, a search engine could, for competitive or other purposes, alter its search algorithms or results, causing our websites to place lower in search query results. If a major search engine changes its algorithms in a manner that negatively affects the search engine ranking of our websites or those of our partners, or if competitive dynamics impact the cost or effectiveness of our search engine optimization or search engine monetization in a negative manner, our business and financial performance would be adversely affected, potentially to a material extent. Furthermore, our failure to successfully manage our search engine optimization and search engine monetization strategies could result in a substantial decrease in traffic to our websites, as well as increased costs if we were to replace free traffic with paid traffic. In addition, to the extent that leading search or metasearch engines in India disrupt the businesses of OTAs or travel content providers by offering comprehensive travel planning or shopping capabilities, or refer those leads to suppliers directly, or to other favored partners, there could be a material adverse impact on our business. To the extent these actions have a negative effect on our search traffic, whether on desktop, tablet or mobile devices, our business and results of operations could be adversely affected.
Any inability or failure to adapt to technological developments or industry trends in the evolving competitive landscape could harm our business and competitiveness.
We depend upon the use of sophisticated information technology and systems. Our competitiveness and future results depend on our ability to maintain and make timely and cost-effective enhancements, upgrades and additions to our products, services, technologies, and systems in response to new technological developments, industry standards and trends and customer demands. Adapting to new technological and marketplace developments may require substantial expenditures, lead time and management time and attention and we cannot guarantee that projected benefits will materialize. We may experience difficulties that could delay or prevent the successful development, marketing and implementation of enhancements, upgrades, and additions. Moreover, we may fail to maintain, upgrade or introduce new features, products, services, technologies and systems as quickly as our competitors or in a cost-effective manner. In addition, the travel industry is marked by continuous innovation and the development of new features, products, services, and technologies. As a result, in order to maintain its competitiveness, we must continue to invest significant resources to continually improve the speed, accuracy and comprehensiveness of our travel offerings. Changes to our technology platforms or increases in our investments in technology could adversely affect our results of operations. If we face material delays in adapting to technological developments, our customers may forego the use of our services in favor of those of our competitors. Any of these events could have a material adverse effect on our business and results of operations.
We may be exposed to risks relating to processing, storage, use and disclosure of customer data of our customers or visitors to our website and mobile application.
As part of our operations, we are required to process customer transactions, which involve receipt and storage of a large volume of customer information which is vulnerable to security threats. Our operations routinely involve receiving, storing, processing, and transmitting of sensitive information pertaining to our business, customers, travel agents, suppliers, employees and other sensitive matters. Security threats, such as security breaches, computer malware, viruses and other ‘cyber attacks’ which are increasing in both frequency and sophistication, could result in unauthorized disclosures of information or create financial liability for us and may subject us to legal or regulatory sanctions, besides damaging our reputation in the market. Further, such information is subject to legislation and regulations in various jurisdictions and governments are increasingly acting to protect the privacy and security of personal information that is collected, processed, and transmitted, in or from, the relevant jurisdiction. We could be adversely affected if legislation or regulations are expanded or amended to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business. As privacy and data protection become more sensitive issues in India, we may also become exposed to potential liabilities. For example, under the Information Technology Act, 2000, as amended, we are subject to civil liability for wrongful loss or gain arising from any negligence by us in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information on our computer systems, networks, databases, and software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the collection, use and disclosure of personal information. In December 2019, the Government of India had published the Personal Data Protection Bill, 2019 (“PDP Bill”), to provide for framework for protection of personal data and use of non-personal data and seeks to, among others, lay down norms for cross border transfer of personal data, define the scope of the definition of personal data and non-personal data, establishment of data protection authority and ensure the accountability of entities processing personal data, which was subsequently withdrawn on August 03, 2022 in connection with the presenting a new bill that fits into comprehensive legal framework. In November 2022, the Government of India (the Ministry of Electronics and Information Technology) prepared a draft Digital Personal Data Protection Bill, 2022 (“DPDP Bill”) which has subsequently been passed by both houses of the Parliament and has become a legislation Digital Personal Data Protection Act, 2023 (“DPDP Act”) after receiving the assent of the President of India on August 12, 2023 which shall come into force on such date or dates as the Central Government of India may notify. The DPDP Act is expected to establish the comprehensive legal framework governing digital personal data protection in India. The DPDP Act provides for the processing of digital personal data in a manner that recognizes the right of individuals to protect their personal data, societal rights, and the need to process personal data for lawful purposes. Complying with the DPDP Act , other laws, regulations, or other obligations relating to privacy, data protection, data localization or security requirements may cause us to incur substantial operational costs or require us to modify our data handling practices. Non-compliance could result in proceedings against us by governmental entities or others, could result in substantial fines or other liability, and may otherwise adversely impact our business, financial condition, and operating results.
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We and other OTAs are required to collect tax from airlines and deposit such tax with the Government of India. We may not be able to recover such tax from airlines on behalf of whom we deposit such tax.
As per the notification No 52/2018-Central Tax and Notification No 02/2018-Integrated Tax dated September 20, 2018, Central Board of Indirect Taxes & Customs (“CBIC”) had notified with regards to tax collection at source (“TCS”) to be collected by every e-commerce operator for intra-state and inter-state taxable supplies made by third party suppliers on its platform respectively. By virtue of these notifications issued by CBIC, we, as an e-commerce operator, are required to collect TCS of an amount equivalent to 0.5% (Central Goods and Service Tax (“CGST”) and State Goods and Service Tax (“SGST”)) and 1% (under Integrated Goods and Service Tax (“IGST”)) of the net value of intra-state and inter-state taxable supplies respectively made through our platform by this party suppliers where the consideration with respect to such supplies is collected by us. This goods and service tax/service tax payable includes TCS payable on behalf of the airlines. We are in the process of seeking confirmation with respect to the TCS amounts payable by us to the Government of India on behalf of airlines that is recoverable from the respective airlines. However, there can be no assurance that we will be able to successfully recover such TCS amounts paid on behalf of airlines from them. In particular, if any airline challenges the amount recoverable or is otherwise unable to clear such dues to us on account of initiation of bankruptcy proceedings against such airlines or for any other reason, we may be unable to recover such amounts from the respective airlines and accordingly, our business, financial condition, cash flows and results of operations may be adversely affected.
We are exposed to risks associated with the payments business, including online security and credit card fraud.
The secure transmission of confidential information over the Internet and telephone is essential in maintaining customer and supplier confidence in us. Security breaches, whether instigated internally or externally on our system or other Internet-based systems, could significantly harm our business. We currently require customers to guarantee their transactions with their credit cards online. We rely on licensed encryption and authentication technology to effect secure transmission of confidential customer information, including credit card numbers, over the Internet. However, advances in technology or other developments could result in a compromise or breach of the technology that we use to protect customer and transaction data. Further, while we believe our payment systems are reliable, there can be no guarantee that we may be able to prevent security breaches involving the confidential information of our suppliers and customers, including any breaches with regards to transactions from our payment services. We have integrated the services of third-party payment solutions providers and accordingly, our customers are re-directed to those third-party service providers to make payments and completing the transactions. There can be no assurance that transmissions of data through our third-party providers will be protected from security breaches. We incur substantial expense to protect against and remedy security breaches and their consequences. However, our security measures may not prevent security breaches and we may be unsuccessful in or incur additional costs by implementing our remediation plan to address these potential exposures.
In addition, the online payment gateway for certain of our sales made through our mobile platform and through international credit and debit cards are secured by the respective card’s security features and we may be liable for credit card acceptance on our websites. Further, there have been certain instances, in the past, of credit card frauds and payment disputes with our customers. If we are unable to address the fraudulent use of credit cards, our revenue from such sales would be susceptible to demands from the relevant banks and credit card processing companies, and our results of operations, cash flows and financial condition could be adversely affected.
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We are dependent on a number of key personnel and our inability to attract or retain such persons or finding equally skilled personnel could adversely affect our business, results of operations, cash flows and financial condition.
We are dependent on our senior management and other key personnel for formulating our business strategies and managing our business. Our board of directors (“our Board”) and senior management team has significant experience in the Internet and information technology sector and has technical expertise that has helped expand our business through various initiatives including broadening our distribution channels and growing our products and services offerings. For further information, see “Item 6. Directors, Senior Management And Employees – A. Directors And Senior Management.”
Our business and future success depends, to a significant extent, on our ability to attract and train new employees and to retain and motivate our existing employees. Changes to our business strategy can create uncertainty, may negatively impact our ability to execute quickly and effectively, and may ultimately be unsuccessful. Any failure by us or Yatra India to provide accurate, timely and consistent disclosures under our respective disclosure and trading regimes could have a material, adverse effect on the trading price of our respective shares. Further, if key employees do not meet the expectations of their roles, we could experience inefficiencies or a lack of business continuity due to loss of historical knowledge and a lack of familiarity of those employees with business processes, operating requirements, policies, and procedures (some of which are new) and key information technologies and related infrastructure used in our day-to-day operations and financial reporting. It is important to our success that these key employees quickly adapt to, and excel in, their new roles. Their failure to do so could result in operational and administrative inefficiencies and added costs that could adversely impact our results of operations, our stock price upon listing and our customer relationships and may make recruiting for future management positions more difficult. In addition, if we were to lose the services of any one or more key employees, whether due to death, disability or termination of employment, our ability to successfully implement our business strategy, financial plans and other objectives could be significantly impaired.
Competition remains intense for well-qualified employees in certain aspects of our business, including software engineers, developers, product management and development personnel with expertise in the online travel or search industry. Our industry is characterized by high demand and intense competition for talent along with attrition. As a result, we may not be able to remain competitive in attracting the quality of employees that our business requires. If we fail in attracting well-qualified employees or retaining or motivating existing employees, our business and results of operations could be adversely affected.
We may need to make additional investments in the event of any slowdowns or disruptions in ongoing efforts to upgrade Internet infrastructure in India, and infrastructure in India may not be upgraded to support higher Internet penetration, which may adversely impact our business.
The majority of our bookings are made through our Indian website and mobile offerings. India had an Internet subscriber base of over 850 million as of March 2023 (Source: CRISIL). There can be no assurance that Internet penetration in India will increase in the future, as slowdowns or disruptions in upgrading efforts for infrastructure in India could reduce the rate of increase in the use of the Internet. As such, we may need to make additional investments in alternative distribution channels. Further, any slowdown or negative deviation in the anticipated increase in Internet penetration in India may adversely affect our business and results of operations. The Internet penetration in India is dependent on a number of factors including the following: expansion of 4G and 5G networks, broadband wireless access on mass-market smartphones and other mobile devices in India; our ability to successfully deploy existing and future technology platforms on evolving operating systems such as Android and iOS; our ability to provide compelling platforms and tools in a multi-device environment while ensuring their compatibility with the web browser platforms provided therein; the rate of growth of personal computers, tablets and mobile devices; access to Internet and broadband usage services; an understanding of how to operate Internet; the extant laws, regulations and policies governing online commerce remaining favorable to our operations; consumer confidence in online commerce; media publicity regarding online commerce remaining positive; and concerns about online data privacy and general economic conditions in India arising. India has witnessed a drastic surge in Internet users over the past few years with Internet penetration as a percentage of total population crossing 50% in fiscal year 2020 compared with less than 25% in fiscal year 2015. The total number of Internet subscribers in the country is expected to reach .1-1.2 Billion by fiscal year 2028, resulting in 76-78% Internet penetration. (Source: CRISIL). Despite a large base of Internet subscribers, India has a relatively lower Internet penetration in comparison with other similar countries. According to the latest International Telecommunication Union database of 2019, Internet penetration in India was 41%, lower than that of the other BRIC nations, inter-alia, 74% in Brazil, 83% in Russian Federation and 65% in China (Source: CRISIL). There can be no assurance that Internet penetration in India will increase in the future as slowdowns or disruptions in upgrading efforts for infrastructure in India could reduce the rate of increase in the use of the Internet. Further, if online commerce in India does not continue to develop as we expect them to or if we fail to identify and anticipate changes in trends and preferences in the online commerce industry and address them in time or at all, our business, financial condition, cash flows, results of operations and prospects will be materially and adversely affected. Concerns about fraud, privacy, lack of trust and other problems may also discourage customers from adopting the Internet as a medium of utilizing travel services. If these concerns are not adequately addressed, they may inhibit the growth of online commerce and communications.
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Inability to maintain adequate internal controls may affect our ability to effectively manage our operations, resulting in errors or information lapses.
As we continue to expand, our success depends on our ability to effectively utilize our resources and maintain internal controls. We may need to modify and improve our financial and management control processes, reporting systems and procedures and other internal controls and compliance procedures to meet our evolving business needs. If we are unable to improve our controls, systems, and procedures, they may become ineffective and adversely affect our ability to manage our operations resulting in errors or information lapses that affect our business. Our efforts in improving our internal control systems may not result in eliminating all risks. If we are not successful in discovering and eliminating weaknesses in our internal controls in future, our ability to manage our business effectively may materially and adversely be affected.
Our quarterly results may fluctuate for a variety of reasons, including the seasonality in the leisure travel industry, and may not fully reflect the underlying performance of our business.
Our quarterly operating results may vary significantly in the future, and period-to-period comparisons of its operating results may not be meaningful. Additionally, our growth may mask the seasonality of our business. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Our quarterly financial results may fluctuate because of a variety of factors, many of which are outside of our control and as a result, may not fully reflect the underlying performance of our business. For example, we tend to experience higher revenue from our Hotels and Packages Business in the second and fourth calendar quarters of each year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India and other markets. In our Air Ticketing Business, we may have higher revenues in a particular quarter arising out of periodic discounted sales of tickets by our suppliers. Other factors that may cause fluctuations in our quarterly financial results include, but are not limited to:
| ● | foreign exchange rates; | |
| ● | our ability to attract new customers and cross-sell to existing customers; | |
| ● | the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure; | |
| ● | general economic, industry and market conditions; | |
| ● | natural calamities such as earthquakes, tsunamis, floods, drought, pandemics, or other health crises, such as COVID-19 and any containment measures taken in response to such calamities or crises, such as lockdowns or travel restrictions; | |
| ● | changes in our pricing policies or those of our competitors and suppliers; and |
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| ● | the timing and success of new services and service introductions by us and our competitors or any other change in the competitive dynamics of the Indian travel industry, including consolidation among competitors, customers, or strategic partners. |
Fluctuations in quarterly results may negatively impact the value of our securities and make quarter-to-quarter comparisons of our results less meaningful.
Internal or external fraud, misconduct, misrepresentation, or mis-selling could adversely affect our reputation and our results of operations.
Our business may expose us to the risk of fraud, misconduct, misappropriation, misrepresentation or unauthorized transactions or deceptive selling tactics by our representatives, employees and unauthorized third parties, which could result in binding us to transactions that exceed authorized limits or present unacceptable risks. Further, we may be subject to regulatory or other proceedings in connection with any unauthorized transaction, fraud, misconduct, misappropriation or misrepresentation or unauthorized transactions or mis-selling by our representatives and employees, which could adversely affect our goodwill. Employee fraud, misconduct, misrepresentation or unauthorized transactions or deceptive selling tactics could also involve the improper use or disclosure of confidential information, breach of any applicable confidentiality agreement, misappropriation or misuse of any third-party intellectual property rights which could result in regulatory sanctions, penalties and serious reputational or financial harm. In addition, employees may utilize our confidential information and technology to start their own businesses and become our competitors. In the past, there have been certain instances where our employees have subjected us to fraud, misconduct, and misrepresentation. Although we have systems in place to prevent and deter fraudulent activities by our employees, there can be no assurance that such systems will be effective in all cases. Any instances of such fraud or misconduct or mis-selling could adversely affect our reputation, business, results of operations, cash flows and financial condition.
Inaccurate information from suppliers of hotel room inventory may lead to customer complaints.
Our customers that purchase hotel room inventory online through our websites may rely on the description of the accommodation presented on such websites to ascertain the quality of amenities and services provided at the relevant accommodation. We receive information utilized in the accommodation description on our websites directly from the accommodation providers, aggregators, or channel managers. To the extent that the information presented on our websites does not reflect the actual quality of amenities and services at the accommodation, we may face customer complaints that may have an adverse effect on our reputation and the likelihood of repeat customers, which in turn may adversely affect our business and results of operations.
We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations, cash flows and share price, which could cause you to lose some or all of your investment.
We may be required to take write-down or write-offs of assets, restructure our operations, or incur impairment or other charges that could result in reporting losses. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that charges of this nature are reported could contribute to negative market perceptions about our Company or our securities. In addition, charges of this nature may cause our Company to violate net worth or other covenants to which we may become subject. Accordingly, our shareholders could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under applicable securities laws that this Annual Report contained an actionable material misstatement or material omission.
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Any negative operating cash flows in the future would adversely affect our cash flow requirements, which may adversely affect our ability to operate our business and implement our growth plans, thereby affecting our financial condition.
Negative cash flows over extended periods, or significant negative cash flows in the short term, could materially impact our ability to operate our business and implement our growth plans. As a result, our cash flows, business, future financial performance, and results of operations could be materially and adversely affected. For further information, see “Item 5. Operating and Financial Review and Prospects.”
Failure to obtain or renew approvals, licenses, registrations and permits to operate our business in a timely manner, or at all, may adversely affect our business, financial condition, cash flows and results of operations.
We may be required to obtain certain approvals, registrations, permissions, and licenses from regulatory authorities, to carry out/ undertake our business. These approvals, licenses, registrations, and permissions may be subject to numerous conditions. If we fail to obtain some or all of these approvals or licenses, or renewals thereof, in a timely manner or at all, if we fail to comply with applicable conditions or it is claimed that we have breached any such conditions, our license or permission for carrying on a particular activity may be suspended or cancelled and we may not be able to carry on such activity, which could adversely affect our business, results of operations, cash flows and financial condition. In addition, we have, and may need to in the future, apply for certain additional approvals, including the renewal of approvals, which may expire from time to time.
There is no assurance that such approvals and licenses will be granted or renewed in a timely manner or at all by the relevant governmental or regulatory authorities. Failure to obtain or renew such approvals and licenses in a timely manner would make our operations non-compliant with applicable laws, may result in imposition of penalties by relevant authorities, and may also prevent us from carrying out our business. Our licenses and approvals are subject to various conditions, including periodic renewal and maintenance standards. Any actual or alleged failure on our part to comply with the terms and conditions of such regulatory licenses and registrations could expose us to legal action, compliance costs or liabilities, or could affect our ability to continue to operate at the locations or in the manner in which we have been operating thus far.
We cannot assure that we will be able to secure adequate financing to meet our working capital requirements in the future on acceptable terms or in requisite time.
We may require additional funds in connection with our future business expansion, development initiatives or for running the business in the ordinary course, such as brand building initiatives and development and augmentation of our website and mobile application. Our ability to obtain additional capital is subject to a variety of uncertainties, including our future financial condition, results of operations and cash flows, conditions in the capital markets in which we may seek to raise funds and general economic, political, and other conditions in India and elsewhere. In obtaining the additional source of funding, to meet such working capital requirements, we may enter into new debt facilities with lending institutions or raise additional debt in the capital markets. If we decide to raise additional funds through the incurrence of debt, our interest obligations will increase, and we may be subject to additional restrictive covenants. Such financing could cause debt-to-equity ratio to increase or require us to create charges or liens on our assets in favor of such lenders. If we decide to raise additional funds through the issuance of equity (other than through a rights issue to the existing shareholders), the ownership interest of our existing shareholders will be diluted. The ability and willingness of the lenders is dependent on several factors outside our control and therefore, we cannot assure you that we will be able to secure adequate financing in the future on acceptable terms, in time, or at all. Our failure to obtain sufficient financing could result in the delay or abandonment of any business growth or implementation of our business development plans and this may affect our business and future results of operations.
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We have not made any dividend payments in the past and our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of our financing arrangements.
We have never declared or paid any cash dividends on our Ordinary Shares. Our ability to declare and pay dividends in the future and the amount of any such dividends, if declared, will depend on a number of factors including distributable surplus available as per applicable law, our liquidity position and future cash flow needs, track record of the dividend amounts distributed by us, payout ratios of comparable companies, the prevailing taxation policy, or any amendments expected thereof, with respect to distribution of dividends, our capital expenditure requirements considering opportunities for expansion and acquisition, cost and availability of alternative sources of financing, stipulations/covenants contained under any loan agreements, prevailing macroeconomic and business conditions and other factors, as may be considered relevant by our Board.
The declaration and payment of dividends will be recommended by our Board, at its discretion, and approved by the shareholders, at their discretion, subject to applicable law.
We may decide to retain all future earnings, if any, for use in the operations and expansion of our business. As a result, we may not declare dividends in the foreseeable future. We cannot assure you that we will have the ability to declare dividends in the future. Accordingly, realization of a gain on shareholders’ investments will depend on the appreciation of the price of the Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value.
Our use of open-source software could adversely affect our ability to offer our products and services and subject us to possible litigation.
We use open source software in connection with our development of technology infrastructure. From time to time, companies that use open-source software have faced claims challenging the use of open source software and/or compliance with open source license terms. We could be subject to suits by parties claiming ownership of what we believe to be open source software or claiming noncompliance with open source licensing terms. Some open source licenses require users who distribute software containing open source to make available all or part of such software, which in some circumstances could include valuable proprietary code of the user. While we monitor the use of open-source software and try to ensure that none is used in a manner that would require us to disclose our proprietary source code or that would otherwise breach the terms of an open-source agreement, such use could inadvertently occur, in part because open source license terms are often ambiguous. Any requirement to disclose our proprietary source code or pay damages for breach of contract could be harmful to our business, results of operations or financial condition, and could help our competitors develop travel products and services that are similar to or better than ours.
Increased focus on our environmental, social and governance responsibilities have and will likely continue to result in additional costs and risks, and may adversely impact our reputation, employee retention and willingness of customers and partners to do business with us.
Institutional, individual, and other investors, proxy advisory services, regulatory authorities, consumers, and other stakeholders are increasingly focused on environmental, social, and governance (“ESG”) practices of companies. As we look to respond to evolving standards for identifying, measuring, and reporting ESG metrics, our efforts may result in a significant increase in costs and may nevertheless not meet investor or other stakeholder expectations and evolving standards or regulatory requirements, which may negatively impact our financial results, our reputation, our cost of capital, our ability to attract or retain employees, our attractiveness as a service provider, investment, or business partner, or expose us to government enforcement actions, private litigation, and actions by stockholders or stakeholders.
Our ability to achieve ESG goals and initiatives is subject to numerous risks including: (1) the availability and cost of limiting or eliminating our use of carbon-based energy sources and technologies; (2) evolving regulatory requirements affecting ESG standards or disclosures; (3) our ability to work with partners and providers that can meet our sustainability, diversity, and other standards; (4) our ability to recruit, develop, and retain diverse talent; (5) the impact of our organic growth and acquisitions or dispositions of businesses or operations on our ESG goals; and (6) customers’ actual demand for ESG-oriented product offerings, which may be more expensive and less available than other options.
The standards for tracking and reporting on ESG matters are relatively new, have not been harmonized, and continue to evolve. The disclosure frameworks we choose to align with may change from time to time and may result in a lack of consistent or meaningful comparative data from period to period. Ensuring there are systems and processes in place to comply with the various ESG tracking and reporting obligations will require management time and expense. In addition, our processes and controls may not always comply with evolving standards for identifying, measuring, and reporting ESG metrics, our interpretation of reporting standards may differ from those of others and such standards may change over time, any of which could result in significant revisions to our goals or reported progress in achieving such goals.
If our ESG practices do not meet evolving investor or other stakeholder expectations and standards or regulatory requirements, then our reputation, our ability to attract or retain employees, and our attractiveness as an investment, business partner, or investor could be negatively impacted. Similarly, our failure or perceived failure to pursue or fulfill our goals, targets, and objectives or to satisfy various reporting standards within the timelines we announce, or at all, could also have similar negative impacts and expose us to government enforcement actions, private litigation, and actions by stockholders or stakeholders.
Inappropriate or fraudulent content may be displayed on our online platforms which may adversely affect our reputation and brand.
While we have established systems, processes and controls that allow us to remove inappropriate or fraudulent content from our platforms, we cannot guarantee that all content displayed on our platforms is appropriate at all times. We cannot guarantee that all the content displayed on our platforms is not obscene, offensive, or otherwise damaging to our business reputation and brand name, or the reputation of the supplier of the listing, or any third party. Damage caused to our business reputation and brand name may deter users from using our platforms, which may have an adverse effect on our financial performance and prospects.
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Our offices are located on leased premises and there can be no assurance that these leases will be renewed upon termination or that we will be able to obtain other premises on lease on same or similar commercial terms.
We operate entirely out of leased premises and do not own the underlying property for any of our offices, including our registered office and corporate office. Our registered and corporate office is located at Maharashtra and Haryana, respectively. There can be no assurance that we will be able to retain or renew such leases on same or similar terms, or that we will find alternate locations for the existing offices on terms favorable to us, or at all. Certain of the lease deeds for the properties in which our offices and facilities are located and may have expired or may not be adequately stamped or registered. While we renew these lease agreements and deeds periodically in the ordinary course of business, if these existing leases are terminated or they are not renewed on commercially acceptable terms, we may suffer a disruption in our operations. If alternative premises are not available at the same or similar costs, sizes or locations, our business, financial condition, cash flows and results of operations may be adversely affected. In addition, any regulatory non-compliance by the landlords or adverse development relating to the landlords’ title or ownership rights to such properties, including as a result of any non-compliance by the landlords, may entail significant disruptions to our operations, especially if we are forced to vacate leased spaces following any such developments, and expose us to reputational risks.
We have, in the past entered into certain related party transactions and may continue to do so in future. Any related party transactions that are not on an arm’s length basis or that may lead to conflicts of interest may adversely affect our business, results of operation, cash flows and financial condition.
We have entered into certain transactions with related parties and are likely to continue to do so in the future. Although all related-party transactions that we may enter into are subject to approval by our audit committee, Board or shareholders, as required under the Securities Act of 1933, as amended (the “Securities Act”), Companies Act, 2013 of India (the “Companies Act”) or other applicable laws and regulations, we cannot assure you that such transactions, individually or in aggregate, will not have an adverse effect on our financial condition and results of operations or that we could not have achieved more favorable terms if such transactions had not been entered into with related parties. Further, related party transactions, including those between us and related parties or Yatra India and related parties, requires approval of either’s respective audit committee/board of directors/shareholders, as the case may be. Such related-party transactions may potentially involve conflicts of interest which may be detrimental to the interest of our Company, and we cannot assure you that the related-party transactions that we may enter into in the future, individually or in the aggregate, will always be in the best interests of our minority shareholders and will not have an adverse effect on our business, financial condition and results of operations.
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The Internal Revenue Service, or IRS, may not agree to treat us as a foreign corporation for U.S. federal income tax purposes.
Although we are incorporated in the Cayman Islands, the IRS may assert that we should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Internal Revenue Code of 1986, as amended, or the Code. For U.S. federal income tax purposes, a corporation generally is considered a tax resident in the jurisdiction of its organization or incorporation. Because we are a Cayman Islands exempted company, we would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 of the Code provides an exception under which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes.
If we were to be treated as a U.S. corporation, income we earned would become subject to U.S. taxation, and the gross amount of any dividend payments to our non-U.S. shareholders could be subject to 30% U.S. withholding tax, depending on the application of any income tax treaty that might apply to reduce such withholding tax.
Future changes to the tax laws under which we should be treated as a foreign corporation for U.S. federal income tax purposes and changes in other tax laws relating to multinational corporations could adversely affect us.
Under current law, we expect to be treated as a foreign corporation for U.S. federal income tax purposes. Changes to Section 7874 of the Code or the U.S. Treasury regulations promulgated thereunder, or future IRS guidance could affect our status as a foreign corporation for U.S. federal income tax purposes, and any such changes or future IRS guidance could have prospective or retroactive application. Any of these changes to such laws or regulations, or future IRS guidance, could adversely affect us.
If we were treated as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in our Ordinary Shares could be subject to adverse U.S. federal income tax consequences.
For U.S. federal income tax purposes, a foreign corporation is classified as a passive foreign investment company, or PFIC, for any taxable year if either (i) 75% or more of its gross income for such taxable year is “passive income” (as defined in Section 1297 of the Code for such purposes) or (ii) 50% or more of the value of the assets held by such corporation (based on an average of the quarterly values of the assets) during such taxable year is attributable to assets that produce passive income or that are held for the production of passive income.
As discussed in “Item 10. Additional Information – E. Taxation: Material U.S. Federal Income Tax Consequences,” we do not believe we were PFIC for the taxable year ending March 31, 2023, and we do not expect that we will become a PFIC in the current taxable year or in the foreseeable future; however, no assurances can be offered in this regard. The tests for determining PFIC status are applied annually after the close of the taxable year. It is difficult to accurately predict future income and assets relevant to this determination and no ruling from the IRS or opinion of counsel has been or will be sought with respect to our PFIC status. Whether we are a PFIC will depend on the particular facts and circumstances (such as the valuation of assets, including goodwill and other intangible assets) and may also be affected by differing interpretations of the PFIC rules. The determination of the value of our assets may be based, in part, on the total market value of our Ordinary Shares, which is subject to change and may be volatile. Accordingly, there can be no assurance that we are not a PFIC or will not become a PFIC in the future.
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We may become subject to Foreign Account Tax Compliance Act withholdings
The United States Foreign Account Tax Compliance Act, or FATCA, imposes a reporting regime and, potentially, a 30% withholding tax on certain payments made to certain non-U.S. financial institutions that fail to comply with certain information reporting, account identification, withholding, certification and other FATCA related requirements in respect of their direct and indirect United States shareholders and/or United States accountholders. To avoid becoming subject to FATCA withholding, we may be required to report information to the IRS regarding the holders of our Ordinary Shares and to withhold on a portion of dividend payments to certain holders of our Ordinary Shares that fail to comply with the relevant information reporting requirements (or that hold our Ordinary Shares directly or indirectly through certain non-compliant intermediaries. This withholding tax made with respect to our Ordinary Shares will not apply to payments made before the date that is two years after the date of publication of final regulations defining the term “foreign passthru payment.” An intergovernmental agreement between the United States and another country may also modify these requirements. FATCA is particularly complex, and its application is uncertain at this time. Holders of our Ordinary Shares should consult their tax advisors to obtain a more detailed explanation of FATCA and to learn how FATCA might affect each holder in its particular circumstances.
We are required to comply with certain restrictive covenants under our financing agreements. Any non-compliance may lead to, amongst other outcomes, suspension of further drawdowns, which may adversely affect our business, results of operations, financial condition and cash flows.
Financing arrangements entered into by us may include conditions that require our Company to obtain respective lenders’ consent prior to carrying out certain activities and entering into certain transactions. Failure to meet these conditions or obtain these consents could have significant consequences on our business and operations. These covenants vary depending on the requirements of the financial institution extending such loan and the conditions negotiated under each financing agreement. Some of the corporate actions that require prior consents from lenders as of the date of this Report, may include, amongst others, change in its ownership or management, to undertake any new business, operations, project, diversification, modernization or substantial expansion of any of its business, effecting any scheme of amalgamation or reconstruction including creation of any subsidiary or permit any company to become its subsidiary, to effect any change in its capital structure or constitutional documents, to undertake or permit any merger/demerger, consolidation, compromise with its creditors or shareholders, incur indebtedness beyond the specified limits, and to make any investment whether by way of loans or debentures or investments in share capital or otherwise, in any concern or provide any credit or give any guarantee, indemnity or similar assurance in any manner become directly, indirectly or contingently liable for or in connection with the obligation of any person other than itself.
Any failure to observe the covenants under our financing arrangement or to obtain necessary consents/waivers may lead to acceleration of amounts due under such facilities, which would trigger default provisions or may also lead to imposition of any penalty or charges, thereof. If the obligations under our financing documents are accelerated, we may have to dedicate a portion of our cash flow from operations to make payments under such financing documents, thereby reducing the availability of cash for our working capital requirements and other general corporate purposes. In addition, during any period in which we are in default, we may be unable to raise, or face difficulties raising, further financing.
The Company’s subsidiaries’ factoring debt facility contains certain financial covenants relating to unencumbered cash and cash equivalents to be equal to 12 months trailing cash burn, positive net worth and total operating liabilities should not exceed twice total tangible net worth. At December 31, 2022, there was a non-compliance with respect to the allowable total operating liabilities covenant. The Company’s subsidiaries secured a waiver from the lender with respect to this non-compliance subsequent to December 31, 2022. By virtue of the cross-default provisions in other debt facilities availed by the Company and its subsidiaries, such debt facilities became payable on demand. The Company and its subsidiaries obtained waivers from all of these lenders subsequent to December 31, 2022.
Risks Related to Our Operations and Listing of Yatra India’s Equity Shares in India
There can be no assurance that an initial public offering of Yatra India’s Equity Shares will be consummated.
Our indirect, subsidiary, Yatra India, has proposed an initial public offering of its Equity Shares in India. The proposed initial public offering Yatra India is for Equity Shares for cash at a price per equity share to be determined in accordance with applicable Indian laws. However, no assurance can be given that an initial public offering of Yatra India will be consummated in a timely manner or at all or that, if consummated, we cannot assure you that the offering price of the equity shares of Yatra India in the Indian public offering will correspond to the price at which Ordinary Shares trade on Nasdaq in the United States. Any fluctuations in price of equity shares upon listing on Indian stock exchanges, may also impact the trading and price of Ordinary Shares.
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Yatra India is incorporated in India and our shareholders may not have recourse in protecting their indirect interests in Yatra India as they would as shareholders of a corporation incorporated in the United States or the Cayman Islands.
Yatra India’s corporate affairs are governed by its constitutional documents and by the laws governing companies incorporated in India. The rights of Yatra India’s shareholders, including us, and the responsibilities of the members of Yatra India’s board of directors under Indian law are different from those applicable to a corporation incorporated in the United States or the Cayman Islands, our jurisdiction of incorporation. Therefore, our public shareholders may not be able to protect their indirect interests in Yatra India in connection with actions taken by Yatra India, its management, members of its board of directors or us, as its controlling shareholder, as they would as shareholders of a corporation incorporated in the United States or the Cayman Islands. Certain corporate governance practices in India, which is Yatra India’s home country, may differ significantly from requirements for companies incorporated in other jurisdictions such as the United States or the Cayman Islands.
Yatra India may issue equity or convertible securities to third parties, which would indirectly reduce our ownership percentage in Yatra India and would have a dilutive effect on the amount of distributions made to us by Yatra India.
We, through THCL Travel Holding Cyprus Limited (“THCL”) and Asia Consolidated DMC Pte. Ltd. (“ACDPL”), our subsidiaries, currently own 98.585% of the issued, subscribed, and paid-up Equity Share capital of Yatra India. After the completion of the proposed Indian IPO, THCL and ACDPL, will continue to hold a significant portion of the issued, subscribed, and paid-up equity share capital of Yatra India which will allow them to exercise significant influence over its business and all matters requiring shareholders’ approval. Equity Shares to be issued pursuant to the Indian IPO, and any future issuance of Equity Shares subsequent to listing of Yatra India on the Indian stock exchanges, may result in dilution of stake of THCL and ACDPL in the Yatra India, which will indirectly, result in dilution of Yatra Online, Inc.’s (the “Company” “we,” “us,” “our” or “Yatra Online”) stake in Yatra India and would have a dilutive effect on the amount of distributions made to us. Dilution of stake pursuant to IPO and issuance of further securities subsequent to listing of Yatra India, may result in an adverse impact on the price of our Ordinary Shares and may also have a material impact on ability of Yatra Online to secure a loan or otherwise raise additional capital for working capital, acquisitions, debt service requirements, the execution of our business strategy and other general corporate purposes.
Because holders of Yatra Online, Inc.’s Ordinary Shares and other equity securities do not directly own Equity Shares of Yatra India, such investors will not have any voting rights directly with respect to any such issuances or other activities of Yatra India.
The interests of our shareholders will be structurally subordinated to all liabilities and obligations of Yatra India and its subsidiaries, including Yatra India’s public shareholders.
Because we are a holding company, claims by shareholder will be structurally subordinated to all existing and future liabilities and obligations (whether or not for borrowed money) of our operating entity, Yatra India, and its subsidiaries and public stockholders. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating entity, Yatra India and its subsidiaries will be available to satisfy the claims of our shareholders only after all of our and Yatra India’s and its subsidiaries’ liabilities and obligations have been paid in full, which will include Yatra India’s public shareholders.
We may not be able to remove directors of Yatra India that may be appointed by the National Company Law Tribunal in India or directors appointed by the minority shareholders under the proportional representation mechanism pursuant to the provisions of the Companies Act.
In India, the Companies Act provides that certain important decisions must be approved by the shareholders of the Company. Some of the decisions that are required to be approved by the shareholders include:
| ● | sale or transfer of substantial amount of assets; | |
| ● | borrow or invest beyond certain thresholds; | |
| ● | declare dividends; | |
| ● | approve any scheme of arrangement or compromise with creditors; | |
| ● | reduce the share capital of the Company; and | |
| ● | vary the rights of shareholders. |
The shareholders of a company have the power to appoint and remove directors, subject to compliance with the provisions of the Companies Act. If the articles of association of a company provide for the same, the board can also appoint any person as an additional director, alternate director, or nominee director. An additional director holds office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier, and their re-appointment is considered by the shareholders in the general meeting.
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The shareholders have the power to remove a director by a simple majority vote, after giving the concerned director an opportunity of being heard. However, shareholders cannot remove a director appointed by the National Company Law Tribunal or the directors appointed by the minority shareholders under the proportional representation mechanism as per the provisions of the Companies Act. Therefore, in case the directors’ acts were done in bad faith, or their actions are not in our interest or in the interest of Yatra India, it may be difficult to remove them, which may affect our business, results of operations and financial conditions.
Changing laws, rules and regulations and legal uncertainties in India, including adverse application of corporate and tax laws, may adversely affect our business and financial performance.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes, including the instances briefly mentioned below, may adversely affect our business, financial condition and results of operations, to the extent that we are unable to suitably respond to and comply with such changes in applicable law and policy.
Place of effective management of our Company as per Indian income tax laws
As per the provision of the (Indian) Income Tax Act, 1961, as amended, or the IT Act, persons resident in India are subject to taxation on their global income. Persons not resident in India are subject to taxes only on income received, accruing, or arising in India or deemed to have been received, accrued or arisen in India.
As per the IT Act a company incorporated outside India would be considered a resident in India if its Place of Effective Management, or PoEM, in that year is in India. Thus, a foreign company will be resident in India if its PoEM in that year is in India. The definition of PoEM has been explained to mean a place where key management and commercial decisions, which that are necessary for the conduct of the business in an effective and efficient manner of an entity, the business of an entity as a whole, are in substance made. PoEM is an internationally recognized concept and finds mention in several tax treaties.
The Central Board of Direct Taxes in India has issued guiding principles or Guidelines, which seek to provide guidance on determination of PoEM for determining residence in India of foreign companies. The Guidelines lay emphasis on the fact that the concept of PoEM is one where substance takes over form and its determination is driven by facts. An entity may have more than one place of management; however, it can only have one PoEM at any point in time. Determination of PoEM needs to be done on a year-on-year basis, and the process of such determination would primarily be based on whether the Company is engaged in “active business outside India”. If during a specific year, PoEM exists both in and out of India, the PoEM is presumed to be in India if it is predominantly in India. In a scenario where the PoEM of a company is determined to be in India, then such company would be deemed to an Indian tax resident and, accordingly, subject to taxes on its global income.
Business Connection.
As per the IT Act, persons resident in India are subject to taxation on their global income. Persons not resident in India are subject to taxes only on income received, accruing, or arising in India or deemed to have been received, accrued or arisen in India. Under the IT Act, one of the situations in which income is said to be deemed to be accrued in India is if it is earned through a “business connection” in India.
As per the provisions of the IT Act, the term “business connection” has been defined to include any business activity, which is carried out through a person who habitually exercises an authority to conclude contracts or maintains a stock of merchandise or secures orders mainly or wholly for the non-resident in India.
The Finance Act, 2018 (the “Finance Act”) has broadened the scope of the term “business connection” to include “significant economic presence (“SEP”) of the non-resident in India (irrespective of the fact that whether the non-resident has established a place of business in India or whether or not the non-resident renders service in India or whether or not the agreement for rendering such service or activities is entered in India). “Significant economic presence” has been defined to include (i) any transaction in respect of any goods/services/property carried out by a non-resident in India including provision of download of data or software in India if the aggregate of payments arising from such transactions exceed the prescribed threshold limit in a year; or (ii) regular interactions with the users in India beyond a prescribed threshold limit through digital means; or (iii) soliciting of business activities in a continuous and systematic manner through digital means. On May 3, 2021, the Central Board of Direct Taxes, notified a threshold limit for SEP.
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The Finance Act has also broadened the scope of “business connection” to provide that “business connection” shall include any business activity carried by a person in India for a non-resident where such person habitually concludes contracts or habitually plays the principal role leading to conclusion of the contracts and the contracts are in the name of the non-resident or for the transfer of the ownership of, or for granting of the right to use, property owned by that non-resident or that non-resident has the right to use property or for the provision of services by the non-resident.
Thus, if any of the aforementioned conditions are satisfied by a person not resident in India, such person would be said to have a business connection and income attributable to such business connection would be taxable in India.
However, a person not resident in India would also be entitled to claim benefits under the applicable Double Taxation Avoidance Agreement or DTAA between India and the country of its residence in case the DTAA consists of such provision. The provisions of the DTAA shall be applicable to the extent they are more beneficial than the IT Act.
General Anti-Avoidance Rule.
General Anti-Avoidance Rules, or GAAR, came into force from April 1, 2017. GAAR gives Indian tax authorities a wide range of powers while determining tax consequences of an arrangement, which is held to be an impermissible avoidance arrangement as defined in the IT Act.
The tax consequences of the GAAR provisions being applicable to an arrangement could result in denial of tax benefits, or tax treaty benefits, amongst other consequences. In the absence of any precedents on the subject, the application of these provisions is uncertain. If the GAAR provisions are made applicable to our Company, it may have an adverse tax impact on us.
The impact of any or all the above changes to Indian legislation on our business cannot be fully determined at this time. Additionally, our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing law, or the promulgation of new laws, rules, and regulations applicable to us and our business, including those relating to the Internet and e-commerce, consumer protection and privacy. Such unfavorable changes could decrease demand for our services and products, increase costs and/or subject us to additional liabilities.
We operate in various countries and changes in the tax rates or taw laws of any country could have an impact on our taxes. There may be changes in tax rates in some countries as a result of the OECD Pillar Two Blueprint of the Inclusive Framework on Base Erosion and Profit Shifting (“BEPS”) which aims to create a global minimum tax rate. There could be other changes in the international tax laws and practices as a result of other pillars of BEPS (including taxes on digital services) which may impact our tax cost.
The application of various Indian and international sales, use, occupancy, value-added and other tax laws, rules and regulations to our services and products is subject to interpretation by the applicable taxing authorities, and changes in such laws, rules and regulations may adversely affect our business and financial performance.
Many of the statutes and regulations that impose sales, use, occupancy, value-added and other taxes were established before the growth of the Internet, mobile networks, and e-commerce. If such tax laws, rules and regulations are amended, new adverse laws, rules or regulations are adopted or current laws are interpreted adversely to our interests, the results could increase our tax incidence (prospectively or retrospectively) and/or subject us to penalties and, if we pass on such costs to our customers, it could decrease the demand for our services and products. As a result, any such changes or interpretations could have an adverse effect on our business and financial performance. In recent years, we have received notices from the Indian Tax Regulatory Authority for a demand of service tax on certain matters, some of which relate to the travel industry in India and involve complex interpretations of law. We have also received notices and various assessment orders from the Indian income tax authorities, to which we have responded. There can be no assurance what view the Indian tax authorities will take.
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Restrictions on foreign investment in India may prevent us from making future acquisitions or investments in India and may require us to make changes to our business, which may adversely affect our results of operations, financial condition and financial performance.
India regulates ownership of Indian companies by foreigners, although some restrictions on foreign investment have been relaxed. These regulations and restrictions may apply to acquisitions by us or our affiliates, including Yatra India, and affiliates which are not resident in India, of shares in Indian companies or the provision of funding by us or any other entity to Indian companies within our Group. For example, under its consolidated foreign direct investment policy, or FDI Policy, the Government of India has set out additional requirements for foreign investments in India, including requirements with respect to downstream investments by Indian companies, owned or controlled by foreign entities, and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners. These requirements, which currently include restrictions on pricing, valuations of shares and sources of funding for such investments and may in certain cases include prior notice to or approval of the Government of India, may adversely affect our ability to make investments in India, including through Yatra India. Further, India’s Foreign Exchange Management Act, 1999, as amended, and the rules and regulations promulgated thereunder, or FEMA, restrict us from lending to or borrowing from our Indian subsidiary. There can be no assurance that we will be able to obtain any required approvals for future acquisitions or investments in India, or that we will be able to obtain such approvals on satisfactory terms. Under FEMA, the Reserve Bank of India has the power to impose monetary penalties, including up to three times the value of a FEMA violation, where quantifiable, and confiscate the shares at issue. Further, the Government of India has from time to time made and may continue to make revisions to the FDI Policy on e-commerce in India (including in relation to business model, inventory, pricing and permitted services). India’s Department of Promotion of Industry and Internal Trade, or DPIIT, Ministry of Commerce and Industry also recently invited comments on a draft National E-Commerce Policy, which addresses topics such as data and e-commerce regulation. The timing or impact of this policy, which remains in draft form, is not yet certain. Such changes may require us to make changes to our business in order to comply with Indian law.
Our business and activities are regulated by the Competition Act, 2002, as amended.
The Competition Act, 2002, as amended, or the Competition Act, regulates practices that could have an appreciable adverse effect on competition in India. Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition in India is void and may result in substantial penalties and compensation to be paid to persons shown to have suffered losses. Any agreement among competitors which directly or indirectly determines purchase or sale prices, results in bid rigging or collusive bidding, limits or controls production, supply, markets, technical development, investment or the provision of services, or shares the market or source of production or provision of services in any manner, including by way of allocation of geographical area or types of goods or services or number of customers in the market, is presumed to have an appreciable adverse effect on competition. Further, the Competition Act prohibits the abuse of a dominant position by any enterprise either directly or indirectly, including by way of unfair or discriminatory pricing or conditions in the sale of goods or services, using a dominant position in one relevant market to enter into, or protect, another relevant market, or to deny market access, and such practices are subject to substantial penalties and may also be subject to compensation for losses and orders to divide the enterprise. Further, the Competition Commission of India has extraterritorial powers and can investigate any agreements, abusive conduct or combination occurring outside India if such agreement, conduct, or combination has an appreciable adverse effect on competition in India.
If we or any member of our Group, including Yatra India, are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act, any proceedings initiated by the Competition Commission of India or any other relevant authority (or any other claim by any other party under the Competition Act) or any adverse publicity that may be generated due to scrutiny or prosecution under the Competition Act, including by way of financial penalties, our business, financial performance and reputation may be materially and adversely affected.
Acquisitions, mergers, and amalgamations, which exceed certain revenue and asset thresholds require prior approval by the Competition Commission of India. Any such acquisitions, mergers or amalgamations which have an appreciable adverse effect on competition in India are prohibited and void. There can be no assurance that we will be able to obtain approval for such future transactions on satisfactory terms, or at all.
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Our investors may be subject to Indian taxes on income arising through the sale of our Ordinary Shares.
Amendments introduced in 2012 to the IT Act provide that income arising directly or indirectly through the sale of a capital asset, including any shares or interest in a company incorporated outside of India, will be subject to tax in India, if such shares or interest directly or indirectly derive their value substantially from assets located in India, irrespective of whether the seller of such shares has a residence, place of business, business connection, or any other presence in India. Through amendments introduced in 2015 to the IT Act, the word “substantially” has been defined and investors may be subject to Indian income taxes on the income arising directly or indirectly through the sale of our ordinary shares subject to the provisions of double taxation avoidance agreements that India has entered into with other countries. Further, the amendments also contain an exemption with respect to alienation of shares by a transferor-investor whose voting rights or share capital, at any time during a twelve-month period preceding the date of sale, does not exceed 5% of the total voting rights or share capital in the company, provided such transferor-investor is not vested with rights of management or control in any other form.
There are outstanding litigation proceedings involving Yatra India, its promoters and/or its directors. An adverse outcome may have an adverse impact on our reputation, business, financial condition, results of operations and cash flows.
There are certain outstanding legal proceedings involving Yatra India, its promoters and/or its directors, which are pending at various levels of adjudication before various courts, tribunals, and other authorities. In connection with the Indian IPO, according to Yatra India’s Materiality Policy, any outstanding litigation proceedings, other than criminal proceedings, statutory or regulatory actions and taxation matters, is considered material if the monetary amount of claim involving Yatra India, its subsidiaries, its promoters and/or its directors, in any such pending matter is equal to or in excess of 1% of total income (on a consolidated basis) of the Yatra India or if the outcome of any such litigation could have a material and adverse effect on its business, operations, performance, prospects, financial position or reputation.
We cannot provide assurance that these legal proceedings will be decided in Yatra India’s favor or that of its subsidiaries, promoters or directors, as the case may be, or that no further liability will arise out of these proceedings. Further, such legal proceedings could divert management time and attention and consume financial resources. Decisions in such proceedings adverse to our interests may have an adverse effect on our business, results of operations, cash flows and financial condition.
Yatra India proposes to utilize the Net Proceeds to undertake acquisitions for which targets have not been identified. Net Proceeds to be utilized towards strategic investments, acquisitions and inorganic growth initiatives may be insufficient for the cost of such proposed inorganic acquisitions and the deployment of Net Proceeds towards such inorganic growth initiatives may not take place within the period currently intended and may be reduced or delayed.
Yatra India intends to utilize a portion of the gross proceeds of the Yatra India in connection with the Indian IPO, or the fresh issue of Equity Shares (“Fresh Issue”) less the Indian IPO related expenses applicable to the Fresh Issue, or Net Proceeds, to fund inorganic growth opportunities over a certain period of time from the date of listing of the equity shares. Yatra India intends to utilize such portion of the Net Proceeds for strategic acquisition opportunities that will enable it to gain access to new geographies, categories, and services.
The actual deployment of funds will depend on a number of factors, including market conditions, Yatra India’s board of directors’ analysis of economic trends and business requirements, exchange rate fluctuations, competitive landscape, ability to identify and consummate inorganic growth opportunities as well as general factors affecting its results of operations, cash flows, financial condition and access to capital. These factors will also determine the form of investment for these potential acquisitions, i.e., whether they will be directly done by Yatra India or through its subsidiaries or whether these will be asset or technology acquisitions or joint ventures.
Yatra India has not entered into any definitive agreements towards any future acquisitions or strategic initiatives nor has it identified any target company for strategic acquisitions or for undertaking other inorganic initiatives. It is also possible that it may not be able to identify suitable targets, or that if it does identify suitable targets, it may not be able to complete those transactions on terms commercially acceptable to Yatra India or at all. The inability to identify suitable targets or investments and the inability to complete such transactions may adversely affect Yatra India’s competitiveness and growth prospects. In the event Yatra India is unable to identify or conclude transactions that provide potential inorganic growth opportunities or to the extent the portion of the proceeds identified for such use or a part thereof over the period identified, it may utilize the remainder of the identified amount for any other purposes, in accordance with Sections 13(8) and 27 of the Companies Act. Any diversion of funds for another purpose will require authorization by Yatra India’s shareholders in a general meeting by way of a special resolution to approve the use of funds. Yatra India will have to provide an exit opportunity to the shareholders who do not agree to such a proposal. For details, see “Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders’ approval.”
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This amount of Net Proceeds proposed to be utilized for the aforesaid objects is based on Yatra India’s management’s estimates and may not be the total value or cost of any such acquisitions, or investments, and may result in a shortfall in raising requisite capital from the Net Proceeds towards such acquisitions or investments. Acquisitions and inorganic growth initiatives may be undertaken as cash transactions, or be undertaken as share-based transactions, including share swaps, or a combination thereof. However, in the event the portion of the Net Proceeds to be utilized for the inorganic growth initiatives are insufficient, or if required as an aspect of the acquisition model, Yatra India may conduct the acquisition as a cash transaction, including by using internal accrual. Utilization of internal accruals towards inorganic growth initiatives may have a material adverse impact on our cash flows and financial condition.
Yatra India’s ability to achieve benefits from future strategic and inorganic growth opportunities, if any, will largely depend upon whether it is able to integrate the acquired businesses into the rest of its company in an efficient and effective manner. The integration and the achievement of synergies requires, among other things, coordination of business development and employee retention, hiring and training policies, as well as the alignment of products, sales and marketing operations, compliance and control procedures, and information and software systems. Any difficulties encountered in combining operations could result in higher integration costs and lower savings than expected. The failure to successfully integrate an acquired business or the inability to realize the anticipated benefits of such acquisitions could significantly increase our expenses, which, without a commensurate increase in total revenue, would lead to a decrease in Net Revenue.
In addition, acquired businesses may have unknown or contingent liabilities, including liabilities for failure to comply with relevant laws and regulations, and Yatra India may become liable for the past activities of such businesses. Further, Yatra India may be subject to various obligations or restrictions under the relevant transaction agreements to be entered into for inorganic growth opportunities which may prevent Yatra India from disposing or acquiring shares in the subject entities or force it to sell or acquire shares in the subject entities where it may not otherwise have decided to. Any of the foregoing may have an adverse effect on our business and results of operations.
Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders’ approval.
Yatra India proposes to utilize the Net Proceeds towards (i) strategic investments, acquisitions, and inorganic growth; (ii) investment in customer acquisition and retention, technology and other organic growth initiatives; and (iii) general corporate purposes. At this stage, Yatra India cannot determine with any certainty if it would require the Net Proceeds to meet any other expenditure or fund any exigencies arising out of competitive environment, business conditions, economic conditions, or other factors beyond its control. In accordance with Sections 13(8) and 27 of the Companies Act, Yatra India cannot undertake any variation in the utilization of the Net Proceeds without obtaining its shareholders’ approval through a special resolution. In the event of any such circumstances that require Yatra India to undertake variation in the disclosed utilization of the Net Proceeds, it may not be able to obtain the shareholders’ approval in a timely manner, or at all. Any delay or inability in obtaining such shareholders’ approval may adversely affect Yatra India’s business or operations.
Further, the promoters in the Indian IPO, our wholly owned subsidiaries, would be required to provide an exit opportunity to the shareholders in the Indian IPO who do not agree with Yatra India’s proposal to change the objects of the Indian IPO or vary the terms of such contracts, at a price and manner as prescribed by the Securities and Exchange Board of India (“SEBI”). Further, we cannot assure you that we or the promoters will have adequate resources at our disposal at all times to enable us to provide an exit opportunity at the price prescribed by SEBI.
Considering these factors, Yatra India may not be able to vary the objectives of the Indian IPO to use any unutilized proceeds of the Indian IPO, if any, or vary the terms of any contract referred to in the prospectus related to the Indian IPO, even if such variation is in the interest of Yatra India. This may restrict Yatra India’s ability to respond to any change in its business or financial condition by re-deploying the unutilized portion of Net Proceeds, if any, or varying the terms of contract, which may adversely affect our business, cash flows and results of operations.
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Political, economic, or other factors that are beyond our control may have an adverse effect on our business and results of operations.
A substantial portion of our business and most of our employees are located in India, and as a result, our financial performance and the market price of our securities will be affected by changes in government policies impacting exchange rates and controls, interest rates, taxes, foreign investment, volatility in and actual or perceived trends in trading activity on India’s principal stock exchanges, prevailing economic conditions, policies to regulate inflation, other regulations impacting Indian businesses and the Indian economy as a whole. The Indian economy and its securities markets are influenced by economic developments and volatility in securities markets in other countries. Investors’ reactions to developments in one country may have adverse effects on the market price of securities of companies located elsewhere, including India. Adverse economic developments, such as rising fiscal or trade deficits, in other emerging market countries may also affect investor confidence, cause increased volatility in Indian securities markets, and indirectly affect the Indian economy in general. Any of these factors could depress economic activity and restrict our access to capital, which could have an adverse effect on our business, financial condition, cash flows and results of operations and reduce the price of the Ordinary Shares. Any financial disruption could have an adverse effect on our business, future financial performance, shareholders’ equity and the price of the Ordinary Shares.
We are dependent on domestic, regional, and global economic and market conditions. Our performance, growth and market price of our Ordinary Shares are and will be dependent to a large extent on the health of the economy in which we operate. There have been periods of slowdown in the economic growth of India. Demand for our products may be adversely affected by an economic downturn in domestic, regional and global economies. Economic growth in the countries in which we operate is affected by various factors, including domestic consumption and savings, balance of trade movements, namely export demand and movements in key imports, global economic uncertainty and liquidity crises, volatility in exchange currency rates, and annual rainfall which affects agricultural production. Consequently, any future slowdown in the Indian economy could harm our business, results of operations, cash flows and financial condition. Also, a change in the government or a change in the economic and deregulation policies could adversely affect economic conditions prevalent in the areas in which we operate in general and our business in particular and high rates of inflation in India could increase our costs without proportionately increasing our revenues, and as such decrease our operating margins.
The successful operation of our business depends upon the performance, reliability, and security of the Internet infrastructure in India, which could impair our ability to effectively operate our platform, provide our services and adversely impact our business.
All our products and services are made through our platform using the Internet. Accordingly, our business depends on the performance, reliability and security of the telecommunications and Internet infrastructure in India. In addition, to perform reliably, the fixed telecommunications networks and Internet infrastructure of Internet service providers in India, require maintenance and periodic upgrading of the appropriate networks and infrastructure which are beyond our control. We cannot assure you that our back-up and disaster recovery measures and business continuity planning will effectively eliminate or alleviate the risks arising from such contingencies. There can be no assurance that a more technologically sophisticated and reliable fixed telecommunications network or Internet infrastructure will be developed in India that will ensure our ability to deliver smooth and reliable provision of our services to our merchants and users on our platform. Our success will depend upon third parties maintaining and improving Internet infrastructure to provide a reliable network with adequate speed and data capacity and telecommunication networks with good quality of services and lower congestion.
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If there is any change in laws or regulations, including taxation laws, or their interpretation, such changes may significantly affect our financial statements.
The regulatory and policy environment in India in which we operate is evolving and is subject to change. The Government of India may implement new laws or other regulations and policies that could affect the digital payment and financial service industry in general, which could lead to new compliance requirements, including requiring us to obtain approvals and licenses from the India government and other regulatory bodies, or impose onerous requirements. New compliance requirements could increase our costs or otherwise adversely affect our business, financial condition, cash flows and results of operations. Further, the manner in which new requirements will be enforced or interpreted can lead to uncertainty in our operations and could adversely affect our operations. Any changes to such laws, including the instances mentioned below, may adversely affect our business, financial condition, results of operations, cash flows and prospects.
For instance, the Indian Taxation Laws (Amendment) Act, 2019 prescribed certain changes to the income tax rate applicable to companies in India and companies can henceforth voluntarily opt in favor of a concessional tax regime (subject to no other special benefits/exemptions being claimed). Any amendment in the future may affect other benefits such as exemption for income earned by way of dividend from investments in other domestic companies and units of mutual funds, exemption for interest received in respect of tax-free bonds, and long-term capital gains on equity shares if withdrawn by the statute in the future. In addition, due to the COVID-19 pandemic, the Government of India had also passed the Taxation and Other Laws (Relaxation of Certain Provisions) Act, 2020, implementing relaxations from certain requirements under, amongst others, the Central Goods and Service Tax Act, 2017 and Customs Tariff Act, 1975.
Further, the Government of India has announced the Union Budget for Fiscal 2023, pursuant to which the Finance Act, 2023 has introduced various amendments. One example of the changes in the provision is the increase in rate of TCS charged on outbound (international) tour package from 5 percent points to 20 percent points with effect from October 1, 2023. This may however have minimal impact on our package business.
In addition, unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations including foreign investment laws governing our business, operations and group structure could result in us being deemed to be in contravention of such laws or may require us to apply for additional approvals. We may incur incremental costs relating to compliance with such new requirements, which may also require effort in terms of managing time and other corresponding resources, and any failure to comply may adversely affect our business, results of operations and prospects. We may incur increased costs relating to compliance with such new requirements, which may also require use of managements time and other resources, and any failure to comply may adversely affect our business, results of operations and prospects. Uncertainty in the applicability, interpretation, or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may affect the viability of our current business or restrict our ability to grow our business in the future.
We cannot predict whether any new tax laws or regulations impacting our services will be enacted, what the nature and impact of the specific terms of any such laws or regulations will be or whether, if at all, any laws or regulations would have an adverse effect on our business.
A slowdown in economic growth in India could cause our business to suffer.
Our performance and the growth of our business are necessarily dependent on the health of the overall Indian economy. Any slowdown in the Indian economy or future volatility in global commodity prices could adversely affect our business. Additionally, an increase in trade deficit, a downgrading in India’s sovereign debt rating or a decline in India’s foreign exchange reserves could negatively affect interest rates and liquidity, which could adversely affect the Indian economy and our business. Any downturn in the macroeconomic environment in India could also adversely affect our business, results of operations, financial condition or the trading price of the Equity Shares.
India’s economy could be adversely affected by a general rise in interest rates, adverse weather conditions affecting agriculture, commodity, and energy prices as well as various other factors. A slowdown in the Indian economy could adversely affect the policy of the Government of India towards our industry, which may in turn adversely affect our financial performance and our ability to implement our business strategy. The Indian economy is also influenced by economic and market conditions in other countries, particularly emerging market conditions in Asia. A decline in India’s foreign exchange reserves may also affect liquidity and interest rates in the Indian economy, which could adversely impact our financial condition. A loss of investor confidence in other emerging market economies or any worldwide financial instability may adversely affect the Indian economy, which could materially and adversely affect our business, results of operations and the market price of the Ordinary Shares.
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India has from time-to-time experienced instances of social, religious, and civil unrest and hostilities between neighboring countries. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications and making travel more difficult and such political tensions could create a greater perception that investments in Indian companies involve higher degrees of risk. Events of this nature in the future, as well as social and civil unrest within other countries in Asia, could influence the Indian economy. Several countries in Asia, including India, as well as countries in other parts of the world, are susceptible to contagious diseases and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9, H5N1 and H1N1 strains of influenza in birds and swine and more recently, the COVID-19 and Monkeypox virus.
Other factors which may adversely affect the Indian economy include the following: scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in India and scarcity of financing of our developments and expansions; volatility in, and actual or perceived trends in trading activity on India’s principal stock exchanges; changes in India’s tax, trade, fiscal or monetary policies, like political instability, terrorism or military conflict in India or in countries in the region or globally, including in India’s various neighboring countries; occurrence of natural or man-made disasters; infectious disease outbreaks or other serious public health concerns; prevailing regional or global economic conditions, including in India’s principal export markets; and other significant regulatory or economic developments in or affecting India.
Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy are influenced by economic and market conditions in other countries, including conditions in the United States, Europe, and certain emerging economies in Asia. Financial turmoil in Asia, the United States, the United Kingdom, Russia and elsewhere in the world in recent years has adversely affected the Indian economy. Any worldwide financial instability may cause increased volatility in the Indian financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector and us. Although economic conditions vary across markets, loss of investor confidence in one emerging economy could cause increased volatility across other economies, including India. Financial instability in other parts of the world could have a global influence and thereby negatively affect the Indian economy. Financial disruptions could materially and adversely affect our business, prospects, financial condition, results of operations and cash flows. Further, economic developments globally can have a significant impact on our principal markets. Concerns related to a trade war between large economies may lead to increased risk aversion and volatility in global capital markets and consequently have an impact on the Indian economy. Following the United Kingdom’s exit from the European Union (“Brexit”), there remains significant uncertainty around the impact of Brexit on the general economic conditions in the United Kingdom and the European Union and any consequential impact on global financial markets.
In addition, China is one of India’s major trading partners and there are rising concerns of a possible slowdown in the Chinese economy as well as a strained relationship with India, which could have an adverse impact on the trade relations between the two countries. In response to such developments, legislators and financial regulators in the United States and other jurisdictions, including India, implemented several policy measures designed to add stability to the financial markets. However, the overall long-term effect of these and other legislative and regulatory efforts on the global financial markets is uncertain, and they may not have the intended stabilizing effects. Any significant financial disruption could have a material adverse effect on our business, financial condition, and results of operation. These developments, or the perception that any of them could occur, have had, and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants to operate in certain financial markets or restrict our access to capital. This could have a material adverse effect on our business, financial condition and results of operations and reduce the price of the Ordinary Shares.
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Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition.
Our consolidated financial statements are prepared in accordance with IFRS. Yatra India’s financial statements are prepared in accordance with Ind AS or Ind AS 34, as applicable and restated in accordance with requirements of Section 26 of Part I of Chapter III of the Companies Act, SEBI Issue of Capital and Disclosure Requirements, or “ICDR,” Regulations and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI. IFRS differs in certain significant respects from Indian GAAP, Ind AS, U.S. GAAP and other accounting principles with which prospective investors may be familiar in other countries. If our financial statements were to be prepared in accordance with such other accounting principles, our results of operations, cash flows and financial position may be substantially different, primarily on account of timing differences due to different statutory timelines for closure of the financial statements and difference in accounting principles. We have not attempted to explain those differences or quantify their impact on the financial data included in this Annual Report and prospective investors should review the accounting policies applied in the preparation of our financial statements and consult their own professional advisers for an understanding of the differences between these accounting principles and those with which they may be more familiar. Any reliance by persons not familiar with Ind AS accounting practices on the financial disclosures presented in this Annual Report should be limited accordingly.
A downgrade in ratings of India, may affect the trading price of the Ordinary Shares.
Yatra India’s borrowing costs and access to the debt capital markets depend significantly on the credit ratings of India. India’s sovereign rating decreased from Baa2 with a “negative” outlook to Baa3 with a “negative” outlook by Moody’s and from BBB with a “stable” outlook to BBB with a “negative” outlook (Fitch) in June 2020. India’s sovereign ratings from S&P is BBB-with a “stable” outlook. Any further adverse revisions to India’s credit ratings for domestic and international debt by international rating agencies may adversely impact Yatra India’s ability to raise additional financing and the interest rates and other commercial terms at which such financing is available, including raising any overseas additional financing. A downgrading of India’s credit ratings may occur, for example, upon a change of government tax or fiscal policy, which are outside our control. This could have an adverse effect on our ability to fund our growth on favorable terms or at all, and consequently adversely affect our business and financial performance and the price of the Ordinary Shares.
Yatra India’s ability to raise foreign capital may be constrained by Indian law.
As an Indian company, Yatra India is subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit its financing sources and could constrain its ability to obtain financings on competitive terms and refinance existing indebtedness. In addition, we cannot assure you that any required regulatory approvals for borrowing in foreign currencies will be granted to Yatra India without onerous conditions, or at all. Limitations on foreign debt may have an adverse effect on our business growth, financial condition, and results of operations.
If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate in order to pass costs on to our clients thereby reducing our margins.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has experienced high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and increased costs to our business, including increased costs of transportation, wages, raw materials, and other expenses relevant to our business.
High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately pass on to our clients, whether entirely or in part, and may adversely affect our business and financial condition. In particular, we might not be able to reduce our costs or entirely offset any increases in costs with increases in prices for our products. In such case, our business, results of operations, cash flows and financial condition may be adversely affected.
Further, the Government of India has previously initiated economic measures to combat high inflation rates, and it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen in the future.
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Further, given the nature of our business, any fluctuation in the value of the Indian Rupee against the U.S. dollar, Euro, British pound sterling or other major currencies will affect customers’ travel behavior and, therefore, will have an impact on our results of operations. For example, in fiscal year 2019, the drop in the average value of the Indian Rupee as compared to the U.S. dollar adversely impacted the Indian travel industry as it made outbound travel for Indian consumers more expensive. In addition, our exposure to foreign currency risk also arises in respect of our non-Indian Rupee-denominated trade and other receivables, trade and other payables, and cash and cash equivalents. We currently do not have any hedging agreements or similar arrangements with any counterparty to cover our exposure to any fluctuations in foreign exchange rates. Moreover, adverse currency movements arising out of the COVID-19 pandemic may adversely impact our profitability.
We will be subject to increased regulatory scrutiny and may incur additional compliance cost on a consolidated basis, upon completion of the Indian IPO, which could materially and adversely affect our business, results of operations and financial condition.
Upon completion of the Indian IPO, Yatra India will be subject to additional compliance requirements as required under applicable Indian laws, rules and regulations governing public companies listed on the Indian Stock Exchanges, including listing requirements of Stock Exchanges, rules, regulations, and guidelines prescribed by the SEBI, in addition to the various laws, rules and regulations that we are subject to in the United States and in the Cayman Islands. In terms of SEBI ICDR Regulations and SEBI Listing Regulations, Yatra India will be required to disclose the reports pertaining to utilization of proceeds raised pursuant to the Indian IPO, and any deviation from in the actual utilization of the proceeds.
Laws and regulations, dealing with corporate governance standards applicable to us including rules and regulations prescribed by Nasdaq and the SEC may differ materially to those applicable to Yatra India. These differences in disclosure regimes, timelines to make such disclosures, and trading markets may require additional compliance cost including coordination with Yatra India, to ensure that respective shareholders receive accurate, timely and consistent disclosure of information and some of these activities could be difficult, time-consuming or costly and may increase demand on our systems and resources. For instance, compliance with the public reporting requirements, corporate governance standards and associated rules and regulations as applicable to us and Yatra India pursuant to listing of the Equity Shares are expected to increase expenses in the United States and India. Any failure by us or Yatra India to provide accurate, timely and consistent disclosures under respective disclosure and trading regimes could have a material and adverse effect on the trading price of the Equity Shares and Ordinary Shares.
Further, Yatra India will be required to ensure compliance with timelines as applicable to disclosure of information to respective stock exchanges, and any delay in reporting disclosures, or differences in reporting timelines, as per requirements of applicable laws in different jurisdictions may result in inconsistencies of information available in the public domain, leading to adverse impact on Equity Shares and their trading price.
The listing and trading of the Equity Shares in India will result in increased compliance obligations and costs on a consolidated basis. Further, we and/or Yatra India may face the risks of inquiries, investigations, enforcement actions and other regulatory proceedings by regulatory authorities in these jurisdictions and markets. Any adverse action taken by regulatory authorities on Yatra India in its respective jurisdiction could also result in an investigation, inquiry, or regulatory action against our Company.
Further, upon completion of the Indian IPO, we and Yatra India may be subject to increased disclosure requirements in relation to our business and/or operations on a consolidated basis, which may result in competitive disadvantage or may even result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, business and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our executive officers and materially and adversely affect our business and results of operations.
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A third party could be prevented from acquiring control of Yatra India because of anti-takeover provisions under Indian law which could affect the price of our Ordinary Shares.
There are provisions in Indian law that may delay, deter, or prevent a future takeover or change in control of Yatra India, even if a change in control would result in the purchase of the Equity Shares at a premium to the market price or would otherwise be beneficial to its shareholders. Such provisions may discourage or prevent certain types of transactions involving actual or threatened change in control of Yatra India. Under the Takeover Regulations, an acquirer has been defined as any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually or acting in concert with others. Although these provisions have been formulated to ensure that interests of investors/shareholders are protected, these provisions may also discourage a third party from attempting to take control of Yatra India. Consequently, even if a potential takeover of Yatra India would result in the purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or consummated because of the SEBI Takeover Regulations. Further, certain transactions, including, without limitation, the sale of Equity Shares above certain thresholds or the sale of Equity Shares by shareholders holding specified number of shares or voting rights could be subject to the SEBI Takeover Regulations. Such transactions could require a potential acquirer to undertake an open offer process pursuant to the SEBI Takeover Regulations. Compliances specified under SEBI Takeover Regulations includes, requirements that we make an open offer, make an offer for delisting of the Equity Shares as applicable, disclose changes in shareholding or voting rights held by an acquirer in the company, may act as restrictions on our ability to dilute our stake in Yatra India or on Yatra India’s ability to enter into and timely consummate such transactions on favorable terms, which may adversely affect the market price and trading volume of the Equity Shares upon listing and may deter or prevent transactions, including dilution of stake by us which otherwise would be beneficial or in the interest of Yatra India or its shareholders. Further, in the event the offer to delist is made by an acquirer in terms of SEBI Takeover Regulations and/or SEBI Delisting Regulations, holders of the Equity Shares immediately before the completion of the open offer process made by an acquirer under SEBI Takeover Regulations could refuse to tender their Equity Shares, and accordingly, may continue to be minority shareholders following the completion of the open offer process. Further, such minority shareholders who refuse to tender their Equity Shares in an open offer could deter an acquirer from acquiring all of the outstanding Equity Shares, which could result in loss of opportunity beneficial to Yatra India, and or its shareholders. Further, in India, takeovers meeting certain thresholds are under the surveillance of the Competition Commission of India, or CCI, and are regulated by the CCI to determine if a proposed takeover would have an appreciable adverse effect on competition in the relevant market.
Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the value of the Equity Shares, independent of our operating results.
On listing, the Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of the Equity Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the time taken for such conversion may reduce the net dividend to foreign investors. In addition, any adverse movement in currency exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India, for example, because of a delay in regulatory approvals that may be required for the sale of Equity Shares may reduce the proceeds received by shareholders. For example, the exchange rate between the Indian Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate substantially in the future, which may have an adverse effect on the returns on the Equity Shares, independent of operating results, which could have an adverse effect on the price of the Ordinary Shares.
Under Indian law, foreign investors are subject to investment restrictions that limit Yatra India’s ability to attract foreign investors, which may adversely affect the trading price of the Equity Shares.
Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents are freely permitted (subject to compliance with sectoral norms and certain other restrictions), if they comply with the pricing guidelines and reporting requirements specified by the Reserve Bank of India, or “RBI”. If the transfer of shares, which are sought to be transferred, is not in compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then a prior regulatory approval will be required. Further, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior regulatory approvals, but the foreign investor is required to follow certain prescribed procedures for making such investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign investment. Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian income tax authorities.
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In addition, pursuant to the Press Note 3 of 2020, dated April 17, 2020, issued by the DPIIT, which has been incorporated as the proviso to Rule 6(a) of the FEMA Rules, investments where the beneficial owner of the Equity Shares is situated in or is a citizen of a country which shares land border with India, can only be made through the Government approval route, as prescribed in the consolidated FDI Policy circular of 2020, dated October 15, 2020, issued by DPIIT, and the FEMA Rules.
We cannot assure you that any required approval from the RBI or any other governmental agency can be timely obtained with or without any particular terms or conditions or at all.
If we fail to continue to satisfy applicable Nasdaq listing standards, including compliance with the minimum market value of listed securities requirement, our Ordinary Shares may be delisted from the Nasdaq Capital Market, which would seriously harm the liquidity of our Ordinary Shares and may have an adverse impact on the price of our Ordinary Shares.
We are a “foreign private issuer” with our Ordinary Shares listed on Nasdaq, and are subject to the Nasdaq continued listing requirements, including meeting the $1.00 minimum bid price requirement under Nasdaq Marketplace Rule 5550(a)(2), maintaining a minimum of $2.5 million in stockholders’ equity as set forth in Nasdaq Listing Rule 5550(b)(1), meeting the alternative of market value of listed securities of $35 million under Nasdaq Listing Rule 5550(b)(2) or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years under Nasdaq Listing Rule 5550(b)(3), and compliance with Nasdaq Listing Rule 5250(c)(1) to timely file SEC Exchange Act of 1934, as amended (the “Exchange Act”) reports, collectively, the “Nasdaq Rules”.
We cannot assure you that we will continue to be in compliance with Nasdaq’s continued listing requirements. In the event we fail to meet the listing requirements under the Nasdaq Rules, Ordinary Shares may be delisted from Nasdaq, which could adversely impact the liquidity of Ordinary Shares, the price for Ordinary Shares and may consequently affect the trading and price of Equity Shares. While there are no restrictions under Indian laws on Yatra India from deconsolidating from the Yatra Online, Yatra India must remain our consolidated subsidiary pursuant to applicable continued listing requirements of Nasdaq, and any deviation from such listing requirements could affect our ability to raise additional financing through the public or private sale of equity securities. Yatra India’s charter and those of ACDPL (Singapore) and THCL (Cyprus), our direct subsidiaries and Yatra India’s parent entities, limit Yatra India’s ability to raise additional capital and/or undertake a change of control transaction, directly or indirectly, without the ultimate approval of our Board and shareholders if the result of such additional capital raise or change of control transaction would result in the deconsolidation of Yatra India from our Company. In the event Yatra India ceases to be our subsidiary and is deconsolidated, the Ordinary Shares could be delisted from Nasdaq, we could fail to list our Ordinary Shares on another reputable national securities exchange, and it may result in a reduction in some or all of the following actions, which could also have an adverse impact on Equity Shares:
| ● | the liquidity and marketability of Ordinary Shares; | |
| ● | the market price of Ordinary Shares; | |
| ● | our ability to obtain financing for the continuation of operations; | |
| ● | the number of institutional and retail investors that will consider investing in Ordinary Shares; | |
| ● | the availability of information concerning the trading prices and volume of Ordinary Shares; and | |
| ● | the number of broker-dealers willing to execute trades in Ordinary Shares. |
Non-compliance with Nasdaq’s continued listing requirements and consequent delisting of Ordinary Shares from Nasdaq could adversely affect our ability to raise additional financing through the public or private sale of equity securities, would significantly affect the ability of investors to trade Ordinary Shares and would negatively affect the value and liquidity of Ordinary Shares. Delisting could also have other negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business development opportunities. Further, if our Ordinary Shares are delisted, we would incur additional costs under requirements of state “blue sky” laws in connection with any sales of our securities. This could severely limit the market liquidity of our Ordinary Shares and the ability of our shareholders to sell Ordinary Shares in the secondary market, and it may have an adverse impact on our business, operations, liquidity and cashflows on consolidated basis.
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The Equity Shares have never been publicly traded and may experience price and volume fluctuations following the completion of the Indian IPO, an active trading market for the Equity Shares may not develop and the price of the Equity Shares may be volatile.
Prior to the Indian IPO, there has been no public market for the Equity Shares, and an active trading market may not develop or be sustained after the Indian IPO. Listing and quotation does not guarantee that a market for the Equity Shares will develop or, if developed, the liquidity of such market for the Equity Shares. The Indian IPO price of the Equity Shares is proposed to be determined through a book building process. This price will be based on numerous factors. This price may not necessarily be indicative of the market price of the Equity Shares after the Indian IPO is completed.
The Equity Shares are expected to trade in India on the National Stock Exchange of India Ltd and BSE Limited after the Indian IPO, but there can be no assurance that active trading in the Equity Shares will develop after the Indian IPO, or if such trading develops that it will continue. Investors may not be able to sell the Equity Shares at the quoted price if there is no active trading in the Equity Shares.
There has been significant volatility in the Indian stock markets in the recent past, and the trading price of the Equity Shares after the Indian IPO could fluctuate significantly as a result of market volatility or due to various internal or external risks. The market price of the Equity Shares may be influenced by many factors, some of which are beyond Yatra India’s control, including:
| ● | the failure of security analysts to cover the Equity Shares after the Indian IPO, or changes in the estimates of our performance by analysts; | |
| ● | the activities of competitors or suppliers; | |
| ● | future sales of the Equity Shares by Yatra India or its shareholders; | |
| ● | investor perception of Yatra India and the industry in which it operates; | |
| ● | Yatra India’s quarterly or annual earnings or those of Yatra India’s competitors; | |
| ● | developments affecting fiscal, industrial or environmental regulations; | |
| ● | the public’s reaction to press releases or adverse media reports; and | |
| ● | general economic conditions. |
We cannot assure you that the offering price of the Equity Shares in the Indian IPO will correspond to the price at which Ordinary Shares trade on Nasdaq in the United States. Any fluctuations in the price of Equity Shares, could also impact the trading and price of the Ordinary Shares.
The characteristics of the capital markets in the United States and in India are different, which may cause volatility to the market price of the Equity Shares and Ordinary Shares.
The Indian Stock Exchanges and Nasdaq have different trading hours, trading characteristics (including trading volume and liquidity), trading and listing rules, and investor bases (including different levels of retail and institutional participation). Further, Equity Shares will not be interchangeable or fungible with Ordinary Shares traded on Nasdaq, and there is no trading or settlement between either Nasdaq on the one hand, and the Indian Stock Exchanges on the other hand. As a result of these differences, the trading prices of our Ordinary Shares and Equity Shares might not be the same, even allowing for currency differences. Fluctuations in the price of our Equity Shares due to circumstances peculiar to Indian capital markets, economic and political conditions, including the impact of the COVID-19 pandemic on business and operations, could materially and adversely affect the price of our Ordinary Shares.
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Conflicts of interest could arise between the interests of Yatra India’s shareholders and the interests of holders of the Ordinary Shares, which may impede business decisions that could benefit shareholders.
Upon completion of the Indian IPO, conflicts of interest could arise on account of common directors on our Board and Yatra India, and as a result of the relationships between us and Yatra India. Our directors and officers have duties to us and our shareholders under applicable Cayman Islands law, which may result in a conflict of interest in allocating potential opportunities, management time, services, and other functions between us and Yatra India. Certain directors, officers and key personnel are also officers and key personnel of Yatra India, which may result in competing demands on their time and resources for addressing the requirements of operations and business of our Company and Yatra India which may further lead to (i) conflicts of interest, (ii) impede independent business decision making, (iii) result in actions or inactions that are detrimental to business and operation and harm the implementation of the investment objectives. We cannot be sure that directors, officers, and key personnel acting on behalf of Yatra India will act in our best interests when deciding on matters relevant for business and operations of our Company. We may not be able to resolve conflicts that may arise in future, in a manner which is in best interests of the shareholders of the Equity Shares and Ordinary Shares and can have an adverse impact on our business, operations, and financial position.
If securities or industry analysts do not continue to publish research or publish inaccurate or unfavorable research about our business, the market price for Ordinary Shares and Equity Shares and trading volume could decline.
The trading markets for our Ordinary Shares and/or Equity Shares will rely in part on the research reports that equity research analysts publish about Yatra India and our business. While research analysts in India are subject to applicable laws, including those of the Securities and Exchange Board of India (Research Analysts) Regulations, 2014, we do not control the analysts, or the reports published by analysts thereof. If research analysts do not initiate coverage on Yatra India or maintain adequate research coverage of us or if one or more of the analysts who covers us or Yatra India downgrades our Ordinary Shares or Equity Shares or publishes inaccurate or unfavorable research about our business, the market price for our Ordinary Shares or Equity Shares may be adversely impacted. If one or more of these analysts cease coverage of Yatra India or us or fail to publish reports or publish negative but complete, accurate and fair reports it could have material adverse impact on our business, operations, market price or trading volume for Ordinary Shares or Equity Shares.
Risks Related to Our Ordinary Shares
Outstanding warrants and options, which are exercisable for our Ordinary Shares and restricted securities that vest, may increase the number of shares eligible for future resale in the public market and result in dilution to our shareholders.
As of June 30, 2023, there were outstanding warrants to purchase an aggregate of 46,458 Ordinary Shares, at an exercise price of $26.9058 assuming, none of the warrants are exercised through “cashless” exercise, after December 16, 2016, and have expired on July 24, 2023 at 6:00 p.m., Pacific Time. In addition, as of June 30, 2023, there were outstanding options to purchase an aggregate of 3,820,710 Ordinary Shares (including 3,377,665, Company restricted stock units (“RSU”) and performance stock options (“PSUs”)) and outstanding restricted share units and performance stock units which, when vested, will result in the issuance of 3,377,665 Ordinary Shares. Likewise, 443,045 outstanding options when exercised, will result in the issuance of 443,045 Ordinary Shares. To the extent the above-described warrants or options are exercised, the above-described restricted shares vest, or if we issue any additional equity securities, including but not limited to options, warrants, restricted shares or other derivative securities convertible into our Ordinary Shares, additional Ordinary Shares may be issued, which could result in significant dilution to our shareholders and increase the number of shares eligible for resale in the public market. Sale of a substantial numbers of such shares in the public market, the fact that such warrants or options may be exercised, or that a significant number of restricted securities may vest, could adversely affect the market price of our Ordinary Shares.
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We are a Cayman Islands company and because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.S. law, you could have less protection of your shareholder rights than you would under U.S. law.
We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the U.S. upon our directors or executive officers, or enforce judgments obtained in the U.S. courts against our directors or officers.
Our corporate affairs are governed by our Seventh Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles of Association”), the Cayman Islands Companies Law (“Companies Law”) (2020 Revision, as the same may be supplemented or as amended from time to time), and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the Cayman Islands has a different body of securities laws as compared to the U.S. and certain U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court in the U.S.
We have been advised by our Cayman Islands legal counsel, Maples and Calder, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against our Company judgments of courts of the U.S. predicated upon the civil liability provisions of the securities laws of the U.S. or any state and (ii) in original actions brought in the Cayman Islands, to impose liabilities against our Company predicated upon the civil liability provisions of the securities laws of the U.S. or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the U.S., the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind of enforcement of which would be, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is recent Privy Council authority (which is binding on the Cayman Islands Court) in the context of a reorganization plan approved by the New York Bankruptcy Court which suggests that due to the universal nature of bankruptcy/insolvency proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without applying the principles outlined above. However, a more recent English Supreme Court authority (which is highly persuasive but not binding on the Cayman Islands Court), has expressly rejected that approach in the context of a default judgment obtained in an adversary proceeding brought in the New York Bankruptcy Court by the receivers of the bankruptcy debtor against a third party, which would not have been enforceable upon the application of the traditional common law principles summarized above. The Judicial Committee of The Privy Council of the Cayman Islands held that foreign money judgments obtained in bankruptcy/insolvency proceedings should be enforced by applying the principles set out above, and not by the simple exercise of the Courts’ discretion. Those cases have now been considered by the Cayman Islands Court. The Cayman Islands Court was not asked to consider the specific question of whether a judgment of a bankruptcy court in an adversary proceeding would be enforceable in the Cayman Islands, but it did endorse the need for active assistance of overseas bankruptcy proceedings. We understand that the Cayman Islands Court’s decision in that case has been appealed and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty.
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You will have limited ability to bring an action against our Company or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in India and because a majority of our directors and officers reside outside the U.S..
We are incorporated in the Cayman Islands and conduct the majority of our operations in India. Most of our assets are located outside the U.S. A majority of our officers and directors reside outside the U.S. and a substantial portion of the assets of those persons are located outside of the U.S. As a result, it could be difficult or impossible for you to bring an action against our Company or against these individuals in the Cayman Islands or in India in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of India could render you unable to enforce a judgment against our assets or the assets of our directors and officers.
Shareholders of Cayman Islands exempted companies such as our Company have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders of these companies. Our directors have discretion under Cayman Islands law to determine whether or not, and under what conditions, our corporate records could be inspected by our shareholders, but are not obliged to make them available to our shareholders. This could make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.
As a result of all of the above, public shareholders might have more difficulty in protecting their interests in the face of actions taken by management, the Board or controlling shareholders than they would as public shareholders of a U.S. company.
As a foreign private issuer under the rules and regulations of the SEC, we are permitted to, and will, file less or different information with the SEC than a company incorporated in the U.S. or otherwise subject to these rules and may follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.
We are considered a foreign private issuer under the Exchange Act and, therefore, are exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. We currently prepare our financial statements in accordance with IFRS. We will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as our financial statements are prepared in accordance with IFRS as issued by the IASB. We are not required to comply with Regulation FD under the Exchange Act, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, our officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our securities. Furthermore, as a foreign private issuer whose Ordinary Shares are listed on the Nasdaq, we are permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its annual reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice.
We could lose our status as a foreign private issuer under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the U.S.; or (iii) our business is administered principally in the U.S. If we lose our status as a foreign private issuer in the future, we will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if we were a company incorporated in the U.S. If this were to happen, we would likely incur substantial costs in fulfilling these additional regulatory requirements and members of our management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.
As a foreign private issuer whose Ordinary Shares are listed on the Nasdaq, we are permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq Stock Market corporate governance listing requirements applicable to U.S. domestic issuers.
As a foreign private issuer whose Ordinary Shares are listed on the Nasdaq, we are subject to the Nasdaq Stock Market corporate governance listing requirements. However, Nasdaq Stock Market rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq Stock Market corporate governance listing requirements. For example, the Nasdaq Stock Market rules require each issuer to hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year-end. However, our Cayman Islands counsel has provided a letter to Nasdaq dated March 18, 2020, certifying that under Cayman Islands law, we are not required to follow or comply with the requirement to hold annual shareholder meetings every year. The Nasdaq has acknowledged the receipt of such letter and our home country practice with respect to the holding of annual meetings. We held our last annual general meeting on August 24, 2022, and henceforth, we intend to hold general meetings annually.
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We have a staggered Board, which could impede an attempt to acquire our Company or remove our management.
Our Board is divided into three classes, each of which serves for a staggered term of three years. A staggered board makes it more difficult for shareholders to change a majority of the directors since only a particular class of existing directors may be replaced at any election of directors. This arrangement may have the effect of keeping the current members of our Board in control for a longer period of time than shareholders may desire, and may impede any attempts to take over our Company or change or remove our management.
See “As a foreign private issuer whose Ordinary Shares are listed on the Nasdaq, we are permitted to follow certain home country corporate governance practices in lieu of certain Nasdaq requirements; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq Stock Market corporate governance listing standards applicable to U.S. domestic issuers.”
In connection with our Business Combination Agreement, we granted certain shareholders rights to nominate directors for election to our Board and also entered into an Investor Rights Agreement with certain of those shareholders, which provides additional rights to nominate directors for election to our Board. We also entered into cooperation agreements with certain shareholders, pursuant to which we appointed directors to our Board. Except as provided in the Business Combination Agreement and the Investor Rights Agreement and the cooperation agreements, our shareholders do not have the ability to nominate directors for election to our Board.
On December 16, 2016, we entered into the Investor Rights Agreement with MIHI LLC, the Terrapin Sponsors and certain other Terrapin 3 Acquisition Corp. (the “Investor Rights Agreement”) stockholders and Yatra Online shareholders who received certain of our Ordinary Shares in connection with the Business Combination Agreement. The Investor Rights Agreement grants the each of MIHI LLC and, collectively, the Terrapin Sponsors the right to designate one representative to attend any or all meetings of our Board in a non-voting observer capacity. The Investor Rights Agreement also provides certain of our investors and our executive officers, Dhruv Shringi and Manish Amin, the right to nominate an individual for election to our Board upon the resignation, removal, death or disability of any of the directors initially designated by our Company pursuant to the terms of the Business Combination Agreement, as well as the right to re-nominate any of such directors who are Class I or Class II directors two successive times and the right to re-nominate any of such directors who are Class III directors one time or to designate a replacement for any such director. MIHI LLC and the Terrapin Sponsors shall cease to have board observation rights when they no longer own at least 5% of our outstanding ordinary shares.
On January 17, 2022, we entered into a Cooperation Agreement (the “Maguire Cooperation Agreement”) with The 2020 Timothy J. Maguire Investment Trust regarding, among other matters, the composition of the Board. Pursuant to the Maguire Cooperation Agreement, we appointed Roshan Mendis as a director on our Board. On July 17, 2022, we entered into a Cooperation Agreement (the “MAK Cooperation Agreement”) with MAK Capital One L.L.C. regarding, among other matters, the composition of the Board. Pursuant to the MAK Cooperation Agreement, we appointed Michael Kaufman as a director on our Board.
Although any shareholder may recommend potential director candidates to our Board, except as provided in the Business Combination Agreement, the Investor Rights Agreement and the cooperation agreements, our shareholders do not have the ability to nominate directors for election to our Board. As a result, the right to nominate individuals to our Board in connection with the Business Combination Agreement or the Investor Rights Agreement or the cooperation agreements may be able to influence the composition of our Board and, in turn, potentially influence and impact future actions taken by our Board.
An active or liquid trading market for our Ordinary Shares may not be maintained and the trading price for our Ordinary Shares may fluctuate significantly.
An active, liquid trading market for our Ordinary Shares may not be maintained in the long term and we cannot be certain that any trading market for our Ordinary Shares will be sustained or that the present price will correspond to the future price at which our Ordinary Shares will trade. Loss of liquidity could increase the price volatility of our Ordinary Shares.
Any additional issuance of our Ordinary Shares would dilute the positions of existing investors in our Ordinary Shares and could adversely affect the market price of our Ordinary Shares. We cannot assure you that our Ordinary Shares will not decline below their prevailing market price. You may be unable to sell your Ordinary Shares at a price that is attractive to you.
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The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.
Sales of substantial amounts of our Ordinary Shares in the public market, or the perception that such sales could occur, could adversely affect the market price of our Ordinary Shares and could materially impair our future ability to raise capital through offerings of our Ordinary Shares.
As of June 30, 2023, we had 59,548,790 Ordinary Shares issued and outstanding, 1,854,871 Class F shares issued and outstanding (each convertible into 0.00001 of an Ordinary Share upon the exchange of a parallel Yatra USA Class F Share) and 2,392,168 Class A shares issued and outstanding, and Yatra USA had 1,854,871 Yatra USA Class F Shares issued and outstanding (each exchangeable for one Ordinary Share in the Company at any time at the option of the holder). Subject to applicable restrictions and limitations under Rule 144 of the Securities Act, all of our shares and the Yatra USA Class F Shares outstanding are eligible for sale in the public market. If these shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our Ordinary Shares could decline. We cannot predict what effect, if any, market sales of our Ordinary Shares held by our significant shareholders or any other shareholder or the availability of these ordinary shares for future sale will have on the market price of our Ordinary Shares.
Future issuances of any equity securities may dilute the interests of our shareholders and decrease the trading price of our Ordinary Shares.
Any future issuance of equity securities could dilute the interests of our shareholders and could substantially decrease the trading price of our Ordinary Shares. We may issue equity or equity-linked securities in the future, including pursuant to a private investment in public equity or other offering of equity securities, for a number of reasons, including to finance our operations and business strategy (including in connection with acquisitions and other transactions), to adjust our ratio of debt to equity, to satisfy the obligations upon the exercise of then-outstanding options or other equity-linked securities, if any, or for other reasons.
We will have to rely principally on dividends and other distributions on equity paid by our operating subsidiaries, and limitations on their ability to pay dividends or make distributions to us could adversely impact shareholders’ ability to receive dividends on our Ordinary Shares.
Dividends and other distributions on equity paid by our operating subsidiaries will be our principal source for cash in order for us to be able to pay any dividends and other cash distributions to our shareholders. As of the date hereof, Yatra India or any other subsidiary has not paid any cash dividends on its Equity Shares. If our operating subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. In addition, as our key operating indirect subsidiary is established in India, and as such it is subject to certain limitations with respect to dividend payments and increased tax payments on any such distribution. Limitations on our subsidiaries’ ability to pay dividends to us could adversely impact our shareholders’ ability to receive dividends on our Ordinary Shares.
If the benefits of any of our acquisitions do not meet the expectations of investors or securities analysts, the market price of our securities may decline.
If the benefits of any of our past or potential future acquisitions do not meet the expectations of investors or securities analysts, the market price of our securities may decline. In addition, the trading price of our securities following any acquisition could be volatile and subject to wide fluctuations in response to various factors relating to our acquisition activity, some of which are beyond our control. In addition, any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
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Factors affecting the trading price of our securities may include:
| ● | our ability to successfully complete any past or potential future acquisition, and realize the anticipated benefits of such acquisitions; | |
| ● | actual or anticipated fluctuations in our periodic financial results or the financial results of companies perceived to be similar to ours; | |
| ● | changes in the market’s expectations about our operating results; | |
| ● | success of competitors; | |
| ● | our operating results failing to meet the expectation of securities analysts or investors in a particular period; | |
| ● | changes in financial estimates and recommendations by securities analysts concerning our Company or our industry in general; | |
| ● | operating and stock price performance of other companies that investors deem comparable to ours; | |
| ● | our ability to meet compliance requirements; | |
| ● | commencement of, or involvement in, litigation involving us; | |
| ● | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; | |
●
● |
changes in the volume of our Ordinary Shares available for public sale;
any major change in our Board or management; | |
| ● | sales of substantial amounts of our Ordinary Shares by our directors, executive officers or significant shareholders or the perception that such sales could occur; | |
| ● | any continued slowdown in India’s economic growth; | |
| ● | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism; and | |
| ● | natural calamities such as earthquakes, tsunamis, floods, droughts and pandemics or other health crises, such as COVID-19. |
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for travel-related securities or the stocks of other companies which investors perceive to be similar to ours could depress our share price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.
There is no guarantee that our Ordinary Shares will continue to qualify for listing on Nasdaq for any period of time and the failure to have our Ordinary Shares listed for any reason may negatively affect the value of our Ordinary Shares, as applicable.
Our Ordinary Shares began trading on Nasdaq under the symbol “YTRA” on December 19, 2016. There are no guarantees that our Ordinary Shares will continue to qualify for listing on Nasdaq. If our Ordinary Shares are ever in the future delisted, the holders could face significant consequences, including:
| ● | a limited availability for market quotations for our securities; |
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| ● | reduced liquidity with respect to our securities; | |
| ● | a determination that our securities are a “penny stock,” which will require brokers trading in those securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for those securities; | |
| ● | limited amount of news and analyst coverage for our Company in the United States; and | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
A significant portion of our total outstanding ordinary shares may be sold into the market at any time. This could cause the market price of our Ordinary Shares to drop significantly, even if our business is doing well.
As of June 30, 2023, entities affiliated with MAK Capital One LLC and Apple Orange LLC, Terrapin Partners Employee Partnership 3, LLC and Terrapin Partners Green Employee Partnership, LLC (collectively, the “Terrapin Sponsors”) and certain of their affiliated entities (including Nathan Leight), entities and people affiliated with Altai Capital Management, LLC, entities affiliated with The 2020 Timothy J. Maguire Investment Trust and entities and people affiliated with Catamount Strategic Advisors, LLC beneficially own approximately 45.05% of the issued and outstanding shares of our Company, assuming the conversion into Ordinary Shares of all (i) Yatra USA, Corp. (“Yatra USA”) Class F Shares (the “Yatra USA Class F Shares”), and (ii) Class A non-voting shares and (or approximately 45.02% of the shares of our Company, assuming such conversion and the exercise or conversion of all of our outstanding warrants), based on information known to us or ascertained by us from public filings made by such shareholders. As restrictions on resale end, the market price of our Ordinary Shares could decline if the holders of previously restricted shares sell them or are perceived by the market as intending to sell them.
Our business could be negatively affected as a result of actions of activist shareholders and shareholder advisory firms.
Campaigns by shareholders to effect changes at publicly traded companies are sometimes led by investors seeking to increase short-term shareholder value through actions such as financial restructuring, increased debt, special dividends, share repurchases or sales of assets or the entire company. For example, in July 2021, we received a letter from the 2020 Timothy J. Maguire Investment Trust, one of our shareholders, recommending that we make certain operational changes, restructure our corporate governance, and refresh our Board membership. On January 17, 2022, we entered into a Cooperation Agreement, wherein we agreed to appoint Roshan Mendis to the Board, for a term of office that expires at the 2023 annual general meeting of shareholders. In July 2022, we received notice from MAK Capital One L.L.C., one of our shareholders, recommending that we make certain corporate governance and board structure changes, in addition to changes to our composition and stockholder engagement process. On July 17, 2022, we entered a Cooperation Agreement with MAK Capital One L.L.C., pursuant to which Michael A. Kaufman was appointed to the Board for a term expiring at the 2023 annual general meeting of shareholders.
If we become engaged in a process or proxy contest with an activist shareholder in the future, our business could be adversely affected, as such activities could be costly and time-consuming, disrupt our operations and divert the attention of management and our employees from executing our business plan. Additionally, perceived uncertainties as to our future direction as a result of shareholder activism or actual or potential changes to the composition of our Board of Directors or management team may lead to the perception of a change in the direction of our business, instability or lack of continuity, which may be exploited by our competitors, cause concern to current or potential clients and financing sources and make it more difficult to attract and retain qualified personnel. If potential or existing clients or customers choose to delay, defer, or reduce transactions with us or transact with our competitors instead of us because of any such issues, then our results of operations could be adversely affected. Similarly, we may suffer damage to our reputation (for example, regarding our corporate governance or shareholder relations) or brand by way of actions taken or statements made by outside constituents, including activist investors and shareholder advisory firms, which could adversely affect the market price of our ordinary shares, resulting in significant loss of value, which could impact our ability to access capital, increase our cost of capital, and decrease our ability to acquire properties on attractive terms.
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ITEM 4. INFORMATION ON THE COMPANY
A. History and Development of our Company
Yatra Online, Inc. is a Cayman Islands exempted company with operations primarily in India. We were incorporated as a private exempted company with limited liability on December 15, 2005 and subsequently became a public company upon the consummation of the Business Combination Agreement among the Registrant, T3 Parent Corp., T3 Merger Sub Corp., Terrapin 3 Acquisition Corporation, MIHI LLC and Shareholder Representative Services LLC, dated September 28, 2016 (the “Business Combination Agreement”). Our registered office is located at c/o Maples Corporate Services Limited, PO Box-309, Ugland House, Grand Cayman, KY1-1104 Cayman Islands. Our principal executive office is located at Gulf Adiba, Plot No. 272, 4th Floor, Udyog Vihar, Phase II, Sector-20, Gurugram, Haryana-122008, India, and our telephone number at this office is +91- 124-4591700. Our principal website address is www.yatra.com. We do not incorporate the information contained on, or accessible through, our websites into this Annual Report and you should not consider it a part of this Annual Report. Our agent for service of process in the United States is Puglisi & Associates located at 850 Library Avenue, Suite 204, Newark, Delaware 19715.
Yatra Online is a leading online travel company in India, addressing the needs of both leisure and business travelers. Founded by Dhruv Shringi, Manish Amin, and Sabina Chopra, we commenced operations with the launch of our website in August 2006. We believe Yatra is India’s largest independent corporate travel services provider and the second largest consumer online travel company in India (based on management’s analysis of publicly available information), with approximately 14 million travelers that have booked their travel through us as of March 31, 2023. Through our website, www.yatra.com, our mobile applications and our other associated platforms, leisure and business travelers can explore, research, compare prices and book a wide range of services catering to their travel needs. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC that may be accessed at http://www.sec.gov.
B. Business Overview
Our Company is a leading, full-service online travel company in India and one of the most well-recognized travel brands in the country, addressing the needs of both leisure and business travelers. We are India’s largest corporate travel services provider and the second largest online travel company in India among key online travel agencies (“OTA”) players in terms of gross booking revenue and operating revenue, for fiscal year 2020. (Source: CRISIL Report). We have the largest number of hotel and accommodation tie-ups amongst key OTA players of over 2,105,600 tie-ups, as of March 31, 2023 (Source: CRISIL Report).
Leisure and business travelers use our mobile applications, our website, www.yatra.com, and our other offerings and services to explore, research, compare prices and book a wide range of travel-related services. These services include domestic and international air ticketing on nearly all Indian and international airlines, as well as bus ticketing, rail ticketing, cab bookings and ancillary services within India. We also provide access through our platform to hotels, homestays, and other accommodations, with approximately 105,600 hotels in approximately 1,490 cities and towns in India and more than two million hotels globally, which is the largest hotel inventory amongst key Indian OTA players (Source: CRISIL Report). To ensure that our service is a “one-stop shop” for travelers, we also provide our customers with access to holiday packages and other activities such as visa facilitation, tours, sightseeing, shows and events.
We believe India is one of the world’s largest and fastest growing economies, with a large middle class, increasing disposable income and a rapidly growing online consumer segment. As per the Ministry of Statistics and Programme Implementation, India’s GDP growth came in at 9.2% for fiscal year 2022 from a decline of 8.7% in fiscal year 2021 due to the impact of COVID-19. The Reserve Bank of India is forecasting GDP growth of 7.2% for fiscal year 2023. Given the size and growth dynamics of the India travel market, we have strategically focused both on the corporate and consumer markets. We are the leading corporate travel service provider in India with 813 large corporate customers and approximately 49,800 registered small and medium-sized (“SME”) customers as of March 31, 2023 and the second largest consumer online travel company (“OTC”) in the country in terms of gross booking revenue for fiscal year 2023 (Source: CRISIL Report).
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To address this large market opportunity and drive the growth of our consumer business, which is our key focus, we operate through two go-to-market strategies: business to consumer (“B2C”) and business to business (“B2B”) which includes business-to-enterprise and business-to-agents. We believe that the combination of our B2C and B2B channels enable us to target India’s most frequent and high spending travelers, namely, educated urban consumers, in a cost-effective manner. In addition, our travel agent network provides additional scale to our business by leveraging our integrated technology platform in order to aggregate consumer demand from approximately 29,800 travel agents in approximately 1,000 cities across India as of March 31, 2023.
Our business is based on a common technology platform that serves our customers through multiple mobile applications as well as our website www.yatra.com. Our common platform approach provides us with a scalable, comprehensive, and consistent user experience across each of our go-to-market channels and helps us innovate effectively. We believe that this approach drives user familiarity with our service and encourages cross sell and repeat usage by our customers, which further enhances customer loyalty for our business. This approach has enabled us to reduce development costs and accelerate “time-to-market” as new features and services can be launched simultaneously across channels. Our technology platform has been designed to deliver a high level of reliability, security, scalability, integration and innovation.
1. Data for the 12 months ended March 31, 2023, for flagship brand yatra.com only and excludes data from B2B businesses.
2. Cumulative as of March 31, 2023; does not include data for B2B businesses.
3. Approximate count as of March 31, 2023.
We define a “visit” as a group of interactions on our platform that occur within a 30-minute time frame. A single visit can contain multiple screen or page views, events, and transactions. We use “traffic” and “visits” interchangeably in this Annual Report.
We have moved towards a “Mobile First” business and have experienced rapid user growth on our platform with mobile being the primary channel for customers to engage with us. During the fiscal year 2023, our web and mobile properties received approximately 184 million visits, a 10% increase compared to that of fiscal year 2022 as a result of easing of Covid-19 related restrictions in the India and strong rebound in travel interest from customers. Our mobile applications have been downloaded approximately 26 million times as of March 31, 2023.
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Based on our large and loyal customer base, our comprehensive service offerings, our experienced management team and our multi-channel strategy, we believe that we are well-positioned to capitalize on the burgeoning Indian travel market. Our brand is among the most well-recognized in not only the Indian online travel industry, but all of Indian Internet commerce, and we believe that this creates a significant competitive advantage. Leveraging our brand and technology platform, we intend to continue to expand and enhance our offerings through innovative travel solutions that will grow our business, improve our customer experience, and meet the changing needs of business and leisure travelers. For example, we have opened our holidays booking platform to third-party vendors enabling them to sell holiday products alongside those packaged by us using our platform as a marketplace, providing our customers with a wide selection of products and services.
To further strengthen customer loyalty and provide an incentive to the employees of our corporate customers to transact with us as B2C customers, we operate a proprietary eCash loyalty program that enables travelers that book through our platform to accumulate and redeem points, where applicable. Our eCash loyalty program acts as a surrogate and fills the loyalty gap that exists across product categories such as air travel and hotels in the travel market in India. We currently have over approximately seven million eCash registered users on our platform. During fiscal year 2023, approximately 90% of our customers’ visits have been from direct and organic traffic. We have moved towards a “Mobile First” business and have experienced rapid user growth on our platform with mobile being the primary channel for customers to engage with us.
We believe our brand is among the most well-recognized Internet brands in the Indian travel industry. Leveraging our brand and technology platform, we intend to continue to expand and enhance our offerings through innovative travel solutions that will grow our business, improve our customer experience, and meet the changing needs of business and leisure travelers. For example, we have opened our holidays booking platform to third-party vendors enabling them to sell holiday products alongside those packaged by us using our platform as a marketplace, providing our customers with a wide selection of products and services.
We experience seasonal fluctuations in the demand for travel services and products offered by us. We tend to experience higher revenues from our hotels and packages business, or “Hotels and Packages Business,” in the second and fourth calendar quarters of each calendar year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India.
Our revenue from rendering of services was INR 1,097.9 million in fiscal year 2021, INR 1,817.4 million in fiscal year 2022 and INR 3,405.5 million in fiscal year 2023. Our Adjusted Margin was INR 1,885.2 million in fiscal year 2021, INR 2,971.7 million in fiscal year 2022 and INR 5,578.9 million in fiscal year 2023. In addition, our Gross Bookings for Air Ticketing Business, Hotels and Packages Business and other services was INR 15,816.9 million in fiscal year 2021, INR 34,298.4 million in fiscal year 2022 and INR 67,397.5 million in fiscal year 2023. During fiscal year 2021, 2022 and 2023 our net losses were INR 1,194.9 million, INR 482.5 million and INR 288.2 million respectively.
During fiscal year 2023, we grew Gross Bookings by 96.5% as compared to fiscal year 2022. Adjusted Margin during the same period grew by 87.7%. Growth during fiscal year 2023 has been driven by opening up of the country post COVID-19 related restrictions, which impacted the fiscal year 2022, along with uptick in travel demand in India.
Gross Bookings for Air Ticketing Business was INR 13,001.8 million for fiscal year 2021, INR 27,648.8 million for fiscal year 2022 and INR 56,408.4 million for fiscal year 2023, while Adjusted Margin was INR 1,487.5 million, INR 2,211.1 million and INR 4,335.3 million respectively. Similarly Gross Bookings from Hotels and Packages Business was INR 1,705.6 million for fiscal year 2021, INR 3,487.3 million for fiscal year 2022 and INR 8,178.1 million for fiscal year 2023, while Adjusted Margin was INR 350.5 million, INR 599.1 million and INR 1,065.9 million respectively.
Our revenue from rendering of services was INR 3,405.5 million in fiscal year 2023 and INR 1,1817.4 million in fiscal year 2022, representing an increase of 87.4% over that period. Our Adjusted Margin was INR 5,578.9 million in fiscal year 2023 and INR 2,971.7 million in fiscal year 2022, representing an increase of 87.7%. In addition, our Gross Bookings for our Air Ticketing Business, Hotels and Packages Business and Other services increased to INR 67.4 billion in fiscal year 2023 from INR 34.3 billion in fiscal year 2022, representing an increase of 96.5%. During fiscal years 2023 and 2022, our net losses were INR 288.2 million and INR 482.5 million, respectively.
Adjusted Margin is a non-IFRS measure. For more information about the non-IFRS measures and a reconciliation to the most comparable IFRS measure, please refer to “Item 5. Operating and Financial Review and Prospects-Key Operating Metrics.”
We have invested significant capital on our technology platform and on sales and marketing efforts to build our brand and to acquire customers. Our mobile traffic increased by approximately 8% in fiscal year 2023 as compared to fiscal year 2022. The increase in traffic has been contributed to by both our technological developments along with rebound in the overall travel industry.
During the fiscal year 2023, 26 million mobile applications were installed with a significant portion being on devices run on the android operating system. In addition, we received approximately 15 million online shoppers’ visits on our platform each month.
Unless otherwise specifically stated, the market and industry information and statistics included in the below description of our business is as of March 31, 2023.
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Recent Developments
GoAir
On May 2, 2023, Go Airlines (India) Limited, or Go First, one of the smaller domestic airlines, filed an application for voluntary insolvency resolution proceedings before the National Company Law Tribunal, or NCLT, in India, citing the supply of faulty aircraft engines and failure of its engine supplier to replace them on time, which resulted in the grounding of half of its fleet and consequent operational and financial issues. On May 10, 2023, the NCLT admitted the application and granted protection to Go First by imposing a moratorium against recovery by lessors, lenders, and other creditors of Go First. In addition, the NCLT had appointed an interim resolution professional (IRP) succeeded subsequently by Resolution Professional (RP) to operate Go First and to maintain Go First as a going concern. Yatra India and certain of its subsidiaries have made the appropriate filing with the IRP/RP in connection with its claims. The Company has also accounted for a reversal of the expected income accrual of INR 15.1 million for the year ended March 31, 2023, and advances of INR 24.1 million as on May 3, 2023.
On July 21, 2023, the Aviation regulator Directorate General of Civil Aviation (“DGCA”) has allowed Go First to resume scheduled flight operations. The resumption of operations depends on compliance with all applicable regulatory requirements for holding an Air Operator Certificate and ensuring the ongoing airworthiness of its aircraft.
Our Approach
We believe India is one of the world’s largest and fastest growing economies, with a large middle class, increasing disposable income and a rapidly growing online consumer segment. India’s GDP growth is expected to come in at 7.2% in fiscal year 2023 from 9.2% in fiscal year 2022 after decline of 7.3% in fiscal year 2021 due to the impact of COVID-19. Nevertheless, India’s middle class is still a relatively small fragment of India’s population.
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In order to effectively grow our business and serve the various segments of India’s growing middle class, we operate through two go-to-market strategies: B2C and B2B. By using a common technology platform, we believe we are able to effectively target India’s educated urban consumers and have multiple points of contact for marketing additional services to existing customers.
| ● | Our consumer, or B2C, offerings are provided directly to consumers through our apps and website. | |
| ● | Our corporate, or B2B, includes corporate travel and our travel agent business. |
We believe that our broad and diverse offerings provide us with considerable cross-selling opportunities across our go-to-market channels, each of which has experienced strong growth in gross bookings. Using our common technology platform, business customers, who are introduced to our platform through their employers, are able to explore and book their leisure travel, and in some cases our eCash program rewards and incentivizes them for doing so. We believe that these aspects of our platform and the high number of repeat visitors and repeat transactions provide us with a cost-effective way to grow our business while providing a high-quality service to our customers.
Distribution Platforms
Our distribution platforms are a combination of our website, mobile applications, and network of travel agents as well as call centers specifically for holiday packages. The wide range of our distribution platforms provides us access to Indians traveling domestically or internationally and to non-resident Indians and others traveling inbound to India and to other countries.
We have developed a common technology platform approach that enables a consistent user experience across multiple channels and different products, supporting our go-to-market strategy across our B2C and B2B channels. Our customer “touch-points” include our mobile applications, website, and call centers as well as ‘embedded’ teams within some of our B2B clients. In addition, through our platform, we address the needs of a large fragmented market of travel agents, empowering approximately 29,800 agents in approximately 1,000 cities across India as of March 31, 2023. Combining these offerings on a common technology platform allows us to develop an ongoing repeat relationship with our customers regardless of the specific channel through which they started using our services. For example, using our platform, B2B customers are able to explore and book their subsequent leisure travel through Yatra, potentially benefiting from our eCash program that rewards them for doing so.
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(1) Data for the twelve months ended March 31, 2023, for flagship brand Yatra.com only and excludes data from B2B businesses.
(2) Cumulative as of March 31, 2023; does not include data for B2B businesses.
(3) Approximate count as of March 31, 2023.
Our website and mobile applications provide the following capabilities:
| ● | Exploring & Searching: Our web and mobile platforms enable customers to explore and search flights, hotels, holiday packages, buses, trains, and activities. We have developed a Natural Language Processing/Machine Learning, or NLP/ML based text/voice search engine on our website and our Facebook Bot to optimize search results. We also have an NLP/ML-based customer support knowledge engine to address users’ queries without dialing the call center, thereby reducing the servicing cost and increasing customer satisfaction levels. To further engage consumers, we have a number of features such as “Lowest Fare Finder,” “Super Saver,” “Things To Do” and notifications. | |
| ● | Total Visibility: Using our platform, customers are able to search for the lowest price available on any given date, identify dates with public holidays and widely celebrated events, and obtain additional information such as tripadvisor.com reviews, information on refundable or non-refundable fares and number of stops on airline bookings and hotel and room amenities. | |
| ● | Booking: Once a customer has decided to book travel, we offer a range of payment options, which include bank transfers, credit cards, debit cards and online payment through third-party online payment platforms as well as buy-now-pay-later facility. | |
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Carbon Emission for Flights: A customer will be provided flight specific and seat specific details of carbon emissions next to the price and duration of the flight. This will help the customer to make more sustainable choices and will help customers track their footprint. The feature has been introduced in the pursuit of achieving the Sustainable Development Goals set by the United Nations General Assembly.
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| ● | In addition, for international transactions, we use a “Dynamic Currency Converter,” which supports 29 currencies and converts prices from INR to another currency so that international credit cards can be charged. | |
| ● | Virtual Assistance: In March 2018 we launched “YUVA”, which stands for Yatra Universal Virtual Assistant. This feature allows the customer to use both voice and text to communicate Yatra support on the go. YUVA is available on desktop, Android, and iOS. Supporting various Indian accents, YUVA enables intuitive customer interaction in a relatively human-like way, answering questions related to flight bookings and providing assistance in real time. |
| ● | Meta Search Tool: In April 2022, we launched a Meta Search Tool for our corporate customer base. This will help large corporate customers with multiple vendor partners to search across those vendors and display the best available option for their employees on a single screen along with the rates directly contracted by the corporates with the airlines and the hotels. This option is available across domestic and international flights and hotels. This is an expansion of our self-book platform to a platform with rich integrations, special request management, advanced supplier management and precise and agile reconciliations and dashboards. | |
| ● | Strategic Partnership with Cleartrip.com: In February 2022 we entered into a strategic association with Flipkart (part of Walmart group) owned Cleartrip.com, wherein Cleartrip’s customers would have access to yatra.com’s inventory of 105,600 hotel and home stays of various kinds ranging from 5 Star luxury properties to alternative accommodation such as villages, guesthouses and service apartments in approximately 1,490 cities in India. | |
| ● | Yatra Prime: During May 2023, Yatra launched a travel subscription plan “Yatra Prime” to target high spending frequent travelers and family travelers. The program provides variety of benefits to customers such as no convenience fee, special fares on domestic offers, access to dedicated and on-priority VIP customer support. The endeavor of program is to make travel more affordable, convenient, and enjoyable for customers. |
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Mobile Applications
As smartphone penetration has grown in India, our mobile apps have become a critical component of our consumer offerings. We have multiple applications for a variety of consumer segments and services including:
| ● | Yatra: Our primary mobile interface to our core platform, which has been downloaded approximately 26 million times. |
| ● | Yatra Web Check-In: An application designed to ease the flight check-in process for travelers. |
| ● | Yatra Corporate: A self-booking application for our business customers. |
Since the launch of our mobile apps, we have experienced rapid growth in the traffic on our mobile platforms and as of fiscal year 2023, our mobile platforms accounted for approximately 84% of our total consumer visits.
(1) Data for flagship brand Yatra.com only.
Websites
Our websites are a travel platform servicing customers across India and outside India, which allows customers to book travel related products and services. The websites are a single platform to explore, shortlist and book airline tickets, hotels, holiday packages, bus tickets, rail tickets and taxis. We have also developed customizable portals for our corporate customers and travel agents.
Customers can quickly review the pricing and availability of our products and services, evaluate and compare options, and book and purchase such products and services online within a few minutes. For our holiday packages, customers can submit their inquiries through our websites and our sales representatives contact such customers to follow up and process the transaction, if required. In addition to our product and services information, our websites feature comprehensive travel advice ranging from basic information to customer reviews for the destinations we cover. Customers may post questions and queries regarding specific products and services and receive timely responses online from customer service representatives, which in turn facilitates their travel planning, product selection, reservations, and payments. Customers can also raise complaints about our travel products and services through e-mail or contact us on our customer care number. Our websites have been designed to provide a user-friendly experience to customers and is reviewed and upgraded from time to time.
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Mobile Applications
Our mobile applications have been downloaded approximately 26 million times, as of March 31, 2023.
Through our android and iOS based mobile applications, customers can conveniently access all their past and future bookings, check and modify booking details and request for e-tickets and details on text message service. In addition, customers can utilize the web check-in feature for flights on our mobile applications. We also offer discounted travel products and services that are exclusive to users of our mobile applications for limited periods to enhance our mobile user engagement. Further, we also offer an “airplane chat” feature on our Android mobile application that allows passengers to communicate with each other.
Transaction on Websites and Mobile Applications
A transaction on our websites and mobile applications generally involves the following steps:
Browse and Search. A customer conducts a search for a particular product/service, or combination of products/services, on our websites or mobile application by defining desired parameters, such as destinations, date, time, product type and number of travelers. We are able to deliver real time information as our web-based booking engine is linked to our suppliers’ systems.
Compare and Select. Our websites and mobile application display various possible selections and provides additional information about the products and services and prompts the customer with available special offers or provides additional information about the product. We also provide the customer with information regarding the travel product in details together with photographs as well as reviews and ratings. The customer can sort, refine, or rank search results by further defining certain search parameters such as price range, ratings, popularity and amenities.
Order Placement. After a customer has selected a particular option, our websites and mobile application will provide the customer with an opportunity to review details of the travel products and services being purchased and the terms and conditions of such purchase. At this stage, our websites and mobile application connects to our suppliers’ system to confirm the availability and pricing of the product selected. Customers are also shown options to purchase travel insurance, prebooking of preferred seats and meals and other related ancillary value-added services at this stage.
Payment. After placing the order, the customer will be directed to the payment webpage. We offer customers the flexibility to choose a number of payment options, which include bank transfers, credit cards, debit cards and online payment through third-party online payment platforms. Customers can also deduct the purchase price of our travel products and services by using our coupons and travel vouchers. In order to simplify the booking process for customers, our websites and mobile applications do not require prior customer registration in order for the purchase to be completed. Electronic confirmations are sent to the customer’s e-mail addresses or mobile phones and the customer can use the itinerary management function on our websites to check the booking details as well as amend or cancel the bookings.
Travel Agent Network
Our travel agent network has access to Yatra’s customized portal, which allows them to offer their customers our various product and services. We believe this allows us in addressing the needs of a large and fragmented market of travel agents as well as in reaching customers in smaller markets, within the Tier 2 and Tier 3 cities. We have a wide network of travel agents of approximately 29,800 travel agents registered with us across almost all major cities in India, as of March 31, 2023.
The travel agents registered with us can access our websites enabling them to sell our full portfolio of travel products and services to their customers. We enter into agreements and contracts with such registered agents and also take deposits from them at the time of registration in certain situations. These travel agents earn commissions from us depending on the volume and type of travel products and services sold. We also pass-through cost benefits to agents on the promotional offers received from airlines. In addition, our travel agent network has continued engagement with us through regular meetings and e-mails. We believe our network is attractive to travel agents as we provide access to a wide range of travel products and services which such agents may not be able to access cost-effectively or at all. Further, our travel agents’ network allows us to expand our footprint and distribution network in India in a cost-effective manner.
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Marketing and Brand Awareness
We believe our online and offline marketing strategies increase our brand awareness, drive potential customers to our platforms and improve the rate at which visitors become customers.
We have invested in developing and promoting our brand, using a combination of online, offline, cross-marketing, social media, and other marketing initiatives. Traditional or offline channels include print, radio, television, mass media campaigns, and short messages as well as through our call centers. Online marketing includes search engine marketing and other innovative digital marketing tools, such as search engine monetization, viral marketing and online display banners; other advertising networks, including mobile advertising partners; search engine optimization and display advertising on websites along with e-mails. Social media marketing incudes continuous engagement on social media platforms. Our presence in online social media enables us to grow and maintain engagement with our targeted customers. Our advertising and sales promotion expenses accounted for 57.0% of our Adjusted Margin in Fiscal 2023.
Our marketing programs and initiatives also include promotional, seasonal, festival and event related offers including certain women centric marketing campaigns that we have introduced recently. As part of our cross- marketing effort, we have entered arrangements with various banks and payment gateways offering promotions for purchase of tickets on our websites and mobile applications platforms.
Nielsen study ranked us second among all travel brands in India behind the MakeMyTrip-Goibibo group. Our total awareness score of 63 puts us well ahead of our Indian peers such as Cleartrip, Easemytrip and Ixigo.
TOM – Top of Mind Recall
In terms of Top-Of-Mind recall, we were more than 3x ahead of our Indian peers - Cleartrip, Easemytrip and Ixigo.
Our Products and Services
We offer a comprehensive range of travel and travel-related products and services catering to the needs of passengers traveling domestically, as well as traveling to and from international destinations. We provide customers with various tools and information that they need to research, plan, book and purchase travel products and services in India as well as outside India. We offer our products and services online through our websites and mobile applications and use data and analytics to personalize the customer experience on our websites and mobile applications, based on past searches and purchasing history, which we believe increases engagement and likelihood of purchase.
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We believe that we have built and continue to maintain strong relationships across our portfolio of suppliers for airlines, hotels, and holiday packages. We have teams managing our existing airline relationships, hotel relationships and holiday packages. These teams also work to expand our offerings and network. A selective mix of negotiated rates, payment terms and co-participation promotions has resulted in a compelling consumer portfolio offering with an opportunity to leverage our large customer base and cross-sell effectively.
Our products and services are organized primarily in the following segments: (i) airline tickets, which consists of the sale of airline tickets as well as airline tickets sold as part of the holiday packages; (ii) hotels and holiday packages, which consists of standalone sales of hotel rooms as well as travel packages (which may include hotel rooms, cruises, travel insurance and visa processing); and (iii) other services, which consists of rail tickets, bus tickets, taxi rentals and ancillary value added services such as travel insurance, visa processing and tickets for activities and attractions.
Air Ticketing Business
The airline ticketing business is primarily targeted to domestic air passengers and international travel from India. We have access to real-time inventory either via GDS service providers such as Amadeus and Galileo or through a “direct-connect” to the airlines. We have relationships with all major airlines operating in India, domestic and international. The fares paid by our customers include a transaction fee and this, along with the “per-segment” earnings from the GDS providers, the commissions and volume-linked incentives from the airlines, forms the revenue accrued to us. We provide our customers with access to 7 domestic airlines, as well as over 400 airlines for international travel. Our relationships include all major full-service carriers and low-cost carriers. These include domestic carriers such as Air Asia, Air India, Air India Express, Go First, IndiGo, SpiceJet, Vistara, and international airlines such as Air France-KLM, British Airways, Emirates, Etihad Airways, Lufthansa, Malaysia Airlines, Singapore Airlines, Thai Airways and Qatar Airways, etc.
Our airline ticketing business provides comprehensive information and options to consumers. Our comprehensive and integrated platform is designed to allow customers to use customizable search and filter options to list, make selections and execute transactions, all in a seamless fashion. Customers can search and sort by date, airline, class of travel, fare price, origin, destination, and number of stops, and our search results can be enhanced by our customers’ recent searches, history, and preferences.
We earn commissions and incentives from airlines for tickets booked by customers through our various sales channels. We either deduct commissions at the time of payment of the fare to our airline suppliers or we collect our commissions from our airline suppliers. Incentive payments, which are largely based on volume of business, are collected from our airline suppliers on a periodic basis. We charge our customers a service fee for booking airline tickets and receive fees from our GDS service providers based on the volume of sales completed by us through GDS. Revenue from airline tickets sold as part of packages is eliminated from our Air Ticketing Business revenues and added to our Hotels and Packages Business revenue. In addition, we also earn revenue from convenience fee, cancellation service charges, rescheduling charges, and advertisement revenue that we may charge along with the travel booking.
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During the year ended March 31, 2023, air passengers booked increased by 51% year over year and air gross bookings increased by 104% over the same period, as there has been steady recovery post impact of COVID 19 in fiscal year 2022.
| (1) | Data for flagship brand Yatra.com only. | |
| (2) | Please refer to “Item 5. Operating and Financial Review and Prospects—Key Operating Metrics” for definitions and reconciliations of non-IFRS measures. | |
| (3) | Numbers for fiscal year 2019 include TCIL performance for two months. |
Hotels and Packages Business
Hotels
As of March 31, 2023, our customers can review and book flights on all major Indian and international airlines, and accommodations at approximately 105,600 hotels and homestays in approximately 1,490 cities and towns in India as well as more than 2 million hotels around the world. In fiscal year 2023, more than 1.7 million standalone hotel room-nights were booked through our platforms.
Contracting with hotels is done by a dedicated team that is responsible for onboarding listed properties as well as negotiating rates and promotions. Hotels can also self-manage their rates, inventories, promotions, and margins using our extranet (mobile and web versions). Hoteliers also have an option to access the extranet via a Channel Manager API, an interface that lets hoteliers connect their software application to our extranet.
Revenue from our Hotels and Packages Business includes commissions and markups that we earn for the sale of hotel rooms (without packages), which is recorded on a “net” basis. Revenue from packages, including hotel and airline tickets sold as part of packages, is accounted for on a “gross” basis. From fiscal year 2022 to fiscal year 2023, our Hotels and Holiday Packages’ Gross Bookings increased by 134.5% due to an increase in hotel room-nights sales largely as a result of recovery from COVID-19 pandemic for both corporate and consumer business, along with tie up with large distribution partners such as Cleartrip. However, recovery in sale of holiday packages has been lower due to restrictions on international travel, which were in force for a significant part of the fiscal year.
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We believe that Yatra has India’s largest hotel inventory with approximately 105,600 properties on our platform, especially in the key “budget” category in Tier 2 and Tier 3 cities that matches Indian consumers’ preferences.
| (1) | Management estimates, as of March 31, 2023. |
| (2) | Management estimates from company website, press articles and filings. |
| (3) | Includes approximately 4,800 homestay accommodations. |
| (4) | Premium hotels include 4- and 5-star accommodations, mid-segment hotels include 3-star accommodations and budget hotels include all other accommodations (including homestay accommodations). |
Holiday Packages
Our holiday packages offerings consist of both fixed departure and customized holiday packages. Given our focus on the Indian middle-class consumers, many of whom are not seasoned travelers, our customers typically prefer booking holiday packages where most elements of their travel, including flights, hotels, sightseeing, transport, visa and insurance, are all taken care of. We have approximately 803 holiday packages to destinations within India, Asia, the Middle East, and Europe and have established ground handling operations and partnerships in Dubai, Singapore, Thailand, and Malaysia. We also opened our platform to third-party holiday packages sellers who can now sell alongside our own products through our platform, thereby offering our customers a wider choice of products.
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| (1) | Numbers for fiscal year 2019 include Travel.co.in Private Limited (“TCIL”) performance for two months. | |
| (2) | Please refer to “Item 5. Operating and Financial Review and Prospect-Key Operating Metrics” for definitions and reconciliations of non-IFRS measures. |
Other Services
Rail Ticketing
To leverage the convenience of online bookings, we entered the rail travel market in September 2007 with inventory made available by IRCTC. IRCTC is a subsidiary of Indian Railways that handles the catering, tourism, and online ticketing operations of Indian Railways.
Bus Ticketing
To leverage the convenience of online bookings, we entered the bus travel market in September 2014. To ensure consistency of supply, we source our tickets from a combination of suppliers.
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Activities
Launched in July 2016, we listed more than 1,484 activities inside and outside India as of March 31, 2023. We offer a broad range of activities to our customers at multiple price points, including tours, historical and contemporary sightseeing, luxury experiences, romantic trips, events, shows, food tours, cooking classes and others, each ranging from a few hours to a full day.
Yatra Freight
In October 2020, we launched a new end-to-end freight forwarding business our “Freight Forwarding Business,” which connects companies with multi-modal logistics options. As we look towards digitizing the logistics space, our corporate travel relationships with both airline and enterprise executive management, together with our technology capabilities, give us a significant head start. As on March 31, 2023, we have a team of approximately 60 seasoned freight and logistics industry professionals. The digital platform that we are building has the potential to scale up our business.
New Initiatives
We have recently launched a travel subscription plan “Yatra Prime” to target high spending frequent travelers and family travelers. These initiatives are at the very early stages of development and there is no assurance that any of those will be successful or that we will recoup the expenses related to pursuing these initiatives.
Our Strengths
We believe the following combination of attributes of our Company distinguishes us from our competitors:
Trusted online travel brand with a proven track record and targeted marketing strategy
“Yatra,” which is the Hindi word for “Journey,” is one of India’s most well-recognized travel brands. Our brand has received numerous awards and recognitions, including multiple awards from the Government of India’s Ministry of Tourism, The Economic Times Best Brands 2022, Yatra for Business – Top Business Travel Partner by Singapore Tourism Board, Best Email Marketing Campaign and Best Email Marketing B2C Brand Promotions at Digital Dragon Awards 2022, The Economic Times Brand Equity’s Most Trusted Brand Survey 2016, Travel and Hospitality’s Most Outstanding Travel Company, National Tourism Award for “Best Domestic Tour Operator” in Category I (Rest of India), “Best Inbound Tour Operator” for 2017-18 and the CNBC Awaaz Travel Award.
The strength of the brand is reflected in the fact that over 90% of our total traffic has come from direct and organic traffic (which are visitors who enter our website through unpaid search results without any intermediary) for fiscal year 2022 and 2023 (Source: CRISIL Report). To further strengthen the brand, we have, from time to time, signed up some of India’s leading celebrities as our brand ambassadors in the past.
The strength of our brand has increased significantly over the years. Our mobile applications have been downloaded approximately 26 million times.
We incur marketing and sales promotion expenses associated with customer inducement and acquisition programs, including cash incentives and loyalty program incentive promotions, which are detailed below:
| Year ended March 31 | ||||||||||||
| Description | 2021 | 2022 | 2023 | |||||||||
| (amounts in thousands) | INR | INR | INR | |||||||||
| Customer inducement and acquisition costs^ | 809,587 | 1,313,621 | 2,842,455 | |||||||||
| Marketing and sales promotion expenses^^ | 79,584 | 124,147 | 336,472 | |||||||||
| Total | 889,171 | 1,437,768 | 3,178,927 | |||||||||
^ Customer inducement and acquisition costs include costs for acquiring customers and promoting transactions across various booking platforms such as upfront cash incentives
^^ Marketing and sales promotion expenses include online, television, radio and print media advertisement costs as well as event driven promotion cost for the Group’s products and services
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We have invested in developing and promoting our brand since our inception, using a combination of online, offline, cross-marketing, social media, and other marketing initiatives. Our marketing programs and initiatives also include promotional, seasonal, festival and event related offers. As part of our cross-marketing efforts, we have entered arrangements with various banks and payment gateways, to offer promotions and discounts on the purchase of tickets on our websites and mobile applications platforms in addition to also providing cash-back options. We offer customers the flexibility to choose a number of payment options, which include bank transfers, credit cards, debit cards and online payment through third-party online payment platforms. We have also entered into alliances with various brands, for cross marketing our products and services. We believe our marketing strategies have increased our brand awareness, driven potential customers to our platforms and improved the rate at which visitors become customers.
Our Synergistic Multi-Channel Go to Market approach for Business and Leisure Travelers
We have designed a unique “go-to-market” strategy that is a mix of B2C and B2B. This comprehensive approach creates strong network effects resulting in significant cross-sell between business and leisure travelers, which we believe addresses the entire travel market in India. We are India’s largest corporate travel services provider and the second largest online travel company in India among key OTA players in terms of gross booking revenue and operating revenue, for fiscal year 2023. (Source: CRISIL Report). We believe that our broad and diverse offerings provide us with considerable cross-selling opportunities across business channels and our eCash program furthers customer loyalty across channels, builds a diversified customer base. These channels enable us to provide end-to-end travel solutions for passengers travelling domestically and internationally.
B2C Channel. Our B2C distribution channel commenced operations in 2006 and focuses on the growing Indian middle-class population and their increasing travel requirements and provides them with travel products and services through our websites and mobile applications. The largest category of customers for online travel agencies is the B2C segment, i.e., direct or retail customers, that use online platforms for bookings, who accounted for approximately 57% to 62% of the overall online travel agencies’ net revenue in fiscal year 2023 (Source: CRISIL Report).
B2B Channel. Our B2B channel includes corporate travel and our travel agent business.
Corporate Travel: Our corporate travel business commenced operations in 2013 and we provide an end-to-end software-as-a-service (“SaaS”) - based travel solution to corporates. Our corporate platform integrates with the corporate customers’ Enterprise Resource Information System (ERIS) and Enterprise Resource Planning (ERP) platforms and provides a one-stop-shop solution for all their travel needs. Our hybrid approach of a self-book model and onsite customer support allows our corporate customers to seamlessly enforce their travel policy at the system level to ensure better compliance and cost control and in addition also enables us to provide “high touch” service if required. We also utilize data and analytics to offer our corporate customers a personalized experience on our website and app. As of March 31, 2023, we had 813 large corporate customers and approximately 49,800 registered SME customers. B2B segment in the Indian OTA is expected to grow at CAGR of 12% to 15% (Source: CRISIL Limited).
Travel Agents: This business segment helps us reach customers in smaller markets (Tier 2 and Tier 3 cities) where Internet penetration has traditionally been lower. It provides additional scale to our business by leveraging our technology platform in order to cost-effectively aggregate consumer demand from travel agents located across India. As of March 31, 2023, we had approximately 29,800 travel agents registered with us across most major cities in India. Our network of travel agents has allowed us to expand our footprint and distribution network in India.
Our distribution channels are supported by a hybrid platform, which is a combination of our websites, mobile applications, and network of travel agents across India as well as call centers. We have developed streamlined software across our distribution channels, which provides us with multiple points of contact for marketing additional travel products and services to existing customers.
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Large and Loyal Customer Base
We have served approximately 14 million cumulative travel customers as of March 31, 2023, with approximately half of them having signed up for our eCash loyalty program. Our websites, and mobile applications have been designed to provide customers with flexibility in choosing travel options. We recorded a booking success rate of 97.8% on our websites and mobile applications in the B2C channel for domestic transactions in fiscal year 2022.
We are dedicated to ensuring a superior user experience on our platform and a critical component of that is customer service. We provide customer support in all stages of our customers’ trips before, during and after. Our “chat” system is an important means of communication between buyers and sellers, buyers and our customer service and sellers and our seller support. We monitor feedback from our customers using an in-house CRM system that helps to provide simple, tailor-made tools to provide rapid and effective support.
In our corporate travel business, we currently serve 813 corporate customers where our customer retention rate has improved from approximately 97% in fiscal year 2021 to approximately 98% in fiscal year 2023.
We think of our corporate business as a “platform” which provides us an opportunity to leverage our strong and long-standing relationship with our corporate customers to cross sell other products such as expense management and freight management.
Comprehensive Selection of Service and Product Offerings
Our comprehensive travel-related offerings are customized to the needs of both domestic and international travelers. We have aggregated a comprehensive travel-related inventory in India, which includes access to all major domestic and international airlines operating within India [Source: Industry Report] and a hotel network that includes approximately 105,600 domestic hotels and approximately 1,490 cities in India. In addition to airlines and hotels, we also provide our customers with access to holiday packages, buses, cabs, trains and other services such as visa facilitation, tours, sightseeing, shows, and events. This comprehensive selection of travel-related services makes us a “one-stop shop” for our customers’ business and leisure travel needs, thereby providing us with multiple points of contact with travelers allowing us to develop an ongoing repeat relationship with our customers.
We have the largest inventory of domestic hotels in India with approximately 105,600 properties on our platform and we act as a supplier to some of the largest global and domestic online travel and corporate travel management companies.
Integrated Technology Platform
We utilize a single data center with an active data center backup in a separate location and also utilize cloud services with an ability to restore all site operations within 48 hours in case of a complete shut-down. This infrastructure is certified to support a traffic spike of 4.5 times across the flights, hotels, holidays, bus and rail platforms. The technology stack includes Java, MySQL, MongoDB, Redis, Memcache and jQuery with a 3-tier service-oriented architecture for horizontal scale, performance, and flexibility. We leverage and contribute to open-source technologies, leading to faster innovation, development, and cost-efficiencies.
We use an integration layer for high-scale, fault tolerance and configurability with connectivity to multiple GDS and hosting systems for low-cost carriers. This provides auto switching capabilities and redundancy between suppliers so that we may provide the same airline inventory even if a supplier is experiencing connectivity or performance issues. We have also developed a common user interface platform that ensures a single common user view across B2C and B2B channels and a single customer/client interface on both the web and mobile interfaces so that users have a consistent experience irrespective of the channel via which they come to us.
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To ensure smooth integration of our inventory, we have a marketplace platform that enables us to sell our own inventory and the inventory of third-party vendors to provide travelers a wider selection of products and services on a single platform. This platform presents a set of reusable services that allow third-party suppliers or travel services to manage and sell those services on yatra.com directly to consumers. This platform includes vendor management, seller-buyer-user communication service, provision of content, inventory and pricing management and product life cycle management services.
Our corporate travel solution for enterprises is a tightly integrated SaaS platform. For each corporate customer that uses our platform, we are tightly integrated with the customer’s ERIS and ERP platforms, thus creating a large moat around our corporate business. Our corporate SaaS platform also comes with self-book capabilities, available both on mobile and desktop. Self-book functionality helps enforce a corporate customer’s travel policy at the system level and prevents opex (operating expense) leakage thus, having a positive impact on the customers bottom-line.
Our integrated platform approach provides us with a scalable, comprehensive, and consistent user experience across each of our three go-to-market channels. We believe that this approach drives user familiarity with our service and encourages repeat usage by our customers, which further enhances customer loyalty for our business. In addition, in order to further strengthen customer loyalty and provide an incentive to the employees of our corporate travel customers to transact with us as B2C customers, we operate our proprietary eCash loyalty program that enables travelers that book through our platform to accumulate and redeem points, where applicable. In India, majority of the airlines do not have a mileage program and similarly a large number of hotels do not offer a loyalty program. Our eCash loyalty program acts as a proxy and fills the loyalty gap that exists across product categories such as air travel and hotels. As of March 31, 2023, we had approximately seven million eCash registered users on our platform.
In-house Advanced Technology Infrastructure. We have a dedicated in-house technology team focused on developing a secure, advanced, and scalable technology infrastructure and software. We believe this has enabled us to better manage our product and service offerings and improve operating efficiencies by integrating our sales, delivery, and customer service functions. Our in-house technology team has enabled us to continuously strengthen our scalable technology infrastructure, support customer focused initiatives, introduce innovative services and solutions, and improve our product and service delivery, which we believe has enabled us to maintain high levels of customer satisfaction our grow our market share. As of March 31, 2023, our technology team included 104 employees with technology backgrounds and with domain expertise focused on evolving technologies focused on our various product and service verticals.
Since the start of the pandemic in March 2020, we have enhanced our automation capabilities to largely automate our post-booking engine to allow amendment, cancellation, and refund of bookings. This automation has been deployed on website, app, and WhatsApp. Additionally, we have also deployed a GST invoicing solution to automate collection of GST invoices for corporate customers and from our suppliers. This automation allows us to scale without deploying incremental manpower thereby providing operating leverage in our business model.
Data Analytics Capabilities. We believe that our focus on a strong technology platform, our large customer base and growing market share, and our data analytics capabilities allow us to prioritize search results and provide customer-relevant information in a simple and intuitive interface. Our technology infrastructure enables us to gather and analyze customer behavior and related data based on past searches and purchasing history, to continuously improve our marketing and customer acquisition initiatives, as well as our inventory management processes. Our data analytics capabilities allow us to effectively identify customer requirements and understand market trends and accordingly modify our product and service offerings and our customer interface. In order to provide customized product and services to customers, our data analytics also focuses on the customer’s individual taste and travel priorities.
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Seasoned Management Team with Track Record of Success
We are a professionally managed company established by seasoned travel professionals. Our senior management team comprises of industry executives with deep roots in the travel industry combining over 90 years of accumulated experience having previously worked with companies including Ebookers.com, Ford Motors and Arthur Andersen. Our founders are actively involved in our operations and have been instrumental in implementing our growth strategies since incorporation. We believe that our management’s expertise, industry relationships, and experience in identifying, evaluating, and executing on new opportunities provide us with opportunities to grow organically and through strategic acquisitions that complement or expand our existing operations.
Our Growth Strategy
The key elements of our long-term growth strategy include:
Growth in the customer base using cost-effective technology solutions
We intend to grow our customer base by continuing to provide business and leisure travelers, a seamless and integrated technology platform that meets all their travel needs. Our corporate customers collectively employ more than 7 million workers who we believe form part of a vibrant, fast-growing customer base with disposable income. These employees constitute a target customer base of approximately 28 million customers, assuming an average family size of four people. In this endeavor, we have also introduced a loyalty program to incentivize employees who transact with us on our corporate travel platform to cross-pollinate and transact with us for their personal travel needs on our B2C platform. This cross-pollination enables us to service this audience in a cost-effective way while ensuring increasing ARPU (Average Revenue Per User).
| (1) | Cumulative as of March 31, 2023; does not include data for travel agent businesses. |
Grow “Share of Wallet” With Existing Customers-Leverage our Multi-Channel Approach and Our Loyalty Programs
A number of initiatives have been developed and incorporated in the platform that help us drive and reward customer loyalty. These are specifically targeted on B2C and B2B channels, where we have integrated features, such as (a) loyalty programs (eCash); (b) additional features on the product level to ensure comprehensive travel solutions coupled with value added services and (c) to incentivize our corporate travel customers to utilize our services for their travel needs.
Our eCash program was launched in 2014 to reward customers for repeat purchases. Since its inception, approximately seven million customers have registered for our eCash program as of March 31, 2023. Customers accumulate eCash points on travel booked through us, and these points work as a currency that can be redeemed by customers during future bookings. Since the eCash program was launched, we have seen a significant impact of this program on our business. We plan to continue to use eCash program as an incentive to drive repeat rates from our B2C customers and to incentivize B2B customers to transact with us on the B2C platform.
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Further Strengthen our Focus on Corporate Business
As of March 31, 2023, we had 813 large corporate customers and approximately 49,800 registered SME customers. Our corporate travel business commenced operations in 2013 and now provides an end-to-end SaaS-based travel solution to corporates. These services are currently closely integrated on the platform include travel and expense. Our SaaS platform allows us to onboard a new customer using our standardized product within a 3-week timeframe.
The corporate travel market is expected to grow at a Compound Annual Growth Rate (“CAGR”) of 14-15% between fiscal year 2023 to fiscal year 2028 to reach INR 89-93 billion in fiscal year 2028 from INR 42-46 billion in fiscal year 2023 (Source: CRISIL Report). We believe our leadership position in corporate travel, our integrated technology platform, and our speed to market in bringing customers onboard gives us a distinct advantage over the competition.
We launched a Freight Forwarding Business through Yatra Online Freight Services Private Limited (“Yatra Freight”), our indirect subsidiary in October 2020, to further expand our corporate service offerings. We have existing supplier relationships with the airlines as a result of our B2C and B2B travel business and we also have corporate relationships with some of the largest pharma and manufacturing companies in India in our corporate travel business, who are also some of the biggest users of freight services. We intend to continue to leverage our corporate and supplier relationship to offer more solutions to our corporate clients. By leveraging Yatra Online’s robust relationship with air-carriers, Large Corporate and SME customers we will be able to provide a technology-enabled digital freight forward platform which will cover ocean freight, surface logistics and air Cargo.
Invest in Technology - “One-Stop Shop” For All Travel Needs
We believe that Technology is a significant differentiator and driver of the franchise that we have built. We have invested significant amount of time, capital, and effort on what we believe is a market leading technology platform. These efforts include:
● Creating a real-time and fully integrated B2C Booking Platform which aggregates & integrates airline inventory with customer access in a seamless way: and
● Aggregating Corporate Travel demand through a dedicated and integrated into ERP/ERIS systems of the corporates.
To ensure that Yatra remains a market leading Travel-Technology platform, we will continue investing in our common technology platform in order to ensure that we can introduce new product offerings in an efficient and timely manner and deliver on our vision of being a “one-stop-shop” for our customers when it comes to travel and travel related products. Given our focus on sustainable growth, which means that we do not intend to rely on aggressive promotions and discounts to grow our business, innovation is a key driver for our business as it enables us to provide our customers with a differentiated high-quality offering. In order to provide customers with selection and choice, we have launched a marketplace platform that enables us to sell our own inventory as well as the inventory of third-party vendors and we intend to launch similar innovative platform enhancements in the future.
We adopt a platform approach in our corporate business by offering our full suite of travel products such as air, hotel, bus, rail, cabs, and insurance on a common technology platform. Additionally, we have also added capabilities in adjacent business such as expense through a partnership with Zaggle that can drive further growth in the Corporate vertical. Additionally, since October 2020, we have been offering freight forwarding services to our existing corporate customer base further demonstrating cross-sell opportunities within our platform.
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Leverage our Existing Travel agent Network in Tier 2 and Tier 3 Cities
We will continue to invest in branding and services targeting Tier 2 and Tier 3 markets which, we believe, currently have lower online penetration levels for travel. According to the Indian government’s most recent census, more than 200 million people (representing 16% of India’s population) live in the 488 cities and towns comprising Tier 2 and 3 markets. We expect increased travel within and between Tier 2 and Tier 3 cities to drive growth in air and hotels. According to the Airports Authority of India, the growth rate in the number of air travel passengers year-over-year is higher in secondary airports located in smaller Tier 1 and larger Tier 2 cities and smaller regional airports in Tier 2 cities, at 24% and 20%, respectively, than it is in major metro airports located in the largest Tier 1 cities, at 16%.
Fuel Growth Through Innovative Acquisition Strategies
The acquisition of companies, intellectual property and talented individuals has been central to our growth strategy. In 2010, we acquired TSI and its subsidiaries in order to expand our travel agent business, particularly our international Air Ticketing Business for small and medium scale enterprises. In 2012, we acquired the Travelguru group of companies from Travelocity, which remain well-established hotel aggregators in India. Through this acquisition, we expanded our hotel business by establishing more direct hotel relationships in India and improved our inventory of affordable travel options. We have also leveraged our leading position in the Indian travel ecosystem to make several “acqui-hires,” including the teams from mGaadi and dudegenie, in order to grow our business. During the second quarter of fiscal year 2018 and fourth quarter of fiscal year 2019, we completed the acquisition of a majority stake in Yatra for Business Private Limited (formerly known as Air Travel Bureau Private Limited) and the corporate division of PL Worldways known as Travel.co.in Private Limited, or “TCIL”, which further reinforced our leadership position in the B2B travel segment. We expect to continue to pursue acquisitions that we believe will provide services, technologies or people that complement or expand our current offerings.
Supplier Relationships
We believe that we have built and continue to maintain strong relationships across our portfolio of suppliers for airlines, hotels, and holiday packages. We have teams managing our existing airline relationships, hotel relationships, and holiday packages. These teams also work to expand our offerings and network. A selective mix of negotiated rates, payment terms and co-participation promotions has resulted in a compelling consumer portfolio offering with an opportunity to leverage our large customer base and cross-sell effectively.
Airlines
The airline ticketing business is primarily targeted to domestic air passengers and international travel from India. We have access to real-time inventory either via Global Distribution System (“GDS”) service providers such as Amadeus and Galileo or through a “direct-connect” to the airlines. We have relationships with all major airlines operating in India, domestic and international. The fares paid by our customers include a transaction fee and this, along with the “per-segment” earnings from the GDS providers and the commissions and volume-linked incentives from the airlines, forms the revenue accrued to us. Our relationships include all major full-service carriers and low-cost carriers. These include domestic carriers such as Air Asia, Air India, Air India Express, Go First, IndiGo, SpiceJet, Vistara, and international airlines such as Air France-KLM, British Airways, Emirates, Etihad Airways, Lufthansa, Malaysia Airlines, Singapore Airlines, Thai Airways and Qatar Airways, etc.
Hotels
We have a hotel network of approximately 105,600 hotels and approximately 1.7 million hotel room-nights were booked through our platforms in fiscal year 2023. We have a team responsible for supply side contracting, onboarding listed properties, and demand generation. We also have an extranet portal that hoteliers use to access and manage their inventory, rates, and promotions. Hoteliers also have an option to access the extranet via a Channel Manager API, an interface that lets hoteliers connect their software application to our extranet.
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Freight Forwarding Business
In October 2020, we launched a new end-to-end freight forwarding business our “Freight Forwarding Business,” which connects companies with multi-modal logistics options. As we look towards digitizing the logistics space, our corporate travel relationships with both airline and enterprise executive management, together with our technology capabilities, give us a significant head start. As on March 31, 2023, we have a team of approximately 60 seasoned freight and logistics industry professionals. The digital platform that we are building has the potential to scale up our business.
Customer Service
We are dedicated to ensuring a superior user experience on our platform and a critical component of that is customer service. We provide customer support in all stages of our customers’ trips-before, during and after. Our “chat” system is an important means of communication between buyers and sellers, buyers and our customer service and sellers and our seller support. We monitor feedback from our customers using an in-house CRM system that helps to provide simple, tailor-made tools to provide rapid and effective support. We have approximately 179 employees in customer service, including supervisors, sales representatives, quality assurance and process control teams. There is a four-week induction and training program for our employees, which is managed by our in-house training team.
Central to the customer experience, our customer contact centers are closely aligned to the business and are equipped to meet all customer needs. These centers are open seven days per week and provide customer support till midnight. This enables us to provide a seamless customer experience across all channels. To improve flexibility and cost efficiency, we also utilize third-party customer service providers. In most of the cases, our staff is stationed in third-party customer contact centers to ensure that the customer experience is maintained to our unified corporate standards.
During the COVID-19 pandemic, we made efforts to enhance our automation capabilities to largely automate our post-booking engine to allow amendment, cancellation, and refund of bookings. This automation has been deployed across our websites, apps, and WhatsApp. Additionally, we have also deployed a GST invoicing solution to automate collection of GST invoices for corporate customers and from our suppliers. This automation allows us to scale without deploying incremental manpower thereby providing operating leverage in our business model.
Technology and Data
Our common technology platform has been designed to deliver a high level of reliability, security, scalability, integration, and innovation. We utilize an on-premise data center with a hybrid setup and ability to scale into a public cloud on-demand, an active backup on public cloud. We utilize cloud services with the ability to restore all site operations within 48 hours in case of a complete shutdown. This infrastructure is certified to support a traffic spike of 4.5 times across the flights, hotels, holidays, bus and rail platforms.
The technology stack includes Java, MariaDB with Galera Cluster, MongoDB, Redis, Aerospike, jQuery, React and ELK with a multi-tier service-oriented containerized architecture for horizontal scale, performance, and flexibility. We leverage and contribute to open-source technologies, leading to faster innovation, development and cost-efficiencies. We use an integration layer for high-scale, fault tolerance and configurability with connectivity to multiple GDS and hosting systems for low-cost carriers. This provides auto switching capabilities and redundancy between suppliers so that we may provide the same airline inventory even if a supplier is experiencing connectivity or performance issues.
We have also developed a common user interface platform that ensures a single common user view across B2C and B2B channels and a single customer/client interface on both the web and mobile interfaces so that users have a consistent experience irrespective of the channel via which they come to us. In order to ensure smooth integration of our inventory, we have launched a marketplace platform that enables us to sell our own inventory and the inventory of third-party vendors to provide travelers with a wider selection of products and services on a single platform. This platform presents a set of reusable services that allow third-party suppliers or travel services to manage and sell those services on www.yatra.com directly to consumers. This platform includes vendor management, seller-buyer-user communication service, provision of content, inventory and pricing management and product life cycle management services.
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Security
We accept all major credit, debit cards and other payment instruments, including mobile wallets. PaySwift is a homegrown payment engine to ensure payments are safe and secure. We are PCI-DSS 3.2 compliant with VeriSign secure certification. We follow a two-factor authentication mechanism with the security features of the applicable card. Our critical data security practices include credit card data protection in a separate VLAN accessible only through authenticated APIs and are in an encrypted storage with the key broken into two different systems. We also use a risk engine, which is a third-party service, to validate and fraud check international credit cards.
Our 24x7 monitoring and alerting security infrastructure is provided by an outsourced company from multiple locations. Continuous scanning, penetration testing and threat elimination, including ransomware protection, is undertaken by third-party security experts assisted by in-house security consultants. A distributed denial of service (“DDoS”) protection service has been instituted, which works at the perimeter level with protection up to one Gbps, to provide comprehensive solutions for all application (layer 7) and network (layer 3) DDoS attacks. Web application firewalls have also been placed for network and application security apart from a network firewall.
Competition
The Indian travel industry is highly competitive. Our success depends upon our ability to compete effectively against numerous established and emerging competitors, including other online travel agencies, traditional offline travel companies, travel research companies, payment wallets, search engines and meta search companies, both in India and abroad, such as Agoda Company Pte. Ltd., Akbar Travels, Amazon India, Booking.com B.V., Expedia Southeast Asia Pte. Ltd., Flipkart Pvt. Ltd., MakeMyTrip Limited, Cleartrip Private Limited, Easy Trip Planners Limited, Thomas Cook India Limited, FCM Travel Solutions India Private Limited, GBT India Private Limited, CWT India Private Limited, MakeMyTrip (India) Pvt. Ltd. (including Ibibo Group), One 97 Communications Limited, Oravel Stays Ltd., Riya Travel and Tours (India) Private Limited and Le Travenues Technology Private Limited, and in each case including their affiliated and group entities. Our competitors may have significantly greater financial, marketing, personnel, and other resources than we have. Factors affecting our competitive success include price, availability of travel products, ability to package travel products across multiple suppliers, brand recognition, customer service and customer care, fees charged to customers, ease of use, accessibility, reliability, and innovation. If we are not able to compete effectively against our competitors, our business and results of operations may be adversely affected.
Large, established Internet search engines with a global presence and meta search companies who can aggregate travel search results compete against us for customers. Certain of our competitors have launched brand marketing campaigns to increase their visibility with customers. Some of our competitors have significantly greater financial, marketing, personnel, and other resources than we do and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market as compared with us. Meta search sites, including TripAdvisor Inc., Trivago NV, Skyscanner and Kayak, offer the users an ability to make reservations directly on their websites, which may reduce the amount of traffic and transactions available to us through referrals from these sites. If additional meta search sites begin to offer the ability to make reservations directly, that will further affect our ability to generate traffic to our sites. From time to time, we may be required to reduce service fees and Adjusted Margin % in order to compete effectively and maintain or gain market share.
We may also face increased competition from new entrants in our industry. The travel industry is extremely dynamic and new channels of distribution in the travel industry may negatively affect our market share. Additional sources of competition include large companies that offer online travel services as one part of their business model, such as Alibaba Group Holding Ltd, as well as “daily deal” websites, such as Groupon, Inc.’s Getaways, or peer-to-peer inventory sources, such as Airbnb Inc., HomeAway.com and Oravel Stays Ltd. which provide home and apartment rentals as an alternative to hotel rooms. The growth of peer-to-peer inventory sources could affect the demand for our services in facilitating reservations at hotels.
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In addition, many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications. Suppliers may offer advantages for customers to book directly, such as member only fares, bonus miles or loyalty points, which could make their offerings more attractive to customers. Some low-cost airlines distribute their online supply exclusively through their own websites and other airlines have stopped providing inventory to certain online channels and attempt to drive customers to book directly on their websites by eliminating or limiting sales of certain airline tickets through third-party distributors. Additionally, airline suppliers are increasingly promoting hotel supply on their websites in connection with airline tickets. If we are unable to compete effectively with travel supplier related channels or other competitors, our business and results of operations may be adversely affected.
We also face increasing competition from widely used search engines, including Google, Bing and Yahoo!. Search engines have grown in popularity and may offer comprehensive travel planning or shopping capabilities, which may drive more traffic directly to the websites of our suppliers or competitors. Efforts undertaken by search engines in appealing the customers by various travel products, as well as possible future developments in such offerings in travel sector, may change or undermine our ability to obtain prominent placement in paid or unpaid search results at a reasonable cost or at all.
Intellectual Property
Our intellectual property rights include trademarks and domain names associated with the name “Yatra”, “Yatra For Business” and “Travelguru” primarily, as well as copyrights and rights arising from confidentiality agreements relating to our website content and technology. We regard our intellectual property as a factor contributing to our success. We rely on trademark law, trade secret protection, non-competition, and confidentiality agreements with our employees and some of our partners and vendors to protect our intellectual property rights. We require our employees to enter into agreements to keep confidential all information relating to our customers, methods, business, and trade secrets during and after their employment with us. Our employees are required to acknowledge and recognize that all inventions, trade secrets, works of authorship, developments and other processes made by them during their employment are our property.
Yatra India and its subsidiaries have registered the primary domain names, namely www.yatra.com, www.yatra.in, www.tsi-yatra.com and www.travelguru.com, and have full legal rights over these domain names for the period for which such domain names are registered. We conduct our business primarily under the “Yatra” brand name and logo and have registered the trademarks under a couple of classes mainly in India. We have inter alia applied for trademark registration of the logos, and word marks for yatra.com in India and such applications are currently pending with the Registry of Trademarks. We have filed responses to objections raised by the Registry of Trademarks to certain of these applications. We have also filed oppositions with the Registry of Trademarks against certain trademarks in pursuance of the protection of our trademarks.
Employees
As of March 31, 2023, we had 1,095 employees. The following tables show a breakdown of our employees as of March 31 for the past three years by category of activity and geographic location.
Number of Employees as of March 31, | ||||||||||||
| Division/Function | 2021 | 2022 | 2023 | |||||||||
| Executive Management | 2 | 2 | 3 | |||||||||
| Product development | 24 | 15 | 11 | |||||||||
| Sales and marketing | 225 | 202 | 205 | |||||||||
| Technology development and technology support | 124 | 99 | 104 | |||||||||
| Others (including operations, business development, administration, finance and accounting, legal and human resources) | 631 | 643 | 772 | |||||||||
| Total | 1,006 | 961 | 1,095 | |||||||||
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Number of Employees as of March 31, | ||||||||||||
| Location | 2021 | 2022 | 2023 | |||||||||
| India | 1,004 | 959 | 1,093 | |||||||||
| United States | 1 | 1 | 1 | |||||||||
| Singapore | 1 | 1 | 1 | |||||||||
| Total | 1,006 | 961 | 1,095 | |||||||||
None of our employees are represented by a labor union. We believe that our relations with our employees are good. As of March 31, 2023, we employed 193 temporary and contractual employees.
Insurance
We maintain and annually renew insurance for losses (but not business interruption) arising from fire, burglary as well as terrorist activities for our corporate office at Gurgaon, India, as well as for our various offices in India. In addition, we have insurance policies of approximately US$ 15 million to insure our directors and officers from various liabilities arising out of the general performance of their duties. We have also purchased key man insurance, professional indemnity insurance, public liability insurance, fidelity insurance and work injury compensation insurance for Yatra India. In addition to the above, we have taken standard medical policies and group personal accident policies.
Regulations
We are subject to various laws and regulations in India arising from our operations in India, including travel agent requirements and the operation of our website, call centers and other offices.
Yatra India has obtained registration from Ministry of Tourism to act as Domestic Tour Operator and Inbound Tour Operator which are valid until May 7, 2024, and May 7, 2024, respectively. Yatra India is also accredited with the International Air Transport Registration which is valid for 2023.
Under the Indian Information Technology Act, 2000, as amended, we are subject to certain liabilities pertaining to the implementation and maintenance of reasonable security practices and procedures with respect to sensitive personal data or information that we possess, deal with or handle in our computer systems, networks, databases, and software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the collection, use and disclosure of personal information. Further, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as amended, impose certain obligations on intermediaries to review content and users, make reasonable efforts not to, and to cause its users not to, host, display or transmit specified categories of non-compliant content and take action against non-compliant users and remove or disable access to such content.
We have obtained approvals to operate our domestic and international call centers in India as “Other Service Providers” (“OSP”) from the Department of Telecommunications, Ministry of Communications and Information Technology, Government of India. Our approval in respect of Domestic OSP and International OSP is valid for 20 years from October 18, 2013, and September 26, 2012, respectively.
We also obtain and maintain registrations under the Shops and Establishments Act and Rules of each state where our offices are located.
Our operations in India currently do not benefit from tax holidays under any applicable laws or regulations.
The consolidated foreign direct investment policy, or FDI Policy, issued by the Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India and the Foreign Exchange Management Act, 1999, as amended, and the regulations framed thereunder, or FEMA, have certain requirements with respect to downstream investments by Indian companies that are owned or controlled by foreign entities and with respect to the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners. These requirements currently include restrictions on pricing, valuation of shares and sources of funding for such investments, which may, in certain cases, require prior notice to or approval of the Government of India. India’s Foreign Exchange Management Act, 1999, as amended, and the rules and regulations promulgated thereunder, restrict us from lending to or borrowing from our Indian subsidiaries. Further the Government of India has from time to time made and may continue to make revisions to the FDI Policy on e-commerce in India (including in relation to business model and permitted services). Such changes may require us to make changes to our business in order to comply with Indian law.
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The Companies Act contains significant changes to Indian company law, including in relation to the issuance of capital by companies, related party transactions, corporate governance, audit matters, shareholder class actions and restrictions on the number of layers of subsidiaries and corporate social responsibility spending, while substantially all of the provisions of the Companies Act are currently effective.
Litigation
From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business and the results of litigation and claims cannot be predicted with certainty.
Except for the Legal proceedings and tax proceedings described below, there are no other governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which we are aware) that we believe could reasonably be expected to have a material adverse effect on our results of operations or financial position.
Legal proceedings
| 1. | Termination of Ebix merger agreement | |
| As previously disclosed, on June 5, 2020, Yatra Online delivered to Ebix Inc. (“Ebix”) our notice of termination of the merger agreement with Ebix and filed litigation in the Court of Chancery of the State of Delaware based upon Ebix’s breaches of the merger agreement and an ancillary extension agreement. In addition, we also sued Ebix for fraud and sued Ebix’s consortium of lenders for tortious interference with contractual relations. On August 30, 2021, the Court of Chancery granted Ebix’s motions to dismiss and dismissed the complaint in its entirety. On September 17, 2021, we filed a notice of appeal of the dismissal to the Supreme Court of the State of Delaware. The matter was heard by the Supreme Court on March 23, 2022. On April 11, 2022, the Supreme Court affirmed the final judgment of the Court of Chancery. | ||
| 2. | “Yatra India and TSI Yatra Private Limited, the step-down subsidiaries of the Company and together referred to as “Group Entities” were served demand notices under the Insolvency and Bankruptcy Code, 2016 (“IBC”) by Ezeego One Travel and Tours Limited, through its Resolution Professional (“Ezeego”). Under the respective demand notices for each Group Entity, Ezeego has raised a demand of the cumulative outstanding dues to the tune of INR 170.28 million under the Balance Confirmation Agreement. The Group Entities disputed the amount by stating that its books of accounts only reflect an outstanding amount of INR 56.24 million, which has not yet been paid due to the pending reconciliation of these accounts. In accordance with the provisions of the IBC, Ezeego has filed applications for initiation of Corporate Insolvency Resolution Process against each of the Group Entities in the National Company Law Tribunals of respective jurisdictions demanding a cumulative payment of an unpaid operational debt of INR 251.32 million (including interest till date of filing).
In furtherance of the above, the legal proceedings were taken up at the respective legal forums for the Group Entities.
The matter for Yatra India, to the tune of INR 31.54 million (including interest till the date of its original filing), has been finally settled after Ezeego withdrew its Civil Appeal, in terms of the Order passed by the Hon’ble Supreme Court dated May 02, 2023, filed against the Order passed by the NCLAT and Yatra India has paid a sum of INR 16 million to Ezeego as full and final settlement of all outstanding dues between Ezeego and Yatra India.
TSI Yatra has filed its response disputing the claims of INR 219.77 million (including interest till date of filing) in the matter by stating that its books of accounts only reflect an outstanding amount of INR 40.32 million and the matter is pending adjudication. |
Tax Matters Relating to Yatra India
Assessment Year 2008-09
In December 2010, we received a demand notice from the Indian income tax authorities for the assessment year 2008-09, disallowing a deduction of INR 18.9 million. In January 2011, we filed an appeal with the Commissioner of Income Tax (Appeals). The appeal was decided in our favor in March 2012, and we received partial relief except for some disallowance amounting to INR 1.6 million. The Revenue has filed an appeal against the order of the Commissioner of Income Tax (Appeals) with the Income Tax Tribunal. Further, in March 2014, we received a demand notice for payment of tax on disallowed expenses of INR 1.6 million. The tax amount was paid in April 2014. In March 2016, the Income Tax Tribunal remanded the matter to the file of the assessing officer who will decide these issues afresh and give us an opportunity to present the case before him. The matter has not yet been scheduled for hearing by the assessing officer. In December 2020, the Company applied for Vivad Se Vishwas Scheme 2020 (“VSVS”) to settle its tax disputes with the department.
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Assessment Year 2012-13
In April 2016, we received a demand notice from the Indian income tax authorities concerning the assessment year 2012-13, disallowing a deduction of INR 8.2 million for expenditure relatable to exempt income and security deposit written off. We filed an appeal before the Commissioner of Income Tax (Appeals) in July 2016. Subsequently, we were issued a notice of demand for INR 0.5 million as a tax penalty against which we filed an appeal before the Commissioner of Income Tax (Appeals) in November 2016. The matter was scheduled for hearing on January 19, 2018. Hearing for penalty matter adjourned sine die. Fresh notice will be issued after hearing of quantum appeal. We have not heard back from department thereafter. In December 2020, the Company applied for VSVS to settle its tax disputes with the department.
We received order for full and final settlement of tax arrears under the relevant section of the Direct Tax VSVS act, 2020 (3 of 2020) the direct tax VSVS rules, 2020 dated June 15, 2021.
Assessment Year 2014-15
In March 2016, we were issued a notice by the Indian income tax authorities for scrutiny assessment for the assessment year 2014-15. We have submitted the required information to the concerned authorities. Assessment orders were subsequently issued on December 29, 2017, disallowing a deduction of INR 0.02 million. We have filed an appeal before the Commissioner of Income Tax (Appeals) in January 2018. The matter is not yet scheduled.
In December 2016, we were issued a notice towards Transfer Pricing proceedings under Section 92CA of the Income Tax Act requisitioning certain information. The Company submitted all the required information with the department, after which Transfer pricing orders under Section 92CA(1) of the Income Tax Act were issued in October 2017, accepting arm’s length pricing of the transactions. The assessment is closed.
In January 2021, we received notice under section 250 of the Income Tax Act, 1961 in relation to the appeal filed against the order to upload any further written submission and documents on or before January 8, 2021.
In December 2020, the Company applied for VSVS to settle its tax disputes with the department.
We received order for full and final settlement of tax arrears under the relevant section of the Direct Tax VSVS act, 2020 (3 of 2020) the direct tax VSVS rules, 2020 dated June 15, 2021.
Assessment Year 2015-16
In January 2017, we were issued a notice by the Indian income tax authorities for an inquiry before assessment for the assessment year 2015-16 where in the Company was required to provide certain documents in connection with the assessment. The required documents were filed with the income tax authorities by the company in March 2017.
In June 2018, we were issued a notice towards Transfer Pricing proceedings under Section 92CA of the Income Tax Act requisitioning certain information. The Company had submitted all the required information with the department.
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In February 2019, we were issued assessment orders making an addition of INR 92.4 million relating to arm’s length pricing of domestic transaction with associate enterprises. We have filed an appeal before the Commissioner of Income Tax (Appeals) in March 2019. The matter was dismissed pursuant to an order dated March 1, 2021, following the Company’s determination to pursue settlement of this matter under the VSVS.
We received order for full and final settlement of tax arrears under the relevant section of the Direct Tax VSVS act, 2020 (3 of 2020) the direct tax VSVS rules, 2020 dated June 15, 2021.
Assessment Year 2016-17
In July 2017, we were issued a notice by the Indian income tax authorities concerning a complete scrutiny, and we were requested to furnish information electronically on or before July 24, 2017. The required information has been submitted with the department. We did not hear back from the department thereafter.
In December 2018, we received assessment orders making an addition of INR 0.03 million towards tax collected at the source (“TDS”) applicability on expenses. We have accepted the orders and assessment is closed.
In December 2020, we received notice of a hearing in respect of revision proceedings u/s 263 of the Income Tax Act, 1961 fixed for January 4, 2021. There hearing was attended by an authorized representative of the Company.
In January 2021, we received an order u/s 263 of the Income Tax Act, 1961 setting aside the order passed by previous Assessing Officer (“AO”) and directing new assessment order after making the due inquiry. We have filed appeal before the Commissioner of Income Tax (Appeals) against the above orders on March 17, 2021. The matter is not yet listed.
In March 2022, Income Tax Appellate Tribunal (“ITAT”) passed order allowing the appeal. The matter is closed.
Assessment Year 2017-18
In August 2018, we were issued a notice by the Indian income tax authorities for complete scrutiny, and we were requested to furnish information electronically on or before August 22, 2018. We filed the required documents with the income tax authorities in March 2017. Tax assessment intimation under section 143(1) of Income Tax Act, 1961 was issued in March 2019 without any addition. The tax scrutiny is not completed.
In February 2021, we received the assessment order u/s 143(3) of Income Tax Act, 1961 accepting the income as per return of income and this matter was closed.
Assessment Year 2018-19
In March 2020, Tax assessment intimation under section 143(1) of Income Tax Act, 1961 was issued without any addition. The tax scrutiny is not completed.
Service Tax Show Cause and Demand Notice-Fiscal Years 2007-17
In June 2012, pursuant to an audit conducted by the service tax authorities, we received a notice from the service tax authorities for fiscal years 2007-11 in respect of certain matters which relate to the travel industry and involve a complex interpretation of Indian laws. We received similar notices for fiscal years 2011-12, 2012-13, 2013-14 and 2014-15 in December 2012, May 2014, April 2015, and April 2016, respectively. In November 2012, we filed a reply with the Commissioner of Service Tax for fiscal years 2007-11 and similarly filed an objection in April 2013 for fiscal year 2012, in February 2015 for fiscal year 2013, in May 2015 for fiscal year 2014 and in May 2016 for fiscal year 2015. We attended a personal hearing before the Commissioner of Central Excise in November 2015 for fiscal years 2007-13 and in September 2015 for fiscal year 2014. The aggregate value of the demand in these show cause notices is approximately INR 1,000 million, excluding interest and penalties if finally determined to be payable. We attended the personal hearing before the Principal Commissioner, Gurugram on November 29, 2017, in respect of show cause notices mentioned above. Further to such proceedings, on March 9, 2018, we received a notice from the Commissioner of Service Tax demanding a service tax of INR 983.2 along with a penalty of INR 381.8 million plus interest at an appropriate rate as of February 2018. An appeal was filed before the Customs, Excise and Service Tax Appellate Tribunal (“CESTAT”) in June 2018. The matter has not yet been scheduled for hearing.
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We received a similar notice for the period April 2015-June 2017. The aggregate value of concern in the show cause notice is approximately INR 148.1 million (excluding interest and penalties). Our reply to the show cause notice was filed on June 29, 2018, before the Commissioner of GST, Gurugram. The Commissioner of GST, Gurugram passed an adverse order dated October 31, 2018, received by us on December 19, 2018, confirming a demand of INR 129.4 million along with a penalty of INR 12.9 million and interest at an appropriate rate. An appeal was filed before CESTAT in February 2019. The matter has not yet been scheduled for a hearing.
Service Tax Show Cause and Demand Notice-Fiscal Years 2010-17
In October 2015, pursuant to an industry wide inquiry on compliance with service tax rules and regulations by various travel agencies in India initiated by the Mumbai Zonal Unit of Directorate General of Excise Intelligence and Customs, an excise and customs tax regulatory authority in India, we received a notice from the tax authorities for fiscal years 2010 to 2015, demanding payment of service tax in respect of certain matters, some of which relate to the travel industry in India and involve a complex interpretation of Indian law. In March 2016, we filed a reply with the Commissioner of Service Tax for fiscal years 2010-15. The aggregate value of demand for the show cause notice above is approximately INR 240.7 million (excluding interest and penalties if finally determined to be payable). Further to such proceedings, the demand of service tax of INR 240.7 million has been raised by the Commissioner of Service Tax along with a penalty of INR 240.7 million and interest at an appropriate rate in December 2016. An appeal has been filed before CESTAT in March 2017. An early hearing application was allowed by CESTAT on May 20, 2019, on request of department, listing the matter for final disposal. The matter scheduled for hearing on August 9, 2019, was adjourned. The CESTAT Chandigarh bench was to sit in January 2020, however case list is not yet out in public domain.
In March 2018, we received notice from Commissioner for the period April 2015-June 2017 relating to same matter. The aggregate value of show cause notice is approximately INR 437.6 million (excluding interest and penalties). We filed a reply in May 2018. The Commissioner of GST, Gurugram passed an adverse order dated November 29, 2018, received by us on December 8, 2018, confirming a demand of INR 381.6 million along with a penalty of INR 38.2 million and interest at an appropriate rate. An appeal has been filed before CESTAT in March 2019. The matter scheduled for hearing on August 9, 2019, was adjourned. The CESTAT Chandigarh bench will work during October 21, 2019, to October 25, 2019, however case list is not yet out in public domain.
Investigation by Directorate General of Central Excise Intelligence
An investigation has been initiated by the Directorate General of Central Excise Intelligence, or DGCEI, for the period from October 2010 to September 2015 for service tax relating to hotel reservations. The matters are industry wide and involve a complex interpretation of law. We have made a pre-deposit of INR 25 million under protest but we have not received any show cause notice in this respect. A notice for further information on the subject was received and our reply was filed in January 2016. The investigation is ongoing. We believe that we have strong grounds to defend our position on these matters. In January 2021, we filed a writ petition before the High Court of Delhi for a refund of INR 25 million. On January 29, 2021, the High Court of Delhi passed writ petitions orders directing DGCEI to consider the writ petition as a representation and decide the refund claim. The Court has also directed the Department to consider payment of interest on such refund as per applicable law.
Service Tax Intimation for audit of Fiscal Years 2012-13-2016-17
In September 2017, we received an intimation issued from the Office of the Commissioner of GST Audit Gurugram for conducting service tax audit from Fiscal Years 2012-13 to 2016-17. The required information is submitted to the concerned authorities.
In September 2020, pursuant to service tax audit initiated by the Central GST Audit Commissionerate, Gurugram, we received a notice from the tax authorities for fiscal years 2014-15 (from October 2014) to 2017-18 (to June 2017), demanding payment of service tax in respect of certain matters. The aggregate value of demand for the show cause notice is approximately INR 180.6 million (excluding interest and penalties if finally determined to be payable). We submitted our reply in January 2021. The matter was fixed for hearing on February 18, 2021. The personal hearing was attended through virtual mode, and we reiterated the submission made in our reply dated February 8, 2021 and pleaded for dropping the proceedings. These are no further updated after personal hearing.
Service Tax refund Claim
Refund claim was filed in June 2018 and in response to the refund claim, a deficiency memo was issued by Assistant Commissioner, GST, Gurugram on August 8, 2018, asking for certain information. Yatra Online submitted some information vide reply dated January 23, 2019.
However, refund claim was rejected on the grounds of non-submission of information within a reasonable time from the date of issuance of deficiency memo. This rejection order was not received by Yatra Online and only after multiple follow ups Yatra Online was provided with the copy of it in September 2020.
Accordingly, appeal was filed before Commissioner (Appeals) on November 02, 2020, and personal hearing was granted on December 09, 2020. Yatra Online submitted the additional information sought by the officer pursuant to such hearing.
The Commissioner (Appeals) vide order dated February 12, 2021, has remanded back the matter for verification. Yatra Online through its authorized representatives have now approached the original authority for verification process. There has been no further update on this matter.
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Tax Matters Relating to Yatra TG Stays Private Limited (formerly known as D. V. Travels Guru Pvt. Ltd)
Assessment Year 2017-18
In September 2019, we were issued a notice by the Indian income tax authorities for scrutiny assessment for the assessment year 2017-18. Assessment order u/s 143(3) was passed by the department on December 25, 2019, in which advertisement sales promotion expenses and employees’ contribution to the Employees’ State Insurance Corporation (“ESIC”) was disallowed amounting to INR 20 million. Further we filed an appeal before the Commissioner of Income Tax (Appeals) u/s 246A against the said order on January 22, 2020.
In January 2021, the Company applied for VSVS to settle its tax disputes with the department.
We received order for full and final settlement of tax arrears under the relevant section of the Direct Tax VSVS act, 2020 (3 of 2020) the direct tax VSVS rules, 2020 dated November 24, 2021.
Service Tax Show Cause and Demand Notice-November 2005 to October 2006
In April 2011, we received a notice from the service tax authorities based on investigation carried out by the DGCEI for the period November 2005 to October 2006 in respect of admissibility of input credit. In November 2012, we filed a reply with the Commissioner of Service Tax. The value of demand for the show cause notice above is approximately INR 3.7 million (excluding interest and penalties if finally determined to be payable). A personal hearing on the matter was held on July 27, 2016 and we reiterated the submissions in the ground of appeal and also made additional written submissions. In August 2016, we received orders wherein the demand was confirmed by the Commissioner (Appeals). We have filed an appeal against the order with the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) in November 2016. The matter was listed before CESTAT, Mumbai on June 29, 2017. Tribunal after hearing the submissions of the parties was pleased to allow the Appeal by way of remand to adjudicating authority. The Bench has directed the Authority to duly verify the receipt of services by the Appellant and allow credit on services, if found to have been received by the Company. The Adjudicating Authority is directed to complete the process of verification by December 31, 2017, and pass appropriate order. We by letter dated November 17, 2017, have asked Asst. Commissioner for any information/details are required and extended our support to complete verification process in response of which we have received the letter from department dated December 22, 2017 that Asst Commissioner has no jurisdiction to adjudicate the said Order and hence has requested to approach the adjudicating authority as per Para 5 of circular 1049/37/2016-CX under F.No.267/40/2016-CX by virtue of which any cases remanded back for novo jurisdiction shall be decided by the authority of the rank which passed the remanded order. On January 16, 2018, we filed 1 letter with the Additional Commissioner CGST requesting to complete the inquiry.
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On December 24, 2018, we received a notice from the Superintendent CGST scheduling a personal hearing with the Joint Commissioner CGST on January 8, 2019. During the hearing, the officer requested a list of vendors along with their addresses for verification purposes. We provided the requested information on January 15, 2019. As of now, there has been no further communication from the Joint Commissioner’s office.
Service Tax Show Cause and Demand Notice-Fiscal Years 2007-11
In August 2011, following an audit by the service tax authorities, we were issued a notice pertaining to certain travel industry matters from fiscal years 2007-11, which involve a nuanced interpretation of Indian law. We responded to this in April 2012 and made an additional submission in July 2014. Subsequent to these proceedings, the Commissioner of Service Tax levied a demand for INR 237.6 million in service tax, accompanied by an equal penalty and additional interest at a specified rate. In response, we lodged an appeal against this order with the Customs, Excise, and Service Tax Appellate Tribunal (CESTAT) in January 2017.
Service Tax Intimation for Audit Fiscal Years 2012-13-2016-17
In August 2017, the Office of the Additional Commissioner of GST Audit Mumbai notified us of a service tax audit spanning Fiscal Years 2012-13 to 2016-17. We promptly provided the necessary details to the authorities. However, in January 2018, they sought additional information, which we duly submitted. We are currently awaiting the audit report.
GST Audit Fiscal Years 2017-18
On March 3, 2023, we were issued an audit memo (ADT-02) with an amount of INR 1.1 million, citing discrepancies between GSTR3B and GSTR2A. Our management is confident, based on the case’s merits, that there is a substantial basis for a reduction in the proposed amount.
Tax Matters Relating to Yatra Hotel Solutions Private Limited (formerly known as Desiya Online Travel Distribution Pvt. Ltd.)
Assessment Year 2015-16
In January 2018, the Indian income tax authorities issued a demand notice for INR 1.4 million for the assessment year 2015-16, disallowing an INR 3.4 million deduction for expenditure. We promptly appealed against this order in the same month and made a pre-deposit of INR 0.3 million. As of now, there has been no further communication on this matter.
Service Tax Show Cause and Demand Notice-October 2012 to October 2013
In January 2014, we submitted a refund claim application to the service tax authorities for INR 8.5 million. However, in March 2014, the service tax department sent a notice rejecting our refund claim. We responded to the Assistant Commissioner of Service Tax in July 2014. Subsequent requests for documentation and clarification were made by the Office of the Assistant Commissioner in February and March 2015, to which we complied in February 2016 and followed up with a letter in June 2018.
On December 3, 2018, the Assistant Commissioner of Central Tax in Kolkata instructed the Deputy/Assistant Commissioner of Central Tax in Mumbai to verify the interest paid on advances. Following a meeting on January 8, 2019, we provided the required submissions by January 28, 2019. After sending a follow-up letter to the Kolkata authorities on September 30, 2019, they requested additional details on October 30, 2019. We promptly addressed this request on November 19, 2019.
By March 2021, we were granted a refund of INR 7.4 million, with the remaining INR 1.1 million being denied due to time limitations. This refunded amount was credited to our bank account.
For the rejected INR 1.1 million and its interest component, we lodged an appeal with the Kolkata Commissioner (Appeals) on July 26, 2021.
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Tax Matters Relating to TSI Yatra Private Limited
Assessment Year 2008-09
In July 2018, we received a TDS demand notice over email from the Indian income tax authorities of INR 1.6 million related to erstwhile subsidiary of TSI Yatra Private limited named TSI North East Private Limited. The demand is in respect of Permanent Account Number (“PAN”) error in return filed. We are in process of revising the return with correct PAN details. We deposited INR 0.6 million and are in process of rectifying the error by updating the TDS return.
Assessment Year 2013-14
In February 2016, the Indian income tax authorities issued a demand notice for the assessment year 2013-14, disallowing an INR 8.15 million deduction related to exempt income. We acknowledged this decision, and the assessment was subsequently concluded. However, the authorities later levied a penalty of INR 1.89 million. In response, we appealed to the Commissioner of Income Tax (Appeals) in November 2016. Though we received an unfavorable order from the CIT(A) in December 2018, we pursued the matter further by filing an appeal with the ITAT on January 21, 2019. As of then, a hearing date was yet to be set.
Nevertheless, on October 19, 2022, we were granted a favorable verdict, resulting in a refund of INR 1.89 million. We’ve since submitted the necessary application to receive this refund.
Assessment Year 2014-15
In July 2016, we received a scrutiny assessment notice from the Indian income tax authorities for the assessment year 2014-15 and promptly provided all requested information.
By January 2017, a notice was issued to us concerning Transfer Pricing proceedings under Section 92CA of the Income Tax Act. We fully complied, submitting all necessary documentation. Consequently, in October 2017, Transfer Pricing orders under Section 92CA (1) of the Income Tax Act were issued, affirming the arm’s length pricing of our transactions.
In January 2018, the Indian tax authorities delivered an assessment order for the 2014-15 assessment year, demanding an additional INR 95.34 million in tax payments. This was due to an upward revision of our declared income for that year, based on a consideration we received for share allotment surpassing its fair market value. In response, we appealed to the Commissioner of Income Tax (Appeals) in February 2018 and made a pre-deposit of INR 13.89 million the following month. Additionally, the Income Tax department adjusted INR 3.9 million against refunds from previous periods. Although we faced an unfavorable ruling from the CIT(A) on January 15, 2019, we didn’t relent, instead appealing to the ITAT. Following ITAT’s guidance, we deposited another INR 5.0 million in March 2019, while the remaining demand was stayed for six months. Despite three adjournments, our case was finally heard on August 29, 2019, though we await the ITAT’s final decision.
Further complicating matters, the Central Processing Centre of the Income Tax Department issued letters on May 17, 2019, and July 11, 2019, offsetting our INR 14.3 million refund for the 2017-18 assessment year against the outstanding demand. Similarly, a letter dated May 9, 2020, adjusted our refund of INR 25.03 million for the 2019-20 assessment year. In response, on May 29, 2020, we petitioned the ITAT for an extended stay order and requested the Central Processing Centre to halt refund adjustments during this stay.
By December 2020, the ITAT directed the assessing officer to revisit the matter and set a new hearing date for us to bolster our argument. The process culminated on March 31, 2022, when the ITAT conclusively ruled in our favor, nullifying the entire adjustment.
Assessment Year 2016-17
In September 2017, the Indian income tax authorities issued us a notice regarding tax deduction at source for the assessment year 2016-17, requesting specific details by September 27, 2017. We promptly complied and submitted the necessary information.
The following month, in October 2017, the tax authorities sent another notice pertaining to the 2016-17 assessment year. This notice imposed a penalty of INR 0.76 million for our failure to withhold taxes. A hearing was scheduled for October 24, 2017, during which we were instructed to provide additional information. We have since furnished the requested details and are currently awaiting further communication from the department.
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Assessment Year 2018-19
In March 2021, the Income Tax Authorities issued us a notice under section 142(1) requesting details and clarification on a “share based payment expense” totaling INR 9.3 million. We promptly provided the requested response.
Subsequently, in April 2021, the authorities passed an order under section 143(3), disallowing this expense. As a result, we faced a tax and penalty imposition totaling approximately INR 0.4 million, accompanied by a demand notice under section 156 and a show-cause notice under section 270A. In response, we lodged an appeal with the Commissioner of Income Tax (Appeal) on May 12, 2021. A date for the hearing has yet to be set.
Service Tax Show Cause and Demand Notice-Fiscal Years 2007-12
In October 2013, following an audit by the service tax authorities, we received a notice pertaining to fiscal years 2007-12. This notice addressed specific issues related to the travel industry and required nuanced interpretations of Indian law. Responding to this, we submitted a reply to the Commissioner of Service Tax in March 2014. Subsequent to these discussions, the Commissioner levied a service tax demand of INR 19.94 million, coupled with an equal penalty and interest calculated at the prevailing rate. In December 2016, we challenged this order at the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) and made a preliminary payment equivalent to 7.5% of the demanded duty. A hearing date has yet to be established.
Service Tax Show Cause and Demand Notice-Fiscal Years 2010-14
In October 2015, we were notified by the service tax authorities regarding issues from fiscal years 2010-14, specifically concerning the travel industry and its intricate interpretations under Indian law. We addressed this by submitting our response to the Commissioner of Service Tax in March 2016 and subsequently attended a personal hearing before the Commissioner of Central Excise. The total demand stemming from this notice approximates INR 231.6 million, exclusive of any potential interest and penalties. On January 13, 2017, we participated in another hearing before the Additional Director General and presented an additional submission to the adjudicating authority by January 27, 2017.
Following these discussions, the Directorate General of GST Intelligence formalized a service tax demand of INR 231.6 million, in addition to the applicable interest. To contest this order, we approached the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) in November 2017, accompanied by a 7.5% pre-deposit of the total duty as mandated by service tax regulations.
Our request for an expedited hearing was approved by CESTAT on May 20, 2019, at the behest of the department, setting the stage for a conclusive discussion. However, the scheduled hearing for August 9, 2019 was postponed. While the CESTAT Chandigarh bench planned to convene in January 2020, the agenda remains unreleased to the public, and we await further updates on the next hearing.
Service tax refund
Refund claim was filed in June 2018 and in response to the refund claim, a deficiency memo was issued by Assistant Commissioner, GST, Gurugram on August 8, 2018 asking for certain information. Yatra Online submitted some information vide reply dated January 23, 2019.
However refund claim was rejected on the grounds of non-submission of information within a reasonable time from the date of issuance of deficiency memo. This rejection order was not received by Yatra Online and only after multiple follow ups Yatra Online was provided with the copy of it in September 2020.
Accordingly, appeal was filed before Commissioner (Appeals) on November 02, 2020 and personal hearing was granted on December 09, 2020. Yatra Online submitted the additional information sought by the officer pursuant to such hearing.
The Commissioner (Appeals) vide order dated February 12, 2021 has remanded back the matter for verification. Yatra Online through its authorized representatives have now approached the original authority for verification process.
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Tax Matters Relating to Yatra Corporate Hotel Solutions Private Limited (formerly known as Intech Hotel Solutions Private Limited)
Assessment Year 2013-14
In August 2016, the Indian income tax authorities issued us a notice concerning the nature of certain expenditures related to international transactions with an associate enterprise for the assessment year 2013-14. This has a potential tax implication of INR 1.41 million. A hearing date with the assessing officer has not been set as of now.
Assessment Year 2014-15
In July 2016, the Indian income tax authorities issued a notice for scrutiny assessment pertaining to the 2014-15 assessment year. We promptly provided all requested information. By December 2016, we received an assessment order adding an income of INR 7.8 million and levying a demand of INR 0.9 million. That same month, we appealed to the Commissioner of Income Tax (Appeals). A subsequent penalty notice under section 271(1)(c) was dispatched on June 6, 2017. We responded with the necessary appeal documentation and clarifications. By March 2019, the Commissioner of Income Tax (Appeal) partly granted our appeal. In response to this decision, we appealed to the ITAT on June 6, 2019. As of now, a hearing date remains pending.
Assessment Year 2016-17
In August 2017, we were issued a notice by the Indian income tax authorities for complete scrutiny and furnish information electronically on or before August 22, 2017. The required information has been submitted with the department. In December 2018, we have received assessment order making upward addition of INR 7.0 million. An appeal has been filed before CIT(A) in January 2019.The matter has not yet been scheduled for hearing.
Assessment Year 2018-19
In November 2020, we were issued a notice by the Indian income tax authorities that required us to furnish information electronically on or before December 1, 2020. The required information was submitted to the department. The Assessment order is still pending from the concerned authorities.
In January 2022, we have received assessment order dated Sep 17, 2021, towards recovery of demand. A demand of INR 67.82 million was raised and we submitted our reply on January 09, 2022. We also filed an appeal against the matter in CIT(A) in February 2022.
On November 30, 2022, we were issued an order on the application of stay of demand against a payment of 10% of the total demand in 6 equal installments so that the payment towards the balance amount can be stayed. The Company has been adhering to the payment scheduled and the matter is awaited to be heard before the officer.
Service Tax Intimation for audit of fiscal Years 2015-16 - 2017-18 (upto June; 2017)
In January 2021, we received an intimation issued from the Office of the Commissioner of GST Audit Gurugram for conducting service tax audit from fiscal Years 2015-16 to 2017-1. The required information has been submitted to the concerned authorities.
During the course of verification of our records and returns, by the Audit team from the office of Audit Commissionerate CGST & CX Audit, it was determined that certain CENVAT credit incorrectly availed by the Company. We agreed to the points raised during verification/scrutiny and deposited the said amount of CENVAT credit of INR 0.01 million along with interest and penalty of INR 0.01 million vide DRC-03, Dt. 23 Mar’2021. A final order yet to be received from the authorities.
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Tax Matters Relating to Yatra for Business Private Limited (formerly known as Air Travel Bureau Private Limited)
Assessment Year 2018-19
In September 2019, we were issued a notice by the Indian income tax authorities for scrutiny, and we were requested to furnish information electronically on or before September 26, 2019. We filed the required documents with the income tax authorities. We received further questionnaire in December 2020 and January 2021. All the required details were submitted. In February 2021, we received orders under section 143(3) raising demand of INR 8.4 million. An appeal was filed before Commissioner of Income Tax (Appeals) in March 2021, subsequent to which there has been no progress on the matter.
Service Tax Show Cause and Demand Notice-Fiscal Years 2005-12
In November 2011, pursuant to an audit conducted by the service tax authorities, we received a notice from the service tax authorities for the period October 2005- September 2010 in respect of certain matters which relate to the travel industry and involve a complex interpretation of Indian laws. The aggregate value of demand for the show cause notice above is approximately INR 3.2 million along with a penalty of INR 3.2 million and interest at an appropriate rate raised by the Additional Commissioner of Service Tax. An appeal was filed before Commissioner of Central Excise (Appeals) in February 2012. The matter was scheduled for hearing on March 6, 2018. As per the orders dated May 9, 2018, service tax demand was confirmed under the normal period limitation along with the interest but no penalty was imposed.
Goods and Service Tax Show Cause and Demand Notice-Fiscal Years 2017-18
In February 2021, we received show cause notice from Office of Assistant Commissioner, Telangana for the period July 2017 - March 2018 in respect of input tax credit being wrongly availed or utilized. The aggregate value of demand is approximately INR 8.45 million. We submitted our reply to the notice in March 2021. A personal hearing was accorded and was attended to on March 20, 2021, where the reasons were explained to the tax officer, which were primarily pertained to a mismatch of data. Following the hearing, we received a new SCN with a partial payment of INR 5.5 million from the tax authorities. We disagree with the finding and payment amount. We strongly believe that the case is meritorious, considering the facts which primarily pertains to the mismatch of the input tax credit recorded, where we have also seen that Indian Revenue Authorities are considering the facts basis which the discrepancies have been resolved in similar cases.
Goods and Service Tax Show Cause and Demand Notice-Fiscal Years 2017-18, 2018-19, 2019-20 and 2020-21
A summon for personal hearing was received for block financial year periods between FY 2017-18 to 2020-21 (up to December 2020) from Karnataka jurisdiction The issue primarily involves reconciliations of GSTR3B and GSTR2A
We received a SCN on September 29, 2022, to pay the amount of penalty amounting to 25% of the demand against which an appropriate response has been filed along with a suomoto payment of INR 10.09 million. Basis this, we strongly believe that the merits are strong for the subject matter.
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Goods and Service Tax Show Cause and Demand Notice—Fiscal Years 2019-20
On November 27 2021, we received show cause notice from Office of Assistant Commissioner, Telangana for the Financial Year 2019-20 in respect of input tax credit wrongly availed or utilized. The aggregate value of demand is approximately INR 0.06 million. We have submitted our reply to notice in December 24, 2021. There is no further update from the department.
Goods and Service Tax Show Cause and Demand Notice—Fiscal Years 2017-18
On September 13, 2022, we received the notice regarding discrepancies in return filed primarily pertaining to the differences between GSTR-3B and GSTR-1 for the period 2017-18 from Mumbai jurisdiction.
We deposited the tax liability for differences of INR 1.16 million on November 29, 2022. Further, we submitted latest response to the said notice on December 15, 2022, and the aggregate demand being INR 0.01 million.
Goods and Service Tax Show Cause Audit Fiscal Years 2017-18 to Fiscal Years 2020-21
On March 15, 2023, we received an audit memo which is an observation letter from the tax department for a block assessment that they undertook in Delhi for the period of financial years 2017-18 to 2020-21, where it was adjudicated that there is a total demand of INR 2.87 million which has to be paid in the quarter.
Goods and Service Tax Show Cause and Demand Notice—Fiscal Years 2020-21
On September 13, 2022, we received a notice regarding discrepancies of ITC availed as reported in GSTR3B and GSTR2A for the financial year 2022-21 in Maharashtra Jurisdiction. The aggregate value of the demand is INR 3.43 million.
Reply to the said notice was filed on November 11, 2022, stating that the amount as reported is incorrect and does not match with the amount reported in monthly return.
Reply to the said notice was filed the response to the notice on November 14, 2022, stating that the actual difference in INR 0.9 million which is an adjustment of excess tax deposited by the company.
C. Organizational Structure
The following diagram illustrates our corporate structure and the place of formation and ownership interest of each of our significant subsidiaries:
Organization Structure as on March 31, 2023
* Certain Terrapin Acquisition Corp.’s founder stockholders own Class F shares in Yatra Online and have an exchange right to acquire ordinary shares of Yatra Online.
** Network18 Media and Investments holds 0.955%, Vistra ITCL (India) Limited, acting as trustee for Pandara Trust I holds 0.377% and Reliance Retail Limited holds 0.083% of Yatra Online Limited.
D. Property, Plants and Equipment
Our primary facility is our principal executive office located in Gurgaon, India. We have leased approximately 77,230 square foot facilities across 12 cities, including approximately 47,759 square feet in Gurgaon, approximately 10,239 square feet in Mumbai, approximately 4,615 square feet in Bangalore, approximately 3,450 square feet in Hyderabad and 600 square feet in Delhi.
Outside of India we have leased an office in Singapore, United States and Dubai.
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ITEM 4A. UNRESOLVED STAFF COMMENTS
As of the date of filing of this Annual Report, we have no unresolved comments from the SEC that require disclosure pursuant to this Item 4A.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our business, financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, “Item 3. Key Information - D. Risk Factors - Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to their assessment of our financial condition” and other risks described in “Item 3. Key Information - D. Risk Factors,” and elsewhere in this Annual Report. Actual results could differ materially from those contained in any forward-looking statements.
Overview
Yatra is a leading India online travel company in India, addressing the needs of both leisure and business travelers. Founded by Dhruv Shringi, Manish Amin and Sabina Chopra, we commenced operations with the launch of our website in August 2006. We believe Yatra is India’s largest independent corporate travel services provider and the second largest consumer online travel company in India (based on management’s analysis of publicly available information), with approximately 14 million travelers that have booked their travel through us as of March 31, 2023.
Leisure and business travelers use our mobile applications, our website, www.yatra.com, and our other offerings and services to explore, research, compare prices and book a wide range of travel-related services. These services include domestic and international air ticketing on nearly all Indian and international airlines, as well as bus ticketing, rail ticketing, cab bookings and ancillary services within India. We also provide access through our platform to hotels, homestays, and other accommodations, with approximately 105,600 hotels and homestays in approximately 1,490 cities and towns across India and more than 2 million hotels around the world. To ensure that our service is truly a “one-stop shop” for travelers, we also provide our customers with access to approximately 803 holiday packages and more than 1,484 other activities such as tours, sightseeing, shows and events.
We generate revenue through three main lines of business: (1) Air Ticketing, (2) Hotels and Packages and (3) Other Services. Sales in our Air Ticketing business are primarily made through our websites, mobile applications, mobile web, business to business to consumer (“B2B2C”) travel agents and corporate client implants. Sales in our Hotels and Packages Business are made through our websites, mobile applications, mobile web, B2B2C (business to business to consumer) travel agents and call centers. We also generate revenue through sales of travel vouchers and coupons, advertising from third parties, including advertisements on our websites by facilitating access to travel insurance, and through online sale of bus tickets, rail and cab services and other ancillary travel services.
In our Air Ticketing Business, revenue from airline ticket sales, encompassing commissions, incentives, and fees, is recognized on a net basis. Airline incentives are accounted for once the performance criteria stipulated in the incentive plans are met or are anticipated to be met by the close of respective periods.
In our Hotels and Packages Business, revenue from hotel reservations, including commissions and incentives, is recognized on a net basis. Revenue from tours and packages, including revenue on airline tickets sold to customers as a part of tours and packages, is accounted for on a gross basis as we are determined to be the primary obligor in the arrangement as the risks and responsibilities are taken by us, including the responsibility for delivery of services. The cost of delivering such services includes the cost of hotel, airlines and package services and is disclosed as service cost.
Revenue from other services primarily consists of the sale of cab services, rail and bus tickets, income from Freight Forwarding Services, including commissions, is recognized on a net basis.
Other Revenue primarily consists of advertising revenue, fees for facilitating website access to travel insurance companies and sales of travel vouchers and coupons. This revenue is recognized as the services are performed.
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Recent Developments
GoAir
On May 2, 2023, Go Airlines (India) Limited, or “Go First”, one of the smaller domestic airlines, filed an application for voluntary insolvency resolution proceedings before the National Company Law Tribunal, or “NCLT”, in India, citing the supply of faulty aircraft engines and failure of its engine supplier to replace them on time, which resulted in the grounding of half of its fleet and consequent operational and financial issues. On May 10, 2023, the NCLT admitted the application and granted protection to Go First by imposing a moratorium against recovery by lessors, lenders, and other creditors of Go First. In addition, the NCLT has appointed an interim resolution professional (“IRP”) to operate Go First and to maintain Go First as a going concern. Yatra India and certain of its subsidiaries have made the appropriate filing with the IRP in connection with its claims. The Company has also accounted for a reversal of the expected income accrual of INR 15.1 million for the year ended March 31, 2023, and an advance of INR 24.1 million as on May 3, 2023.
On July 21, 2023, the Aviation regulator Directorate General of Civil Aviation (“DGCA”) has allowed cash-strapped Go First to resume scheduled flight operations. The resumption of operations depends on compliance with all applicable regulatory requirements for holding an Air Operator Certificate and ensuring the ongoing airworthiness of its aircraft.
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Key Operating Metrics
Our operating results are affected by certain key operating metrics that represent overall transaction activity and financial performance generated by our travel services and products. Three of the most important operating metrics, which are critical in determining the ongoing growth of our business, are Gross Bookings, Adjusted Margin and Adjusted Margin %.
Gross Bookings
Gross Bookings represent the total amount paid by our customers for the travel services and products booked through us, including taxes, fees and other charges, and are net of cancellations and refunds.
| Fiscal Year ended March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Gross Bookings** | ||||||||||||
| Air Ticketing | 13,001,783 | 27,648,844 | 56,408,351 | |||||||||
| Hotels and Packages | 1,705,600 | 3,487,276 | 8,178,106 | |||||||||
| Other Services | 1,109,558 | 3,162,247 | 2,811,038 | |||||||||
| Total | 15,816,941 | 34,298,367 | 67,397,495 | |||||||||
Adjusted Margin
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 Margin, which is a non-IFRS measure. We believe that Adjusted Margin 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 IASB. Our Adjusted Margin may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation. The Chief Operating Decision Maker (CODM) uses adjusted margin to assess segment profitability and in deciding how to allocate resources and in assessing performance.
For further description of our segments, see Note 5 to our 2023 Consolidated Financial Statements.
The following table reconciles our revenue, which is an IFRS measure, to Adjusted Margin, which is a non-IFRS measure:
| Fiscal Year Ended March 31, | ||||||||||||||||||||||||||||||||||||
| Reportable Segments | ||||||||||||||||||||||||||||||||||||
| Air Ticketing | Hotels and Packages | Other Services | ||||||||||||||||||||||||||||||||||
| Amount in INR thousands except % | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | |||||||||||||||||||||||||||
| Revenue as per IFRS - Rendering of services | 893,039 | 1,150,474 | 1,779,972 | 173,397 | 520,740 | 1,471,270 | 31,426 | 146,178 | 154,305 | |||||||||||||||||||||||||||
| Customer promotional expense | 594,426 | 1,060,600 | 2,555,320 | 199,409 | 237,695 | 263,756 | 15,751 | 15,326 | 23,380 | |||||||||||||||||||||||||||
| Service cost | - | - | - | (22,276 | ) | (159,284 | ) | (669,098 | ) | - | - | - | ||||||||||||||||||||||||
| Adjusted Margin | 1,487,465 | 2,211,074 | 4,335,292 | 350,530 | 599,151 | 1,065,928 | 47,177 | 161,504 | 177,685 | |||||||||||||||||||||||||||
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Adjusted Margin %
Adjusted Margin % is defined as Adjusted Margin as a percentage of Gross Bookings and represents the commissions, fees, incentive payments and other amounts earned in our business. We follow net revenue margin trends closely across our various lines of business to gain insight into the performance of our various businesses.
The following table sets forth the Gross Bookings, Adjusted Margin and Adjusted Margin % for our Air Ticketing Business and our Hotels and Packages Business for the periods indicated:
| Fiscal Year ended March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Figures in thousands | ||||||||||||
| Quantitative details* | ||||||||||||
| Air Passengers | 2,623 | 3,706 | 5,601 | |||||||||
| Hotel room nights | 547 | 1018 | 1,753 | |||||||||
| Holiday packages passengers travelled | 4 | 10 | 21 | |||||||||
| Amount in INR thousands except % | ||||||||||||
| Gross Bookings** | ||||||||||||
| Air Ticketing | 13,001,783 | 27,648,844 | 56,408,351 | |||||||||
| Hotels and Packages | 1,705,600 | 3,487,276 | 8,178,106 | |||||||||
| Other Services | 1,109,558 | 3,162,247 | 2,811,038 | |||||||||
| Total | 15,816,941 | 34,298,367 | 67,397,495 | |||||||||
| Adjusted Margin*** | ||||||||||||
Adjusted Margin - Air Ticketing | 1,487,465 | 2,211,074 | 4,335,292 | |||||||||
Adjusted Margin - Hotels and Packages | 350,530 | 599,151 | 1,065,928 | |||||||||
Adjusted Margin - Other Services***** | 47,178 | 161,504 | 177,684 | |||||||||
| Others (Including Other Income) | 305,451 | 330,632 | 574,238 | |||||||||
| Adjusted Margin %**** | ||||||||||||
| Air Ticketing | 11.4 | % | 8.0 | % | 7.7 | % | ||||||
| Hotels and Packages | 20.6 | % | 17.2 | % | 13.0 | % | ||||||
| Other Services | 4.3 | % | 5.1 | % | 6.3 | % | ||||||
* Quantitative details are considered on a gross basis.
**Gross Bookings represent the total amount paid by our customers for the travel services and products booked through us, including fees and other charges, and are net of cancellations and refunds.
***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 Margin, which is a non-IFRS measure. We believe that Adjusted Margin 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 IASB. Our Adjusted Margin may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
****Adjusted Margin % are defined as Adjusted Margin as a percentage of Gross Bookings. Given higher cancellations against new bookings, the Adjusted Margin % number is not comparable for the year ended March 31, 2021.
*****Other Services consists of bus, rail bookings, cab, our Freight Business and other services
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Factors Affecting Our Results of Operations
Trends and Changes in the Indian Economy and Travel Industry. Our financial results have been, and are expected to continue to be, affected by trends and changes in the Indian economy and travel industry, particularly the Indian online travel industry. Macroeconomic trends and changes in India which may affect our results include, among others:
| ● | a slowdown in India’s economic growth; |
| ● | the impact of the COVID-19 pandemic; |
| ● | growth in the middle-class population in India, as well as increased tourism expenditure in India; |
| ● | increase in discretionary expenditures among Indian households; |
| ● | increased Internet penetration (particularly broadband penetration) in India; |
| ● | increased use of the Internet for commerce in India; |
| ● | increased use of smartphones and mobile devices in India; |
| ● | intensive competition from new and existing market players, particularly in the Indian online travel industry; |
| ● | consolidation among the existing market players in the Indian travel industry; |
| ● | changes in exchange rates and controls or interest rates in India; |
| ● | changes in government policies, including taxation policies in India; |
| ● | social and civil unrest and other political, social, and economic developments in or affecting India; and |
| ● | capacity additions and average occupancy rates among the hotel suppliers. |
Changes specific to the Indian air travel industry have affected, and will continue to affect, the revenue per transaction for travel agents, including our Company. In particular, volatility in global economic conditions and COVID-19’s impact in previous years, as well as liquidity constraints, have caused our airline partners to pursue cost reductions in their operations, including reducing distribution costs. Measures taken by airlines to reduce such costs have included reductions in travel agent commissions and a reduction in the number of GDS service providers with whom such airlines do business. Recent bankruptcies have also impacted the Indian air travel industry. In addition, many of the international airlines that fly to India have also either significantly reduced or eliminated commissions to travel agents. Full-service airlines generally utilize GDSs, which are a primary reservation tool for travel agents, for their ticket inventory; however, low-cost airlines generally do not. As a result, travel agents selling airline tickets for low-cost airlines generally do not earn fees from GDSs.
Towards the end of the fourth quarter of fiscal year 2021, a severe second wave of COVID-19 infections emerged in India that was more severe than the first wave that occurred in 2020. This second wave led to the re-imposition of states-wide travel restrictions, lockdowns, and curfews across India. While the second wave has now subsided with travel rebounding again however as a result, the Indian travel industry is experiencing a delayed recovery of business and international travel to pre-pandemic levels.
Changes in Our Business Mix and Net Margins. We generate revenue primarily through two main lines of business: (1) Air Ticketing Business and (2) Hotels and Packages Business. Income from the sale of Airline Tickets, including commission, incentives and fees, is recognized on a net commission earned basis. In our Hotels and Packages Business, income from hotel reservations, including commissions and incentives, is recognized on a net commission earned basis. Our Hotels and Packages Business has historically yielded higher margins than our Air Ticketing Business. In Fiscal years of 2021, 2022 and 2023, we generated 77.7%, 74.4% and 78.9% of our Adjusted Margin from our Air Ticketing Business, 19.1% 20.2% and 18.6% of our Adjusted Margin from our Hotels and Packages Business, respectively. Our net margin from Hotels and Packages Business in fiscal years 2021, 2022 and 2023 were 20.6%, 17.2% and 13.0% and our net margin from Air Ticketing Business in fiscal years 2021, 2022 and 2023 were 11.4%, 8.0% and 7.7%. We believe that as a result of the fragmented nature of the Hotels and Packages Business, the services we provide allow us to command better margins as compared with airline tickets, which are largely impacted by the macroeconomic factors noted above, such as fuel and consolidation in the airline industry. Our capacity additions in the hotels business, as well as the lower level of average room occupancy rates, further contribute to our relatively higher Hotels and Packages margins, as compared to Air Ticketing margins. However, given the intense competition for customer acquisition in this category by our competitors, our business will require a significant level of investment to seek to maintain and increase our share of the hotels business. To the extent we do not match competition in consumer promotions, we risk experiencing lower growth rates than those of our competitors, which could result in a change in our business mix and margins.
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Cost Efficiently Attracting New B2C Customers Through the B2E Channel and Expansion of Customer Base. Through our B2E offerings, we serve business customers, including leading organizations from India and around the world, that employ approximately 7 million people. We believe that our broad and diverse offerings provide us with considerable cross-selling opportunities to these potential B2C clients. In addition, in order to incentivize B2E customers to become B2C customers, we operate our eCash loyalty program. As our B2E clients become more familiar with our offerings and our eCash program, we expect our opportunities to cross-sell to their employees will also expand. We believe this will allow us to continue to target and attract new B2C customers in a cost-effective manner. Although we believe this long-term strategy of cost-efficient B2C customer expansion will allow us to continue to grow our business, the impact of these efforts may take longer to develop than we expect. If we are unable to successfully take advantage of cross-selling opportunities or attract new B2C customers, the ongoing growth of our business may be negatively impacted.
Ability to Enhance Operating Efficiency through Investments in Technology. Our results of operations have been, and will continue to be, affected by our ability to improve our operating efficiency, especially through investment in technology. Our business is based on a single common technology platform that serves our customers through multiple mobile applications as well as our website www.yatra.com. Our single common platform approach provides us with a scalable, comprehensive, and consistent user experience across each of our three go-to-market channels. Our technology also contributes to the conversion of our business travelers to leisure travelers by creating a single and familiar platform as well as enabling loyalty programs such as our eCash program, available across all our channels and offerings. Going forward, we intend to continue to prudently invest resources in technology in a cost-effective manner to support the long-term growth of our business.
Customers in India are increasingly shifting to mobile usage. We are rapidly moving towards a ‘Mobile First’ business and have therefore been able to capitalize on the increasing mobile use, as evidenced by the rapid user growth on our platform with mobile being the primary channel for customers to engage with us. We have seen an increase in use of mobile as a driver for Gross Bookings and expect that as more of our customers shift to using mobile in India, this trend will continue to drive our growth.
Inorganic Growth through Strategic Acquisitions. In addition to the organic growth of our operations, we have a track record of inorganic growth through strategic acquisitions that supplement our business verticals. In 2010, we acquired TSI Yatra Private Limited in order to expand our B2B2C business, particularly our international Air Ticketing Business for SME’s. Pursuant to share purchase agreement dated June 27, 2012, we acquired 100% stake in Yatra TG Stays Private Limited and Yatra Hotel Solutions Private Limited from TG India Holdings Company and Travelocity.com Private Limited. Further, pursuant to share purchase agreement dated July 20, 2017, as amended, our Company acquired 100% stake in Yatra For Business Private Limited. Our Company has also acquired 100% stake in Travel.Co.In Private Limited (formerly known as Travel.Co.In Limited), pursuant to share purchase agreement dated February 8, 2019 and acquired, the corporate travel business of PL Worldways, which further reinforced our leadership position in the B2E travel segment. We expect to continue making acquisitions and entering into new business ventures or initiatives as part of our strategy. We believe that the effect of our acquisitions and the consolidation of the acquired entity’s financial results in our consolidated financial statements will strengthen our financial performance. Given the fragmented nature of the travel industry, there exist opportunities for consolidation. Our successful and timely integration of such acquisitions will enable us to capture relevant synergies both from a technological and bottom-line perspective. We will seek to integrate such acquired businesses into our current operations in a manner that maximizes such synergies.
Seasonality in the Travel Industry. We experience seasonal fluctuations in the demand for travel services and products offered by us. We tend to experience higher revenues from our Hotels and Packages Business in the second and fourth calendar quarters of each year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India.
Marketing and Sales Promotion Expenses. Competition in the Indian online travel industry is extremely intense, and the industry is expected to remain highly competitive for the foreseeable future. Increased competition may cause us to increase our marketing and sales promotion expenses in the future in order to compete effectively with new entrants and existing players in the market, and we expect this competitive environment, and therefore our expenses, to change over time. We also incur marketing and sales promotion expenses associated with customer inducement and acquisition programs, including cash incentives and loyalty program incentive promotions.
Risk Related to Operations in India. A substantial portion of our business and most of our employees are in India, and we intend to continue to develop and expand our business in India. Consequently, our financial performance and the market price of our Ordinary Shares will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest, and other political, social and economic developments in or affecting India.
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Impact of Changing Laws, Rules and Regulations in India. The regulatory and policy environment in which we operate is evolving and is subject to change. Such changes, including the instances briefly mentioned below, may adversely affect our business, financial condition, and results of operations, to the extent that we are unable to suitably respond to and comply with such changes in applicable law and policy.
The Companies Act, contains significant changes to Indian company law, including in relation to the issue of capital by companies, related party transactions, corporate governance, audit matters, shareholder class actions and restrictions on the number of layers of subsidiaries, which has now substantially been made effective.
More than five years after implementation, the GST law is still an evolving statute. Amendments are being made to the law and various notifications and clarifications are being issued via government initiatives or court stated judgments. Particularly, with respect to compliances, there have been amendments in law which restricted the input tax credit available to a taxpayer for utilization and made it subject to declarations made by vendor of such taxpayer to the government in their tax returns. Further, amendments have been made to tax recovery and suspension of GST registration provisions as well.
The Indian government introduced electronic invoicing for GST invoices raised by a registered taxable person on another registered person (“B2B invoices”). As per these provisions, a registered person has been required to report a B2B invoice on Invoice Registration Portal of the government and obtain a unique Invoice Reference Number and thereafter convert it in a QR code and print it on the GST invoice.
The taxpayers required to comply with these provisions were notified in a staggered manner wherein taxpayers with , revenue from operations, or “turnover,” of more than 500 crores in any one of the previous three fiscal years starting from FY 2017-18 were required to be compliant from October 1, 2020, those with turnover of more than 100 crores (one crores being ten million Rupees or 100 lakhs) were required to go-live on January 1, 2021, with turnover of more than 50 crores were required to go live from April 1, 2021, with turnover of more than 20 crores went live from April 1, 2022, with turnover of more than 10 crores went live from October 1, 2022 and with turnover of more than 5 crores went live from August 1, 2023. Accordingly, different entities of our Group went live with this requirement at different points in time last year and updated its accounting and billing software and enhanced the compliance capabilities to keep up with the changing legal requirements.
In addition, Dynamic QR code requirements are also planned to be introduced for GST invoices (B2C invoices) raised by a registered taxable person on an un-registered person. The Dynamic QR code is required to facilitate digital payments by the end customers. As per the requirements so far, a QR code needs to be printed on the invoices with certain particulars of invoice and payment details of the invoice. This requirement is applicable on taxpayers with turnover of more than 500 crores in any one of the previous years (starting from fiscal year 2017-18) and as per extended deadlines, compliance needs to be made by October 1, 2021.
Overall, GST has had a mixed impact on the Company. The decentralization of tax registration and related compliance have caused a significant increase in our compliance and audit requirements over the last two years. In addition to increased compliance costs, the Company is also paying GST taxes for hotel accommodation services provided by the unregistered hotels in each state where such unregistered hotels are located. While the Company is complying with the requirements of the GST regime, there are certain areas where clarity is still awaited, and the Company is in the process of finalizing tax positions while awaiting such clarity. The Company continues to closely monitor on regular basis the impact of the new indirect tax environment.
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Change in Significant Accounting Policies and Non-IFRS Financial Measures
Change in Non-IFRS Financial Measures
During the year ended March 31, 2023, we changed the Non-IFRS Financial Measure “Adjusted Revenue” to “Adjusted Margin”. We evaluate our financial performance based on Adjusted Margin, which represents Revenue as per IFRS - Rendering of services after deducting service costs and adding back the expenses in consumer promotions and loyalty program costs, which had been reduced from revenue, as we believe that Adjusted Margin 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 consolidated financial results prepared in accordance with IFRS as issued by the IASB. Our Adjusted Margin 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 Annual Report.
The Chief Operating Decision Maker (CODM) uses adjusted margin to assess segment profitability and in deciding how to allocate resources and in assessing performance.
Operating Segments
In accordance with IFRS 8-Operating Segments, the operating segments used to present reportable segment information are identified based on internal management reports used to allocate resources to the segments and assess their performance. A reportable segment is a component of our Company that engages in business activities from which it earns revenues and incurs expenses, including revenues and expenses that relate to transactions with any of our other components.
Our reportable segments are: (1) Air Ticketing, (2) Hotels and Packages and (3) Other Services. Our reportable segments are determined based on how our chief operating decision maker reviews our business, regularly assesses information, and evaluates performance for operating decision-making purposes, including allocation of resources. The chief operating decision maker for the Company is our chief executive officer.
For further description of our segments, see Note 5 to our 2023 Consolidated Financial Statements.
Our Revenue, Service Cost and Other Revenue and Expenses
Revenue
We commenced our business in 2006 with sales of airline tickets in our Air Ticketing Business and our Hotels and Packages Business with a focus on retail customers (B2C) through websites and call center sales. Over time, we have expanded our channels of sales to small travel agents (B2B2C) and corporate customers (B2E) as well as new services and products such as the sale of rail and bus tickets, income from Freight Forwarding Business, car transfers and facilitating access to travel insurance.
We also generate advertising revenue from third-party advertisements on our websites as well as sales of travel vouchers and coupons.
Our total income comprises: (i) revenue from operations and (ii) other income.
Revenue from Operations
Air Ticketing. We earn commissions from airlines for tickets booked by customers through our various channels of sales. We either deduct commissions at the time of payment of the fare to our airline suppliers or collect our commissions on a regular basis from our airline suppliers, whereas incentive payments, which are largely based on volume of business, are collected from our airline suppliers on a periodic basis. We charge our customers a service fee for booking airline tickets. We receive fees from our GDS service providers based on the volume of sales completed by us through the GDS. Revenue from airline tickets sold as part of packages is included in our Hotels and Packages revenue.
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Hotels and Packages. Revenue from our Hotels and Packages business includes commissions and markups we earn for the sale of hotel rooms (without packages), which is recorded on a “net” basis. Revenue from packages, including hotel and airline tickets sold as part of packages, is accounted for on a “gross” basis.
Other Services. Revenue from other services primarily comprises of revenue from sale of rail and bus tickets and Revenue from Freight Forwarding Business. Revenue from the sale of rail and bus tickets is recognized as an agent on a net commission earned basis. Revenue related to our Freight Forwarding Business is recognized at the time of departure of the cargo at the origin in case of exports. In case of Imports, revenue is recognized on the basis of arrival dates. We act as an agent and accordingly we recognize revenue only for our commission on the arrangement.
Others
Revenue from Other, primarily comprising advertising revenue and fees for facilitating website access to travel insurance companies are being recognized as the services are being performed.
Other Income
Other Income primarily comprises: (A) gain on sale of property, plant and equipment (net); (B) gain on termination/ rent concession of leases; (C) government grants; (E) liability no longer required written back and (F) miscellaneous income.
Expenses
Our Expenses comprise: (i) service costs (ii) employee benefits expense; (iii) marketing and sales promotion expenses; (iv) depreciation and amortization expenses; (v) impairment of goodwill and intangible assets; (vi) finance costs; (vii) other expenses and (viii) impairment of loss to joint venture.
Service Cost
Service cost primarily consists of costs paid to hotels and package suppliers and air suppliers for the acquisition of relevant services and products for sale to customers, and includes the procurement cost of hotel rooms, air tickets, meals and other local services such as sightseeing costs for packages, entrance fees to museums and attractions and local transport costs.
Employee Benefit Expenses
Employee benefits expenses comprise: (i) salaries and wages; (ii) contribution to provident and other funds; (iii) staff welfare expenses; and (iv) employee compensation expenses.
Marketing and Sales Promotion Expenses
Marketing and sales promotion expenses primarily comprise of online, television, radio and print media advertisement costs as well as event driven promotion cost for the Company’s products and services. Such costs are the amount paid to or accrued towards advertising agencies or direct service providers for advertising on websites, television, print formats, search engine marketing and any other media. Advertising and business promotion costs are recognized when incurred.
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Other Operating Expenses
Other operating expenses primarily consist of, among other things, commission and distribution expenses, charges by payment gateway providers, rental costs and other utilities, legal and professional fees, traveling and conveyance, communication costs, trade and other receivables provision and advance provision and other sundry expenses.
Depreciation and Amortization
Depreciation consists primarily of depreciation expenses recorded on property and equipment, such as computers and peripherals, furniture and fixtures, leasehold improvements, office equipment and vehicles. Amortization expenses consists primarily of amortization recorded on intangible assets such as computer software and websites and other acquired intangible assets such as agent/supplier relationships, trademarks, intellectual property rights and non-compete agreements. Amortization of used assets primarily consist of amortization of right-of-use assets created on premises taken by the Company on lease, motor vehicles and others.
Finance Income and Expenses
Finance income comprises of interest income on term deposits and net gain on change in fair value of derivatives. Interest income is recognized as it accrues in profit or loss, using the effective interest method.
Finance expenses comprise of interest expenses on borrowings, unwinding of the discount on provisions, Interest on lease liability and impairment losses recognized on financial assets. Interest expense is recognized in profit or loss, using the effective interest method.
Critical Accounting Estimates
Certain of our accounting policies require the application of judgment by our management in selecting appropriate assumptions for calculating financial estimates, which inherently contain some degree of uncertainty, but which may have a material impact on our financial condition or results of operation. Our management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported carrying values of assets and liabilities and the reported amounts of revenues and expenses that may not be readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We believe the following are the critical accounting policies and related judgments and estimates used in the preparation of our consolidated financial statements. For more information on each of these policies, see “Note 2, Significant Accounting Policies,” to our 2023 Consolidated Financial Statements.
Basis of Preparation
The 2023 Consolidated Financial Statements have been prepared in accordance with IFRS as issued by the IASB. The accounting policies have been consistently applied by the Group for all periods presented in these financial statements.
The 2023 Consolidated Financial Statements have been prepared on historical cost basis, except for financial instruments classified as fair value through profit or loss.
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Revenue Recognition
We generate our revenue from contracts with customers. We recognize revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. When we act as an agent in the transaction under IFRS 15, we recognize revenue only for our commission on the arrangement. The Group has concluded that it is acting as agent in case of sale of airline tickets, hotel bookings, sale of rail and bus tickets as the supplier is primarily responsible for providing the underlying travel services and the Group does not control the service provided by the supplier to the traveler and as principal in case of sale of holiday packages since the Group controls the services before such services are transferred to the traveler.
The Group provides travel products and services to leisure customers (B2C-Business to Consumer), corporate travelers (B2E-Business to Enterprise) and B2B2C (Business to Business to Consumer) travel agents in India and abroad. The revenue from rendering these services is recognized in the statement of profit or loss and other comprehensive loss once the services are rendered. This is generally the case (1) on issuance of ticket in case of sale of airline tickets (2) on date of hotel booking and (3) on the date of completion of outbound and inbound tours and packages.
The application of our revenue recognition policies and a description of our principal activities, organized by segment, from which we generate our revenue, are presented below.
Air Ticketing
We receive commissions or service fees from the travel supplier and/or traveler. Revenue from the sale of airline tickets is recognized as an agent on a net commission earned basis. Revenue from service fee is recognized on earned basis. Both the performance obligations are satisfied on issuance of airline ticket to the traveler. We record an allowance for cancellations at the time of the transaction based on historical experience.
Incentives from airlines are recognized when the performance thresholds under the incentive schemes are achieved or are probable to be achieved at the end of periods.
Hotels and Packages
Revenue from hotel reservation is recognized as an agent on a net commission earned basis. Revenue from service fee from customer is recognized on earned basis. Both the performance obligations are satisfied on the date of hotel booking. We record an allowance for cancellations at the time of booking on this revenue based on historical experience.
Revenue from packages are accounted for on a gross basis as the Group is determined to be the primary obligor in the arrangement, that is the risks and responsibilities are taken by the Group including the responsibility for delivery of services. Cost of delivering such services includes cost of hotels, airlines and package services and is disclosed as service cost.
Other Services
Revenue from other services primarily comprises of revenue from sale of rail and bus tickets and revenue from our Freight Forwarding Business. Revenue from the sale of rail and bus tickets is recognized as an agent on a net commission earned basis. Revenue related to our Freight Forwarding Business is recognized at the time of departure of the cargo at the origin in case of exports. In case of Imports, revenue is recognized based on arrival dates. We act as an agent; accordingly we recognize revenue only for our commission on the arrangement.
Revenue is recognized net of allowances for cancellations, refunds during the period and taxes.
Revenue is allocated between the loyalty program and the other components of the sale. The amount allocated to the loyalty program is deferred and is recognized as revenue when the Group fulfills its obligations to supply the products/services under the terms of the program.
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The Group receives upfront fee from Global Distribution System (“GDS”), providers for facilitating the booking of airline tickets on its website or other distribution channels to travel agents for using their system which is recognized as revenue for actual airline tickets sold over the total number of airline tickets to be sold over the term of the agreement and the balance amount is recognized as deferred revenue under contract liabilities. The Group incurs certain marketing and sales promotion expenses which get reduced from revenue. This includes the cost for upfront cash incentives and select loyalty programs as incurred for customer inducement and acquisition for promoting transactions across various booking platforms.
Marketing and Sales Promotion Expenses
Marketing and sales promotion expenses primarily comprise of online, television, radio and print media advertisement costs as well as event driven promotion cost for the Group’s products and services. Such costs are the amounts paid to or accrued towards advertising agencies or direct service providers for advertising on websites, television, print formats, search engine marketing and any other media. Advertising and business promotion costs are recognized when incurred.
Additionally, the Group also incurs customer inducement and acquisition costs for acquiring customers and promoting transactions across various booking platforms such as upfront cash incentives, which when incurred are recorded as a reduction from revenue.
Significant Accounting Estimates and Assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fiscal year, are described below. Actual results could differ from these estimates.
| a) | Impairment Reviews |
An impairment exists when the carrying value of an asset or cash-generating units (“CGU”) exceeds its recoverable amount. Recoverable amount is its value in use. The value in use calculation is based on a discounted cash flow model. In calculating the value in use, certain assumptions are required to be made in respect of highly uncertain matters, including management’s expectations of growth in EBITDA (Earnings before interest, taxes depreciation and amortization), long term growth rates; and the selection of discount rates to reflect risks involved. Also, judgement is involved in determining the CGU and grouping of CGUs for goodwill allocation and impairment testing.
We prepare and internally approve formal five years plan, as applicable, for our businesses and use these as the basis for our impairment reviews. Since the value in use exceeds the carrying amount of CGU, the fair value less costs to sell is not determined.
We test goodwill for impairment annually on March 31 and whenever there are indicators of impairment.
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| b) | Measurement Of Expected Credit Loss (“ECL”) for Uncollectible Trade Receivables and Advances |
The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision matrix is initially based on the Group’s historical observed default rates. The Group calibrates the matrix to adjust the historical credit loss experience with forward-looking information. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed.
| c) | Loyalty Programs |
Customers are entitled to loyalty points on certain transactions that can be redeemed for future qualifying transactions. The Group estimates revenue allocation between the loyalty program and the other components of the sale with assumptions about the expected redemption rates. The Group considers the likelihood that the customer will redeem the points. The Group updates its estimates of the points that will be redeemed in the future and any adjustments to the contract liability balance are charged against revenue.
| d) | Taxes |
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, future tax planning strategies and recent business performances and developments. We have not recognized deferred tax asset on unused tax losses and temporary differences in most of our subsidiaries.
| e) | Defined Benefit Plans |
The costs of post-retirement benefit obligation under our gratuity plan are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
| f) | Estimating the Incremental Borrowing Rate |
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group would have to pay, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using observable inputs (such as market interest rates) when available.
| g) | Useful Life of Intangible Assets |
The useful lives of the Group’s intangible assets are determined by management at the time the asset is acquired based on historical experience, after considering market conditions, industry practice, technological developments, obsolescence, and other factors. The useful life is reviewed by management periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.
| h) | Recognition of variable consideration incentives pertaining to air ticketing |
The Company receives incentives from Global Distribution System (“GDS”) providers for achieving minimum performance thresholds of ticket segments sales over the term of the agreement. The Company does not have a right to payment until the ticket segment thresholds as agreed are met. The Company estimates variable considerations (i.e., incentives) to be included in the transaction price which are estimated at inception and are adjusted at the end of each reporting period as additional information becomes available only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For doing such assessment, management considers various assumptions which primarily includes the Company’s estimated air ticket sales growth rates and the impact of marketing initiatives on the Company’s ability to achieve sales targets set by the GDS providers. These assumptions are forward looking and could be affected by future economic and market conditions.
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Significant Judgments in Applying Accounting Policies
In the process of applying our accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in our 2023 Consolidated Financial Statements:
Determining the Lease Term of Contracts with Renewal and Termination Options-Group as Lessee
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
Results of Operations
Convenience Translation
The consolidated financial statements are stated in INR. However, solely for the convenience of the readers, the consolidated statement of profit or loss and other comprehensive loss for the year ended March 31, 2023, the consolidated statement of financial position as of March 31, 2023, the consolidated statement of cash flows for year ended March 31, 2023, were converted into U.S. dollars at the exchange rate of 82.19 INR per USD, which is based on the noon buying rate as at March 31, 2023, 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 IFRS.
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Results of Fiscal Year Ended March 31, 2023, Compared to Fiscal Year Ended March 31, 2022
Yatra Online financial and operating results for the fiscal year 2023 and 2022 include 100% of the financial and operating results of “Yatra Freight”, which we incorporated on August 5, 2020.
| Fiscal Year Ended March 31, | ||||||||||||||||
| 2022 | 2023 | |||||||||||||||
| Amount in INR thousands except % | Amount | % | Amount | % | ||||||||||||
| Total revenue | 1,989,376 | 100.0 | 3,827,265 | 100.0 | ||||||||||||
| Other Income | 158,648 | 8.0 | 152,520 | 5.0 | ||||||||||||
| Service costs | 159,284 | 8.0 | 669,098 | 17.5 | ||||||||||||
| Personnel expenses | 1,021,881 | 51.4 | 1,148,434 | 30.0 | ||||||||||||
| Marketing and sales promotion expenses | 124,147 | 6.2 | 336,472 | 8.8 | ||||||||||||
| Other operating expenses | 893,313 | 44.9 | 1,554,963 | 40.6 | ||||||||||||
| Depreciation and amortization | 308,153 | 15.5 | 190,152 | 5.0 | ||||||||||||
| Impairment of goodwill | - | - | - | - | ||||||||||||
| Impairment of loan to joint venture | 72,719 | 3.7 | 1,000 | 0.1 | ||||||||||||
| Results from operations | (431,473 | ) | (21.7 | ) | 79,666 | 2.1 | ||||||||||
| Finance income | 47,816 | 2.4 | 28,944 | 0.8 | ||||||||||||
| Finance costs | (100,453 | ) | (5.0 | ) | (326,399 | ) | (8.5 | ) | ||||||||
| Share of loss of Joint venture | 41,616 | 2.1 | - | - | ||||||||||||
| Listing and related expenses | (55,818 | ) | (2.8 | ) | (23,591 | ) | (0.6 | ) | ||||||||
| Change in fair value of warrants | 32,756 | 1.6 | - | - | ||||||||||||
| Loss before income taxes | (465,556 | ) | (23.4 | ) | (241,380 | ) | (6.3 | ) | ||||||||
| Income tax expense | (16,906 | ) | (0.8 | ) | (46,787 | ) | (1.2 | ) | ||||||||
| Loss for the year | (482,462 | ) | (24.3 | ) | (288,167 | ) | (7.5 | ) | ||||||||
| Basic Loss per Share | (7.66 | ) | (4.59 | ) | ||||||||||||
| Diluted Loss per Share | (7.66 | ) | (4.59 | ) | ||||||||||||
Revenue. We generated revenue of INR 3,827.3 million (USD 46.6 million) in the year ended March 31, 2023, an increase of 92.4% compared with INR 1,989.4 million (USD 24.2 million) in year ended March 31, 2022. Increase in revenue was primarily due to recovery in both our consumer and corporate travel business due to the diminishing impact of COVID-19 as compared to the corresponding period of March 31, 2022, and an accrual of threshold bonus for GDS contracts in the year ended March 31, 2023.
Service Cost. Our service cost increased to INR 669.1 million (USD 8.1 million) in the year ended March 31, 2023, from INR 159.3 million (USD 1.9 million) in the year ended March 31, 2022 primarily due to higher package sales in the year ended March 31, 2023, on account of recovery in the consumer travel markets.
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Air Ticketing. Revenue from our Air Ticketing Business was INR 1,780.0 million (USD 21.7 million) in the year ended March 31, 2023, against INR 1,150.5 million (USD 14.0 million) in the year ended March 31, 2022.
Adjusted Margin (1) from our Air Ticketing Business increased to INR 4,335.3 million (USD 52.7 million) in the year ended March 31, 2023, against INR 2,211.1 million (USD 26.9 million) in the year ended March 31, 2022. In the year ended March 31, 2023, Adjusted Margin (1) for our Air Ticketing Business includes the addition of INR 2,555.3 million (USD 31.1 million) in the year ended March 31, 2023, against INR 1,060.6 million (USD 12.9 million) in the year ended March 31, 2022, of consumer promotion and loyalty program costs, which reduced revenue as per IFRS 15. The recovery in revenue and Adjusted Margin is on account of volume growth, an accrual of threshold bonus for GDS contracts and additional incentives from suppliers due to increases in travel demand.
Hotels and Packages. Revenue from our Hotels and Packages Business was INR 1,471.3 million (USD 17.9 million) in the year ended March 31, 2023, against INR 520.7 million (USD 6.3 million) in the year ended March 31, 2022.
Adjusted Margin (1) for this segment increased by 77.9% to INR 1,065.9 million (USD 13.0 million) in the year ended March 31, 2023, from INR 599.2 million (USD 7.3 million) in the year ended March 31, 2022. In the year ended March 31, 2023, Adjusted Margin (1) for our Hotels and Packages Business includes the add-back of INR 263.8 million (USD 3.2 million) against INR 237.7 million (USD 2.9 million) in the year ended March 31, 2022, of customer promotional expenses, which had been reduced from revenue as per IFRS 15. The increase in revenue and Adjusted Margin in the year ended March 31, 2023, is on account of recovery in domestic travel, along with addition of new corporate customers and expansion of our distribution channels. The reduction in net margin is on account of change in the mix in favor of packages.
Other Services. Our income from Other Services was INR 154.3 million (USD 1.9 million) in the year ended March 31, 2022, an increase from INR 146.2 million (USD 1.8 million) in the year ended March 31, 2022.
Adjusted Margin for this segment increased by 10.0% to INR 177.7 million (USD 2.2 million) in the year ended March 31, 2023, from INR 161.5 million (USD 2.0 million) in the year ended March 31, 2022. In the year ended March 31, 2023, Adjusted Margin (1) includes add-back of INR 23.4 million (USD 0.3 million) in the year ended March 31, 2023, against INR 15.3 million (USD 0.2 million) in the year ended March 31, 2022, of consumer promotion expenses, which had been reduced from revenue as per IFRS 15. This increase in Adjusted Margin is primarily due to increase in revenue from other services like rail, bus and car which is partially offset by decrease in our Freight Forwarding Business Revenue.
Other Revenue. Our Other Revenue was INR 421.7 million (USD 5.1 million) in the year months ended March 31, 2023, an increase from INR 172.0 million (USD 2.1 million) in the year months ended March 31, 2022.
Other Income. Our other income decreased to INR 152.5 million (USD 1.9 million) in the year ended March 31, 2023, from INR 158.6 million (USD 1.9 million) in the year ended March 31, 2022, due to the impact of write back of liabilities offset.
Personnel Expenses. Our personnel expenses increased by 12.4% to INR 1,148.4 million (USD 14.0 million) in the year ended March 31, 2023, from INR 1,021.9 million (USD 12.4 million) in the year ended March 31, 2022. Excluding employee share-based compensation costs of INR 152.1 million (USD 1.9 million) in the year ended March 31, 2023, from INR 209.5 million (USD 2.5 million) in the year ended March 31, 2022, personnel expenses increased by 22.7% in the year ended March 31, 2023 due to the impact of the reinstatement of salaries for employees to pre-pandemic levels and annual salary increase, along with increase in headcount.
Marketing and Sales Promotion Expenses. Marketing and sales promotion expenses increased by 171.0% to INR 336.5 million (USD 4.1 million) in the year ended March 31, 2023, from INR 124.1 million (USD 1.5 million) in the year ended March 31, 2022. Adding back the expenses for consumer promotions and loyalty program costs, which have reduced revenue per IFRS 15, our marketing and sales promotion expenses would have been INR 3,178.9 million (USD 38.7 million) against INR 1,437.8 million (USD 17.5 million) in the year ended March 31, 2022, or a 121.1% an increase year-over-year.
Other Operating Expenses. Other operating expenses increased by 74.1% to INR 1,555.0 million (USD 18.9 million) in the year ended March 31, 2023, from INR 893.3 million (USD 10.9 million) in the year ended March 31, 2022, primarily due to increase in commissions, legal and professional charges, bad debts written off and provision for doubtful debts and payment gateway charge.
Adjusted EBITDA Profit/(Loss)(1). Due to the forgoing factors, Adjusted EBITDA Profit(1) increased by 166.0% to INR 422.9 million (USD 5.1 million) in the year ended March 31, 2023, from Adjusted EBITDA Loss(1) of INR 159.0 million (USD 1.9 million) in the year ended March 31, 2022.
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Depreciation and Amortization. Our depreciation and amortization expenses decreased by 38.3% to INR 190.2 million (USD 2.3 million) in the year ended March 31, 2023, from INR 308.2 million (USD 3.7 million) in the year ended March 31, 2022, primarily due to an increase in fully depreciated and amortized assets in the year ended March 31, 2023.
Results from Operations. As a result of the foregoing factors, our result from operating activities was a profit of INR 79.7 million (USD 1.0 million) in the year ended March 31, 2023. Our loss for the year ended March 31, 2022, was INR 431.5 million (USD 5.2 million). Excluding the employee share-based compensation costs and impairment of loan to joint venture, Adjusted Results from Operations(1) would have been profit of INR 232.7 million (USD 2.8 million) for year ended March 31, 2023, as compared to loss of INR 149.2 million (USD 1.8 million) for year ended March 31, 2022.
Share of Loss of Joint Venture. This amount pertains to a reversal of the cumulative loss contribution relating to a joint venture investment that operates in adventure travel activities and represents a true-up of provision created by the Company as per the joint venture agreement post impairment of a loan to the joint venture. During the year ended March 31, 2022, we have reversed the liability on account of obligation arising due to contribution towards losses of the joint venture. Our Impairment of loan to Joint venture is INR 1.0 million (USD 0.1 million) in the year ended March 31, 2023, compared to a loss of INR 72.7 million (USD 0.9 million)) in the year ended March 31, 2022.
Finance Income. Our finance income decreased to INR 28.9 million (USD 0.4 million) in the year ended March 31, 2023, from INR 47.8 million (USD 0.6 million) in the year ended March 31, 2022. The decrease was primarily due to a decrease in the interest income from our bank deposits.
Finance Costs. Our finance costs increased to INR 326.4 million (USD 4.0 million), including interest on the lease liability of INR 36.0 million (USD 0.4 million) in the year ended March 31, 2023, as compared to INR 100.5 million (USD 1.2 million) includes interest on the lease liability of INR 43.9 million (USD 0.5 million) in the year ended March 31, 2022. The increase was due to increase in interest on borrowings and increase in borrowings.
Listing and related expenses. Listing and related expenses relate to the expenses incurred in connection with the Indian IPO. During the year ended March 31, 2023, the Company has incurred INR 23.6 (USD 0.3 million) as compared to INR 55.8 million (USD 0.7 million) in the year ended March 31, 2022.
Change in fair value of warrants. On December 16, 2021, at 5:00 p.m., New York time, outstanding warrants to purchase an aggregate of 17,337,500 Ordinary Shares (the “Warrants”) expired by their original terms.
The change in the fair market value of warrants resulted in a gain of INR nil during the year ended March 31, 2023, compared to a gain of INR 32.8 million (USD 0.4 million) during the year ended March 31, 2022.
Income Tax Expense. Our income tax expense during the year ended March 31, 2023, was INR 46.8 million (USD 0.6 million) compared to an expense of INR 16.9 million (USD 0.2 million) during the year ended March 31, 2022.
Loss for the Period. As a result of the foregoing factors, our loss in the year ended March 31, 2023, was INR 288.2 million (USD 3.5 million) as compared to a loss of INR 482.5 million (USD 5.9 million) in the year ended March 31, 2022. Excluding the employee share-based compensation costs, impairment of loan to joint venture, listing and related expenses and net change in fair value of warrants, the Adjusted Loss(1) would have been INR 111.5 million (USD 1.4 million) for year ended March 31, 2023 and INR 177.1 million (USD 2.2 million) for year ended March 31, 2022.
Basic Loss per Share. Basic Loss per Share was INR 4.59 (USD 0.07) in the year ended March 31, 2023, as compared to basic loss per share of INR 7.66 (USD 0.09) in the year ended March 31, 2022. After excluding the employee share-based compensation costs, impairment of loan to joint venture, listing and related expenses and net change in fair value of warrants, Adjusted Basic Loss per Share(1) would have been INR 1.81 (USD 0.02) in the year ended March 31, 2023, as compared to Adjusted Basic loss INR 2.84 (USD 0.03) in the year ended March 31, 2022.
Diluted Loss per Share. Diluted Loss per Share was INR 4.59 (USD 0.07) in the year ended March 31, 2023, as compared to Diluted loss per share of INR 7.66 (USD 2.84) in the year ended March 31, 2022. After excluding the employee share-based compensation costs, impairment of loan to joint venture, listing and related expenses and net change in fair value of warrants, Adjusted Diluted Loss per Share(1) would have been INR 1.81 (USD 0.02) in the year ended March 31, 2023 as compared to Adjusted Diluted loss INR 2.84 (USD 0.03) in the year ended March 31, 2022.
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Results of Fiscal Year Ended March 31, 2022, Compared to Fiscal Year Ended March 31, 2021
Yatra Online financial and operating results for the fiscal year 2022 and 2021 include 100% of the financial and operating results of “Yatra Freight”, which we incorporated on August 5, 2020.
| Fiscal Year Ended March 31, | ||||||||||||||||
| 2021 | 2022 | |||||||||||||||
| Amount in INR thousands except % | Amount | % | Amount | % | ||||||||||||
| Total revenue | 1,271,268 | 100.0 | 1,989,376 | 100.0 | ||||||||||||
| Other Income | 132,045 | 10.4 | 158,648 | 8.0 | ||||||||||||
| Service costs | 22,276 | 1.8 | 159,284 | 8.0 | ||||||||||||
| Personnel expenses | 778,915 | 61.3 | 1,021,881 | 51.4 | ||||||||||||
| Marketing and sales promotion expenses | 79,584 | 6.3 | 124,147 | 6.2 | ||||||||||||
| Other operating expenses | 978,315 | 77.0 | 893,313 | 44.9 | ||||||||||||
| Depreciation and amortization | 749,480 | 59.0 | 308,153 | 15.5 | ||||||||||||
| Impairment of goodwill | 264,909 | 20.8 | - | - | ||||||||||||
| Impairment of loan to joint venture | - | - | 72,719 | 3.7 | ||||||||||||
| Results from operations | (1,470,166 | ) | (115.6 | ) | (431,473 | ) | (21.7 | ) | ||||||||
| Finance income | 81,604 | 6.4 | 47,816 | 2.4 | ||||||||||||
| Finance costs | (117,252 | ) | (9.2 | ) | (100,453 | ) | (5.0 | ) | ||||||||
| Share of loss of Joint venture | (3,962 | ) | (0.3 | ) | 41,616 | 2.1 | ||||||||||
| Listing and related expenses | - | - | (55,818 | ) | ||||||||||||
| Change in fair value of warrants | 378,994 | 29.8 | 32,756 | 1.6 | ||||||||||||
| Loss before income taxes | (1,130,782 | ) | (88.9 | ) | (465,556 | ) | (23.4 | ) | ||||||||
| Income tax expense | (64,096 | ) | (5.0 | ) | (16,906 | ) | (0.8 | ) | ||||||||
| Loss for the year | (1,194,878 | ) | (94.0 | ) | (482,462 | ) | (24.3 | ) | ||||||||
| Basic Loss per share | (20.38 | ) | (7.66 | ) | ||||||||||||
| Diluted Loss per share | (20.42 | ) | (7.66 | ) | ||||||||||||
Revenue. We generated revenue of INR 1,989.4 million (USD 26.2 million) in the year ended March 31, 2022, an increase of 56.5% compared with INR 1,271.3 million (USD 16.8 million) in year ended March 31, 2021. The increase in Revenue was primarily due to recovery in domestic travel demand relative to the year ended March 31, 2021.
Service Cost. Our service cost increased to INR 159.3 million (USD 2.1 million) in the year ended March 31, 2022, from INR 22.3 million (USD 0.3 million) in the year ended March 31, 2021, primarily due to increased sales of holiday packages on account of strong recovery in domestic travel demand in India during the fiscal year ended March 31, 2022.
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Air Ticketing. Revenue from our Air Ticketing Business was INR 1,150.5 million (USD 15.2 million) in the year ended March 31, 2022, against INR 893.0 million (USD 11.8 million) in the year ended March 31, 2021.
Adjusted Margin(1) from our Air Ticketing Business increased to INR 2,211.1 million (USD 29.1 million) in the year ended March 31, 2022, against INR 1,487.5 million (USD 19.6 million) in the year ended March 31, 2021. In the year ended March 31, 2022, Adjusted Margin(1) for our Air Ticketing Business includes the addition of INR 1,060.6 million (USD 14.0 million) in the year ended March 31, 2022 against INR 594.4 million (USD 7.8 million) in the year ended March 31, 2021, of consumer promotion and loyalty program costs, which reduced revenue as per IFRS 15. The increase is due to a continued recovery in domestic travel demand in the fiscal year ended March 31, 2022.
Hotels and Packages. Revenue from our Hotels and Packages Business was INR 520.7 million (USD 6.9 million) in the year ended March 31, 2022, against INR 173.4 million (USD 2.3 million) in the year ended March 31, 2021.
Adjusted Margin(1) for this segment increased by 70.9% to INR 599.2 million (USD 7.9 million) in the year ended March 31, 2022, from INR 350.5 million (USD 4.6 million) in the year ended March 31, 2021. In the year ended March 31, 2022, Adjusted Margin(1) for Hotels and Packages Business includes the add-back of INR 237.7 million (USD 3.1 million) against INR 199.4 million (USD 2.6 million) in the year ended March 31, 2021, of customer promotional expenses, which had been reduced from revenue as per IFRS 15. The increase in Adjusted Margin from Hotels and Packages is due to recovery in domestic travel demand relative to the fiscal year ended March 31, 2022.
Other Services. Our income from Other Services was INR 146.2 million (USD 1.9 million) in the year ended March 31, 2022, an increase from INR 31.4 million (USD 0.4 million) in the year ended March 31, 2021.
Adjusted Margin for this segment increased by 242.3% to INR 161.5 million (USD 2.1 million) in the year ended March 31, 2022, from INR 47.2 million (USD 0.6 million) in the year ended March 31, 2021. For the year ended March 31, 2021, Adjusted Margin includes add-back of INR 15.3 million (USD 0.2 million) in the year ended March 31, 2022, against INR 15.8 million (USD 0.2 million) in the year ended March 31, 2021, of consumer promotion expenses, which had been reduced from revenue as per IFRS 15. This increase in Adjusted Margin is primarily due to increase in our Freight Forwarding Business Revenue.
Other Revenue. Our Other Revenue was INR 172.0 million (USD 2.3 million) in the year ended March 31, 2022, a decrease from INR 173.4 million (USD 2.3 million) in the year ended March 31, 2021.
Other Income. Our other income increased to INR 158.6 million (USD 2.1 million) in the fiscal year ended March 31, 2022, from INR 132.0 million (USD 1.7 million) in the fiscal year ended March 31, 2021, due to the impact of write back of liabilities offset.
Personnel Expenses. Our personnel expenses increased by 31.2% to INR 1,021.9 million (USD 13.5 million) in the year ended March 31, 2022, from INR 778.9 million (USD 10.3 million) in the year ended March 31, 2021. This increase was due to the impact of the addition of personnel in the Yatra Freight business and the gradual reinstatement of salaries for mid and junior level employees to pre-pandemic levels. Excluding employee share-based compensation costs of INR 209.5 million (USD 2.8 million) in the year ended March 31, 2022, from INR 77.1 million (USD 1.0 million) in the year ended March 31, 2021, personnel expenses increased by 15.7% in the year ended March 31, 2022.
Marketing and Sales Promotion Expenses. Marketing and sales promotion expenses increased by 56.0% to INR 124.1 million (USD 1.6 million) in the year ended March 31, 2022, from INR 79.6 million (USD 1.0 million) in the year ended March 31, 2021. Adding back the expenses for consumer promotions and loyalty program costs, which have reduced revenue per IFRS 15. Our marketing spend would have been INR 1,437.8 million (USD 19.0 million) against INR 889.2 million (USD 11.7 million) in the year ended March 31, 2021, which is a 61.7% an increase year-over-year.
Other Operating Expenses. Other operating expenses decreased by 8.7% to INR 893.3 million (USD 11.8 million) in the year ended March 31, 2022, from INR 978.3 million (USD 12.9 million) in the year ended March 31, 2021, primarily due to decrease in legal and professional charges, bad debts written off and provision for doubtful debts which is partially offset by commissions, payment gateway charges, travelling and conveyance charges, communication, and insurance.
Adjusted EBITDA Profit/Loss(1). Due to the forgoing factors, Adjusted EBITDA Profit(1) increased by 142.0% to INR 159.0 million (USD 2.1 million) in the year ended March 31, 2022, from Adjusted EBITDA Loss(1) of INR 378.7 million (USD 5.0 million) in the year ended March 31, 2021.
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Depreciation and Amortization. Our depreciation and amortization expenses decreased by 58.9% to INR 308.2 million (USD 4.1 million) in the year ended March 31, 2022, from INR 749.5 million (USD 9.9 million) in the year ended March 31, 2021, primarily as a result of amortization of intangible assets based on re-assessment of carrying value of the acquired intangible assets in the three months ended March 31, 2021.
Impairment of goodwill. Our goodwill impairment charge was INR 264.9 million (USD 3.5 million) in the year ended March 31, 2021. As a result of the significant negative impact related to the COVID-19 pandemic on the travel industry, we concluded that sufficient indicators existed to require us to perform a quantitative assessment of goodwill and, following that assessment, we recorded an impairment charge of our goodwill.
Results from Operations. As a result of the foregoing factors, our result from operating activities was a loss of INR 431.5 million (USD 5.7 million) in the year ended March 31, 2022. Our loss for the year ended March 31, 2021, was INR 1,470.2 million (USD 19.4 million). Excluding the employee share-based compensation costs, impairment of goodwill and impairment of loan to joint venture, Adjusted Results from Operations(1) would have been loss of INR 149.2 million (USD 2.0 million) for year ended March 31, 2022 as compared to loss of INR 1,128.2 million (USD 14.9 million) for year ended March 31, 2021.
Share of Loss of Joint Venture. This amount pertains to a reversal of the cumulative loss contribution relating to a joint venture investment that operates in adventure travel activities and represents a true-up of provisions created by the Company as per the joint venture agreement post impairment of a loan to the joint venture. During the three months ended December 31, 2021, we have reversed the liability on account of obligation arising due to contribution towards losses of the joint venture. Our gain from this joint venture is INR 41.6 million (USD 0.5 million) in the year ended March 31, 2022, compared to a loss of INR 4.0 million (USD 0.1 million) in the year ended March 31, 2021.
Finance Income. Our finance income decreased to INR 47.8 million (USD 0.6 million) in the year ended March 31, 2022, from INR 81.6 million (USD 1.1 million) in the year ended March 31, 2021. The decrease was primarily due to a decrease in the interest income from our bank deposits which is partially offset by foreign exchange gains.
Finance Costs. Our finance costs decreased to INR 100.5 million (USD 1.3 million) includes interest on the lease liability of INR 43.9 million (USD 0.6 million) in the year ended March 31, 2022, as compared to INR 117.3 million (USD 1.5 million) includes interest on the lease liability of INR 72.0 million (USD 0.9 million) in the year ended March 31, 2021. The decrease was due to decrease in interest on lease liability which is partially offset by increase in interest on borrowings.
Listing and related expenses. Listing and related expenses relate to the expenses incurred in connection with the Indian IPO. During the year ended March 31, 2022, the Company has incurred INR 85.8 million (USD 1.1 million) out of which INR 55.8 million (USD 0.7 million) is charged to the Statement of profit and loss.
Change in fair value of warrants. The change in the fair market value of warrants resulted in a gain of INR 32.8 million (USD 0.4 million) during the year ended March 31, 2022, compared to a gain of INR 379.0 million (USD 5.0 million) during the year ended March 31, 2021.
Income Tax Expense. Our income tax expense during the year ended March 31, 2022, was INR 16.9 million (USD 0.2 million) compared to an expense of INR 64.1 million (USD 0.8 million) during the year ended March 31, 2021.
Loss for the Period. As a result of the foregoing factors, our loss in the year ended March 31, 2022, was INR 482.5 million (USD 6.4 million) as compared to a loss of INR 1,194.9 million (USD 15.7 million) in the year ended March 31, 2021. Excluding the employee share-based compensation costs, impairment of loan to joint venture, impairment of goodwill, listing and related expenses and net change in fair value of warrants, the Adjusted Loss(1) would have been INR 177.1 million (USD 2.3 million) for year ended March 31, 2022, and INR 1,231.9 million (USD 16.2 million) for year ended March 31, 2021.
Basic Loss per Share. Basic Loss per Share was INR 7.66 (USD 0.10) in the year ended March 31, 2022, as compared to Basic Loss per Share of INR 20.38 (USD 0.27) in the year ended March 31, 2021. After excluding the employee share-based compensation costs, impairment of loan to joint venture, impairment of goodwill, listing and related expenses and net change in fair value of warrants, Adjusted Basic Loss per Share(1) would have been INR 2.84 (USD 0.04) in the year ended March 31, 2022, as compared to Adjusted Basic Loss per Share INR 21.10 (USD 0.28) in the year ended March 31, 2021.
Diluted Loss per Share. Diluted Loss per Share was INR 7.66 (USD 0.10) in the year ended March 31, 2022, as compared to Diluted Loss per Share of INR 20.42 (USD 0.27) in the year ended March 31, 2021. After excluding the employee share-based compensation costs, impairment of loan to joint venture, impairment of goodwill, listing and related expenses and net change in fair value of warrants, Adjusted Diluted Loss per Share(1) would have been INR 2. 84 (USD 0.04) in the year ended March 31, 2022, as compared to Adjusted Diluted Loss per Share INR 21.05 (USD 0.28) in the year ended March 31, 2021.
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Liquidity and Capital Resources
Our sources of liquidity have principally been proceeds from the sale of shares of the Company, long term borrowings, bank overdrafts, working capital facilities and cash flows from operations. Our cash requirements have mainly consisted of operational losses, acquisitions, working capital as well as capital expenditures.
As of March 31, 2023, our primary sources of liquidity were INR 503.6 million of cash and cash equivalents and INR 587.4 million in term deposits (INR 550.1 million is pledged with various banks against bank guarantees, bank overdrafts, vehicle loans, letters of credit, sales invoice discounting and credit card facilities).
As of March 31, 2022, our primary sources of liquidity were INR 800.3 million of cash and cash equivalents and INR 568.3 million in term deposits (INR 486.1 million is pledged with various banks against bank guarantees, bank overdrafts, vehicle loans, letters of credit, sales invoice discounting and credit card facilities).
As of March 31, 2021, our primary sources of liquidity were INR 1,711.6 million of cash and cash equivalents and 552.1 million in term deposits (INR 517.4 million is pledged with various banks against bank guarantees, bank overdrafts, vehicle loans, letters of credit, sales invoice discounting and credit card facilities).
Our trade receivables and contract assets primarily comprise of: (1) commissions, incentive or other payments owed to us by airlines and other suppliers and (2) receivables from our B2B2C travel agents, corporate and some retail customers to whom we typically extend credit periods. Our trade and other receivables increased by INR 1,139.0 million from INR 1,934.7 million as of March 31, 2022, to INR 3,073.7 million as of March 31, 2023.
Our Prepayments and other assets primarily consist of the current portion of prepayments made to and deposits placed with our suppliers. Our other current assets increased from INR 607.7 million as of March 31, 2022, to INR 951.9 million as of March 31, 2023, primarily due to increase in advances made to our airline and hotel suppliers.
As of March 31, 2023, Yatra India had sanctioned limit of
| ● | INR 300 million as bank guarantee from ICICI Bank Limited (“ICICI Bank”) secured against 100% bank deposits. | |
| ● | INR 300 million as Sales Invoice discounting from Axis Bank secured against First Pari Passu charge on Movable Fixed Assets, Current Assets (present and future) along with bank deposits to the extent of 20% of the facility. | |
| ● | INR 200 million as Sales Invoice discounting and INR 1 million as overdraft facility from Federal Bank secured against First Pari Passu charge on Movable fixed assets, Current Assets (present & future) along with bank deposits to the extent of 20% of the facility for Sales Invoice discounting Facility. | |
| ● | INR 300 million against as Sales Invoice discounting facility (includes INR 50 million of Bank Guarantee Sublimit) from IDFC First Bank secured by First Pari Passu charge on Movable fixed assets, Current Assets present & future along with bank deposits to the extent of 20% of the facility. | |
| ● | Secured Non-Convertible Debentures of INR 300 Million from Blacksoil secured by First Pari Passu charge on Movable fixed assets, Current Assets (present and future) along with bank deposits to the extent of 3 months interest on the facility. |
As of March 31, 2023, Yatra for Business had sanctioned limit of
| ● | Bank Guarantee limits of INR 400 million from ICICI bank (INR 100 million as a bank guarantee limit and INR 300 million as invoice discounting facility) against a 100% bank deposit | |
| ● | INR 250 million as Sales Invoice discounting from Axis Bank secured against First Pari Passu charge on Movable Fixed Assets, Current Assets along with bank deposits to the extent of 20% of the facility. | |
| ● | INR 200 million as Sales Invoice discounting and INR 1 million as overdraft facility from Federal Bank secured against First Pari Passu charge on Movable fixed assets, Current Assets along with bank deposits to the extent of 20% of the facility for Sales Invoice discounting. | |
| ● | INR 200 million as Sales Invoice discounting facility from IDFC First Bank secured against First Pari Passu charge on Movable Fixed Assets, Current Assets along with bank deposits to the extent of 20% of the facility. |
As of March 31, 2023, Yatra Online Freight Services Pvt. Ltd. had issued
| ● | Secured Non-Convertible Debentures of INR 150 million secured by First Pari Passu charge on movable fixed assets, current assets along with Corporate Guarantee of Yatra India. |
As of March 31, 2023, Yatra Online, Inc.
| ● | On October 5, 2022, we issued a promissory note for an aggregate principal amount of US$10,000,000 with a simple interest rate of 11% per annum (the “Note”). The Note was issued in a private offering to MAK, an affiliate of Michael Kaufman, a member of our Board of Directors, pursuant to the Note Purchase Agreement. The Note Purchase Agreement contains customary terms and covenants, including that upon certain events of default occurring and continuing MAK may (1) declare all or any portion of any amount owed or payable under the Note, plus all interest, if any, to be immediately due and payable, (2) convert the Note into either Ordinary Shares or series A convertible preference shares of the Company, par value US$0.0001 (the “Series A Convertible Preference Shares”), or (3) exercise any other right or remedy granted in the Note or by law. Upon an event of default, the interest rate will increase by 3%. The Note will mature on October 5, 2023, unless earlier repurchased or redeemed. Upon maturity and in certain default scenarios MAK, at its option, may convert the Note into Ordinary Shares or Series A Convertible Preference Shares in lieu of a cash payment for any amount owed or payable under the Note. The Note is a general unsecured obligation of the Company. |
As of March 31, 2022, Yatra India had sanctioned secured limit of INR 450 million (INR 300 million as bank guarantee and INR 150 million as invoice discounting) from ICICI Bank against 100% fixed deposits (this amount is pledged, and we do not earn any interest on this bank deposit). As of March 31, 2022, Yatra for Business had sanctioned bank guarantee limits of INR 400 million from ICICI Bank (INR 100 million as a bank guarantee limit and INR 300 million as an invoice discounting facility) against a 100% fixed deposit (this amount is pledged, and we do not earn any interest on this fixed deposit).
(1) See the section below titled “Certain Non IFRS Measures.”
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Company’s subsidiaries’ factoring debt facility contains certain financial covenants relating to unencumbered cash and cash equivalents to be equal to 12 months trailing cash burn, positive net worth and total operating liabilities should not exceed twice tangible net worth. At March 31, 2023 there was a non compliance in relation to one of the debt covenants, i.e. “total operating liabilities should not exceed twice tangible net worth”. The Company’s subsidiaries secured a waiver from the lender in this respect subsequent to March 31, 2023 on May 17, 2023. By virtue of cross default provisions in other debt facilities availed by the Company and its subsidiaries, these debt facilities became payable on demand. These include debt facilities availed from Blacksoil Capital Private Limited, Black Soil India Credit Fund, Mak Capital Fund, LP, N+1 Capital, IDFC First bank and Federal Bank. The Company and its subsidiaries obtained waivers from all of these lenders subsequent to March 31, 2023 during May, 2023. Accordingly, such defaults did not have any impact on the Company’s liquidity position, future cash flows and its going concern assessment.
Since the waivers in relation to the non-compliance of the debt covenants were received subsequent to end of reporting period, the portions of the debt facilities amounting to INR 220.7 million (USD 2.7 million), which otherwise should have been classified as non-current have been classified as current at March 31, 2023.
We have taken certain vehicles on loan; the loan is secured against pledge of such vehicles and fixed deposit. As of March 31, 2023, the outstanding balance of the loan is INR 23.9 million as compared to INR 7.2 million as of March 31, 2022.
As of March 31, 2022, the outstanding balance of the loan is INR 7.2 million as compared to INR 6.9 million as at March 31, 2021.
From time to time, we are also required by certain international and Indian airlines, hotels and packages suppliers, as well as certain aggregators from whom we obtain hotel inventory and other travel suppliers, to obtain bank guarantees or letters of credit to secure our obligations to them.
We believe that our current cash and cash equivalents and cash flow from operations will be sufficient to meet our anticipated regular working capital requirements and our needs for capital expenditures for at least the next 12 months. We may, however, require additional cash resources to fund our longer-term capital expenditures (beyond 12 months) or due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue.
The following table sets forth the summary of our cash flows for the periods indicated:
| 2020 | 2021 | 2022 | 2023 | |||||||||||||
| INR (‘000s) | INR (‘000s) | INR (‘000s) | INR (‘000s) | |||||||||||||
| Net cash from/(used in) operating activities | (550,356 | ) | 765,443 | (972,203 | ) | (2,006,199 | ) | |||||||||
| Net cash from/(used in) investing activities | 96,643 | (230,365 | ) | (86,536 | ) | (145,952 | ) | |||||||||
| Net cash from/(used in) financing activities | (333,471 | ) | 535,283 | 135,264 | 1,751,813 | |||||||||||
| Net increase/(decrease) in cash and cash equivalents | (787,184 | ) | 1,070,361 | (923,475 | ) | (400,338 | ) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 69,742 | (5,001 | ) | 12,168 | 103,656 | |||||||||||
| Cash and cash equivalents at the beginning of the year | 1,363,671 | 646,229 | 1,711,589 | 800,282 | ||||||||||||
| Closing cash and cash equivalents at the end of the year | 646,229 | 1,711,589 | 800,282 | 503,600 | ||||||||||||
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Net cash from/(used in) operating activities
Our net cash used in operating activities was INR 2,006.2 million in the fiscal year ended March 31, 2023, as compared to net cash from operating activities of INR 972.2 million in the fiscal year ended March 31, 2022, an increase in cash usage of INR 1,034.0 million in the fiscal year ended March 31, 2023. Our net loss adjusted for interest, tax, amortization and depreciation and other non-cash items was INR 210.7 million in the fiscal year ended March 31, 2023. Further, in the fiscal year ended March 31, 2023, there was an increase in our working capital of INR 2,111.1 million, as compared to an increase in working capital of INR 896.4 million in the fiscal year ended March 31, 2022. The increase in working capital in the fiscal year ended March 31, 2023, was primarily due to an INR 1,600.0 million increase in trade and other receivables, which was partially offset by an INR 511.3 million increase in trade and other payables. The increase in working capital in the fiscal year ended March 31, 2022, was primarily due to an INR 1,115.4 million increase in trade and other receivables, which was partially offset by an INR 217.7 million increase in trade and other payables.
Our net cash used in operating activities was INR 972.2 million in the fiscal year ended March 31, 2022, as compared to net cash from operating activities of INR 765.4 million in the fiscal year ended March 31, 2021, an increase in cash usage of INR 1,737.6 million in the fiscal year ended March 31, 2022. Our net loss adjusted for interest, tax, amortization and depreciation and other non-cash items was INR 104.2 million in the fiscal year ended March 31, 2022. Further, in the fiscal year ended March 31, 2022, there was an increase in our working capital of INR 896.4 million, as compared to a decrease in working capital of INR 894.2 million in the fiscal year ended March 31, 2021. The increase in working capital in the fiscal year ended March 31, 2022, was primarily due to an INR 1,115.4 million increase in trade and other receivables, which was partially offset by an INR 217.7 million increase in trade and other payables. The decrease in working capital in the fiscal year ended March 31, 2021, was primarily due to an INR 1,685.6 million decrease in trade and other receivables, which was partially offset by an INR 402.9 million decrease in trade and other payables.
Net cash from/(used in) investing activities.
During the fiscal year ended March 31, 2023, cash used in investing activities was INR 146.0 million, as compared to cash used in investing activities, which was INR 86.5 million in the fiscal year ended March 31, 2022. During the fiscal year ended March 31, 2023, we invested INR 8.6 million in term deposits with banks and invested an incremental INR 144.5 million in property plant and equipment and in software and technology related development projects. We also received interest on our term deposits of INR 7.1 million in the fiscal year ended March 31, 2023, as compared to INR 21.0 million in the fiscal year ended March 31, 2022.
During the fiscal year ended March 31, 2022, cash used in investing activities was INR 86.5 million, as compared to cash used in investing activities was INR 230.4 million in the fiscal year ended March 31, 2021. During the fiscal year ended March 31, 2022, we invested INR 10.3 million in term deposits with banks, invested an incremental INR 97.2 million in property plant and equipment and in software and technology related development projects. We also received interest on our term deposits of INR 21.0 million in the fiscal year ended March 31, 2022, as compared to INR 37.3 million in the fiscal year ended March 31, 2021.
Net cash from financing activities.
During the fiscal year ended March 31, 2023, cash from financing activities was INR 1,751.8 million, which was primarily the result of net proceeds from invoice discounts of INR 738.3 million and net proceeds from loans, which was INR 1,252.5 million. Further, we made payments of INR 211.6 million in interest on bank overdrafts, interest on lease liabilities, vehicle loans and payment of principal portion of lease liabilities.
During the fiscal year ended March 31, 2022, cash from financing activities was INR 135.3 million, primarily as a result of net proceeds from invoice discounting was INR 227.3 million. Further, we made payments of INR 92.0 million as interest on bank overdrafts, interest on lease liabilities, vehicle loans and payment of principal portion of lease liabilities.
Capital Expenditures
We have historically financed our capital expenditure requirements with cash flows from operations, as well as through the sale of our common and convertible preferred shares.
We made capital expenditures of INR 330.0 million and INR 104.9 million in fiscal years 2023 and 2022, respectively. In addition, we expect to spend an additional approximately INR 350 million to INR 500 million on capital expenditures during the fiscal year ending March 31, 2024. Our capital expenditures have in principle consisted of the purchases of servers, workstations, computers, computer software, leasehold improvements and other expenditures related to our technology platform and infrastructure, the upgrading of our websites, creation of intangible software, and mobile platforms.
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Off-Balance Sheet Arrangements
As of March 31, 2023, Yatra India had obtained INR 144.59 million in bank guarantees from ICICI Bank, Yatra Freight had also obtained INR 0.34 million in bank guarantees from ICICI, and Yatra for Business had also obtained INR 93.06 million in bank guarantees from ICICI Bank against any payment default by us to all airlines participating in the International Air Transport Association’s bill settlement plan. During the fiscal year 2022-23, Yatra India had pledged deposits totaling INR 13.75 million for the purpose of providing guarantees to various hotels and packages suppliers.
As of March 31, 2022, Yatra India had obtained INR 144.59 million in bank guarantees from ICICI Bank. Yatra Freight had also obtained INR 0.17 million in bank guarantees from ICICI Bank, and Yatra for Business had also obtained INR 93.06 million in bank guarantees from ICICI Bank against any payment default by us to all airlines participating in the International Air Transport Association’s bill settlement plan. During the fiscal year 2021-22, Yatra for Business had also obtained INR 0.30 million bank guarantee from ICICI Bank in favor of one of the customers. Yatra India had pledged deposits totaling INR 14.08 million for the purpose of providing guarantees to various hotels and packages suppliers.
As of March 31, 2021, Yatra India had obtained INR 103.72 million in bank guarantees from ICICI Bank and Yatra for Business had also obtained INR 172.56 million in bank guarantees from ICICI Bank against any payment default by us to all airlines participating in the International Air Transport Association’s bill settlement plan. During the fiscal year 2020-21, Yatra for Business had also obtained INR 0.30 million bank guarantee from ICICI Bank in favour of one of the customers. Yatra India had pledged deposits totaling INR 32.18 million for the purpose of providing guarantees to various hotels and packages suppliers.
Apart from the foregoing, we do not have any outstanding off-balance sheet derivative financial instruments, guarantees, interest rate swap transactions or foreign currency forward contracts. We do not engage in trading activities involving non-exchange traded contracts.
Contractual Obligations
Our contractual obligations as of March 31, 2023, are summarized below:
| Fiscal Year Ended March 31, 2022 | ||||||||||||||||||||
| Contractual Obligations | Less than 1 | More than 5 | ||||||||||||||||||
| (Amount in INR thousands) | Total | Year | 1 - 3 Year | 3 - 5 Year | Year | |||||||||||||||
| Operating expenditures* | 108,450 | 108,450 | - | - | - | |||||||||||||||
| Capital expenditures** | - | - | - | - | - | |||||||||||||||
| Vehicle loan | 29,287 | 6,894 | 12,484 | 9,909 | - | |||||||||||||||
| Trade and Other payables | 2,161,738 | 2,161,738 | - | - | - | |||||||||||||||
| Factoring | 1,089,699 | 1,089,699 | - | - | - | |||||||||||||||
| Other Current liabilities | 476,277 | 476,277 | - | - | - | |||||||||||||||
| Employee Benefit*** | 96,766 | - | - | - | - | |||||||||||||||
| Lease liability**** | 349,377 | 79,832 | 129,232 | 111,674 | 28,639 | |||||||||||||||
| Total | 4,311,594 | 3,922,890 | 141,716 | 121,583 | 28,639 | |||||||||||||||
* Contractual commitments for operating expenditures relate to advertisement services.
** Contractual commitments for capital expenditures relating to acquisition of computer software and websites, office equipment, furniture and fixtures.
*** Employee benefits in the statement of financial position reflects the employee benefit obligations. The extent of the amount and timing of repayment/settlement is not reliably estimable or determinable at present and accordingly has not been disclosed in the table above.
**** Lease liabilities relate to our leasing arrangements for our various office premises.
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Quantitative and Qualitative Disclosures about Market Risk
The Company’s activities are exposed to variety of financial risk such as credit risk, foreign currency risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Company reviews and agrees on policies for managing each of these risks which are summarized below:
Credit Risk. Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables), including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Customer credit risk is managed by each business unit in accordance with the Company’s established policy, procedures and controls relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. See Note 39 to our 2023 Consolidated Financial Statements for additional information relating to our exposure to credit risk.
Liquidity Risk. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, we aim to maintain flexibility in funding by maintaining sufficient amounts in certificates of deposits with banks and keeping committed credit lines available.
The Group manages liquidity by maintaining adequate reserves, banking facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and financial liabilities. Based on our past performance and current expectations, we believe that the cash and cash equivalent and cash generated from operations will satisfy the working capital needs, funding of operational losses, capital expenditure requirements, commitments and other liquidity requirements associated with our operations through at least the next 12 months. In addition, there are no transactions, arrangements and other relationships with any other person that are reasonably likely to materially affect the availability of the required of capital resources. See Note 39 to our 2023 Consolidated Financial Statements for additional information relating to our exposure to liquidity risk.
Foreign Currency Risk. Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of the changes in foreign exchange rates. The Group operates through subsidiaries in India, Singapore and the United States. The functional currency of these subsidiaries is the local currency in the respective countries and accordingly there are no related significant foreign currency exposures. The Company currently does not have any hedging agreements or similar arrangements with any counterparty to cover its exposure to any fluctuations in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating transactions which are denominated in currency other than each subsidiaries functional currency (foreign currency denominated receivables and payables). See Note 39 to our 2023 Consolidated Financial Statements for sensitivity analysis relating to our exposure to foreign risk.
New Accounting Standards and Interpretations Issued But Not Yet Effective as at March 31, 2023
The new standards, interpretations and amendments to Standards that are issued to the extent relevant to the Group, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these Standards, if applicable, when they become effective.
Amendments to IAS 1, “Presentation of Financial Statements”
On February 12, 2021, the IASB has issued amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements which requires the entities to disclose their material accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2023, although early adoption is permitted. These amendments are applicable to Group for annual reporting periods beginning on April 1, 2023. The Group is in the process of evaluating the impact of the amendment.
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Amendments to IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”
On February 12, 2021, the IASB has issued amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, which introduced a definition of ‘accounting estimates’ and included amendments to IAS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates and the correction of errors. Also, the IASB clarified how entities use measurement techniques and inputs to develop accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2023, although early adoption is permitted. These amendments are applicable on the Group for annual reporting periods beginning on April 1, 2023. The Group is in the process of evaluating the impact of the amendment.
Amendments to IAS 12, “Income Taxes” regarding deferred tax related to assets and liabilities arising from a single transaction
On May 7, 2021, the IASB amended IAS 12 to provide a further exception from the initial recognition exemption. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The amendments clarify that companies are required to recognise deferred tax on transactions such as leases and decommissioning obligations. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2023, although early adoption is permitted. These amendments are applicable on the Group for annual reporting periods beginning on April 1, 2023. The Group is in the process of evaluating the impact of the amendment.
Amendments to IAS 1, “Presentation of Financial Statements,” regarding classification of liabilities as current or non-current
On January 23, 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current.
The amendments clarify;
| ● | what is meant by a right to defer settlement; | |
| ● | that a right to defer must exist at the end of the reporting period; | |
| ● | that classification is unaffected by the likelihood that an entity will exercise its deferral right; and | |
| ● | that only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification. |
The amendments are effective for annual periods beginning on or after January 1, 2024. These amendments are applicable on the Group for annual reporting periods beginning on April 1, 2024.
The Group is currently evaluating the effect of this amendment on the consolidated financial statements.
Amendments to IFRS 16, “Leases,” regarding Lease Liability in a Sale and Leaseback
The amendment to IFRS 16 specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains.
After the commencement date in a sale and leaseback transaction, the seller-lessee applies paragraphs 29 to 35 of IFRS 16 to the right-of-use asset arising from the leaseback and paragraphs 36 to 46 of IFRS 16 to the lease liability arising from the leaseback. In applying paragraphs 36 to 46, the seller-lessee determines ‘lease payments’ or ‘revised lease payments’ in such a way that the seller-lessee would not recognise any amount of the gain or loss that relates to the right of use retained by the seller-lessee. Applying these requirements does not prevent the seller-lessee from recognising, in profit or loss, any gain or loss relating to the partial or full termination of a lease, as required by paragraph 46(a) of IFRS 16.
The amendments are effective for annual periods beginning on or after January 1, 2024. These amendments are applicable on the Group for annual reporting periods beginning on April 1, 2024.
The Group is currently evaluating the effect of this amendment on the consolidated financial statements.
IFRS 17 Insurance Contracts
In May 2017, the IASB issued IFRS 17 Insurance Contracts (“IFRS 17”), a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation, and disclosure. Once effective, IFRS 17 will replace IFRS 4 Insurance Contracts (“IFRS 4”) that was issued in 2005. IFRS 17 applies to all types of insurance contracts (i.e., life, non-life, direct insurance, and re-insurance), regardless of the type of entities that issue them, as well as to certain guarantees and financial instruments with discretionary participation features. A few scope exceptions will apply. The overall objective of IFRS 17 is to provide an accounting model for insurance contracts that is more useful and consistent for insurers. In contrast to the requirements in IFRS 4, which are largely based on grandfathering previous local accounting policies, IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects. The core of IFRS 17 is the general model, supplemented by:
● A specific adaptation for contracts with direct participation features (the variable fee approach);
● A simplified approach (the premium allocation approach) mainly for short-duration contracts.
IFRS 17 is effective for reporting periods beginning on or after January 1, 2023, with comparative figures required. Early application is permitted, provided the entity also applies IFRS 9 and IFRS 15 on or before the date it first applies IFRS 17.
This standard is not applicable to the Group.
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Certain Non-IFRS Measures
As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on Adjusted Margin, which is a non-IFRS measure.
We believe that Adjusted Margin 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 condensed consolidated financial results prepared in accordance with IFRS as issued by the IASB. Our Adjusted Margin may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.
The following table reconciles our revenue, which is an IFRS measure, to Adjusted Margin, which is a non-IFRS measure:
| Fiscal Year Ended March 31, | ||||||||||||||||||||||||||||||||||||
Reportable Segments | ||||||||||||||||||||||||||||||||||||
| Air Ticketing | Hotels and Packages | Other Services | ||||||||||||||||||||||||||||||||||
| Amount in INR thousands except % | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | |||||||||||||||||||||||||||
| Revenue as per IFRS - Rendering of services | 893,039 | 1,150,474 | 1,779,972 | 173,397 | 520,740 | 1,471,270 | 31,426 | 146,178 | 154,305 | |||||||||||||||||||||||||||
| Add. Customer promotional expenses | 594,426 | 1,060,600 | 2,555,320 | 199,409 | 237,695 | 263,756 | 15,751 | 15,326 | 23,380 | |||||||||||||||||||||||||||
| Service cost | - | - | - | (22,276 | ) | (159,284 | ) | (669,097 | ) | - | - | - | ||||||||||||||||||||||||
| Adjusted Margin | 1,487,465 | 2,211,074 | 4,335,292 | 350,530 | 599,151 | 1,065,929 | 47,177 | 161,504 | 177,685 | |||||||||||||||||||||||||||
| % of revenue | 100.0 | % | 100.0 | % | 100.0 | % | 94.0 | % | 79.0 | % | 61.4 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||||||||||||
In addition to referring to Adjusted Margin, we also refer to Adjusted EBITDA Profit/(Loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted Loss Per Share which are also non-IFRS measures. For our internal management reporting, budgeting, and decision-making purposes, including comparing our operating results to that of our competitors, these non-IFRS financial measures exclude employee share-based compensation cost, re-measurement of contingent consideration, impairment of goodwill, Impairment of loan to joint venture, listing and related expenses and change in fair value of warrants.
Our non-IFRS financial 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 team believes that providing non-IFRS financial 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 and warrants issued to Macquarie Corporate Holdings PTY Limited. The accounting guidance requires that we record any change in the fair value of these warrants in the 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 financial measures. On December 16, 2021, at 5:00 p.m., New York time, outstanding warrants (the “Warrants”) to purchase an aggregate of 17,337,500 of our ordinary shares expired by their original terms. |
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| ● | Impairment of goodwill: The impairment cost to be recorded is dependent on varying available valuation methodologies and subjective assumptions that companies can use while valuing the fair value of the assets on the balance sheet date. Thus, the management believes that providing non-IFRS financial measures that exclude such expenses allows investors to make additional comparisons between our operating results and those of other companies. | |
| ● | Impairment of loan to joint venture - The impairment cost to be recorded is dependent on varying available valuation methodologies and subjective assumptions that companies can use while valuing the fair value of the assets on the balance sheet date. Thus, management believes that providing non-IFRS financial measures that exclude such expenses allows investors to make additional comparisons between our operating results and those of other companies.
| |
| ● | Listing and related expenses - These primarily reflect the non-recurring expenses incurred in the Indian IPO process. |
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 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 Profit/(Loss), Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted Loss Per Share as against using the measures in accordance with IFRS as issued by the IASB are that these non-IFRS financial measures exclude share-based compensation cost, impairment of goodwill, impairment of loan to joint venture, listing and related expenses, change in fair value of warrants and depreciation and amortization in case of Adjusted EBITDA Profit/Loss. Management compensates for this limitation by providing specific information on the IFRS amounts excluded from Adjusted EBITDA Profit/Loss, Adjusted Results from Operations, Loss for the Period and Adjusted Basic and Adjusted Diluted Loss per Share.
The following table reconciles our Profit/(Loss) (an IFRS measure) to Adjusted EBITDA Profit/(Loss) (a non-IFRS measure) for the periods indicated:
| Reconciliation of Adjusted EBITDA Profit/(Loss) | Fiscal Year ended March 31, | |||||||||||
| (Amount in thousands) | 2021 | 2022 | 2023 | |||||||||
| Loss for the period as per IFRS | (1,194,878 | ) | (482,462 | ) | (288,168 | ) | ||||||
| Employee share-based compensation costs | 77,100 | 209,558 | 152,054 | |||||||||
| Depreciation & Amortization | 749,480 | 308,153 | 190,152 | |||||||||
| Share of loss of joint venture | 3,962 | (41,616 | - | |||||||||
| Finance income | (81,604 | ) | (47,816 | ) | (28,944 | ) | ||||||
| Finance costs | 117,252 | 100,453 | 326,399 | |||||||||
| Change in fair value of warrants | (378,994 | ) | (32,756 | ) | - | |||||||
| Impairment of goodwill | 264,909 | - | - | |||||||||
| Impairment of loan to joint venture | - | 72,719 | 1,000 | |||||||||
| Listing and related expenses | - | 55,818 | 23,591 | |||||||||
| Income tax expense | 64,096 | 16,906 | 46,787 | |||||||||
| Adjusted EBITDA Profit/(Loss) | (378,677 | ) | 158,957 | ) | 422,872 | |||||||
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The following table reconciles our results from operations (an IFRS measure) to Adjusted Results from Operations (a non-IFRS measure) for the periods indicated:
| Reconciliation of Adjusted Results from Operations | Fiscal Year ended March 31, | |||||||||||
| (Amount in thousands) | 2021 | 2022 | 2023 | |||||||||
| Results from operations (as per IFRS) | (1,470,166 | ) | (431,473 | ) | (79,666 | ) | ||||||
| Employee share-based compensation costs | 77,100 | 209,558 | 152,054 | |||||||||
| Impairment of goodwill | 264,909 | - | - | |||||||||
| Impairment of loan to joint venture | - | 72,719 | 1,000 | |||||||||
| Adjusted Results from Operations | (1,128,157 | ) | (149,196 | ) | (232,720 | ) | ||||||
The following table reconciles profit/(loss) for the period (an IFRS measure) to Adjusted Loss for the Period (a non-IFRS measure) for the periods indicated:
| Reconciliation of Adjusted Loss | Fiscal Year ended March 31, | |||||||||||
| (Amount in thousands) | 2021 | 2022 | 2023 | |||||||||
| Loss for the period (as per IFRS) | (1,194,878 | ) | (482,462 | ) | (288,168 | ) | ||||||
| Employee share-based compensation costs | 77,100 | 209,558 | 152,054 | |||||||||
| Net change in fair value of warrants | (378,994 | ) | (32,756 | ) | - | |||||||
| Impairment of goodwill | 264,909 | - | - | |||||||||
| Employee share-based compensation costs | - | 72,719 | 1,000 | |||||||||
| Listing and related expenses | - | 55,818 | 23,591 | |||||||||
| Adjusted Loss for the Period | (1,231,863 | ) | (177,123 | ) | (111,522 | ) | ||||||
The following table reconciles 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:
| Fiscal Year ended March 31, | ||||||||||||
| Reconciliation of Adjusted Basic Loss (Per Share) | 2021 | 2022 | 2023 | |||||||||
| Basic loss per share (as per IFRS) | (20.38 | ) | (7.66 | ) | (4.59 | ) | ||||||
| Employee share-based compensation costs | 1.32 | 3.32 | 2.39 | |||||||||
| Net change in fair value of warrants | (6.56 | (0.53 | ) | - | ||||||||
| Impairment of goodwill | 4.52 | - | - | |||||||||
| Impairment of loan to joint venture | - | 1.15 | 0.02 | |||||||||
| Listing and related expenses | - | 0.88 | 0.37 | |||||||||
| Adjusted Basic loss Per Share | (21.10 | ) | (2.84 | ) | (1.81 | ) | ||||||
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| Fiscal Year ended March 31, | ||||||||||||
| Reconciliation of Adjusted Diluted Loss (Per Share) | 2021 | 2022 | 2023 | |||||||||
| Diluted loss per share (as per IFRS) | (20.42 | ) | (7.66 | ) | (4.59 | ) | ||||||
| Employee share-based compensation costs | 1.32 | 3.32 | 2.39 | |||||||||
| Net change in fair value of warrants | (6.48 | ) | (0.53 | ) | - | |||||||
| Impairment of goodwill | 4.53 | - | - | |||||||||
| Impairment of loan to joint venture | - | 1.15 | 0.02 | |||||||||
| Listing and related expenses | - | 0.88 | 0.37 | |||||||||
| Adjusted Diluted loss Per Share | (21.05 | ) | (2.84 | ) | (1.81 | ) | ||||||
Safe Harbor
This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995. See “Special Note Regarding Forward-Looking Statements.”
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth information of our executive officers, directors and other key officers of the Company, and their ages as of the date hereof. Unless otherwise stated, the address for our directors and officers is Gulf Adiba, Plot No. 272, 4th Floor, Udyog Vihar, Phase II, Sector-20, Gurugram, Haryana-122008, India.
| Name | Age | Position | ||
| Dhruv Shringi | 49 | Chief Executive Officer and Class III Director | ||
| Anuj Kumar Sethi(4) | 54 | Former Principal Financial Officer and Principal Accounting Officer | ||
| Manish Amin | 57 | Chief Information and Technology Officer | ||
| Neelam Dhawan(2)(3) | 63 | Non-Executive Class I Director | ||
| Stephen Schifrin (1)(2)(3) | 40 | Non-Executive Class II Director | ||
| Murlidhara Lakshmikantha Kadaba(1)(2) | 61 | Chairman of the Board and Non-Executive Class II Director | ||
| Roshan Mendis (1)(3) | 50 | Non-Executive Class I Director | ||
| Michael A. Kaufman (2) | 51 | Non-Executive Class I Director | ||
| Rohan Mittal | 39 | Group Chief Financial Officer |
(1) Member of the audit committee.
(2) Member of the compensation committee. Murlidhara Lakshmikantha Kadaba was member of the Compensation Committee till May 25, 2023, and Michael A. Kaufman was appointed as member of Compensation Committee w.e.f. May 26, 2023.
(3) Member of nominating and corporate governance committee.
(4) Not a member of the Executive Management. He ceased to be the Company’s Principal Financial Officer and Principal Accounting Officer w.e.f. November 15, 2022
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Executive Officers and Senior Management
Dhruv Shringi. Mr. Shringi is our co-founder and has served as our Chief Executive Officer since June 2008 and as a member of our Board since December 2005. Prior to joining our Company, Mr. Shringi was Director of Group Operations and Technology of the Ebookers Group, London from October 2003 to June 2005. From February 2002 to September 2003. Mr. Shringi served in the Strategy and Business Development team at Ford Motor Company in the UK, and from May 1994 to October 2000, he worked in the Audit & Business Consulting team of Arthur Anderson in their offices in India and London. He holds a B.Com (Hons.) degree from Delhi University, a Master of Business Administration degree from INSEAD and is also a qualified chartered accountant. Mr. Shringi is currently serving as the Board Member of Yatra India and Yatra USA Corp. and does not serve on the Board of any other Public Company. We believe Mr. Shringi is qualified to serve on our Board because of his extensive knowledge of the travel industry and his experience as our Chief Executive Officer.
Manish Amin. Mr. Amin is our co-founder and has served as our Chief Information and Technology Officer since January 2006. He also serves as a director of Yatra For Business Private Limited, Yatra Corporate Hotel Solutions Private Limited, Yatra Hotel Solutions Private Limited, TSI Yatra Private Limited, Yatra Freight, Yatra TG Stays Private Limited, Travel.Co.In Private Limited, which are subsidiaries of Yatra India and also serves as a Director of Middle East Travel Management Company Pvt. Ltd. Prior to joining our company, Mr. Amin worked at Ebookers, from June 1990 to November 2005 where his last role was Head of Technology Infrastructure. He holds a general certificate in business studies from South Thames College.
Rohan Mittal. Mr. Mittal has served as our Group Chief Financial Officer from September 08, 2022, and was also appointed as the Chief Financial Officer of Yatra India effective from September 23, 2022. He previously served as Chief Financial Officer of Rivigo Services Private Limited from November, 2021 to September, 2022. He also served as part of the senior management of Allcargo Logistics Limited from January 2017 till November 2021 and was holding multiple senior executive positions including Group Chief Strategy Officer of Allcargo Logistics Limited followed by Chief Financial Officer and Chief Transformation officer of Gati Limited (part of Allcargo Logistics Limited) from October 2020 till November 2021. Further, Mr. Mittal held multiple position including that of Director with PricewaterhouseCoopers Private Limited from February 2015 to January, 2017. Mr. Mittal holds a post-graduate diploma in management from the Indian Institute of Management, Lucknow. He was conferred with the “Young CFO of the year” award in 2021 at the 7th National Awards for Excellence in CFO Leadership during his tenure with Gati Limited.
He currently supervises the finance and accounting departments of our Company with specific focus on corporate finance and corporate development, mergers and acquisitions, growth, risk management and financial reporting.
Anuj Kumar Sethi. Mr. Sethi was appointed as Company’s Principal Financial Officer and Principal Accounting Officer effective from October 18, 2019. He has served as a director of Yatra For Business Private Limited, TSI Yatra Private Limited, Yatra TG Stays Private Limited, and Travel.Co.In Private Limited, which are subsidiaries of Yatra India, Adventure and Nature Network Private Limited, which is a joint venture of Yatra India and also, served as Director of Asia Consolidated DMC Pte. Ltd.. Prior to joining our Company, Mr. Sethi was Sr. Director Finance at CWT India Private Ltd. He had worked with CWT India Private limited from April 2000 to December 2011. He has completed his course from the Institute of Cost and Works Accountants of India and B. Com degree from Punjab University. He ceased to be the Company’s Principal Financial Officer and Principal Accounting Officer w.e.f. November 15, 2022.
Non-Executive Directors
Murlidhara Lakshmikantha Kadaba. Mr. Kadaba has served as a non-executive member of our Board since November 2016. Mr. Kadaba is the Chairman and Managing Director of Moonbeam Capital, a proprietary venture capital firm focused on luxury, real estate, and e-commerce ventures. Mr. Kadaba has over 30 years of banking experience, with proven expertise in general management, marketing and product development across consumer banking, wealth management, consumer lending and payment products. Before becoming an entrepreneur, he served as the Group President and Chief Executive Officer of Financial Services at Reliance Payments Solutions Limited. Prior to this, Mr. Kadaba worked for American Express for eight years where he was the country manager for India and area countries. He was responsible for launching Amex’s Consumer banking franchise and several credit cards in India. Earlier, Mr. Kadaba was VP and Head of Investment Products at Citibank-India. Mr. Kadaba has served on the boards of Amcham and the Financial Planning Standards Board. He is a member of the Advisory Board of the Indian Institute of Learning Management (IILM), is an active member of Young Presidents’ Organization and a charter member of The Indus Entrepreneurs (TIE). Amongst others, Mr. Kadaba is currently serving as a Board Member of Big Tree (bookmyshow.com) and Yatra India. Mr. Kadaba is an alumnus of XRLI, Jamshedpur and is a graduate in Mechanical Engineering from Sri Jayachamarajendra, Mysore. We believe Mr. Kadaba is qualified to serve on our Board because of his knowledge of banking and finance, as well as his capital markets expertise.
Neelam Dhawan. Ms. Dhawan has served as a non-executive member of our Board since January 2019. She has been a member of the Board of ICICI Bank Limited since January 2018. She remained on the Board of Skylo Technologies from December 2020 till December 2022. She also serves as a Board Member of Capillary Technologies India Limited, Hindustan Unilever Limited, Fractal Analytics Private Limited and Capita PLC. In her previous positions, Ms. Dhawan was a Managing Director of both Microsoft and Hewlett Packard in India and had been a member of NASSCOM’s Executive Council from 2009 to 2017, where she made significant contributions to industry strategy and public policy frameworks. Ms. Dhawan also served as Vice President of Global Industries in Strategic Alliances & Inside Sales for the Asian Pacific region and Japan and for Hewlett Packard, Singapore from 2017-2018. Ms. Dhawan holds an MBA from the Faculty of Management Studies, Delhi, India. Ms. Dhawan is well qualified to serve on our Board due to her professional experience in executive positions and her service on the board of directors of other companies.
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Roshan Mendis. Mr. Mendis has served as a non-executive member of our Board since January 17, 2022. Mr. Mendis is chief commercial officer and executive vice president, Travel Solutions at Sabre. Based in London, Mr. Mendis is responsible for overseeing global commercial operations and business development for Sabre’s Travel Solutions customer portfolio - encompassing both agency and airline sales. In his previous role as chief commercial officer for Travel Network, Mr. Mendis built and developed a strong global team that oversaw sales activity for Sabre’s global agency customer base.
Prior to this, he also led the successful integration of Abacus, a leading GDS in the Asia-Pacific region, which Sabre acquired in 2015. Under his leadership, Sabre’s business in the region significantly expanded through strategic customer wins and renewals. Prior to his executive position in Travel Network, Mr. Mendis served as president of Travelocity and Zuji, both consumer-facing brands that were part of the Sabre portfolio.
A native of Sri Lanka, Mr. Mendis completed his undergraduate studies at Chaminade University of Honolulu and University of Cambridge (UK). He later earned his MBA at the Rice University in Houston, Texas. Mr. Mendis was appointed to the Board pursuant to a Cooperation agreement, dated January 17, 2022.
Stephen Schifrin. Mr. Schifrin has served as a non-executive member of our Board since May 2021. Mr. Schifrin is general counsel of Terrapin Partners, LLC, a private firm focused on public and private equity, venture capital, and special purpose acquisition company investing. Mr. Schifrin is also general counsel and chief compliance officer of Terrapin Asset Management, LLC, managing alternative investments for high-net-worth individuals and institutions, and its affiliated specialty finance lending company, TICO Management Company, LP, and general counsel for The Juice, LLC, an education technology platform seeking to solve systemic deficiencies in literacy and reading fluency. Mr. Schifrin served as corporate secretary for Terrapin 3 Acquisition Corporation, a publicly traded SPAC, from its initial public offering in July 2014 through its business combination with Yatra Online, Inc. (NASDAQ: YTRA) in December 2016. He served as an observer on the company’s board since the transaction and became a director of the company in May 2021. Mr. Schifrin was a director of Legacy Bank of Florida from 2014 through its acquisition by Seacoast Bank of Florida (NASDAQ: SBCF) in August 2021.
He received his J.D. from the University of Texas School of Law and interned for the Honorable Diana Saldaña, in the U.S. District Court for the Southern District of Texas. Mr. Schifrin received his B.A. in political science from the University of California, Santa Barbara. He is a member of the State Bar of California. We believe Mr. Schifrin is qualified to serve on our Board because of his knowledge of the capital markets and legal experience.
Michael Kaufman. Mr. Kaufman has served as a non-executive member of our Board since July 17, 2022. Michael Kaufman is the Chief Executive Officer of MAK Capital, an investment advisory firm based in New York, which he founded in 2002. He is director and Chairman of the Board of Agilysys, Inc., and serves as a director for Skyline Champion Corporation, Trailhead Biosystems and AZP, LLC. Mr. Kaufman holds a B.A. degree in Economics from the University of Chicago, where he also received his M.B.A. degree. He also earned a law degree from Yale University. Mr. Kaufman was appointed to the Board pursuant to a Cooperation agreement, dated July 17, 2022.
B. Compensation
Non-Executive Director Compensation
We pay the reasonable costs and expenses incurred in connection with attending meetings of our Board and the committees of our Board. We currently pay a $47,000 annual retainer to each of our non-executive directors who are on the Board of the Company. The Chairman of the Board is also entitled to an additional cash compensation of $12,500 per year. Our non-executive directors who serve on our audit committee, compensation committee, and nominating and corporate governance committee receive additional retainer of $10,000 per year for membership on each of the above committees. We do not have service contracts with any of our non-executive directors that provide for benefits upon termination.
Compensation of Non-executive Directors for the Fiscal year 2023 is as follows:
| Name | Compensation ($) (excluding compensation payable in terms of issuance of Ordinary Shares and sitting fees paid by Yatra India)*# | Ordinary Shares (#) | ||||||
| Murlidhara Lakshmikantha Kadaba | $ | 46,000 | 14,625 | |||||
| Neelam Dhawan | $ | 33,500 | 14,625 | |||||
| Stephen Schifrin | $ | 38,500 | 16,809 | |||||
| Roshan Mendis | $ | 33,500 | 14,625 | |||||
Michael Kaufman (w.e.f. 17th July, 2022) | $ | 16,611 | 7,193 | |||||
| Total | $ | 168,111 | 67,877 | |||||
*Includes fees in respect of Board membership, committee membership and fees payable to the Chairman of the Board. Additionally, Yatra India paid a sitting fee of INR 550,000 to Murlidhara Lakshmikantha Kadaba and INR 3,00,000 to Neelam Dhawan who are non-executive Directors on the Board of Yatra India also and hold certain committee membership therein.
# Except with respect to the cash compensation of USD 12,500 paid to the Chairman of the Board, 50% of the overall compensation entitlement for non-executive directors is paid in cash and rest is discharged by way of issuance of Ordinary Shares in the Company. These Ordinary Shares reflect the number of shares issued towards the discharge of such compensation during the financial year 2022-23 and such number of shares is determined based on the closing trading price of Company’s Ordinary Shares on NASDAQ at the end of the respective quarter.
Executive Director and Other Executive Officer Compensation
Dhruv Shringi, our executive director, was entitled to remuneration (“Gross Annual Remuneration”) of INR 31.12 million per annum, including salary, dearness allowance, perquisites and other allowances, benefits, etc. in addition to an annual performance bonus of an amount not exceeding 50% of his Gross Annual Remuneration, as of March 31, 2023. He is further entitled to gratuity, mediclaim and term life insurance etc. as per the rules of the Company. He will also be entitled to the stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”) granted by Company and perquisite value of such stock options, RSUs and PSUs forms part of the overall compensation. Mr. Shringi is also entitled to receive contribution to provident fund as per the rules of our Company, a company provided car and encashment of un-availed leaves.
The table below summarizes the total compensation paid or earned by our executive director and other executive officers for the fiscal years ended March 31, 2022, and 2023.
(INR - in Millions)
| Name | Short-term employee benefits | Contributions to defined contribution plans | Profit linked bonus | Share based payment | Total | |||||||||||||||||||||||||||||||||||
| FY 2022 | FY 2023 | FY 2022 | FY 2023 | FY 2022 | FY 2023 | FY 2022 | FY 2023 | FY 2022 | FY 2023 | |||||||||||||||||||||||||||||||
| Dhruv Shringi, Director and CEO | 27.50 | 30.55 | 0.01 | 0.02 | - | 6.77 | 80.58 | 92.81 | 108.09 | 123.38 | ||||||||||||||||||||||||||||||
| Manish Amin, Chief Information and Technology Officer. | 9.47 | 17.33 | 0.42 | 0.73 | - | 2.52 | 11.56 | 15.65 | 21.45 | 33.71 | ||||||||||||||||||||||||||||||
| Rohan Mittal, Group CFO (appointed w.e.f. September 8, 2022) | NA | 8.46 | NA | 0.36 | NA | - | NA | 3.94 | NA | 12.76 | ||||||||||||||||||||||||||||||
The outstanding Stock Options, RSUs and PSUs held by our executive director and other current executive officers as on March 31, 2023 are set forth in table below:
| S. No. | Grant
Date (Month and Year) | Vesting Commencement Date | Type of Awards | Dhruv
Shringi (Director and CEO) | Manish
Amin (Chief Information and Technology Officer) | Rohan
Mittal (Group CFO) | ||||||||||||||||||||||||||||||||||||||||
| Grant | Outstanding | Exercise Price | Grant | Outstanding | Exercise Price | Grant | Outstanding | Exercise Price | ||||||||||||||||||||||||||||||||||||||
| 1 | September, 2014 | September 1, 2013 | Stock Option (1) | 1,72,836 | 1,72,836 | $ | 4.34 | 17,284 | 17,284 | $ | 4.34 | - | - | - | ||||||||||||||||||||||||||||||||
| 2 | June, 2020 | July 1, 2020 | RSUs* | 4,43,291 | 1,38,533 | - | 91,304 | 28,538 | - | - | - | - | ||||||||||||||||||||||||||||||||||
| 3 | June, 2020 | - | PSUs **(2) | 10,23,018 | 2,55,754 | - | 89,514 | 22,378 | - | - | - | - | ||||||||||||||||||||||||||||||||||
| 4 | June, 2020 | - | PSUs**(3) | 3,47,147 | 3,47,147 | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||
| 5 | June, 2021 | April 1, 2021 | RSUs* | 4,00,000 | 2,00,000 | - | 1,05,000 | 52,500 | - | - | - | - | ||||||||||||||||||||||||||||||||||
| 6 | June, 2021 | - | PSUs**(4) | 10,25,641 | 7,69,231 | - | 89,514 | 67,135 | - | - | - | - | ||||||||||||||||||||||||||||||||||
| 7 | May, 2022 | April 1, 2022 | RSUs* | 4,00,000 | 3,00,000 | - | 1,05,000 | 78,750 | - | - | - | - | ||||||||||||||||||||||||||||||||||
| 8 | May, 2022 | - | PSUs**(5) | 10,25,641 | 7,69,231 | - | 89,514 | 67,135 | - | - | - | - | ||||||||||||||||||||||||||||||||||
| 9 | September, 2022 | October 1, 2022 | RSUs* | - | - | - | - | - | - | 44,000 | 38,500 | - | ||||||||||||||||||||||||||||||||||
* RSUs vest equally on a monthly basis for a period of four years, beginning from vesting commencement date and on the first day of every calendar month thereafter, subject to the 2016 Stock Option and Incentive Plan (the “2016 Plan”).
**The vesting of the PSUs is linked to the performance of the Company’s share price and the PSUs will vest and be earned if the 20-day volume weighted average price of the Company’s Ordinary Shares equals or exceeds the applicable PSU trigger price. PSUs are distributed equally amongst the respective trigger price points and expire four years from the date of grant.
| 1. | Granted under 2006 India Share Plan (the “2006 Plan”) with an expiry date of September 4, 2024. The number of Ordinary Shares underlying the stock options takes into account a 5.4242194-for-one adjustment and a corresponding adjustment to the exercise prices of such options. |
| 2. | The trigger price points are $1.80, $2.10, $2.40 and $3.00. PSUs with trigger price points of $1.80, $2.10 and $2.40 vested during FY 20-21. |
| 3. | The trigger price points are $5.00, $6.00, $7.00 and $10.00, none of which have been achieved. |
| 4. | The trigger price points are $2.50, $3.00, $3.50 and $4.00 and PSUs with a trigger price point of $2.50 vested during FY 22-23. |
| 5. | The trigger price points are $2.50, $3.00, $3.50 and $4.00 and PSUs with a trigger price point of $2.50 vested during FY 22-23. |
Total number of Stock Options, RSUs and PSUs granted till date of this report, in fiscal year 2024, to executive officers of the Company are set forth in table below:
| S. No. | Grant
Date (Month and Year) | Vesting Commencement Date | Type of Awards | Dhruv
Shringi (Director and CEO) | Manish
Amin (Chief Information and Technology Officer) | Rohan
Mittal (Group CFO) | ||||||||||||||||||||||||||||||||||||||
| Grant | Outstanding | Exercise Price | Grant | Outstanding | Exercise Price | Grant | Outstanding | Exercise Price | ||||||||||||||||||||||||||||||||||||
| 1 | July, 2023 | April 1, 2023 | RSUs (1) | 3,00,000 | 3,00,000 | - | 78,750 | 78,750 | - | 33,750 | 33,750 | - | ||||||||||||||||||||||||||||||||
| 2 | July, 2023 | September 1, 2023 | RSUs (2) | 76,806 | 76,806 | - | 31,041 | 31,041 | - | 24,681 | 24,681 | - | ||||||||||||||||||||||||||||||||
| 3 | July, 2023 | - | PSUs (3) | 10,25,640 | 10,25,640 | - | 89,516 | 89,516 | - | 31,968 | 31,968 | - | ||||||||||||||||||||||||||||||||
| 1. | These RSUs vest equally on a monthly basis for a period of three years, beginning from vesting commencement date and on first day of every calendar month thereafter, subject to 2016 Stock Option and Incentive Plan. |
| 2. | These RSUs vest in full on September 1, 2023, subject to 2016 Stock Option and Incentive Plan. |
| 3. | The vesting of the PSUs is linked to the performance of the Company’s share price and the PSUs will vest and be earned if the 20-day volume weighted average price of the Company’s Ordinary Shares equals or exceeds the applicable trigger price point of $2.75, $3.25, $3.75 or $4.25. PSUs are distributed equally amongst the respective trigger price points and expire four years from the date of grant. |
Upon the occurrence of a change of control as defined in 2006 Plan, the 2006 Plan provides that each outstanding option or share purchase right will be assumed, or an equivalent option or right will be substituted by the successor corporation or a parent or subsidiary of such successor corporation, unless the successor corporation does not agree to assume the award or to substitute an equivalent option or right, in which case such option or share purchase right will terminate upon the consummation of the change of control transaction.
Further, in the case of and subject to the consummation of a Sale Event, as defined in 2016 Plan, all awards under the Plan with time-based vesting, conditions or restrictions shall become fully vested and non-forfeitable as of the effective time of the Sale Event unless there is assumption, continuation or substitution of such awards with new awards of the successor entity or parent thereof, and all awards with conditions and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a Sale Event in the administrator of the 2016 Plan’s discretion or to the extent specified in the relevant award certificate.
For option grants to senior management, see “-Share Options and Restricted Stock Awards” below.
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Share Options and Restricted Stock Awards.
The Company also granted 203,194 stock options to certain employees of the Company on November 14, 2017. These stock options vest over a four-year period in equal quarterly installments, beginning on February 1, 2018, and finishing on November 1, 2021.
The Company also granted 21,769 stock options to certain employees of the Company on August 7, 2018. These stock options vest over a period of one year and four months in equal monthly installments commencing from first vesting on September 1, 2018, equivalent to one-sixteenth of the total number of stock options, with the last such vesting on June 1, 2022.
The Company has also granted 687,857 RSUs and 1,609,934 Performance Stock Units or PSUs to certain employees of the Company in June, 2020. These RSUs vest over a period of four years in equal monthly installments commencing from first vesting on July 1, 2020, with last such vesting on June 30, 2024. The vesting of the PSUs is linked to the performance of the Yatra share price and the trigger price points range from $1.80 to $10.00.
The Company has also granted 4,90,770 stock options to certain employees of the Company in January 2021. These stock options vest over a period of four years in equal quarterly installments commencing from first vesting on January 1, 2021, equivalent to one-sixteenth of the total number of shares underlying these stock options, with the last such vesting on October 1, 2024.
The Company also granted 692,000 RSUs and 1,280,154 PSUs to certain employees of the Company in June, 2021. These RSUs will vest over a period of four years in equal monthly installments commencing from first vesting on April 1, 2021, with last such vesting on March 1, 2025. The vesting of the PSUs is linked to the performance of the Yatra share price and the trigger price points range from $2.50 to $4.00.
The Company also granted 649,500 RSUs and 1,248,185 PSUs to certain employees of the Company in May 19, 2022. These RSUs will vest over a period of four years in equal monthly installments commencing from first vesting on April 1, 2022, with last such vesting on March 1, 2026. The vesting of the PSUs is linked to the performance of the Yatra share price and the trigger price points range from $2.50 to $4.00.
The Company also granted 84,000 RSUs to certain persons of the Company in September 20, 2022. These RSUs will vest over a period of four years in equal monthly installments commencing from first vesting on October 1, 2022, with last such vesting on September 1, 2026.
The Company also granted 167,873 RSUs to certain employees of the Company in July 20, 2023. These RSUs will vest in full on September 01, 2023.
The Company also granted 475,876 RSUs and 1,248,184 PSUs to certain employees of the Company in July 20, 2023. These RSUs will vest over a period of three years in equal monthly installments commencing from first vesting on April 1, 2023, with last such vesting on March 1, 2026. The vesting of the PSUs is linked to the performance of the Yatra share price and the trigger price points range from $2.75 to $4.25.
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2006 Plan
Our Board of directors adopted the Yatra Online 2006 India Share Plan (“2006”) Plan to attract and retain appropriate personnel in our employment, to incentivize our employees and consultants and to promote the success of our business.
The 2006 Plan is administered by the compensation committee of our Board. Among other things, our compensation committee determines the terms and conditions of each option grant, including, but not limited to, the number of shares underlying options, exercise price, vesting period, exercise period, the fair market value of ordinary shares, forfeiture provisions, adjustments to be made to the number of shares underlying options and exercise price in the event of a change in capital structure or other corporate action, and satisfaction of any performance conditions.
We may grant awards to any of our employees, consultants, or directors. The plan administrator determines the individuals eligible to participate in the 2006 Plan in accordance with criteria laid down by our Board from time to time. Under the 2006 Plan, we have reserved an aggregate of 1,316,765 of our Ordinary Shares.
Upon the occurrence of a change of control of our Company, the 2006 Plan provides that each outstanding option or share purchase right will be assumed, or an equivalent option or right will be substituted by the successor corporation or a parent or subsidiary of such successor corporation, unless the successor corporation does not agree to assume the award or to substitute an equivalent option or right, in which case such option or share purchase right will terminate upon the consummation of the change of control transaction. As on the date of this annual report, all the options granted under this plan are vested.
2016 Plan
On December 13, 2016, our Board approved the 2016 Stock Option and Incentive Plan (“2016”) Plan and on December 15, 2016, our shareholders approved the 2016 Plan. The 2016 Plan enables our Company to make equity-based awards to its officers, employees, non-employee directors and consultants. The 2016 Plan provides for the grant of incentive share options, non-qualified share options, share appreciation rights, RSA, RSU, unrestricted share awards, cash-based awards, performance share awards and dividend equivalent rights. As of March 31, 2023, we have reserved for issuance 7,671,517 authorized but unissued ordinary shares under the 2016 Plan, which shares are subject to an annual increase on January 1 of each year equal to three percent of the number of shares issued and outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2016 Plan. The 2016 Plan limits the number or value of shares that may be granted to any participant in any one calendar year, among other limits.
Cash Incentive Bonus Plan
On December 13, 2016, our Board adopted the Senior Executive Cash Incentive Bonus Plan, or the Bonus Plan. The Bonus Plan provides for cash bonus payments based upon the attainment of performance targets established by the compensation committee. The payment targets will be related to financial and operational measures or objectives with respect to our Company, which we refer to as corporate performance goals, as well as individual performance objectives.
The compensation committee may select corporate performance goals from among the following: total shareholder return; gross booking value; Adjusted Margin; EBITDA; share compensation expense; net income (loss) (either before or after interest, taxes, depreciation and/or amortization); changes in the market price of our Ordinary Shares; economic value added; funds from operations or similar measure; sales, revenue or market share; acquisitions or strategic transactions; operating income (loss); cash flow (including, but not limited to, operating cash flow and free cash flow); return on capital, assets, equity or investment; return on sales, gross or net profit levels; productivity; expense margins; operating efficiency; customer satisfaction; working capital; earnings (loss) per share; and the number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group.
Each executive officer who is selected to participate in the Bonus Plan will have a target bonus opportunity set for each performance period. The Bonus Plan also permits the compensation committee to approve additional bonuses to executive officers in its sole discretion.
As of March 31, 2023, no cash incentive bonus has been granted.
In addition to the Bonus Plan described above, each of our executive officers is also entitled to receive a performance-linked bonus, or PLB, as part of his remuneration, based on the attainment of certain specific performance goals. We have historically paid a PLB to our executive officers and certain other employees.
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Outstanding Options
During the fiscal year 2023, we have granted Nil stock options (March 31, 2022: Nil and March 31, 2021: Nil) to our directors and executive officers. As of March 31, 2023, outstanding options to purchase 199,620 ordinary shares were held by our directors and executive officers as set forth in the following table.
Shares Underlying Outstanding Options | Exercise Price | Grant Date | Expiry Date | |||||||
| 190,120 | $ | 4.34 | August 1, 2014 | July 29, 2024 | ||||||
Outstanding RSAs, RSUs and PSUs
During the year ended March 31, 2021, 654,142 RSUs and 1,459,679 PSUs were granted under our 2016 Plan to our directors and executive officers, of which 1,321,471 fully vested as of March 31, 2023. The outstanding RSUs and PSUs to our directors and executive officers as of March 31, 2023, are as set forth in the following table:
| Total RSUs and PSUs Granted in Fiscal Year 2021 | Shares Underlying Outstanding RSUs and PSUs | |||
| 1,994,274 | 792,350 | |||
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During the year ended March 31, 2022, 626,034 RSUs and 1,115,155 PSUs were granted under our 2016 Plan to our directors and executive officers, of which 652,323 fully vested as of March 31, 2023. The outstanding RSUs and PSUs to our directors and executive officers as of March 31, 2023, are as set forth in the following table:
| Total RSUs and PSUs Granted in Fiscal Year 2022 | Shares Underlying Outstanding RSUs and PSUs | |||
| 1,620,155 | 1,088,866 | |||
During the year ended March 31, 2023, 616,877 RSUs and 1,115,155 PSUs were granted under our 2016 Plan to our directors and executive officers, of which 478,416 fully vested as of March 31, 2023. The outstanding RSUs and PSUs to our directors and executive officers as of March 31, 2023 are as set forth in the following table:
| Total RSUs and PSUs Granted in Fiscal Year 2023 | Shares Underlying Outstanding RSUs and PSUs | |||
| 1,732,032 | 1,253,616 | |||
Employee Benefit Plans
We maintain employee benefit plans in the form of certain statutory and incentive plans covering substantially all of our employees. For fiscal years 2021, 2022 and 2023, the aggregate amount set aside or accrued by us to provide for pension or retirement benefits for all our employees (including our directors and executive officers), which amount consists of the Provident Fund and gratuity disclosed below, was INR 44.6 million, INR 51.8 million and INR 58.6 million, respectively.
Provident Fund
In accordance with Indian law, all our employees in India are entitled to receive benefits under the Employees’ Provident Fund Scheme, 1952, as amended, a retirement benefit scheme under which an amount equal to 12% of the basic salary of an employee is contributed both by the employer and the employee in a government fund. We make a monthly deposit to a government fund and have contributed an aggregate of INR 30.3 million, INR 37.9 million and INR 47.3 million in fiscal years 2021, 2022 and 2023, respectively.
Gratuity
In accordance with Indian law, we pay gratuity to our eligible employees in India. Under our gratuity plan, an employee is entitled to receive a gratuity payment on the termination of his or her employment if the employee has rendered continuous service to our Company for not less than five years, or if the termination of employment is due to death or disability. The amount of gratuity payable to an eligible employee is equal to 15 days’ salary for every year of employment (or any portion of a year exceeding six months), and currently as per the Payment of Gratuity Act of 1972, the maximum amount of gratuity payable is INR 2 million. We have paid gratuity to our employees in the aggregate amount of INR 14.3 million, INR 13.9 million and INR 11.3 million in fiscal years 2021, 2022 and 2023, respectively.
Employment Agreements with Executive Officers
We have entered into employment agreements with certain of our key employees.
Mr. Shringi entered into an employment agreement with us on January 1, 2006. The agreement contains customary provisions regarding non-competition, non-solicitation, confidentiality of information and assignment of inventions. We and Mr. Shringi are each obligated to provide the other party with three months’ written notice to terminate the employment relationship. Alternatively, in lieu of providing three months’ notice, we may elect to pay Mr. Shringi a lump sum equal to his salary for the notice period. Such notice period and termination benefits do not apply in the event that agreement with Mr. Shringi is terminated by us for any one of the reasons enumerated in the agreement.
Pursuant to such agreement, in the event Mr. Shringi’s employment is terminated by us without cause, as such term is defined in the agreement, he will be entitled to receive a severance payment equal to three months’ of his salary. In the event such termination occurs in connection with or after a change of control, he will be entitled to receive a severance payment of equal to six months’ of his salary. Receipt of the severance payments described above is conditioned upon the execution and effectiveness of a general release of claims in Yatra’s favor.
Mr. Amin has also entered into employment agreement with us, which contains customary provisions regarding non-competition, non-solicitation, confidentiality of information and assignment of inventions. We and Mr. Amin are each obligated to provide the other party with three months’ written notice to terminate the employment relationship. Alternatively, in lieu of providing three months’ notice, we may elect to pay Mr. Amin a lump sum equal to his salary for the notice period. Such notice period and termination benefits do not apply in the event that employment agreement with Mr. Amin is terminated by us for any one of the reasons enumerated in the agreement.
Mr. Mittal has also entered into employment agreement with us, which contains customary provisions regarding non-competition, non-solicitation, confidentiality of information and assignment of inventions. We and Mr. Mittal are each obligated to provide the other party with three months’ written notice to terminate the employment relationship. Alternatively, in lieu of providing three months’ notice, we may elect to pay Mr. Mittal a lump sum equal to his salary for the notice period. Such notice period and termination benefits do not apply in the event that employment agreement with Mr. Mittal is terminated by us for any one of the reasons enumerated in the agreement.
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C. Board Practices
Board of Directors
Our Board of directors is comprised of six directors, at least a majority of whom qualify as “independent” directors under the listing standards for independence of Nasdaq and Rule 10A-3 under the Exchange Act. Our Board of directors has determined that the following directors are independent: Stephen Schifrin, Murlidhara Lakshmikantha Kadaba, Roshan Mendis, Neelam Dhawan and Michael Kaufman.
On January 17, 2022, the Company entered into a Cooperation Agreement with The 2020 Timothy J. Maguire Investment Trust regarding, among other matters, the composition of the Board. Pursuant to the Maguire Cooperation Agreement, the Company agreed and appointed, Mr. Roshan Mendis as Director on the Board.
On July 17, 2022, the Company entered into a Cooperation Agreement with MAK Capital One L.L.C. regarding, among other matters, the composition of the Board. Pursuant to the MAK Cooperation Agreement, the Company agreed and appointed, Mr. Michael Kaufman as Director on the Board.
Our Articles of Association provide for a board of directors consisting of no less than one director, with all directors divided into three classes with staggered three-year terms. At each annual general meeting of our shareholders, the election or re-election of directors following the expiration of the term of office of the directors of that class of directors will be for a term of office that expires at the third annual general meeting following such election or re-election. Each director so elected will hold office until the annual general meeting of our shareholders for the year in which his or her term expires, unless the tenure of such director expires earlier pursuant to the Companies Law or unless he or she resigns on his or her own or is removed from office as described below.
● the Class I directors are Roshan Mendis, Michael Kaufman and Neelam Dhawan and their terms will expire at our annual meeting of shareholders to be held in 2023;
● the Class II directors are Stephen Schifrin and Murlidhara Lakshmikantha Kadaba, and their terms will expire at our annual meeting of shareholders to be held in 2024; and
● the Class III director is Dhruv Shringi and his term will expire at our annual meeting of shareholders to be held in 2025.
A director may be re-elected to serve for an unlimited number of terms. As a result of the staggered terms, not all of our directors will be elected in any given year.
The directors are appointed at the general meeting of shareholders. A director may be removed for cause by a resolution passed by a majority of the votes cast by those present in person or by proxy at a meeting and who are entitled to vote. Our Board may also, in certain circumstances, appoint additional directors. In addition, the Terrapin Sponsors and certain of our investors and executive officers, in certain circumstances, will have the right to designate individuals to be nominated for election to serve as our directors and to appoint at least one director to serve on each committee of our Board. Each of MIHI LLC and the Terrapin Sponsors shall also have the right to designate one representative to attend our Board meetings in a nonvoting observer capacity. MIHI LLC and the Terrapin Sponsors shall cease to have board observation rights when they no longer own at least 5% of our outstanding ordinary shares.
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The primary responsibility of the executive director, Dhruv Shringi, is to manage our Company. The primary responsibility of the non-executive directors is to supervise the policies of the executive director and senior management and the affairs of our Company and our affiliated enterprises. In addition, the non-executive directors assist the executive director and senior management by providing advice.
Executive officers are selected by and serve at the discretion of the Board.
Committees of the Board of Directors
We have an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may establish other committees as it deems necessary or appropriate from time to time.
Audit Committee
The current members of our audit committee are Murlidhara Kadaba, Stephen Schifrin and Roshan Mendis with Mr. Kadaba serving as its chairman. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq and all members of our audit committee are “independent” as that term is defined in the Nasdaq Listing Rules. Our Board has determined that we have at least one audit committee financial expert serving on the audit committee i.e. Mr. Murlidhara Kadaba. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq. Our audit committee’s responsibilities include:
| ● | overseeing our corporate accounting and financial reporting process; | |
| ● | evaluating the independent auditors’ qualifications, independence and performance; | |
| ● | determining the engagement of the independent auditors; | |
| ● | reviewing and approving the scope of the annual audit and the audit fee; | |
| ● | discussing with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements; | |
| ● | approving the retention of the independent auditors to perform any proposed permissible non-audit services; | |
| ● | monitoring the rotation of partners of the independent auditors on our engagement team as required by law; | |
| ● | reviewing our critical accounting policies and estimates; | |
| ● | overseeing our internal audit function; and | |
| ● | annually reviewing the audit committee charter and review of the audit committee’s performance, at such intervals as may be required from time to time. |
The audit committee operates under a written charter adopted by our Board, a current copy of which is available on our website at www.yatra.com.
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Compensation Committee
The current members of our compensation committee are Neelam Dhawan, Michael Kaufman (w.e.f. May 26, 2023), Stephen Schifrin, Mr. Murlidhara Kadaba (was a member until May 25, 2023). Our Board of directors has determined that all members of our Compensation Committee are “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act and “outside directors” for purposes of Section 162(m) of the Code. Our compensation committee reviews and recommends policies relating to compensation and benefits of its officers and employees. The compensation committee’s responsibilities include:
| ● | reviewing and approving corporate goals and objectives relevant to compensation of our chief executive officer; | |
| ● | evaluating the performance of our chief executive officer in light of those goals and objectives; | |
| ● | setting the compensation of our chief executive officer based on such evaluations; | |
| ● | determining the compensation of all our executive officers other than the chief executive officer and reviewing periodically the aggregate amount of compensation being paid or potentially payable to the Company’s officers; | |
| ● | reviewing and making recommendations to the Board with regard to incentive-based compensation plans and equity-based plans for the Company’s executive officers; and | |
| ● | reviewing and evaluating, at such intervals as may be required from time to time, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter. |
The compensation committee operates under a written charter adopted by our Board, a current copy of which is available on our website at www.yatra.com.
Nominating and Corporate Governance Committee
The current members of our nominating and corporate governance committee are Stephen Schifrin, Roshan Mendis and Ms. Neelam Dhawan with Ms. Dhawan serving as its chairperson. The nominating and corporate governance committee’s responsibilities include:
| ● | making recommendations to our Board regarding candidates for directorships and the structure and composition of our Board; | |
| ● | recommending to the Board criteria for Board and committee membership; | |
| ● | developing and recommending to the Board a set of corporate governance guidelines applicable to the Company, periodically reviewing such guidelines and recommending any changes thereto; | |
| ● | overseeing the evaluation of the Board and management; | |
| ● | reporting and making recommendations to our Board concerning governance matters; and | |
| ● | reviewing and evaluating, at such intervals as may be required from time to time, the performance of the nominating and corporate governance committee. |
The nominating and corporate governance committee operates under a written charter adopted by our Board, a current copy of which is available on our website at www.yatra.com.
Foreign Private Issuer Exemptions
We are a “foreign private issuer” under the securities laws of the United States and the rules of the Nasdaq. Under the securities laws of the United States, “foreign private issuers” are subject to different disclosure requirements than U.S. domiciled registrants. We intend to take all actions necessary to maintain compliance as a foreign private issuer under the applicable corporate governance requirements of the Sarbanes-Oxley Act of 2002, the rules adopted by the SEC and under the Nasdaq’s listing standards. Under the Nasdaq rules, a “foreign private issuer” is subject to less stringent corporate governance requirements. Subject to certain exceptions, the rules of the Nasdaq permit a “foreign private issuer” to follow its home country practice in lieu of the listing requirements of Nasdaq. Accordingly, in the future you may not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
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Corporate Governance Guidelines
Our Board of directors has approved a set of general guidelines that provide the framework for our corporate governance. The Board will review these guidelines and other aspects of our corporate governance periodically, as necessary. Our Corporate Governance Guidelines can be found on our website at www.yatra.com.
Code of Business Conduct and Ethics
Our Board has adopted a Code of Business Conduct and Ethics, or the Code of Conduct. Our Code of Conduct documents the principles of conduct and ethics to be followed by our directors, officers and employees when conducting our business and performing their day-to-day duties. The purpose of our Code of Conduct is to promote honest and ethical conduct, compliance with applicable governmental rules and regulations, prompt internal reporting of violations of the Code of Conduct and a culture of honesty and accountability. A copy of the Code of Conduct has been provided to each of our directors, officers and employees who are required to acknowledge that they have received and will comply with the Code of Conduct. We intend to disclose any material amendments to the code, or any waivers of its requirements, in our public SEC filings and/or on our website in accordance with applicable SEC and Nasdaq rules and regulations. Our Code of Conduct can be found on our website at www.yatra.com.
Board Diversity
The table below sets forth the board diversity matrix of our board of directors as of the date of this Annual Report:
| Board Diversity Matrix | ||||||||
| Country of Principal Executive Offices: | India | |||||||
| Foreign Private Issuer | Yes | |||||||
| Disclosure Prohibited under Home Country Law | No | |||||||
| Total Number of Directors | 6 | |||||||
| Female | Male | Non- Binary | Did Not Disclose Gender | |||||
| Part I: Gender Identity | ||||||||
| Directors | 1 | 4 | 0 | 1 | ||||
| Part II: Demographic Background | ||||||||
| Underrepresented Individual in Home Country Jurisdiction | 0 | |||||||
| LGBTQ+ | 0 | |||||||
| Did Not Disclose Demographic Background | 1 | |||||||
D. Employees
See “Item 4. Information on the Company-B. Business Overview-Employees.”
E. Share Ownership
The following table sets forth the beneficial ownership of:
| ● | each person who, to our knowledge, is the beneficial owner of more than 5% of our outstanding share capital; | |
| ● | each of our present directors; | |
| ● | each of our executive officers serving during the 2023 fiscal year; and | |
| ● | all of our current directors and executive officers as a group. |
Beneficial ownership has been determined as of March 31, 2023. Except as otherwise indicated, each person or entity named in the table is expected to have sole voting and investment power with respect to all shares attributable to such person. Beneficial ownership for the purposes of this table is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we included shares issuable pursuant to options and/or warrants held by that person that are currently exercisable or that are exercisable within 60 days. These shares, however, were not deemed outstanding for the purpose of computing the percentage ownership of any other person.
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The information presented in the table below is based on 63,629,035 of our Ordinary Shares issued and outstanding on March 31, 2023 and assumes the conversion into Ordinary Shares of all (i) Yatra USA Class F Shares, (ii) Class A non-voting Shares and (iii) Class F Shares.
| Name of Beneficial Owners(1) | Number of Shares Beneficially Owned | Percentage of Outstanding Shares | ||||||
| 5% Shareholders: | ||||||||
| Entities Affiliated MAK Capital One L.L.C.(6) | 12,170,301 | 19.13 | % | |||||
| Entities Affiliated with Altai Capital Management, LLC(3) | 4,777,984 | 7.51 | % | |||||
| Entities Affiliated with Nathan Leight(2) | 3,680,442 | 5.78 | % | |||||
| Entities Affiliated with The 2020 Timothy J. Maguire Investment Trust (4) | 4,525,357 | 7.11 | % | |||||
| Entities Affiliated with Catamount Strategic Advisors, LLC(5) | 3,578,809 | 5.62 | % | |||||
| Executive Officers and Directors: | ||||||||
| Michael Kaufman (6) (7) | 12,177,494 | 19.14 | % | |||||
| Dhruv Shringi(8) | 2,315,347 | 3.63 | % | |||||
| Manish Amin(9) | 8,76,411 | 1.38 | % | |||||
| Murlidhara Lakshmikantha Kadaba(10) | 58,353 | [* ] | % | |||||
| Neelam Dhawan(11) | 71,553 | [* ] | % | |||||
| Roshan Mendis(12) | 20,531 | [* ] | % | |||||
| Stephen Schifrin(13) | 1,34,415 | [* ] | % | |||||
| Rohan Mittal (14) | 7,334 | [* ] | % | |||||
| All directors and officers as a group (8 persons) | 15,661,438 | 24.60 | % | |||||
*Less than 1 percent.
(1) Unless otherwise noted, the business address of each of the persons and entities listed above is c/o Yatra Online, Inc., Gulf Adiba, Plot No. 272, 4th Floor, Udyog Vihar, Phase II, Sector-20, Gurugram, Haryana-122008, India, India.
(2) Based on the Schedule 13G/A filed with the SEC on February 13, 2023 Represents (i) 401,000 Ordinary Shares held by Apple Orange LLC; (ii) 1,215,744 Class F Shares held by Apple Orange LLC convertible into 1,215,744 Ordinary Shares; (iii) 28,030 Class F Shares held by Terrapin Green convertible into 28,030 Ordinary Shares; (iv) 422,668 Class F Shares held by Terrapin Partners Employee Partnership 3, LLC (“Terrapin Employee Partnership”) convertible into 422,668 Ordinary Shares; (v) 557,500 Ordinary Shares held by the Trust; (vi) 550,000 Ordinary Shares held by Argyle; (vii) 327,000 Ordinary Shares held by Candlemaker; (viii) 158,500 Ordinary Shares held by We Deserve Better, LLC; and (x) 20,000 Ordinary Shares held directly by Nathan Leight. Mr. Leight is the sole managing member of (a) Apple Orange LLC, which is the sole managing member of Terrapin Green, (b) Candlemaker Management LLC, which is the general partner of Candlemaker, (c) We Deserve Better, LLC, and (d) Terrapin Employee Partnership and Mr. Leight has sole voting and dispositive control over securities held by Apple Orange LLC, Candlemaker, We Deserve Better, LLC, Terrapin Green, and Terrapin Employee Partnership. Mr. Leight’s children are the beneficiaries of the Trust and his wife is the trustee. The Trust is the sole managing member of Argyle and has sole voting and dispositive control over the securities held by Argyle. Mr. Leight may be deemed the beneficial owner of the securities held by Apple Orange LLC, Terrapin Green, Terrapin Employee Partnership, the Trust, Argyle, Candlemaker, and We Deserve Better, LLC. Mr. Leight disclaims beneficial ownership of such securities except to the extent of his respective pecuniary interest therein. The principal business address of each of the Reporting Persons is 3725 Leafy Way, Miami, Florida 33133.
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(3) Based solely on the Schedule 13G/A filed on February 28, 2023with the SEC by Altai Capital Management, L.P. (the “Investment Manager”), Altai Capital Management, LLC (“IMGP”) and Rishi Bajaj. Consists of 4,777,984 Ordinary Shares held for the account of Altai Capital Osprey, LLC (“Osprey”) and accounts separately managed by Investment Manager (the “Separately Managed Accounts”). Investment Manager serves as investment manager to each of Osprey and the Separately Managed Accounts. Each of Investment Manager, IMGP and Mr. Bajaj may be deemed to have voting and dispositive power over the Ordinary Shares held for the account of Osprey and the Separately Managed Accounts. During the fiscal year ending in March 31, 2023, holding of the Entities Affiliated with Altai Capital Management, L.P reduced from 7.79% to 7.51% of the Company’s Equity Securities. The business address of Investment Manager, IMGP and Mr. Bajaj is 4675 MacArthur Court, Suite 1500, Newport Beach, California 92660.
(4) Based solely on the Schedule 13D filed with the SEC on April 8, 2021 and the Schedule 13D/A filed May 13, 2021, July 27, 2021 and January 24, 2022 by (i) The 2020 Timothy J. Maguire Investment Trust (the “2020 Maguire Investment Trust”), (ii) Christopher J. Maguire, (iii) Megan Maguire Nicoletti and (iv)Timothy J. Maguire. Mr. Christopher J. Maguire and Ms. Nicoletti, as members of the Investment Committee of the 2020 Maguire Investment Trust, may be deemed to beneficially own the Shares beneficially owned by the 2020 Maguire Investment Trust. Mr. Timothy J. Maguire, as the investment manager of the 2020 Maguire Investment Trust, may be deemed to beneficially own the Shares beneficially owned by the 2020 Maguire Investment Trust. Each Reporting Person disclaims beneficial ownership with respect to any Shares other than the Shares owned directly by such Reporting Person. Mr. Christopher J. Maguire and Ms. Nicoletti have the shared power to vote or direct the vote of the Shares reported owned by the 2020 Maguire Investment Trust. Mr. Timothy J. Maguire has the sole power to dispose or direct the disposition of the Shares reported owned by the 2020 Maguire Investment Trust.
(5) Based solely on the Schedule 13D filed with the SEC on May 25, 2021 by (i) Catamount Strategic Advisors, LLC, (ii) Cobb Sadler and (iii) Catamount Fund, LP. Catamount has sole voting and dispositive power over the Shares held by Catamount Fund, LP. Mr. Sadler has sole voting and dispositive power over the Ordinary Shares reported by him.
(6) Based on the Schedule 13D/A filed with the SEC by MAK Capital One L.L.C. (“MAK Capital”), Michael A. Kaufman (“Mr. Kaufman”) and MAK Capital Fund LP (“MAK Fund”) on July 18, 2022 Consists of 12,170,301 Ordinary Shares. During the fiscal year ending in March 31, 2023, the Entities Affiliated MAK Capital One L.L.C. increased their holdings to 19.13% of the Company’s Equity Securities. The principal business address of (i) MAK Capital and Mr. Kaufman is 590 Madison Avenue, Suite 2401, New York, NY 10022; and (ii) MAK Fund is c/o Wakefield Quin, Victoria Place, 31 Victoria Street, Bermuda.
(7) Consists of 12,177,494 Ordinary shares. These include (i) 12,170,301 Ordinary Shares held by MAK Capital One L.L.C. (“MAK Capital”), Michael A. Kaufman (“Mr. Kaufman”) and MAK Capital Fund LP (“MAK Fund”) for which they have shared voting and dispositive power based on the Schedule 13D/A filed with the SEC on July 18, 2022 and (ii) 7,193 Ordinary Shares held by Michael Kaufman.
(8) Consists of 2,090,706 Ordinary Shares and 224,641 Ordinary Shares underlying RSUs and ESOPs that have vested or will vest within 60 days of March 31, 2023.
(9) Consists of 846,573 Ordinary Shares and 29,838 Ordinary Shares underlying RSUs and ESOPs that have vested or will vest within 60 days of March 31, 2023.
(10) Consists of 58,353 Ordinary shares.
(11) Consists of 71,553 Ordinary Shares.
(12) Consists of 20,531 Ordinary Shares.
(13) Consists of 48,086 Ordinary Shares and 50,000 Class F Shares. In addition, he is a Investment Manager of a Company in which he has no economic interest that owns an additional 36,329 shares and has disclaimed any beneficial interest in such 36,329 additional shares.
(14) Consist of 5,500 Ordinary Shares and 1,834 Ordinary Shares underlying RSUs that will vest within 60 days of March 31, 2023.
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Significant Changes
To our knowledge, the Company is not directly or indirectly owned or controlled by another corporation, by any foreign government or by any other natural or legal person severally or jointly.
As of June 30, 2023, we estimate that:
| ● | approximately 92% of our outstanding ordinary shares were held in the United States by 13 holders of record (the United States record holders include Cede & Co., the nominee of the Depositary Trust Company), | |
| ● | approximately 100% of our outstanding Class F Shares were held in the United States by approximately 16 holders of record, and | |
| ● | approximately 100% of our outstanding Class A Shares were held in the United States by 2 holders of record. |
The holders of Ordinary Shares that are U.S. residence of record listed herein may not be representative of the actual number of beneficial owners or where the beneficial owners have residence because holders of Ordinary Shares and Company securities may be held in street name by brokers and other nominees.
F. Disclosure of a registrant’s action to recover erroneously awarded compensation
Not applicable.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
See “Item 6. Directors, Senior Management and Employees-E. Share Ownership.”
B. Related Party Transactions
Our audit committee charter requires our audit committee to review all related party transactions on an ongoing basis and for all such transactions to be approved by our audit committee. The following is a summary of our related party transactions.
Preload Agreement with Reliance Retail Ltd.
On September 26, 2016, Yatra India and Yatra Online, Inc. entered into a preload agreement (“Preload Agreement”) with Reliance Retail Ltd (“Reliance Retail”). Pursuant to the Preload Agreement, Reliance Retail Ltd. had agreed to pre-install the Yatra mobile applications on Reliance Jio LYF smartphones for consideration to be settled in Equity Shares of Yatra India. Any invoiced amounts by Reliance Retail, will bear interest at a rate of 15% per year from the date of invoice until the date of equity settlement. The agreement remained in effect until September 5, 2019.
On May 16, 2020, Yatra India and Yatra Online, Inc. entered into a share subscription agreement (“Share Subscription Agreement”) with Reliance Retail, whereas Yatra India agreed to pay Reliance through the issuance of Equity Shares of Yatra India, which was swappable into the Ordinary Shares of the Company pursuant to the terms of such Share Subscription Agreement.
Pursuant to the Share Subscription Agreement, on September 29, 2021, Reliance Retail was allotted 9,539 Equity Shares of the face value of INR. 10/- each against the liability.
Investor Rights Agreement
On December 16, 2016, we entered into the Investor Rights Agreement with MIHI LLC, the Terrapin Sponsors and certain other Terrapin 3 Acquisition Corp. stockholders and Yatra shareholders who will own our Ordinary Shares upon consummation of the Business Combination Agreement. Pursuant to the terms of the Investor Rights Agreement, once we became eligible to use Form F-3 or its successor form, we became obligated to file a shelf registration statement to register the resale of certain of our Ordinary Shares issued in connection with the Business Combination Agreement. The Investor Rights Agreement also provide such shareholders with demand, “piggy-back” and Form F-3 registration rights, subject to certain minimum requirements and customary conditions. Shareholders will be entitled to make one demand for registration of ordinary shares, except for certain Yatra shareholders will be entitled to make three demands.
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The Investor Rights Agreement also provides the Terrapin Sponsors the right to nominate an individual for election to our Board upon the resignation, removal, death or disability of the director initially designated by them pursuant to the terms of the Business Combination Agreement, as well as the right to re-nominate such director two successive times. The Investor Rights Agreement also provides certain of our investors and our executive officers, Dhruv Shringi and Manish Amin, the right to nominate an individual for election to our Board upon the resignation, removal, death or disability of any of the directors initially designated by our Company pursuant to the terms of the Business Combination Agreement, as well as the right to re-nominate any of such directors who are Class I or Class II directors two successive times and the right to re-nominate any of such directors who are Class III directors one time or to designate a replacement for any such director. Subject to applicable law and applicable stock exchange rules, until such time as there is no director designated by the Terrapin Sponsors or no director designated by our Company pursuant to the terms of the Business Combination Agreement, we are required to take all necessary action to cause at least one director nominated by the Terrapin Sponsors and at least one director nominated by our investors to be appointed to each committee of our Board. The Investor Rights Agreement also provides each of MIHI LLC and the Terrapin Sponsors the right to designate one representative to attend our Board meeting in a nonvoting observer capacity. MIHI LLC and the Terrapin Sponsors shall cease to have board observation rights when they no longer own at least 5% of our outstanding ordinary shares.
Transactions pursuant to Service Agreements
Pursuant to service agreements with the below mentioned companies (along with their affiliates) that have a significant influence on the Group, we have provided travel and trade related services of INR Nil, INR Nil and INR Nil in fiscal years 2023, 2022 and 2021 respectively:
● Network 18 Media and Investment Ltd. and group companies;
● Reliance Capital Limited and its group companies; and
● IDG Ventures India Advisors Private Limited.
The Company has also availed the insurance and communication services of Reliance General Insurance Company Limited, Reliance Jio Infocomm Limited and Reliance Infocomm Limited at a cost of INR Nil, INR Nil and INR 649 in fiscal years 2023, 2022 and 2021, respectively.
These entities were related party till March 31, 2021.
Exchange and Support Agreement
On December 16, 2016, we entered into an Exchange and Support Agreements with Terrapin Acquisition Corp. (which is now known as Yatra USA Corporation) and holders of Class F common stock of Terrapin Acquisition Corp. (“Exchange and Support Agreement”). Pursuant to the Exchange and Support Agreement, commencing on November 16, 2017, holders of Terrapin Acquisition Corp.’s Class F common stock (which, pursuant to the Business Combination Agreement, are now “Yatra USA Class F Shares”) have the right from time to time to exchange any or all of what are nor Yatra USA Class F Shares for the same amount of our Ordinary Shares. Upon any such exchange, an equal number of our Class F Shares held by such exchanging shareholders will also be converted by us into 0.00001 of our Ordinary Share for each Class F Share converted. The right to make such exchange will expire on December 16, 2021.
However, on December 16, 2021, parties have entered into Amendment No. 1 to the Exchange and Support Agreement (the “Amendment”). Pursuant to which, the Exchange and Support Agreement will now expire upon the earlier of (i) the date that no Yatra USA Class F Shares remain outstanding or (ii) the mutual written consent of Yatra, Yatra USA and the Yatra USA Class F holders.
Note Purchase Agreement
On October 5, 2022, Yatra Online, Inc. (the “Company,” “we” or “our”) issued a promissory note for an aggregate principal amount of US$10,000,000 with a simple interest rate of 11% per annum (the “Note”). The Note was issued in a private offering to MAK Capital Fund, LP (“MAK”), an affiliate of our shareholder and Michael Kaufman, a member of our Board of Directors, pursuant to a Note Purchase Agreement (the “Purchase Agreement”). The Purchase Agreement contains customary terms and covenants, including that upon certain events of default occurring and continuing MAK may (1) declare all or any portion of any amount owed or payable under the Note, plus all interest, if any, to be immediately due and payable, (2) convert the Note into either Ordinary Shares or Series A Convertible Preference Shares (each as defined below) or (3) exercise any other right or remedy granted in the Note or by law. Upon an event of default, the interest rate will increase by 3%.
The Note will mature on October 5, 2023, unless earlier repurchased or redeemed. Upon maturity and in certain default scenarios MAK, at its option, may convert the Note into ordinary shares, par value US$0.0001 (the “Ordinary Shares”), or series A convertible preference shares, par value US$0.0001 (the “Series A Convertible Preference Shares”), of the Company in lieu of a cash payment for any amount owed or payable under the Note (“Conversion”).If and when issued following Conversion into Series A Convertible Preference Shares, the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preference Shares of the Company (the “Certificate of Designation”) will govern the rights and obligations associated with the Series A Convertible Preference Shares. The Certificate of Designation specifies that the Series A Convertible Preference Shares have no voting rights; are entitled to dividends on an equal as-if-converted-to-Ordinary Shares basis; rank senior to the Ordinary Shares with respect to rights upon liquidation up to the stated value of the Series A Preference Shares, plus any dividends then accrued, or equally to holders of the Ordinary Shares on a pari passu basis if such an amount would be greater, and are convertible into Ordinary Shares on a 1 to 100 basis following the one-year anniversary of the issuance. If the Company is unable to obtain shareholder approval for the conversion of the Series A Convertible Preference Shares into Ordinary Shares, the Company has agreed to pay a non-cumulative cash dividend at a rate of 14% per annum on the outstanding stated value of the Series A Convertible Preference Shares, which shall be paid on an annual basis.
On June 29, 2023, the Company made a partial pre-payment of $1.6 million of the $10.0 million principal amount outstanding under the Note issued pursuant to the Purchase Agreement. Consequently, the principal amount outstanding under the Note has been reduced to $8.4 million, as of June 29, 2023.
Shareholders Agreements
See “Item 10. Additional Information-B. Memorandum and Articles of Association.”
Employment Agreements
See “Item 6. Directors, Senior Management and Employees-B. Compensation-Employment Agreements with Executive Officers.”
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Equity Option and Share Incentive Plans
See “Item 6. Directors, Senior Management and Employees-B. Compensation.”
C. Interest of Experts and Counsel
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
See “Item 18. Financial Statements” for a list of the financial statements filed as part of this Annual Report.
Legal Proceedings
From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business and the results of litigation and claims cannot be predicted with certainty.
Except for the Legal proceedings and tax proceedings described below, there are no governmental or other legal proceedings (including any such proceedings which are pending or threatened, of which we are aware) that we believe could reasonably be expected to have a material adverse effect on our results of operations or financial position.
Legal Proceedings
See “Item 4. Information on the Company-B. Business Overview-Litigation” for a description of Legal Proceedings.
Tax Proceedings
See “Item 4. Information on the Company-B. Business Overview-Litigation” for a description of tax proceedings.
Dividend Distribution Policy
We currently expect to retain all future earnings for use in the operation and expansion of our business and do not plan to pay any dividends on our ordinary shares in the near future. The declaration and payment of any dividends in the future will be determined by our Board in its discretion, and will depend on a number of factors, including our earnings, capital requirements, overall financial condition, applicable law and contractual restrictions. In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of the respective jurisdictions of organization of our subsidiaries, agreements of our subsidiaries or covenants under future indebtedness that we or they may incur. For example, the dividend-paying ability of our subsidiaries including Yatra India and Yatra for Business Private Limited may be limited by covenants contained in the agreements governing their respective outstanding debt arrangements, which prevent them from paying dividends or making distributions to us under certain circumstances (e.g., the failure to make payments, or the occurrence of an event of default, under such agreements). Our ability to pay dividends may, therefore, also be restricted.
B. Significant Changes
On June 29, 2023, the Company has made a partial pre-payment of $1.6 million of the $10.0 million principal amount outstanding under the promissory note issued pursuant to the Note Purchase Agreement (as defined below) (the “Promissory Note”). Consequently, the principal amount outstanding under the Promissory Note has been reduced to $8.4 million, as of June 29, 2023. Further, Yatra Online, Inc. (the “Company,” “we” or “our”) and MAK Capital Fund, LP (“MAK”), an affiliate of Michael Kaufman, a member of our Board of Directors, entered into the First Amendment (the “First Amendment”) dated June 28, 2023 (the Effective Date) to the Note Purchase Agreement dated October 5, 2022, by and between the Company and MAK (“Note Purchase Agreement”) to increase the amount of indebtedness, the Company and the Subsidiaries (as defined in the Note Purchase Agreement) can incur without MAK’s consent, from $15,000,000 to $18,000,000 (subject to certain exclusions as provided in the Note Purchase Agreement as amended via the First Amendment).
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ITEM 9. THE OFFER AND LISTING
A. Offer and Listing Details
Our outstanding Ordinary Shares are currently listed and traded on the Nasdaq Capital Market under the symbol “YTRA.”
B. Plan of Distribution
Not Applicable.
C. Markets
Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “YTRA”.
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
The information set forth in our Registration Statement on Form F-3 (File No. 333-224661), as amended, originally filed with the SEC on May 24, 2021 and declared effective by the SEC on July 12, 2021, under the headings “Description of Share Capital” is incorporated herein by reference.
The Company has adopted the Seventh Amended and Restated Memorandum of Association through Special Resolution passed by the Shareholders of the Company at the Annual General Meeting of the Company held on 24th August, 2022, enclosed as an exhibit to 20-F.
C. Material Contracts
Described herein.
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D. Exchange Controls
India
India regulates ownership of Indian companies by foreign entities. Foreign investment in securities issued by Indian companies and exchange controls are generally regulated by FEMA. Transfers of any security of an Indian company from foreigners/ foreign entities to Indian residents and vice versa are required to be in accordance with FEMA and in some instances is required to be permitted by the Reserve Bank of India beside general reporting requirements under the FEMA. These regulations and restrictions may apply to acquisitions by us or our affiliates, including Yatra India and affiliates which are not residents of India, of shares in Indian companies or the provision of funding by us or any other entity to Indian companies within our group. For example, under its consolidated foreign direct investment policy, the Government of India has set out additional requirements for foreign investments in India, including requirements with respect to downstream investments by Indian companies having foreign investment, and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners, as well as such transaction between foreign entities. Further, FEMA, restricts and regulate the lending to or borrowing from our Indian Subsidiaries. These requirements currently include restrictions/ regulations with respect to on valuations and sources of funding for such investments and may require prior approval from the Government of India.
Further, the Government of India has in the past made and may continue to make revisions to the FDI Policy on e-commerce in India (including in relation to business model and permitted services). Such changes may require us to make changes to our business in order to comply with Indian law.
Our ability to pay dividends to our shareholders may depend on, among other things, the availability of dividends from Yatra India. As of the date of this Annual Report, Yatra India has not paid any cash dividends on its Equity Shares. Dividends other than in cash are not permitted under Indian law. The declaration and payment of any dividends in the future will be recommended by the board of directors of Yatra India and approved by the shareholders of Yatra India at their discretion and would depend on a number of factors, including its financial condition, results of operations, capital requirements and surplus, contractual obligations, applicable Indian legal restrictions, the provisions of its articles of association, the terms of its credit facilities and other financing arrangements at the time a dividend is considered and other factors considered relevant by Yatra India’s board of directors. Yatra India may also from time to time pay interim dividends. Yatra India is currently liable to pay dividend distribution tax in India at the rate of 15.0%, plus applicable cess and surcharge, on any dividends paid by it.
Under Indian law, a company declares dividends upon a recommendation by its board of directors and approval by a majority of the shareholders at the annual general meeting of shareholders held within six months of the end of each fiscal year. However, while final dividends can be paid out by a company only after such dividends have been recommended by the board of directors and approved by shareholders, interim dividends can be paid out with only a recommendation by the board of directors. The shareholders have the right to decrease but not to increase any dividend amount recommended by its board of directors. Under Indian law, shares of a company belonging to the same class must receive equal dividend treatment.
Yatra India may, before the declaration of any dividend in any fiscal year, transfer such percentage of its profits for that fiscal year as it may consider appropriate to the reserves of Yatra India.
Under Indian law, an Indian company is permitted to declare or pay dividends for any fiscal year out of profits for that year (calculated to include any dividend distribution tax) after providing for depreciation in the manner prescribed. However, no company is permitted to declare dividends unless previous years’ carried over losses and depreciation not provided in the previous year or years are setoff against profits of the company for the current year.
If profits for a particular year are insufficient to declare dividends (including interim dividends), the dividends for that year may be declared and paid out from accumulated profits if the following conditions are fulfilled:
● the rate of dividend to be declared shall not exceed the average of the rates at which dividends were declared in the three years immediately preceding that year (except where no dividends have been declared in each of the preceding three years);
● the total amount to be drawn from the accumulated profits earned in previous years shall not exceed an amount equal to one-tenth of the sum of the company’s paid-up share capital and free reserves (based on the latest audited financial statements available), and the amount so drawn shall first be utilized to set off the losses incurred in the fiscal year in which dividend is declared before any dividend in respect of equity shares is declared; and;
● the balance of the reserves after such withdrawal shall not fall below 15.0% of the company’s paid-up share capital (based on the latest audited financial statements available).
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E. Taxation
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a general discussion of the material U.S. federal income tax consequences of the ownership and disposition of our Ordinary Shares to U.S. holders and non-U.S. holders. This discussion is based on provisions of the Code, the U.S. Department of the Treasury regulations promulgated thereunder (whether final, temporary or proposed), administrative rulings of the IRS, judicial decisions, all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth herein. This discussion is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to holders as a result of the ownership and disposition of our Ordinary Shares. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to particular holders, nor does it take into account the individual facts and circumstances of any particular holder that may affect the U.S. federal income tax consequences to such holder. Accordingly, it is not intended to be, and should not be construed as, tax advice. This discussion does not address any aspects of U.S. federal taxation other than those pertaining to the income tax, nor does it address any tax consequences arising under any U.S. state and local, or non-U.S., tax laws. Holders should consult their tax advisors regarding such tax consequences in light of their particular circumstances. No ruling has been requested or will be obtained from the IRS regarding the statements made and the conclusions reached in the following discussion and there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described below or that, if challenged, such treatment will be sustained by a court.
This discussion is limited to U.S. federal income tax considerations relevant to U.S. holders and non-U.S. holders that hold our Ordinary Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to particular holders in light of their individual circumstances, including holders subject to special treatment under the U.S. tax laws, such as, for example:
| ● | banks, thrifts, mutual funds or other financial institutions, underwriters, or insurance companies; | |
| ● | dealers or traders in securities who elect to apply a mark-to-market method of accounting; | |
| ● | real estate investment trusts and regulated investment companies; | |
| ● | tax-exempt organizations, governmental organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; | |
| ● | expatriates or former citizens or long-term residents of the United States; | |
| ● | partnerships or other pass-through entities (or arrangements treated as such) or investors therein; | |
| ● | dealers or traders in securities, commodities or currencies; | |
| ● | grantor trusts; | |
| ● | persons subject to the alternative minimum tax; | |
| ● | U.S. persons whose “functional currency” is not the U.S. dollar; | |
| ● | persons who received our Ordinary Shares through the exercise of incentive stock options or through the issuance of restricted stock under an equity incentive plan or through a tax-qualified retirement plan or otherwise as compensation; | |
| ● | persons who own (directly or through attribution) 10% or more (by vote or value) of our outstanding Ordinary Shares; | |
| ● | persons who are subject to the accounting rules under Section 451(b) of the Code; | |
| ● | the initial stockholders and their affiliates; or | |
| ● | holders holding our Ordinary Shares as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction. |
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For purposes of this discussion, the term “U.S. holder” means a beneficial owner of our Ordinary Shares, that is, for U.S. federal income tax purposes:
| ● | an individual who is a citizen or resident of the United States; | |
| ● | a corporation (or other entity that is classified as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States, any State thereof or the District of Columbia; | |
| ● | an estate of which the income is subject to U.S. federal income tax regardless of its source; or | |
| ● | a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes. |
For purposes of this discussion, a “non-U.S. holder” means a beneficial owner of our Ordinary Shares that is neither a U.S. holder nor a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes.
If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds our Ordinary Shares, the U.S. federal income tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their tax advisors with regard to the U.S. federal income tax consequences of the ownership and disposition of our Ordinary Shares.
THIS SUMMARY DOES NOT PURPORT TO BE A COMPREHENSIVE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF YATRA ORDINARY SHARES. HOLDERS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND DISPOSITION OF YATRA ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE, LOCAL AND OTHER TAX LAWS.
Tax Residence of Yatra and Utilization of Terrapin Acquisition Corp.’s Tax Attributes
Tax Residence of Yatra for U.S. Federal Income Tax Purposes
A corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under the generally applicable U.S. federal income tax rules, Yatra Online, which is incorporated under the laws of the Cayman Islands, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code provides an exception to this general rule (more fully discussed below), under which a non-U.S. incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are relatively new and complex and there is limited guidance regarding their application.
Under Section 7874 of the Code, a corporation created or organized outside the United States (i.e., a non-U.S. corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes (and, therefore, as a U.S. tax resident subject to U.S. federal income tax on its worldwide income) if each of the following three conditions are met: (i) the non-U.S. corporation, directly or indirectly, acquires substantially all of the properties held directly or indirectly by a U.S. corporation (including through the acquisition of all of the outstanding shares of the U.S. corporation); (ii) the non-U.S. corporation’s “expanded affiliated group” does not have “substantial business activities” in the non-U.S. corporation’s country of organization or incorporation and tax residence relative to the expanded affiliated group’s worldwide activities; and (iii) after the acquisition, the former shareholders of the acquired U.S. corporation hold at least 80% (by either vote or value) of the shares of the non-U.S. acquiring corporation by reason of holding shares in the U.S. acquired corporation (taking into account the receipt of the non-U.S. corporation’s shares in exchange for the U.S. corporation’s shares) as determined for purposes of Section 7874 (this test is referred to as the “80% ownership test”).
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For purposes of Section 7874 of the Code, the first two conditions described above were met with respect to the mergers completed in July 2016 with Terrapin Acquisition Corp., because we acquired indirectly all of the assets of Terrapin Acquisition Corp. through the mergers with Terrapin Acquisition Corp., and Yatra Online, including its “expanded affiliated group,” did not have “substantial business activities” in the Cayman Islands within the meaning of Section 7874 of the Code upon consummation of the mergers with Terrapin Acquisition Corp. As a result, whether Section 7874 of the Code will apply to cause us to be treated as a U.S. corporation for U.S. federal income tax purposes following the mergers with Terrapin Acquisition Corp. should depend on the satisfaction of the 80% ownership test.
Based on the terms of the mergers with Terrapin Acquisition Corp., the rules for determining share ownership under Section 7874 of the Code and the Treasury regulations promulgated thereunder and based upon certain factual assumptions, we believe that the Section 7874 of the Code ownership percentage of the former Terrapin Acquisition Corp. stockholders in our company should be less than 80% and accordingly we are not expected to be treated as a U.S. corporation for U.S. federal income tax purposes. Further, for purposes of determining the ownership percentage of former Terrapin Acquisition Corp. stockholders for purposes of Section 7874 of the Code, former Terrapin Acquisition Corp. stockholders will be deemed to own an amount of our Ordinary Shares in respect to certain redemptions by Terrapin Acquisition Corp. prior to the closing of the mergers with Terrapin Acquisition Corp. In addition, as discussed above, the rules for determining ownership under Section 7874 of the Code are complex, unclear and the subject of ongoing regulatory change. Many of these rules are contained in the Treasury regulations under Section 7874, and there is limited guidance as to their application. Accordingly, there can be no assurance that the IRS would not assert that the 80% ownership test is met with respect to the mergers with Terrapin Acquisition Corp. and that, accordingly, we should be treated as a U.S. corporation for U.S. federal income tax purposes or that such an assertion would not be sustained by a court.
There has been discussion of additional changes to Section 7874 of the Code. Any changes to the rules of Section 7874 of the Code or the Treasury regulations promulgated thereunder, or other changes of law, which could be made retroactively effective, could adversely affect our status as a non-U.S. corporation for U.S. federal income tax purposes.
If we were to be treated as a U.S. corporation for U.S. federal income tax purposes, we could be subject to substantial liability for additional U.S. income taxes, and the gross amount of any dividend payments to our non-U.S. shareholders could be subject to 30% U.S. withholding tax, depending on the application of any income tax treaty that might apply to reduce the withholding tax.
The remainder of this discussion assumes that we will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.
Utilization of Terrapin Acquisition Corp’s Tax Attributes
Following the acquisition of a U.S. corporation by a non-U.S. corporation, Section 7874 of the Code can limit the ability of the acquired U.S. corporation and its U.S. affiliates to utilize certain U.S. tax attributes (including net operating losses and certain tax credits) to offset U.S. taxable income resulting from certain transactions. These limitations will potentially apply if:
| ● | the non-U.S. corporation acquires, directly or indirectly, substantially all of the properties held, directly or indirectly, by the U.S. corporation (including through the direct or indirect acquisition of all of the outstanding shares of the U.S. corporation); | |
| ● | after the acquisition, the non-U.S. corporation’s “expanded affiliated group” does not have “substantial business” activities in the non-U.S. corporation’s country of organization or incorporation and tax residence relative to the expanded affiliated group’s worldwide activities (as determined under the Treasury regulations); and | |
| ● | after the acquisition, the former shareholders of the acquired U.S. corporation hold less than 80% but at least 60% (by either vote or value) of the shares of the non-U.S. acquiring corporation by reason of holding shares in the U.S. acquired corporation (taking into account the receipt of the non-U.S. corporation’s shares in exchange for the U.S. corporation’s shares) (this test is referred to as the “60% ownership test”). |
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If each of these conditions is met, then the taxable income of the U.S. corporation (and any U.S. person related to the U.S. corporation) for any given year, within a period beginning on the first date the U.S. corporation’s properties were acquired directly or indirectly by the non-U.S. acquiring corporation and ending 10 years after the last date the U.S. corporation’s properties were acquired, will be no less than that person’s “inversion gain” for that taxable year. A person’s inversion gain includes gain from the transfer of shares or any other property (other than property held for sale to customers) and income from the license of any property that is either transferred or licensed as part of the acquisition, or after the acquisition if the transfer or license is to a non-U.S. related person. In general, the effect of this provision is to deny the use of net operating losses, foreign tax credits or other tax attributes to offset the inversion gain.
Based on the terms of the mergers with Terrapin Acquisition Corp., the rules for determining share ownership under Section 7874 of the Code and the Treasury regulations promulgated thereunder and based upon certain factual assumptions, we believe that the Section 7874 ownership percentage of the former Terrapin Acquisition Corp. stockholders in our company should be less than 60% and accordingly the limitations and other rules described above are not expected to apply to Terrapin Acquisition Corp. after the mergers with Terrapin Acquisition Corp.. In addition, as discussed above under “-Tax Residence of Yatra for U.S. Federal Income Tax Purposes,” the rules for determining ownership under Section 7874 of the Code are complex, unclear and the subject of recent and ongoing regulatory change and there can be no assurance that the IRS would not assert that the 60% ownership test is met with respect to the mergers with Terrapin Acquisition Corp. and that accordingly the foregoing limitations and rules would apply or that such an assertion would not be sustained by a court.
If the IRS were to successfully assert that the 60% ownership test has been met, the ability of Terrapin Acquisition Corp. and its U.S. affiliates to utilize certain U.S. tax attributes against income or gain recognized pursuant to certain transactions may be limited. However, as a blank check company, whose assets were primarily comprised of cash and cash equivalents, it is not expected that Terrapin Acquisition Corp. would have a significant amount of inversion gain. Accordingly, even if the 60% ownership test were satisfied, the effect of the resulting limitations on the use of net operating losses and tax attributes would not be expected to be material.
U.S. Federal Income Tax Consequences of the Ownership and Disposition of Ordinary Shares of Yatra
U.S. Holders
Distributions on our Ordinary Shares
Subject to the discussion below under “-Passive Foreign Investment Company Status,” the gross amount of any distribution on our Ordinary Shares that is made out of our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will be taxable to a U.S. holder as ordinary dividend income on the date such distribution is actually or constructively received. Any such dividends will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from other U.S. corporations. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a non-taxable return of capital to the extent of the U.S. holder’s tax basis in our Ordinary Shares, and thereafter as capital gain recognized on a sale exchange or other taxable disposition.
Dividends received by non-corporate U.S. holders (including individuals) from a “qualified foreign corporation” may be eligible for reduced rates of taxation, provided that certain holding period requirements and other conditions are satisfied. A non-U.S. corporation is treated as a qualified foreign corporation with respect to dividends it pays on shares that are readily tradable on an established securities market in the United States. U.S. Treasury guidance indicates that shares listed on the Nasdaq (where our Ordinary Shares are currently listed) will be considered readily tradable on an established securities market in the United States. There can be no assurance that our Ordinary Shares will be considered readily tradable on an established securities market in future years. Non-corporate U.S. holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code (dealing with the deduction for investment interest expense) will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to the positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. We will not constitute a qualified foreign corporation for purposes of these rules if we are a PFIC for the taxable year in which we pay a dividend or for the preceding taxable year. See “-Passive Foreign Investment Company Status.”
Subject to certain conditions and limitations, withholding taxes, if any, on dividends paid by us may be treated as foreign taxes eligible for credit against a U.S. holder’s U.S. federal income tax liability under the U.S. foreign tax credit rules. For purposes of calculating the U.S. foreign tax credit, dividends paid on our Ordinary Shares will generally be treated as income from sources outside the United States and will generally constitute passive category income. The rules governing the U.S. foreign tax credit are complex. U.S. holders should consult their tax advisors regarding the availability of the U.S. foreign tax credit under their particular circumstances.
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Sale, Exchange, Redemption or Other Taxable Disposition of Our Ordinary Shares
Subject to the discussion below under “-Passive Foreign Investment Company Status,” a U.S. holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of our Ordinary Shares in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. holder’s adjusted tax basis in such shares. Any gain or loss recognized by a U.S. holder on a taxable disposition of our Ordinary Shares generally will be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in such shares exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. holders (including individuals). The deductibility of capital losses is subject to limitations. Any gain or loss recognized by a U.S. holder on a taxable disposition of our Ordinary Shares generally will be treated as U.S. source gain or loss.
It is possible that India may impose an income tax upon sale of our Ordinary Shares. Because gains generally will be treated as U.S. source gain, as a result of the U.S. foreign tax credit limitation, any Indian income tax imposed upon capital gains in respect of our Ordinary Shares may not be currently creditable unless a U.S. holder has other foreign source income for the year in the appropriate U.S. foreign tax credit limitation basket. U.S. holders should consult their tax advisors regarding the application of Indian taxes to a disposition of our Ordinary Shares and their ability to credit an Indian tax against their U.S. federal income tax liability.
Characterization as a “Controlled Foreign Corporation” for U.S. Federal Income Tax Purposes
There is a possibility that we will be classified as a “controlled foreign corporation,” or CFC, for U.S. federal income tax purposes. We will generally be classified as a CFC if more than 50% of our outstanding shares, measured by reference to voting power or value, are owned (directly, indirectly or by attribution) by “10% U.S. Shareholders.” For this purpose, a “10% U.S. Shareholder” is any U.S. person that owns directly, indirectly or by attribution, 10% or more of the voting power or value of our outstanding Ordinary Shares. In addition, recent changes to the attribution rules relating to the determination of CFC status may make it difficult to determine our CFC status for any taxable year. If we were to be classified as a CFC, a 10% U.S. Shareholder may be subject to U.S. federal income taxation at ordinary income tax rates on all or a portion of our undistributed earnings and profits attributable even if the CFC has made no distributions to its shareholders, including “Subpart F income,” global intangible low-taxed income and certain other income generated by the CFC, and may also be subject to U.S. federal income taxation at ordinary income tax rates on any gain realized on a sale of our Ordinary Shares, to the extent of the current and accumulated earnings and profits of our Company attributable to such shares. The CFC rules are complex and U.S. holders that are, or may be, 10% U.S. Shareholders are urged to consult their own tax advisors regarding the possible application of the CFC rules to them in their particular circumstances. It is not expected that we will be classified as a CFC, and the remainder of this discussion assumes that we will not be classified as a CFC for U.S. federal income tax purposes but no assurances can be offered in this regard.
Passive Foreign Investment Company Status
The treatment of U.S. holders of our Ordinary Shares could be materially different from that described above, if we are treated as a PFIC for U.S. federal income tax purposes.
A non-U.S. corporation, such as Yatra Online, will be a PFIC for U.S. federal income tax purposes for any taxable year in which, after the application of certain look-through rules either: (i) 75% or more of its gross income for such taxable year is passive income, or (ii) 50% or more of the total value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. The determination of whether we are a PFIC is based upon the composition of our income and assets, (including, among others, corporations in which we own at least a 25% interest), and the nature of our activities.
Based on the current and anticipated value of our assets and the nature and composition of our income and assets, including goodwill, we do not believe that we were a PFIC for this taxable year ending March 31, 2023, and we do not expect that we will become a PFIC in the current taxable year or in the foreseeable future; however, no assurances can be offered in this regard. The tests for determining PFIC status are applied annually after the close of the taxable year, and it is difficult to predict accurately future income and assets relevant to this determination. The fair market value of the assets of our Company is expected to depend, in part, upon (a) the market value of our Ordinary Shares, and (b) the composition of our assets and income. A decrease in the market value of our Ordinary Shares and/or an increase in cash or other passive assets would increase the relative percentage of its passive assets. The application of the PFIC rules is subject to uncertainty in several respects and, therefore, the IRS may assert that, contrary to expectations, we are a PFIC for this taxable year or in a future year. Accordingly, there can no assurance that we will not be a PFIC for this taxable year or any future taxable year.
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If we are or become a PFIC during any year in which a U.S. holder holds our Ordinary Shares, unless the U.S. holder makes a qualified electing fund (QEF) election or mark-to-market election with respect to the shares, as described below, a U.S. holder generally would be subject to additional taxes (including taxation at ordinary income rates and an interest charge) on any gain realized from a sale or other disposition of our Ordinary Shares and on any “excess distributions” received from us, regardless of whether we qualify as a PFIC in the year in which such distribution is received or gain is realized. For this purpose, a pledge of our Ordinary Shares as security for a loan may be treated as a disposition. The U.S. holder would be treated as receiving an excess distribution in a taxable year to the extent that distributions on the shares during that year exceed 125% of the average amount of distributions received during the three preceding taxable years (or, if shorter, the U.S. holder’s holding period). To compute the tax on excess distributions or on any gain, (i) the excess distribution or gain recognized by the U.S. holder on a sale or other disposition of the Ordinary Shares would be allocated ratably over the U.S. holder’s holding period, (ii) the amount allocated to the taxable year of receipt of the distribution or of the sale or other disposition of the Ordinary Shares and any year before the first taxable year for which we were a PFIC would be taxed as ordinary income , and (iii) the amount allocated to other taxable years would be taxed at the highest applicable marginal rate in effect for each such year (i.e., at ordinary income tax rates) and an interest charge would be imposed to recover the deemed benefit from the deferred payment of the tax attributable to each such prior year.
If we were to be treated as a PFIC, a U.S. holder may avoid the excess distribution rules described above by electing to treat our Company (for the first taxable year in which the U.S. holder owns any shares) and any of our direct or indirect subsidiaries that is also a PFIC, or lower-tier PFIC (for the first taxable year in which the U.S. holder is treated as owning an equity interest in such lower-tier PFIC) as a QEF. If a U.S. holder makes an effective QEF election with respect to our Company (and any lower-tier PFIC), the U.S. holder will be required to include in gross income each year, whether or not we make distributions, as capital gains, our pro rata share’s (and such lower-tier PFIC’s) net capital gains and, as ordinary income, our pro rata share’s (and such lower-tier PFIC’s) net earnings in excess of its net capital gains. U.S. holders can make a QEF election only if we (and each lower-tier PFIC) provide certain information, including the amount of its ordinary earnings and net capital gains determined under U.S. tax principles. We will make commercially reasonable efforts to provide U.S. holders with this information if we determine that we are a PFIC.
As an alternative to making a QEF election, a U.S. holder may also be able to avoid some of the adverse U.S. tax consequences of PFIC status by making an election to mark the Ordinary Shares to market annually. A U.S. holder may elect to mark-to-market the Ordinary Shares only if they are “marketable stock.” The Ordinary Shares will be treated as “marketable stock” if they are regularly traded on a “qualified exchange.” The ordinary shares are listed on the Nasdaq, which should be a qualified exchange for this purpose. The Ordinary Shares will be treated as regularly traded in any calendar year in which more than a de minimis quantity of the ordinary shares are traded on at least 15 days during each calendar quarter. There can be no certainly that the ordinary shares will be sufficiently traded such as to be treated as regularly traded. In addition, a mark-to-market election generally cannot be made for equity interests in any lower-tier PFICs that we own, unless shares of such lower-tier PFIC are themselves “marketable.” As a result, even if a U.S. holder validly makes a mark-to-market election with respect to our Ordinary Shares, the U.S. holder may continue to be subject to the PFIC rules described above with respect to its indirect interest in any of our investments that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
U.S. holders should consult their tax advisors regarding the U.S. federal income tax consequences of the PFIC rules. If we are treated as a PFIC, each U.S. holder generally will be required to file a separate annual information return with the IRS with respect to the Company and any lower-tier PFICs.
Medicare Surtax on Net Investment Income
Non-corporate U.S. holders whose income exceeds certain thresholds generally will be subject to 3.8% surtax on their “net investment income” (which generally includes, among other things, dividends on, and capital gain from the sale or other taxable disposition of, our Ordinary Shares). Non-corporate U.S. holders should consult their own tax advisors regarding the possible effect of such tax on their ownership and disposition of our Ordinary Shares.
Additional Reporting Requirements
Certain U.S. holders holding specified foreign financial assets with an aggregate value in excess of the applicable dollar thresholds are required to report information to the IRS relating to our Ordinary Shares, subject to certain exceptions (including an exception for our Ordinary Shares held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return, for each year in which they hold our Ordinary Shares. Substantial penalties apply to any failure to file IRS Form 8938 unless the failure is shown to be due to reasonable cause and not willful neglect. Also, in the event a U.S. holder does not file IRS Form 8938 or fails to report a specified foreign financial asset that is required to be reported, the statute of limitations on the assessment and collection of U.S. federal income taxes of such U.S. holder for the related taxable year may not close before the date which is three years after the date on which the required information is filed. U.S. holders should consult their tax advisors regarding the effect, if any, of these rules on the ownership and disposition of our Ordinary Shares.
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Non-U.S. Holders
In general, a non-U.S. holder of our Ordinary Shares will not be subject to U.S. federal income tax or, subject to the discussion below under “-Information Reporting and Backup Withholding,” U.S. federal withholding tax on any dividends received on our Ordinary Shares or any gain recognized on a sale or other disposition of our Ordinary Shares (including, any distribution to the extent it exceeds the adjusted basis in the non-U.S. holder’s ordinary shares) unless:
| ● | the dividend or gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, and if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States; or | |
| ● | in the case of gain only, the non-U.S. holder is a nonresident alien individual present in the United States for a period or periods aggregating 183 days or more during the taxable year of the sale or disposition, and certain other requirements are met. |
A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable tax treaty) on its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.
Foreign Account Tax Compliance Act
FATCA imposes a reporting regime and, potentially, a 30% withholding tax on certain payments made to certain non-U.S. financial institutions that fail to comply with certain information reporting, account identification, withholding, certification and other FATCA related requirements in respect of their direct and indirect United States shareholders and/or United States accountholders. To avoid becoming subject to FATCA withholding, we may be required to report information to the IRS regarding the holders of our Ordinary Shares and to withhold on a portion of payments with respect to our Ordinary Shares to certain holders that fail to comply with the relevant information reporting requirements (or that hold our Ordinary Shares directly or indirectly through certain non-compliant intermediaries). This withholding tax made with respect to our Ordinary Shares will not apply to payments made before the date that is two years after the date of publication of final regulations defining the term “foreign passthru payment”. An intergovernmental agreement between the United States and another country may also modify these requirements. FATCA is particularly complex and its application is uncertain at this time. Holders of our Ordinary Shares should consult their tax advisors to obtain a more detailed explanation of FATCA and to learn how FATCA might affect each holder in its particular circumstances.
Information Reporting and Backup Withholding
In general, information reporting requirements may apply to dividends received by U.S. holders of our Ordinary Shares, and the proceeds received on the disposition of our Ordinary Shares effected within the United States (and, in certain cases, outside the United States), in each case other than U.S. holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. holder’s broker) or is otherwise subject to backup withholding. Proceeds from the sale, exchange, redemption or other disposition of our Ordinary Shares may be subject to information reporting to the IRS and possible U.S. backup withholding. U.S. holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Information returns may be filed with the IRS and non-U.S. holders may be subject to backup withholding on amounts received in respect of their Ordinary Shares, unless the non-U.S. holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the non-U.S. holder otherwise establishes an exemption. Dividends paid with respect to our Ordinary Shares and proceeds from the sale or other disposition of our Ordinary Shares received in the United States by a non-U.S. holder through certain U.S.-related financial 20iaries may be subject to information reporting and backup withholding unless such non-U.S. holder provides proof of an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the holder’s U.S. federal income tax liability, and such holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.
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The preceding discussion is not tax advice. Each prospective investor should consult the prospective investor’s tax advisor regarding the particular U.S. federal, state, and local and non-U.S. tax consequences of the ownership and disposition of our Ordinary Shares, including the consequences of any proposed change in applicable laws.
MATERIAL INDIAN TAX CONSEQUENCES
The following is a general discussion of material Indian tax consequences of ownership and disposition of our registered ordinary shares for investors who are not residents in India as per the Indian Income Tax Act, 1961, as amended from time to time, or the IT Act. This discussion is based on the provisions of the IT Act, which are in force as of the date of this Annual Report and interpretations thereof as pronounced in judicial precedents and is subject to change.
Also, as mentioned above, the Indian tax consequences summarized below are from the perspective of investors who are non-residents in India as per the provisions of IT Act. Investors who qualify as residents in India shall remain liable for Indian taxes in respect of their global income.
THIS SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL INDIAN TAX CONSEQUENCES IN RELATION TO THE OWNERSHIP AND DISPOSAL OF OUR ORDINARY SHARES. FURTHER, THE DISCUSSION BELOW PROVIDES A SUMMARY OF THE TAX CONSEQUENCES UNDER THE IT ACT, AND INVESTORS MAY BE ENTITLED TO A MORE BENEFICIAL TAX TREATMENT UNDER TAX TREATIES THAT INDIA MAY HAVE ENTERED INTO WITH COUNTRIES OF RESIDENCE OF INDIVIDUAL INVESTORS.
WHILST IT IS BELIEVED THAT THE DISCUSSION BELOW REPRESENTS A REASONABLE INTERPRETATION OF THE RELEVANT PROVISIONS OF THE IT ACT, THERE CAN BE NO ASSURANCE (ESPECIALLY IN VIEW OF FACTS SPECIFIC TO A PARTICULAR INVESTOR) THAT THE REVENUE AUTHORITIES MAY AGREE WITH SUCH INTERPRETATIONS.
INVESTORS SHOULD THEREFORE CONSULT THEIR TAX ADVISORS ON THE INDIAN TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSAL OF OUR ORDINARY SHARES UNDER INDIAN LAW, INCLUDING SPECIFICALLY CONSIDERING THE PROVISIONS OF TAX TREATY BETWEEN INDIA AND THEIR COUNTRY OF RESIDENCE.
Investors May be Subject to Indian Taxes on Income Arising Through the Sale of Our Ordinary Shares
Certain amendments introduced to the IT Act, provides that income arising directly or indirectly through the sale of a capital asset being any share or interest in a company incorporated outside of India, will be subject to tax in India if such share or interest directly or indirectly derives its value substantially from assets located in India, irrespective of whether the seller of such shares has a residence, place of business, business connection, or any other presence in India (see Explanation 5 to section 9(1)(i) of the IT Act). Through amendments introduced in 2015, it has been provided that a share or an interest in an entity is said to derive its value substantially from assets located in India when the following two conditions are satisfied: (i) the value of the assets located in India owned directly or indirectly by an entity whose shares or interest are transferred exceeds INR 100 million and (ii) the value of assets located in India is at least 50% of the value of all assets owned by the entity whose shares or interest are the subject matter of transfer (see Explanation 6 to section 9(1)(i) of the IT Act). The value of the assets is computed on a fair value basis as per a specific method prescribed under the Income Tax Rules, 1962 (Rule 11UB). In case taxability is triggered under the aforesaid provisions, capital gains proportionate to the fair value of the Indian assets contributing in the value of the foreign entity whose shares are transferred are regarded as taxable in India. The manner of computing capital gains in such a scenario has been prescribed in the Income Tax Rules, 1962 (Rule 11UC).
As of the date of this Annual Report, our Ordinary Shares and warrants derive their value substantially from assets located in India, as defined under the IT Act. Hence, investors may be subject to Indian taxes on the income arising from the transfer of our Ordinary Shares/warrants subject to the provisions of respective tax treaties that India has entered into with their country of residence. The income shall be taxable as capital gains, which shall be computed as per the provisions of the IT Act.
However, the IT Act also contains an exemption with respect to alienation of shares by a transferor-investor, whose voting rights or share capital, either individually or along with its Associated Enterprises (as defined in the IT Act) at any time during the 12-month period preceding the date of sale does not exceed five percent of the total voting rights or share capital in the company, provided such transferor-investor is not vested with rights of management or control in any other form.
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Provisions Relating to Long Term Capital Gains and Short Term Capital Gains
Gains arising from transfer of capital asset are charged to tax under the heading “capital gains.” A capital asset may either be a short-term or long-term capital asset, depending on the period of its holding.
Gains arising from a short-term capital asset are short-term capital gains and gains arising from long-term capital asset are long-term capital gains.
Short-term capital gains:
Shares which are not listed on a recognized stock exchange in India are regarded as short-term capital assets, if such shares are held for not more than two years immediately preceding the date of transfer (see section 2(42A) of the IT Act). Gains arising from the transfer of a short-term capital asset are taxed as short-term capital gains.
The rate of tax for short-term capital gains for a foreign company is 40% (plus applicable surcharge and cess) subject to the applicable tax treaty benefit.
For assessees other than foreign companies, the short-term capital gains are taxable at applicable slab rates as prescribed for the financial year and as incorporated in the Indian Finance Act.
Long-term capital gains:
Shares which are not listed on a recognized stock exchange in India are regarded as long-term capital assets, if such shares are held for more than two years immediately preceding the date of transfer (see section 2(29A) of the IT Act). Gains arising from the transfer of a long-term capital asset are taxed as long-term capital gains.
The tax rate for long-term capital gains arising on sale of shares which are not listed on a recognized stock exchange in India is 10% (as per section 112(1)(c)(iii) of the IT Act) (plus applicable surcharge and cess) subject to the applicable tax treaty benefit.
Carry Forward and Set Off Capital Loss
The losses arising from a transfer of a capital asset in India can only be set off against capital gains and not against any other income in accordance with the IT Act.
A long-term capital loss may be set off only against a long-term capital gain. A short-term capital loss may be set off against a short-term capital gain or long-term capital gain (see section 74 of the IT Act).
To the extent that the losses are not absorbed in the year of transfer, they may be carried forward for a period of eight years immediately succeeding the year for which the loss was first computed and may be set off against the capital gains assessable for such subsequent years (see section 74 of the IT Act).
In order to get the benefit of set-off of the capital losses in this manner, the non-resident investor must file appropriate and timely tax returns in India and undergo the standard assessment procedures in India.
Withholding Tax Obligation on the Purchaser of Our Securities
As per section 195 of the IT Act, every person making any payment to a non-resident, which is chargeable to tax in India is required to deduct tax at the appropriate rates at the time of payment or at the time of credit, whichever is earlier. Therefore, a payer would be required to deduct tax on payments at the rates in force in India or as per the applicable tax treaty, if the said sum is chargeable to tax in India.
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Accordingly, any person responsible for making payment on purchase of our Ordinary Shares/warrants from an existing non-resident investor shall be liable to withhold taxes at source if the transferor is liable for Indian taxes on account of the transfer. It is pertinent to note that the payer has an obligation to withhold taxes only when the capital gains arising on transfer of our Ordinary Shares/warrants is chargeable to tax in India. Further, in case benefit of a tax treaty is taken into account by the non-resident transferor, then the Indian law prescribes that appropriate documentation which the payer should maintain while withholding taxes.
Implications under Section 56 of the IT Act
Section 56(2)(x) of the Income Tax Act provides for taxability in the hands of the purchaser of shares, if the purchase is made without consideration or for consideration less than the Fair Market Value of such shares. If any transfer of shares is undertaken at less than FMV of such shares, the difference between the FMV of such shares and purchase consideration would be taxable in the hands of purchaser as “income from other sources” and taxed at the tax rate applicable to regular income. The formula for computing FMV of listed shares takes into account market value of such shares. In case of quoted shared, the traded value of such shares represents the FMV of listed shares.
Taxation of Distributions.
Up to March 31, 2020, dividend income was exempt from tax for shareholders, during the said period the effective rate of Dividend Distribution Tax (“DDT”) was payable by the Company at 20.5553%. Earlier the Finance Act 2017 has provided that any income earned by any resident except domestic companies or specified funds or trusts or institutions, by way of dividend declared, distributed or paid by any domestic company in excess of INR 1,000,000 in aggregate shall be chargeable to tax at the rate of 10% on gross basis on such amount exceeding INR 1,000,000.
The Finance Act 2020 has replaced the DDT with the classical system of dividend taxation wherein dividend income will be taxed in the hands of the shareholders at their respective applicable tax rates. In the light of the above changes under the Income-tax Act, Company paying dividend to shareholders is required to do withholding of tax at the applicable rates prescribed under Income Tax Act read along Tax Treaty with respective countries (together with Multilateral Instruments (‘MLI’) as applicable) subject to conditions specified under the Income Tax Act.
Further the Finance Act 2020 has restored the section 80M of Income Tax Act to prevent the cascading effect of imposition of tax on dividend on same profits, by providing that where a domestic company declares dividend, out of dividend received from another domestic or foreign company or business trust, it shall be allowed in computing the total income of such domestic company, a deduction of an amount equal to so much of the amount of income by way of dividends received from such other domestic company or foreign company or business trust as does not exceed the amount of dividend distributed by it up to one month prior to the due date of filing income tax return.
Further the Finance Act 2020 amended section 57 of Income Tax Act to provide that no deduction shall be allowed from dividend income, other than deduction on account of interest expense and in any previous year such deduction shall not exceed twenty percent of the dividend income included in the total income for that year without deduction under section 57 of Income Tax Act.
Taxation of Employee Stock Options.
As enunciated in the Finance Act, 2009, Section 17 (2) of the Income Tax Act was amended to provide that any specified securities or sweat equity shares allotted or transferred, directly or indirectly, by a company free of cost or at concessional rate to its current or former employees are taxable in the hands of employees as a “perquisite”. This treatment extends to all options granted under a company’s stock option plan, where such option is exercised on or after April 1, 2009. The value of the perquisite is the fair market value, or FMV, of the specified security or share as on the date of exercise of the option by the employee as reduced by the amount actually paid by, or recovered from the employee in respect of such security or share. The value of the perquisite so computed is added to the income chargeable to tax in the hands of the employee under the head “salaries” and subject to tax at the rate applicable to the individual employee. Securities or sweat equity shares allotted or transferred by a company free of cost or at concessional rate to its employees were earlier subject to a fringe benefit tax, which now stands abolished.
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F. Dividends and Paying Agents
Not applicable.
G. Statements by Experts
Not applicable.
H. Documents on Display
The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that make electronic filings through its Electronic Data Gathering, Analysis, and Retrieval, or EDGAR, system all our Exchange Act reports and other SEC filings. You may also access information about Yatra Online through our corporate website https://www.yatra.com. The information contained in both websites is not incorporated by reference into this Annual Report.
I. Subsidiary Information
Not applicable.
J. Annual Report to Security Holders.
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s activities are exposed to variety of financial risk: credit risk, foreign currency risk and liquidity risk. The Company’s senior management oversees the management of these risks. The Company’s senior management ensures that the Company’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company’s policies and risk objectives. The Company reviews and agrees on policies for managing each of these risks which are summarized below:
Credit Risk. Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables), including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment.
See Note 39 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information relating to our exposure to credit risk.
Liquidity Risk. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, we aim to maintain flexibility in funding by keeping committed credit lines available.
The Group manages liquidity by maintaining adequate reserves, banking facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and financial liabilities.
Based on our past performance and current expectations, we believe that the cash and cash equivalent and cash generated from operations will satisfy the working capital needs, funding of operational losses, capital expenditure, commitments and other liquidity requirements associated with our existing operations through at least the next 12 months. In addition, there are no transactions, arrangements and other relationships with any other person that are reasonably likely to materially affect the availability of the requirement of capital resources. See Note 39 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information relating to our exposure to liquidity risk.
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Foreign Currency Risk. Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of the changes in foreign exchange rates. The Group operates through subsidiaries in India, Singapore and the United States. The functional currency of these subsidiaries is the local currency in the respective countries and accordingly there are no related significant foreign currency exposures. The Company currently does not have any hedging agreements or similar arrangements with any counter-party to cover its exposure to any fluctuations in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating transactions which are denominated in currency other than subsidiary’s functional currency (foreign currency denominated receivables and payables). See Note 39 to our audited consolidated financial statements included elsewhere in this Annual Report for sensitivity analysis relating to our exposure to foreign currency risk.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Not applicable.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
| 1) | On December 16, 2021, Yatra Online, Yatra USA Corp. (f/k/a Terrapin Acquisition 3 Corporation) (“Yatra USA”) and the holders (the “Yatra USA Class F Holders”) of Yatra USA’s Class F Common Stock, par value $0.0001 (the “Yatra USA Class F Shares”) entered into Amendment No. 1 to the Exchange and Support Agreement (the “Amendment”). The Amendment amends the Exchange and Support Agreement, dated December 16, 2016, between Yatra, Yatra USA and the Yatra USA Class F Holders (the “Agreement”), pursuant to which the Yatra USA Class F Holders had the right to exchange any or all of their Yatra USA Class F Shares, at their option and from time to time, for the same amount of ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) of Yatra. The Agreement was originally due to expire on December 16, 2021 pursuant to its terms. Pursuant to the Amendment, the Agreement will now expire upon the earlier of (i) the date that no Yatra USA Class F Shares remain outstanding or (ii) the mutual written consent of Yatra, Yatra USA and the Yatra USA Class F Holders. |
| 2) | Yatra Online and Yatra India, entered into share Subscription Cum Shareholders’ Agreement dated May 7, 2014, and Share Subscription Cum Shareholders’ agreement dated April 29, 2015 (together referred to as SHA), with IL&FS Trust Company Limited, Now, Vistra ITCL(India) Limited (in its capacity as a trustee for Pandara Trust –Scheme I(“Pandara Trust”)) and Capital18 Fincap Private Limited, now Network18 Media and Investments Limited(“Capital18”/”NW18”), (collectively the “Investors”). | |
| Pursuant to SHA, NW18 and Pandara Trust, were entitled to swap their Equity Shares into 569,768 and 172,634 Ordinary Shares of the Parent Entity, respectively. | ||
| Pursuant to the Waiver and Termination Agreement dated March 23, 2022 (“SHA Amendment Agreement”), the NW18 and Pandara Trust, have inter alia agreed to waive their swap rights contained under the SHA. | ||
| Further, the parties to SHA Amendment Agreement have agreed, that the SHA Amendment Agreement shall ipso facto terminate, without any further acts of the parties and without any liabilities or obligations whatsoever, upon the earlier of the following dates: | ||
| (a ) the date on which the Equity Shares of Yatra India are allotted pursuant to the Offer (as defined under the SHA Amendment Agreement) ; or | ||
| (b) if the bid/offer opening date in the Offer does not occur prior to September 30, 2023, or such other date as mutually agreed in writing between the Investors, Yatra Online and Yatra India; or | ||
| (c) the date on which the board of the Yatra India decides not to undertake the Offer. |
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ITEM 15. CONTROLS AND PROCEDURES
A. Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, management, including our Group chief executive officer and our Group CFO, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Group CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding our required disclosure.
Based on their evaluation as of March 31, 2023, our Group chief executive officer and Group CFO have concluded that our disclosure controls and procedures were not effective as a result of material weaknesses in our internal control over financial reporting as described below.
B. Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Group Chief Financial Officer and effected by our management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting purposes in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS as issued by the IASB, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and | |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the Company’s internal control over financial reporting as of March 31, 2023, the end of the Company’s fiscal year. Management based its assessment on criteria established in Internal Control-Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations (COSO 2013). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and the Company’s overall control environment. As a result of this assessment, management concluded that there were material weaknesses in its internal control over financial reporting, as described below, existing as of March 31, 2023, and hence, the internal control over financial reporting was not effective as at that date. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The scope of our management’s assessment of the effectiveness of internal control over financial reporting includes all of our company’s consolidated operations.
Our internal controls over financial reporting were ineffective due to inadequacy of documentation for review controls pertaining to control attributes, precision levels applied and documentation of completeness and accuracy of reports used impacting multiple financial statement accounts and the financial statement closing process, as well as the design and operating effectiveness of the IT general controls related to the Company’s freight forwarding business.
Remediation Plan
We have identified and begun to implement several steps to remediate the material weaknesses described in this Item 15 and to enhance our overall control environment:
Our remediation process principally includes:
| ● | We will evaluate the design and operating effectiveness of our IT systems and related applications pertaining to freight forwarding business and evaluate further process automation in this respect; | |
| ● | We will evaluate and update our policies and procedures regarding the rigor to be followed for review and documentation of controls | |
| ● | Provide additional training to the process owners to address matters around inadequacy of documentation for review controls pertaining to control attributes, precision levels applied and retaining the evidence including evidence of completeness and accuracy of data and reports used to ensure timely performance of control activities; | |
| ● | Validation of the above remediation process by Management. Management may decide to take the assistance of external professional firm(s) for the same and to provide feedback on any control enhancements required. |
The Company’s Management believes that the measures described above will remediate the material weaknesses that have been identified and is committed to improving the Company’s disclosure controls and procedures and internal control over financial reporting. Although we intend to complete the remediation process as promptly as possible, there is no assurance as to when such remediation would be completed. As the remediation plans are or continue to be implemented, management may take additional measures or modify the plan elements described above. We cannot assure that the measures we have taken to date and may take in the future, will be sufficient to remediate the control deficiencies that led to our material weaknesses in internal control over financial reporting or that we will prevent or avoid potential future material weaknesses. Until these weaknesses are remediated, we plan to continue to perform additional analyses and other procedures to ensure that our consolidated financial statements are prepared in accordance with IFRS.
The effectiveness of our internal control over financial reporting as at March 31, 2023 has been audited by Ernst and Young Associates LLP, India, our independent registered public accounting firm, as stated in their report which is reproduced in its entirety in Item 15(c) below:
| 145 |
C. Attestation Report of the Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Yatra Online Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Yatra Online, Inc.’s internal control over financial reporting as of March 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, because of the effect of the material weaknesses described below on the achievement of the objectives of the control criteria, Yatra Online, Inc. (the Company) has not maintained effective internal control over financial reporting as of March 31, 2023, based on the COSO criteria. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Management has identified material weaknesses in internal control over financial reporting related to inadequacy of documentation for review controls pertaining to control attributes, precision levels applied and documentation of completeness and accuracy of reports used impacting multiple financial statement accounts and the financial statement closing process, as well as the design and operating effectiveness of the IT general controls related to the Company’s freight forwarding business.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of Yatra Online, Inc. (the Company) as of March 31, 2023 and 2022, the related consolidated statements of profit or loss and other comprehensive loss, changes in equity and cash flows for each of the three years in the period ended March 31, 2023, and the related notes. These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report dated August 14, 2023, which expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst and Young Associates LLP
Gurugram, India
August 14, 2023
| 146 |
D. Changes in Internal Control over Financial Reporting
The Management has evaluated, with the participation of our Chief Executive Officer and our Group Chief Financial Officer, whether any changes in our internal control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, except for the remediation efforts described above in respect of the material weaknesses identified, management has concluded that no such changes have occurred in the financial year ended on March 31, 2023.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our Board has determined that we have at least one audit committee financial expert serving on the audit committee i.e. Mr. Murlidhara Kadaba. All the members of the audit committee are independent as that term is defined in the Nasdaq Listing Rules.
ITEM 16B. CODE OF ETHICS
Our Board has adopted the Code of Conduct. Our Code of Conduct documents the principles of conduct and ethics to be followed by our directors, officers and employees when conducting our business and performing their day-to-day duties. The purpose of our Code of Conduct is to promote honest and ethical conduct, compliance with applicable governmental rules and regulations, prompt internal reporting of violations of the Code of Conduct and a culture of honesty and accountability. A copy of the Code of Conduct has been provided to each of our directors, officers and employees who are required to acknowledge that they have received and will comply with the Code of Conduct. We intend to disclose any material amendments to the code, or any waivers of its requirements, in our public SEC filings and/or on our website in accordance with applicable SEC and Nasdaq rules and regulations. Our Code of Conduct can be found on our website at www.yatra.com.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Our financial statements prepared in accordance with IFRS as issued by IASB are audited by Ernst & Young Associates LLP, a firm registered with the Public Company Accounting Oversight Board in the United States.
Ernst & Young Associates LLP, has served as our independent registered public accountant for each of the years ended March 31, 2023, March 31, 2022 and March 31, 2021 for which audited statements appear in this Annual Report.
The following table shows the aggregate fees for services rendered by Ernst & Young Associates LLP to us, including our subsidiaries, in fiscal years 2023 and 2022.
| Fiscal | ||||||||
| 2022 | 2023 | |||||||
| Audit fees (audit and review of financial statements) | INR 33,366 | INR 33,069 | ||||||
| Audit-related fees (including fees related to the offerings and other miscellaneous audit-related certifications) | 14,500 | 7,500 | ||||||
| Tax fees (other certifications and tax advisory services) | 443 | 443 | ||||||
| All Other fees (advisory services) | - | - | ||||||
| Total | INR 48,309 | INR 41,012 | ||||||
| 147 |
Audit Committee Pre-approval Process
Our audit committee reviews and pre-approves the scope and the cost of audit services related to us and permissible non-audit services performed by the independent auditors, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
The following table provides information about purchases by us until fiscal year 2023 of our outstanding ordinary shares, par value $0.0001 per share:
| Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs(1) | ||||||||||
| Up to 3/31/2023 | NIL | NIL | NIL | NIL | ||||||||||
| 2/1/2023 – 2/28/2023 | NIL | NIL | NIL | NIL | ||||||||||
| 1/1/2023 – 1/31/2023 | NIL | NIL | NIL | NIL | ||||||||||
| 12/1/2022 – 12/31/2022 | NIL | NIL | NIL | NIL | ||||||||||
| 11/1/2022 – 11/30/2022 | NIL | NIL | NIL | NIL | ||||||||||
| 10/1/2022 – 10/31/2022 | NIL | NIL | NIL | NIL | ||||||||||
| 9/1/2022 – 9/30/2022 | NIL | NIL | NIL | NIL | ||||||||||
| 8/1/2022 – 8/31/2022 | NIL | NIL | NIL | NIL | ||||||||||
| 7/1/2022 – 7/31/2022 | NIL | NIL | NIL | NIL | ||||||||||
| 6/1/2022 – 6/30/2022 | NIL | NIL | NIL | NIL | ||||||||||
| 5/1/2022 – 5/31/2022 | NIL | NIL | NIL | NIL | ||||||||||
| 4/1/2022 – 4/30/2022 | NIL | NIL | NIL | NIL | ||||||||||
| Total | NIL | NIL | NIL | NIL | ||||||||||
| (1) | On January 12, 2017, the Board had accorded their consent to purchase the outstanding ordinary shares, par value $0.0001 per share of the Company from the employees and grantees in order to settle their tax obligations. We repurchased 18,892 ordinary shares at an average price of approximately INR 593.85 per share (excluding broker and transaction fees) in fiscal year 2017, respectively. | |
| (2) | The average price paid per share excludes broker and transaction fees. |
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
None.
| 148 |
ITEM 16G. CORPORATE GOVERNANCE
The Nasdaq Marketplace Rules provide that foreign private issuers may follow home country practice in lieu of the corporate governance requirements of the Nasdaq Stock Market LLC, subject to certain exceptions and requirements and except to the extent that such exemptions would be contrary to US Federal securities laws and regulations. To date, we have followed and intend to continue to follow the applicable corporate governance standards, barring certain exceptions under the Nasdaq Marketplace Rules.
In accordance with Rule 5250(d)(1) under Nasdaq Marketplace Rules, we will post this Annual Report on our company website at www.yatra.com. In addition, we will provide hard copies of our Annual Report free of charge to shareholders upon request.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 17. FINANCIAL STATEMENTS
See “Item 18. Financial Statements” for a list of the financial statements filed as part of this Annual Report.
ITEM 18. FINANCIAL STATEMENTS
Our consolidated financial statements are included in this Annual Report at pages F-1 through F-63.
| 149 |
ITEM 19. EXHIBITS
The following exhibits are filed as part of this Annual Report:
| 150 |
| 151 |
| Notes: | ||
| * | Filed herewith | |
| ** | Furnished herewith. | |
| # | Confidential treatment requested. | |
| + | Certain portions of this exhibit will be omitted because they are not material and would likely cause competitive harm to the registrant if disclosed. | |
| † | Schedules and other similar attachments have been omitted. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and other similar attachments upon request by the Securities and Exchange Commission. | |
| 152 |
INDEX TO FINANCIAL STATEMENTS
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Yatra Online, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Yatra Online, Inc. (the Company) as of March 31, 2023 and 2022, the related consolidated statements of profit or loss and other comprehensive loss, changes in equity and cash flows for each of the three years in the period ended March 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at March 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2023, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 14, 2023, expressed an adverse opinion thereon.
Basis of Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinions on the critical audit matters or on the accounts or disclosures to which they relates.
| Impairment assessment of Goodwill | ||
| Description of the Matter | As discussed in Note 20 to the Company’s consolidated financial statements, the goodwill balance as of March 31, 2023 was INR 528,191 thousand. The Company performs an impairment test of goodwill on an annual basis at the level of the cash generating units (CGUs) or more frequently if the Company becomes aware of events or changes in circumstances that would indicate that the carrying value of goodwill may not be recoverable. Auditing the Company’s goodwill impairment analysis was complex and judgmental due to the estimation required to determine the recoverable amount of the CGUs, being the higher of value in use and fair value less costs to sell. In particular, the recoverable amount estimate was sensitive to significant assumptions such as EBITDA margin, discount rate and the terminal value growth rate. These assumptions are forward looking and could be affected by future economic and market conditions. | |
| How We Addressed the Matter in Our Audit | To test the estimated recoverable amounts of the CGUs, we performed audit procedures that included, among others, assessing the methodologies against IAS 36, ‘Impairment of Assets’, used by management in deriving the recoverable value, and testing the significant assumptions and underlying data used by the Company in its analysis. We evaluated management’s ability to estimate future EBITDA margin by comparing actual results to management’s historical forecasts. We compared the EBITDA margin growth projections to current industry trends and external analyst reports. In addition, our valuation specialists assisted in evaluating the valuation methodology against the requirements of IAS 36 and to compare the discount rate and terminal value growth rate against observable market data and current economic trends. We also performed sensitivity analyses of the significant assumptions, which includes EBITDA margin, discount rates and terminal value growth rates, to evaluate the potential change in the recoverable amount of the CGUs resulting from changes in underlying assumptions. We also evaluated the adequacy of the Company’s disclosures as described in the above-mentioned note.
| |
| Recognition of variable consideration incentives pertaining to air ticketing | ||
| Description of the Matter | As discussed in Note 2.5 to the Company’s consolidated financial statements, the Company recognizes incentives related to air ticketing when the performance thresholds under the incentive schemes are achieved or are highly probable to be achieved at the end of the period. In accordance with IFRS 15, ‘Revenue from contracts with customers’, variable consideration income is included in the transaction price and recognized when it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved. At year end, in relation to incentive income from global distribution service (‘GDS’) providers, which is dependent upon achieving minimum performance thresholds of ticket segments sales over the term of the agreement, the Company performs an assessment to conclude whether it is highly probable to achieve the required sales targets and if the related variable consideration should be recognized or not. Auditing the Company’s constraining estimates assessment was judgmental, due to the degree of estimation involved, which was dependent upon various inputs, including the Company’s estimated air ticket sales growth rates and the impact of marketing initiatives on the Company’s ability to achieve sales targets set by the GDS providers. These assumptions are forward looking and could be affected by future economic and market conditions. | |
| How We Addressed the Matter in Our Audit | To test management’s assessment, we performed audit procedures that included, among others, comparing the Company’s estimated air ticket sales growth rates to historical data, current industry trends and external analyst reports. We also compared the impact of marketing initiatives on achieving required sales targets, based on historical data. Further, we performed sensitivity analysis of the significant assumptions to evaluate the potential change in the assessment resulting from changes in the underlying assumptions. |
/s/
We have served as the Company’s auditor since 2015.
August 14, 2023
| F-2 |
Yatra Online, Inc.
Consolidated statement of profit or loss and other comprehensive loss
(Amount in thousands, except per share data and number of shares)
| Year ended March 31, | ||||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||
| Notes | INR | INR | INR | USD | ||||||||||||||
| (refer to Note 2.4) | ||||||||||||||||||
| Revenue | ||||||||||||||||||
| Rendering of services | 8 | |||||||||||||||||
| Other revenue | 9 | |||||||||||||||||
| Total revenue | ||||||||||||||||||
| Other income | 10 | |||||||||||||||||
| Service cost | ||||||||||||||||||
| Personnel expenses | 11 | |||||||||||||||||
| Marketing and sales promotion expenses | ||||||||||||||||||
| Other operating expenses | 12 | |||||||||||||||||
| Depreciation and amortization | 13 | |||||||||||||||||
| Impairment of goodwill | 20 | |||||||||||||||||
| Impairment of loan to joint venture | 14 | |||||||||||||||||
| Results from operations | ( | ) | ( | ) | ||||||||||||||
| Share of loss of joint venture | 14 | ( | ) | |||||||||||||||
| Finance income | 15 | |||||||||||||||||
| Finance cost | 16 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Listing and related expenses | 44 | ( | ) | ( | ) | ( | ) | |||||||||||
| Change in fair value of warrants gain | ||||||||||||||||||
| Loss before taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Tax expense | 17 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other comprehensive income/(loss) | ||||||||||||||||||
| Items not to be reclassified to profit or loss in subsequent periods (net of taxes) | ||||||||||||||||||
| Remeasurement (loss)/gain on defined benefit plan, net of tax | 31 | ( | ) | ( | ) | ( | ) | |||||||||||
| Items that are or may be reclassified subsequently to profit or loss (net of taxes) | ||||||||||||||||||
| Foreign currency translation differences loss | 31 | ( | ) | ( | ) | |||||||||||||
| Other comprehensive loss for the period, net of tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total comprehensive loss for the period, net of tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss attributable to: | ||||||||||||||||||
| Owners of the Parent Company | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||||||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Total comprehensive loss attributable to: | ||||||||||||||||||
| Owners of the Parent Company | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-controlling interest | ( | ) | ( | ) | ||||||||||||||
| Total comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Loss per share | 18 | |||||||||||||||||
| Basic | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Diluted | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Weighted average number of shares | ||||||||||||||||||
| Basic | ||||||||||||||||||
| Diluted | ||||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-3 |
Yatra Online, Inc.
Consolidated statement of financial position
(Amount in thousands, except per share data and number of shares)
| March 31, 2022 | March 31, 2023 | |||||||||||||
| Notes | INR | INR | USD | |||||||||||
| (refer to Note 2.4) | ||||||||||||||
| Assets | ||||||||||||||
| Non-current assets | ||||||||||||||
| Property, plant and equipment | 19 | |||||||||||||
| Right-of-use assets | 43 | |||||||||||||
| Intangible assets and goodwill | 20 | |||||||||||||
| Prepayments and other assets | 21 | |||||||||||||
| Other financial assets | 22 | |||||||||||||
| Term deposits | 23 | |||||||||||||
| Other non-financial assets | 24 | |||||||||||||
| Deferred tax assets | 25 | |||||||||||||
| Total non-current assets | ||||||||||||||
| Current assets | ||||||||||||||
| Inventories | ||||||||||||||
| Trade and other receivables | 26 | |||||||||||||
| Prepayments and other assets | 21 | |||||||||||||
| Income tax recoverable | ||||||||||||||
| Other current financial assets | 27 | |||||||||||||
| Term deposits | 23 | |||||||||||||
| Cash and cash equivalents | 28 | |||||||||||||
| Total current assets | ||||||||||||||
| Total assets | ||||||||||||||
| Equity and liabilities | ||||||||||||||
| Equity | ||||||||||||||
| Share capital | 29 | |||||||||||||
| Share premium | 29 | |||||||||||||
| Treasury shares | 29 | ( |
) | ( |
) | ( |
) | |||||||
| Other capital reserve | 30 | |||||||||||||
| Accumulated deficit | ( |
) | ( |
) | ( |
) | ||||||||
| Foreign currency translation reserve | ( |
) | ( |
) | ( |
) | ||||||||
| Total equity attributable to equity holders of the Parent Company | ||||||||||||||
| Total non-controlling interest | ||||||||||||||
| Total equity | ||||||||||||||
| Non-current liabilities | ||||||||||||||
| Borrowings | 32 | |||||||||||||
| Trade and other payables | 33 | |||||||||||||
| Deferred tax liabilities | 25 | |||||||||||||
| Employee benefits | 34 | |||||||||||||
| Deferred revenue | 35 | |||||||||||||
| Lease liabilities | 43 | |||||||||||||
| Total non-current liabilities | ||||||||||||||
| Current liabilities | ||||||||||||||
| Borrowings | 32 | |||||||||||||
| Trade and other payables | 33 | |||||||||||||
| Employee benefits | 34 | |||||||||||||
| Deferred revenue | 35 | |||||||||||||
| Income taxes payable | ||||||||||||||
| Lease liabilities | 43 | |||||||||||||
| Other financial liabilities | 36 | |||||||||||||
| Other current liabilities | 37 | |||||||||||||
| Total current liabilities | ||||||||||||||
| Total liabilities | ||||||||||||||
| Total equity and liabilities | ||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
| F-4 |
Yatra Online, Inc.
Consolidated statement of changes in equity
(Amount in INR thousands, except per share data and number of shares)
| Attributable to shareholders of the Parent Company | ||||||||||||||||||||||||||||||||||||
| Equity share capital (Note 29) | Equity share premium (Note 29) | Treasury shares (Note 29) | Accumulated deficit | Other capital reserve (Note 30) | Foreign currency translation reserve | Total | Non-controlling interest | Total equity | ||||||||||||||||||||||||||||
| Balance as at April 1, 2020 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation differences loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Remeasurement gain on defined benefit plan | ||||||||||||||||||||||||||||||||||||
| Total other comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Transactions with owners, recorded directly in equity contributions by owners | ||||||||||||||||||||||||||||||||||||
| Share based payments | ||||||||||||||||||||||||||||||||||||
| Exercise of options | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of shares | ||||||||||||||||||||||||||||||||||||
| Cost of issuance of shares | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Change in non-controlling interest* | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Total contribution by owners | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance as at March 31, 2021 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of the consolidated financial statements
| F-5 |
Yatra Online, Inc.
Consolidated statement of changes in equity (Continued)
(Amount in INR thousands, except per share data and number of shares
| Attributable to shareholders of the Parent Company | ||||||||||||||||||||||||||||||||||||
Equity share capital (Note 29) | Equity share premium (Note 29) | Treasury shares (Note 29) | Accumulated deficit | Other capital reserve (Note 30) | Foreign currency translation reserve | Total | Non-controlling interest | Total equity | ||||||||||||||||||||||||||||
| Balance as at April 1, 2021 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation differences loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Remeasurement loss on defined benefit plan | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total other comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Transactions with owners, recorded directly in equity contributions by owners | ||||||||||||||||||||||||||||||||||||
| Share based payments | ||||||||||||||||||||||||||||||||||||
| Exercise of options | ( | ) | ||||||||||||||||||||||||||||||||||
| Change in non-controlling interest* | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Transaction with non-controlling interest** | ||||||||||||||||||||||||||||||||||||
| Total contribution by owners | ||||||||||||||||||||||||||||||||||||
| Balance as at March 31, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| * | |
| ** |
| F-6 |
Yatra Online, Inc.
Consolidated statement of changes in equity (Continued)
(Amount in INR thousands, except per share data and number of shares)
| Attributable to shareholders of the Parent Company | ||||||||||||||||||||||||||||||||||||
| Equity share capital (Note 29) | Equity share premium (Note 29) | Treasury shares( Note 29) | Accumulated deficit | Other capital reserve(Note 30) | Foreign currency translation reserve | Total | Non-controlling interest | Total equity | ||||||||||||||||||||||||||||
| Balance as at April 1, 2022 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation differences loss | ||||||||||||||||||||||||||||||||||||
| Remeasurement loss on defined benefit plan | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total other comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Transactions with owners, recorded directly in equity contributions by owners | ||||||||||||||||||||||||||||||||||||
| Share based payments | ||||||||||||||||||||||||||||||||||||
| Vested PSUs net settled for employee’s tax obligation (Refer note 30.2) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Exercise of options | ( | ) | ||||||||||||||||||||||||||||||||||
| Change in non-controlling interest* | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Total contribution by owners | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance as at March 31, 2023 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of the consolidated financial statements.
| F-7 |
Yatra Online, Inc.
Consolidated statement of cash flows
(Amount in thousands, except per share data and number of shares)
| March 31, | March 31, | March 31, | ||||||||||||||||
| 2021 | 2022 | 2023 | ||||||||||||||||
| Notes | INR | INR | INR | USD | ||||||||||||||
| (refer to Note 2.4) | ||||||||||||||||||
| Cash flows from operating activities: | ||||||||||||||||||
| Loss before tax | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| Adjustments to reconcile loss before tax to net cash flows: | ||||||||||||||||||
| Depreciation and amortization | 13 | |||||||||||||||||
| Interest income | 15 | ( |
) | ( |
) | ( |
) | ( |
||||||||||
| Interest costs | 16 | |||||||||||||||||
| Impairment of goodwill | 20 | |||||||||||||||||
| Unrealized foreign exchange loss/(gain) | 16 | ( |
) | ( |
) | ( |
) | |||||||||||
| Gain on disposal of property, plant and equipment | 10,19 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||
| Change in fair value of warrants - gain | ( |
) | ( |
) | ||||||||||||||
| Provisions (net) | ( |
) | ( |
) | ( |
) | ||||||||||||
| Gain on termination/ rent concession of leases | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| Unwinding of deferred consideration | ( |
) | ( |
) | ( |
) | ||||||||||||
| Share of loss/ (gain) of a joint venture | 14 | ( |
) | |||||||||||||||
| Share-based payment expense | 11 | |||||||||||||||||
| Impairment of loan to joint venture | ||||||||||||||||||
| Working capital changes: | ||||||||||||||||||
| Decrease/ (increase) in trade and other receivables | ( |
) | ( |
) | ( |
) | ||||||||||||
| Decrease in inventories | ||||||||||||||||||
| Increase/ (decrease) in trade and other payables | ( |
) | ( |
) | ( |
) | ||||||||||||
| Settlement of contingent consideration | 42 | ( |
) | |||||||||||||||
| Direct taxes (paid)/ refunds | ( |
) | ( |
) | ||||||||||||||
| Net cash from/used in operating activities | ( |
) | ( |
) | ( |
) | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||||||
| Acquisition of business (net of cash acquired) | 42 | ( |
) | |||||||||||||||
| Purchase of property, plant and equipment | 19 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||
| Proceeds from sale of property, plant and equipment | ||||||||||||||||||
| Purchase/development of intangible assets | 20 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||
| Investment in term deposits | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| Proceeds from term deposits | ||||||||||||||||||
| Interest received | 15 | |||||||||||||||||
| - | ||||||||||||||||||
| Net cash from/(used in) investing activities | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| Cash flows from financing activities: | ||||||||||||||||||
| Proceeds from issue of share capital (net of cost of issuance of shares) | 43 | |||||||||||||||||
| Vested PSU net settled for employee’s tax obligation | 30.2 | ( |
) | ( |
) | |||||||||||||
| Payment of principal portion of lease liabilities | 44 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||
| Payment of interest portion of lease liabilities | 44 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||
| Proceeds from factoring | 32 | |||||||||||||||||
| Repayment of factoring proceeds | 32 | ( |
) | ( |
) | ( |
) | ( |
) | |||||||||
| Proceeds of borrowings | 32 | |||||||||||||||||
| Repayment of borrowings | 32 | ( |
) | ( |
) | ( |
) | |||||||||||
| Repayment of vehicle loan | 32 | ( |
) | ( |
) | ( |
) | |||||||||||
| Interest paid on borrowings | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||
| Net cash from financing activities | ||||||||||||||||||
| Net increase/ (decrease) in cash and cash equivalents | ( |
) | ( |
) | ( |
) | ||||||||||||
| Effect of exchange differences on cash and cash equivalents | ( |
) | ||||||||||||||||
| Cash and cash equivalents at the beginning of the year | ||||||||||||||||||
| Closing cash and cash equivalents at the end of the year | ||||||||||||||||||
| Components of cash and cash equivalents: | ||||||||||||||||||
| Cash on hand | ||||||||||||||||||
| On current account | ||||||||||||||||||
| Fixed deposits with banks | ||||||||||||||||||
| Credit card collection in hand | ||||||||||||||||||
| Total cash and cash equivalents | 28 | |||||||||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
Changes in liabilities arising from financing activities
| Particulars | Opening balance as at April 1, 2022 | Cash flows (net) | Vehicle loans taken** | Other changes* | Closing balance as at March 31, 2023 | |||||||||||||||
| Non current borrowings (including current maturities) | ||||||||||||||||||||
| Current Borrowings | ||||||||||||||||||||
| Total liabilities from financing activities | ||||||||||||||||||||
| Particulars | Opening balance as at April 1, 2021 | Cash flows (net) | Vehicle loans taken** | Other changes* | Closing balance as at March 31, 2022 | |||||||||||||||
| Non current borrowings (including current maturities) | ( | ) | ||||||||||||||||||
| Current Borrowings | ||||||||||||||||||||
| Total liabilities from financing activities | ||||||||||||||||||||
| Particulars | Opening balance as at April 1, 2020 | Cash flows (net) | Vehicle loans taken** | Other changes* | Closing balance as at March 31, 2021 | |||||||||||||||
| Non current borrowings (including current maturities) | ( | ) | ||||||||||||||||||
| Current Borrowings | ( | ) | ||||||||||||||||||
| Total liabilities from financing activities | ( | ) | ||||||||||||||||||
| * | |
| ** |
| F-8 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
1. Corporate information
Yatra Online, Inc. (the “Parent Company”) together with its subsidiaries (collectively, “the Company”, “We” or the “Group”) and equity accounted investee is primarily engaged in the business of selling travel products and solutions in India and Singapore. The Group offers its customers the entire range of travel services including ticketing, tours and packages and reservations for hotels. The Parent Company is a public limited company incorporated and domiciled and incorporated in Cayman Islands; the registered office is located at Maples Corporate Services Limited, PO Box-309, Ugland House, Grand Cayman, KYI-1104 Cayman Islands. The Company’s ordinary shares representing equity shares are listed on the NASDAQ Stock Exchange. Information on the Group structure is provided in Note 6.
2. Significant accounting policies
2.1 Basis of preparation
The consolidated financial statements for March 31, 2023 have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
The Accounting policies have been consistently applied by the Group for all the periods presented in these financial statements, except in relation to the new standards adopted on April 1, 2022 (Refer Note 2.2).
The consolidated financial statements of the Company for the year ended March 31, 2023 were authorized for issuance by the Parent Company’s board of directors on August 14, 2023.
The consolidated financial statements are prepared on historical cost basis, except for financial instruments classified as fair value through profit or loss and other comprehensive income/ loss.
All amounts have been rounded to the nearest thousand, unless otherwise indicated.
2.2 New standards, interpretations and amendments adopted by the Group
The Group applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after April 1, 2022. The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective.
| F-9 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Amendment to IAS 37, “Provisions, Contingent Liabilities and Contingent Assets”
On May 14, 2020, the IASB issued “Onerous Contracts — Cost of Fulfilling a Contract (Amendments to IAS 37)”, amending the standard regarding costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous. The amendment specifies that the “cost of fulfilling” a contract comprises the “costs that relate directly to the contract”. Costs that relate directly to a contract can either be incremental costs of fulfilling that contract or an allocation of other costs that relate directly to fulfilling contracts. These amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application is permitted. These amendments are applicable on the Group for annual reporting periods beginning on April 1, 2022.
The Group has evaluated the amendment and there is no impact on its consolidated financial statements.
Amendments to IAS 16, “Property, Plant and Equipment”
On May 14, 2020 the IASB issued amendment to IAS 16 Property, Plant and Equipment — Proceeds before Intended Use (Amendments to IAS 16) which amends the standard to prohibit deducting from the cost of an item of property, plant and equipment any proceeds from selling items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the cost of producing those items, in profit or loss. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2022, although early adoption is permitted.
These amendments are applicable on the Group for annual reporting periods beginning on April 1, 2022.
These amendments had no impact on the consolidated financial statements of the Group as there were no sales of such items produced by property, plant and equipment made available for use on or after the beginning of the earliest period presented.
Reference to the Conceptual Framework Amendments to IFRS 3, “Business Combinations”
On May 28, 2020, the International Accounting Standards Board (IASB) issued Amendments to IFRS 3 Business Combinations - Reference to the Conceptual Framework. The amendments are intended to replace a reference to the Framework for the Preparation and Presentation of Financial Statements, issued in 1989 (Framework), with a reference to the Conceptual Framework for Financial Reporting issued in March 2018 (the Conceptual Framework) without significantly changing its requirements.
The amendments add an exception to the recognition principle of IFRS 3 to avoid the issue of potential ‘day 2’ gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to determine whether a present obligation exists at the acquisition date.
At the same time, the amendments add a new paragraph to IFRS 3 to clarify that contingent assets do not qualify for recognition at the acquisition date. This amendment is applicable for annual period beginning on or after January 1, 2022 although early adoption is permitted. These amendments are applicable on the Group for annual reporting periods beginning on April 1, 2022.
These amendments had no impact on the consolidated financial statements of the Group as there were no contingent assets, liabilities or contingent liabilities within the scope of these amendments that arose during the period.
IFRS 9 “Financial Instruments”: Fees in the ‘10 per cent’ test for derecognition of financial liabilities
● The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf.
● An entity applies the amendment to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period in which the entity first applies the amendment.
● An entity applies the amendment for annual reporting periods beginning on or after January 1, 2022. Earlier application is permitted.
The amendment is applicable on the Group for annual reporting period beginning on April 1, 2022.
These amendments had no impact on the consolidated financial statements of the Group as there were no modifications of the Group’s financial instruments during the period.
2.3 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Parent Company and its subsidiaries as disclosed in Note 6.
A subsidiary is an entity controlled by the Group. Control exists when the parent has power over the entity, is exposed, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns by using its power over the entity. Power is demonstrated through existing rights that give the ability to direct relevant activities, those which significantly affect the entity’s returns.
Subsidiaries are fully consolidated from the date on which the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies and accounting period in line with those used by the Group. All intra-group transactions, balances, income and expenses and cash flows are eliminated on consolidation.
| F-10 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Non-controlling interest is the equity in a subsidiary not attributable, directly or indirectly, to a parent. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the business combination and the Non-controlling interests’ share of changes in equity since that date.
Profit or loss and each component of other comprehensive income/ loss (OCI) are attributed to the equity holders of the parent of the Group and to the Non-controlling interests, even if this results in the Non-controlling interests having a deficit balance.
A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction.
2.4 Foreign currencies
The Group’s presentation currency is Indian national rupee (INR). The Parent Company’s functional currency is United States dollar (USD). The Company’s operations are conducted through the subsidiaries and equity accounted investee where the local currency is the functional currency and the financial statements of such entities are translated from their respective functional currencies into INR.
Group companies
On consolidation, the assets and liabilities of foreign operations are translated into presentation currency at the rate of exchange prevailing at the reporting date and their statement of profit or loss and other comprehensive loss are translated at average exchange rates prevailing during the year ended March 31, 2023, March 31, 2022 and March 31, 2021, except for transactions where there is a significant difference in the average exchange rate and exchange rate on the date of transaction, in which cases, the transactions are reported using rate of that date. The exchange differences arising on translation for consolidation are recognized in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognized in the statement of profit or loss and other comprehensive loss.
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at their respective functional currency spot rates at the date the transactions first qualify for recognition.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognized in the statement of profit or loss and other comprehensive loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).
| F-11 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Convenience translation
The consolidated financial statements are stated in thousands of INR. However, solely for the convenience of the readers, the consolidated statement of financial position as at March 31, 2022, the consolidated statement of profit or loss and other comprehensive loss for the year ended March 31, 2023 and consolidated statement of cash flows for year ended March 31, 2023 were converted into USD at the exchange rate of INR per USD, which is based on the noon buying rate as at March 31, 2023, 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 IFRS. Such convenience translation is not subject to audit by the Company’s Independent Registered Public Accounting Firm.
2.5 Summary of significant accounting policies
Current versus non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:
● Expected to be realised or intended to be sold or consumed in the normal operating cycle
● Held primarily for the purpose of trading
● Expected to be realised within twelve months after the reporting period
Or
● Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
● It is expected to be settled in the normal operating cycle
● It is held primarily for the purpose of trading
● It is due to be settled within twelve months after the reporting period
Or
● There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.
The Group classifies all other liabilities as non-current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.
Joint ventures
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. The considerations made in determining joint control are similar to those necessary to determine control over subsidiaries.
The Group’s investment in its joint venture is accounted for using the equity method. Under the equity method, the investment in the joint venture is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in the Group’s share of net assets of the joint venture since the acquisition date. The statement of profit or loss and other comprehensive loss reflects the Group’s share of the results of operations of the joint venture. In addition, when there has been a change recognized directly in the equity of the joint venture, the Group recognizes its share of any changes, when applicable, in the statement of changes in equity. Unrealized gains and losses resulting from transactions between the Group and the joint venture are eliminated to the extent of the interest in the joint venture.
The financial statements of the joint venture are prepared for the same reporting period as that of the Group.
At each reporting date, the Group determines whether there is objective evidence that the investment in the joint venture is impaired. If there is such evidence, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its carrying value, and then recognizes the loss as ‘Share of loss of a joint venture’ in the statement of profit or loss and other comprehensive loss. When the Group’s share of losses of a joint venture exceeds the Group’s interest in that joint venture (which includes any long-term interests that, in substance, form part of the Group’s net investment in the joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture. At each reporting date, Group true-up its obligation to contribute towards the share of cumulative loss of the Joint venture, and reversal, if any, arising is recognised as the gain under ‘Share of loss of a joint venture’ in the statement of profit or loss and other comprehensive loss.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value. Acquisition-related costs are expensed as incurred in statement of profit or loss and other comprehensive loss.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognized for Non-controlling Interest over the fair value of the identifiable net assets acquired and liabilities assumed. If the fair value of the identifiable net assets acquired is in excess of the aggregate consideration transferred, the Group reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognized at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognized in the statement of profit or loss and other comprehensive loss.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s Cash Generating Units (CGUs) (refer to Note 20) that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
| F-12 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Revenue recognition
We generate our revenue from contracts with customers. We recognize revenue when we satisfy a performance obligation by transferring control of the promised services to a customer in an amount that reflects the consideration that we expect to receive in exchange for those services. When we act as an agent in the transaction under IFRS 15, we recognize revenue only for our commission on the arrangement. The Group has concluded that it is acting as agent in case of sale of airline tickets, hotel bookings, sale of rail and bus tickets as the supplier is primarily responsible for providing the underlying travel services and the Group does not control the service provided by the supplier to the traveler and as principal in case of sale of holiday packages since the group controls the services before such services are transferred to the traveler.
The Group provides travel products and services to leisure customers (B2C—Business to Consumer), corporate travelers (B2E—Business to Enterprise) and B2B2C (Business to Business to Consumer) travel agents in India and abroad. The revenue from rendering these services is recognized in the statement of profit or loss and other comprehensive loss once the services are rendered. This is generally the case 1) on issuance of ticket in case of sale of airline tickets 2) on date of hotel booking and 3) on the date of completion of outbound and inbound tours and packages.
The application of our revenue recognition policies and a description of our principal activities, organized by segment, from which we generate our revenue, are presented below.
Air Ticketing
We receive commissions or service fees from the travel supplier/bank and/or travelling customer. Revenue from the sale of airline tickets is recognized as an agent on a net commission earned basis. Revenue from service fee is recognized on earned basis. Both the performance obligations are satisfied on issuance of airline ticket to the traveler. We record a allowance for cancellations at the time of the transaction based on historical experience and restrict revenue recognition only to the extent that it is highly probable that a significant reversal of revenue will not occur in future periods.
Incentives related to airlines are accounted for as variable consideration when the amount of revenue to be recognized can be estimated to the extent that it is probable that a significant reversal of any incremental revenue will not occur.
We receive upfront fee from Global Distribution System (“GDS”) providers for facilitating the booking of airline tickets on its website or other distribution channels to travel agents for using their system. The upfront fees is recognised as revenue for actual airline tickets sold over the total number of airline tickets to be sold over the term of the agreement, in both cases using such GDS platforms, and the balance amount is recognized as deferred revenue under contract liabilities.
We earn incentives from airlines if specific targets are achieved over a period of time. Such incentives are treated as variable consideration and the Group estimates the amount of consideration to which it will be entitled in exchange for services at the contract inception date and at each reporting date using either the most likely amount method or the expected value method, depending on which method the Group expects to better predict the amount of consideration to which it will be entitled. The most likely amount is used for those contracts with a single volume threshold, while the expected value method is used for those with more than one volume threshold. The Group includes estimated variable consideration in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved.
The disclosures of significant estimates and assumptions relating to the estimation of variable consideration are provided in Note 8.
Hotels and Packages
Revenue from hotel reservation is recognized as an agent on a net commission earned basis. Revenue from service fee from customer is recognized on earned basis. The performance obligation is satisfied on the date of hotel booking. We record an allowance for cancellations at the time of booking on this revenue based on historical experience and restrict revenue recognition only to the extent that it is highly probable that a significant reversal of revenue will not occur in future periods.
Revenue from packages are accounted for on a gross basis as the Group controls the services before such services are transferred to the traveler and is determined to be the primary obligor in the arrangement. The Group recognises revenue from such packages on the date of completion of outbound and inbound tours and packages. . Cost of delivering such services includes cost of hotels, airlines and package services and is disclosed as service cost.
Other Services
Revenue from other services primarily comprises of revenue from sale of rail and bus tickets and revenue from freight forwarding services. Revenue from the sale of rail and bus tickets is recognized as an agent on a net commission earned basis on the date of booking of ticket, net of allowance for cancellations at the time of the transaction based on historical experience. Revenue related to freight forwarding services is recognized at the time of departure of the cargo at the origin in case of exports and in case of Imports, revenue is recognized on the basis of arrival dates. We act as an agent; accordingly, we recognize revenue only for our commission on the arrangement.
| F-13 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Others
Revenue from other, primarily comprising advertising revenue and fees for facilitating website access to travel insurance companies are being recognized as the services are being performed as per the terms of the agreements with respective suppliers.
Revenue is recognized net of allowances for cancellations, refunds during the period and taxes.
The Group provides loyalty programs under which participating customers earn loyalty points on current transactions that can be redeemed for future qualifying transactions. Under its customer loyalty programs, the Group allocates a portion of the consideration received to loyalty points that are redeemable against any future purchases of the Group’s services. This allocation is based on the relative stand-alone selling prices. The amount allocated to the loyalty program is deferred, and is recognised as revenue when the Group fulfils its obligations to supply the products/services under the terms of the program.
The Group incurs certain marketing and sales promotion expenses which get reduced from revenue. This includes the cost for upfront cash incentives to the end users and loyalty programs as incurred for customer inducement and acquisition for promoting transactions across various booking platforms.
Contract balances
Contract assets
A contract asset is recognised for the right to consideration in exchange for services transferred to the customer if receipt of such consideration is conditional on completion of further activities/ services, i.e., the Group does not have an unconditional right to receive consideration.
Trade receivables
A receivable is recognised if an amount of consideration that is unconditional is due from the customer (i.e., only the passage of time is required before payment of the consideration is due).
Contract liabilities
A contract liability is the obligation to transfer services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers services to the customer, a contract liability is recognized when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Group performs under the contract.
Government grants
Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions have been complied with or will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset.
The Group has assessed and determined to present grants as other income in the statement of profit or loss and other comprehensive loss.
Marketing and sales promotion expenses
Marketing and sales promotion expenses primarily comprise of online, television, radio and print media advertisement costs as well as event driven promotion cost for the Group’s products and services. Such costs are the amounts paid to or accrued towards advertising agencies or direct service providers for advertising on websites, television, print formats, search engine marketing and any other media. Advertising and business promotion costs are recognized when incurred.
Additionally, the Group also incurs customer inducement and acquisition costs for acquiring customers and promoting transactions across various booking platforms such as upfront cash incentives, which when incurred are recorded as a reduction from revenue.
| F-14 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Finance income and costs
Finance income comprises interest income on term deposits. Interest income is recognized as it accrues in the statement of profit or loss and other comprehensive loss, using the effective interest rate method (EIR).
Finance cost comprises interest expense on borrowings, interest expense on lease liability and unwinding of other financial liabilities. Interest expense is recognized in the statement of profit or loss and other comprehensive loss using EIR.
Taxes
Current tax
Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in the countries where the Group operates and generate taxable income.
Current income tax relating to items recognized directly in equity is recognized in equity and not in the statement of profit or loss and other comprehensive loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.
Deferred tax
Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.
Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:
● When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
● In respect of deductible temporary differences associated with investments in subsidiaries and interests in joint arrangements, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
● When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss
● In respect of taxable temporary differences associated with investments in subsidiaries and interests in joint arrangements, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognized outside consolidated statement of profit or loss are recognized outside profit or loss. Deferred tax items are recognized, in correlation to the underlying transaction either in other comprehensive income/loss or directly in equity.
| F-15 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxation authority.
Minimum Alternative Tax
Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current tax for the year. The deferred tax asset is recognised for MAT credit available only to the extent that it is probable that the concerned company will pay normal income tax during the specified period, i.e., the period for which MAT credit is allowed to be carried forward. In the year in which the company recognizes MAT credit as an asset, it is created by way of credit to the statement of profit and loss and shown as part of deferred tax asset. The company reviews the “MAT credit entitlement” asset at each reporting date and writes down the asset to the extent that it is no longer probable that it will pay normal tax during the specified period.
Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. All repair and maintenance costs are recognized in the statement of profit or loss and other comprehensive loss as incurred.
An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss and other comprehensive loss when the asset is derecognized.
Depreciation is calculated on straight line basis using the rates arrived at based on the estimated useful lives of the assets as follows:
| Computer and peripherals | |
| Furniture and fixtures | |
| Office equipment | |
| Vehicles |
Leasehold improvements are amortized over the lower of primary lease period or economic useful life.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization (calculated on a straight-line basis over their useful lives) and accumulated impairment losses, if any.
Technology related development costs incurred by the Group are measured at cost less accumulated amortization and accumulated impairment losses. Cost includes expenses incurred during the application development stage. The costs related to planning and post implementation phases of development are expensed as incurred.
Internally generated intangibles, excluding capitalized development costs, are not capitalized. Instead, the related expenditure is recognized in the statement of profit or loss and other comprehensive loss in the period in which the expenditure is incurred.
Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Group can demonstrate:
| ● | The technical feasibility of completing the intangible asset so that the asset will be available for use or sale | |
| ● | Its intention to complete and its ability and intention to use or sell the asset | |
| ● | How the asset will generate future economic benefits | |
| ● | The availability of resources to complete the asset | |
| ● | The ability to measure reliably the expenditure during development |
| F-16 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortization and accumulated impairment losses. Amortization of the asset begins when development is complete and the asset is available for use. It is amortized over the period of expected future benefit in the statement of profit or loss and other comprehensive loss. During the period of development, the asset is tested for impairment annually.
Goodwill is initially recognized at cost and is subsequently measured at cost less any accumulated impairment losses.
On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss recognized in the statement of profit or loss and other comprehensive loss on disposal.
Intangible assets with finite life are amortized over the useful economic life on straight line basis and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset is reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortization period or method, as appropriate, and are treated as changes in accounting estimates. The amortization expense on intangible assets is recognized in the statement of profit or loss and other comprehensive loss.
Intangible assets are amortized as below:
| Agent / Supplier relationships | |
| Non-compete agreements | |
| Trademarks | |
| Intellectual property rights | |
| Computer software and websites | |
| Customer relationships | to years |
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
| F-17 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:
| ● | Buildings | |
| ● | Others
|
If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Refer to Note 43 for disclosures on leases.
Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
(i) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortized cost, at fair value through other comprehensive income (OCI), and fair value through profit or loss.
| F-18 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not measured at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price.
In order for a financial asset to be classified and measured at amortized cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
| ● | Financial assets at amortized cost (debt instruments) | |
| ● | Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments) | |
| ● | Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments) | |
| ● | Financial assets at fair value through profit or loss |
Financial assets at amortized cost (debt instruments)
The Group measures financial assets at amortized cost if both of the following conditions are met:
| ● | The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows, and | |
| ● | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding |
Financial assets at amortized cost are subsequently measured using the effective interest rate (EIR) method and are subject to impairment. Gains and losses are recognized in profit or loss when the asset is derecognized, modified or impaired
The Group’s financial assets at amortized cost includes trade receivables, term deposits, security deposits and employee loans. For more information on receivables, refer to Note 26.
Financial assets at fair value through OCI (debt instruments)
The Group measures debt instruments at fair value through OCI if both of the following conditions are met:
| ● | The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling, and, | |
| ● | The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding |
Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity for the issuer under “IAS 32 Financial Instruments: Presentation” and are not held for trading. The classification is determined on an instrument-by-instrument basis.
| F-19 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value.
Financial assets (debt instruments) with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair value through OCI, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.
Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognized in the statement of profit or loss.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e., removed from the Group’s consolidated statement of financial position) when:
| ● | The rights to receive cash flows from the asset have expired | |
| Or | ||
| ● | The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. | |
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership.
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass- through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.
Impairment of financial assets
The Group recognized an allowance for expected credit losses (ECLs) for all instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognizes a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
| F-20 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
ii) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings or payables, as appropriate. All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, interest-bearing borrowings including bank overdrafts and share warrants.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include share warrants for which gain or loss is routed through profit or loss. For more details on share warrants, refer to Note 36.
Loans and borrowing
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the EIR method. The EIR amortization is included as finance costs in the statement of profit or loss and other comprehensive loss. This category applies to interest-bearing borrowings, trade and other payables.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of financial position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
Fair value measurement
The Group measures financial instruments, at fair value such as warrants etc. at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
● In the principal market for the asset or liability
Or
● In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
| F-21 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
● Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities
● Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
● Level 3 — inputs for the asset or liability that are not based on observable market data (unobservable inputs).
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy, as explained above.
Fair-value related disclosures for financial instruments that are measured at fair value or where fair values are disclosed, are summarised in the note no 7.
Own equity instruments that are reacquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognized in the share premium.
Cash and cash equivalents
Cash and short-term deposits in the statement of financial position comprise cash at banks, payment gateways and on hand and short-term deposits with a maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Group’s cash management.
Inventories
Inventories are valued at the lower of cost and net realizable value. Cost is determined on FIFO (First in First out) basis and net realizable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. Inventories include tickets for amusement parks and attractions.
| F-22 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Impairment of non-financial assets
Assets that have an indefinite useful life, for example goodwill, are not subject to amortization and are tested at least annually or when there are indicators that an asset may be impaired, for impairment. Assets that are subject to depreciation and amortization are reviewed for impairment, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Such circumstances include, though are not limited to, significant or sustained decline in revenues or earnings and material adverse changes in the economic environment.
Impairment test for goodwill is performed at the level of each CGU or groups of CGUs expected to benefit from acquisition-related synergies and represent the lowest level within the entity at which the goodwill is monitored for internal management purposes and which is not higher than the Group’s operating segment. A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or group of assets.
An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. The recoverable amount of an asset is the greater of its fair value less costs to sell and value in use. To calculate value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market rates and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Fair value less costs to sell is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, less the costs of disposal. Impairment losses, if any, are recognized in the statement of profit or loss and other comprehensive loss as a component of depreciation and amortization expense.
An impairment loss in respect of goodwill is not reversed. For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss.
Provisions and contingencies
Provisions are recognized when the Group has a present obligation (legal or constructive), as a result of a past event, that is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to any provision is presented in the statement of profit or loss and other comprehensive loss.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities are recognized at their fair value only, if they were assumed as part of a business combination. Contingent assets are not recognized. However, when the realization of income is virtually certain, then the related asset is no longer a contingent asset, and is recognized as an asset. Information on contingent liabilities is disclosed in the notes to the consolidated financial statements, unless the possibility of an outflow of resources embodying economic benefits is remote.
Employment benefit plan
The Group’s post-employment benefits include defined benefits plan and defined contribution plans. The Group also provides other benefits in the form of deferred compensation and compensated absences.
Under the defined benefit retirement plan, the Group provides obligation in the form of Gratuity under the Payment of Gratuity Act 1972 (India). Under the plan, a lump sum payment is made to eligible employees at retirement or termination of employment based on respective employee’s salary and years of service with the Group.
| F-23 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
For defined benefit retirement plans, the difference between the fair value of the plan assets and the present value of the plan liabilities is recognized as an asset or liability in the statement of financial position. Scheme liabilities are calculated using the projected unit credit method and applying the principal actuarial assumptions as at the date of statement of financial position. Plan assets are assets that are qualifying insurance policies.
All expenses excluding remeasurements of the net defined benefit liability (asset), in respect of defined benefit plans are recognized in the statement of profit or loss and other comprehensive loss as incurred. Remeasurement, comprising actuarial gains and losses and the return on the plan assets (excluding amounts included in net interest on the net defined benefit liability (asset)), are recognized immediately in the statement of financial position with a corresponding debit or credit to retained earnings through OCI (Other comprehensive income) in the period in which they occurred. The remeasurements are not re-classified to profit or loss in subsequent years. The Group’s contribution to defined contribution plans are recognized in statement of profit or loss and other comprehensive loss as and when the services are rendered by employees. The Group has no further obligations under these plans beyond its periodic contributions.
The employees of the Group are entitled to compensated absences. The employees can carry forward up to the specified portion of the unutilized accumulated compensated absences and utilize it in future periods or receive cash at retirement or termination of employment. The Group records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Group measures the expected cost of compensated absences as the additional amount that the Group expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Group recognizes accumulated compensated absences based on actuarial valuation. Non-accumulating compensated absences are recognized in the period in which the absences occur. Any actuarial gains or losses are recognized in the statement of profit or loss and other comprehensive loss in the period in which they arise.
Employees (including senior executives) of the Group receive part of their remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
The cost of equity-settled transactions is determined at the fair value at the date when the grant is made using Black-Scholes valuation model, further details of which are given in Note 30.
That cost is recognized in employee benefits expense, together with a corresponding increase in equity (other capital reserves), over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period). The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit or loss and other comprehensive loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period.
Service conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that will ultimately vest.
No expense is recognized for awards that do not ultimately vest because service conditions have not been met.
The Group’s Earnings (Loss) per Share (‘EPS’) is determined based on the net profit/(loss) attributable to the shareholders’ of the parent company. Basic EPS is computed using the weighted average number of shares outstanding during the year.
| F-24 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Diluted EPS is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year including, share options and warrants (using the treasury stock method for options and warrants), except where the result would be anti-dilutive.
If the number of ordinary or potential ordinary shares outstanding increase as a result of a capitalization, bonus issue or share split, or decrease as a result of a reverse share split, the calculation of basic and diluted earnings per share for all periods presented is adjusted respectively, further details of which are given in Note 18.
3. Standards and interpretations issued but not effective
The new standards, interpretations and amendments to Standards that are issued to the extent relevant to the Group, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these Standards, if applicable, when they become effective.
Amendments to IAS 1, “Presentation of Financial Statements”
On February 12, 2021, the IASB has issued amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements which requires the entities to disclose their material accounting policies rather than their significant accounting policies. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2023, although early adoption is permitted. These amendments are applicable on Group for annual reporting periods beginning on April 1, 2023. The Group is in the process of evaluating the impact of the amendment.
Amendments to IAS 8, “Accounting Policies, Changes in Accounting Estimates and Errors”
On February 12, 2021 the IASB has issued amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors, which introduced a definition of ‘accounting estimates’ and included amendments to IAS 8 to help entities distinguish changes in accounting policies from changes in accounting estimates and the correction of errors. Also, the IASB clarified how entities use measurement techniques and inputs to develop accounting estimates. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2023, although early adoption is permitted. These amendments are applicable on the Group for annual reporting periods beginning on April 1, 2023. The Group is in the process of evaluating the impact of the amendment.
Amendments to IAS 12, “Income Taxes” regarding deferred tax related to assets and liabilities arising from a single transaction
On May 7, 2021, the IASB amended IAS 12 to provide a further exception from the initial recognition exemption. Under the amendments, an entity does not apply the initial recognition exemption for transactions that give rise to equal taxable and deductible temporary differences. The amendments clarify that Companies are required to recognise deferred tax on transactions such as leases and decommissioning obligations. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2023, although early adoption is permitted. These amendments are applicable on the Group for annual reporting periods beginning on April 1, 2023. The Group is in the process of evaluating the impact of the amendment.
| F-25 |
Amendments to IAS 1, “Presentation of Financial Statements” regarding classification of liabilities as current or non-current
In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current.
The amendments clarify;
| ● | what is meant by a right to defer settlement; | |
| ● | that a right to defer must exist at the end of the reporting period; | |
| ● | that classification is unaffected by the likelihood that an entity will exercise its deferral right | |
| ● | that only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification; and | |
| ● | Disclosures |
The amendment also clarified that if an entity’s right to defer settlement of a liability is subject to the entity complying with the required covenants only at a date subsequent to the reporting period (“future covenants”), the entity has a right to defer settlement of the liability even if it does not comply with those covenants at the end of the reporting period. The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively. The Group is currently assessing the impact the amendments will have on current practice and whether existing loan agreements may require renegotiation.
Amendments to IFRS 16, “Leases” regarding Lease Liability in a Sale and Leaseback
Lease Liability in a Sale and Leaseback –Amendments to IFRS 16 In September 2022, the IASB issued Amendments to IFRS 16, “Leases”, adding requirements on explaining the subsequent measurement of sale and leaseback transaction. These amendments will not change the accounting for leases other than those arising in a sale and leaseback transaction. These amendments are effective for annual reporting periods beginning on or after January 1, 2024. Earlier application is permitted.
The amendments are not expected to have a material impact on the Group’s consolidated financial statements.
Amendments to IAS 12 “Income Taxes” International Tax Reform - Pillar Two Model Rules
In May 2023, the IASB issued “International Tax Reform—Pillar Two Model Rules (Amendments to IAS 12)”, which amended IAS 12, “Income Taxes” to include affects arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the Organization for Economic Co-operation and Development (“OECD”). The amendments give companies temporary relief from accounting for tax impacts arising from the OECD international tax reform. The amendments introduced:
(a) a temporary exception to the requirements to recognise and disclose information about deferred tax assets and liabilities related to Pillar Two income taxes; and
(b) targeted disclosure requirements for affected entities. Companies can benefit from the temporary exception immediately but are required to provide the disclosures for annual reporting periods beginning on or after January 1, 2023. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.
Amendments to IAS 7 “Statement of Cash Flows and IFRS 7 Financial Instruments” - Disclosures - Supplier Finance Arrangements
In May 2023 the IASB issued Supplier Finance Arrangements (‘the 2023 Amendments’), which amended IAS 7 to require an entity to provide additional disclosures about its supplier finance arrangements. The disclosure requirements in the amendments enhance the current requirements and are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. The amendments will be effective for annual reporting periods beginning on or after 1 January 2024, with early application permitted. The amendments are not expected to have a material impact on the Group’s consolidated financial statements.
4. Significant accounting judgments, estimates and assumptions
The preparation of the Group’s consolidated financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting period. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the assets or liabilities in future periods.
| F-26 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
4.1 Significant judgments in applying the Group’s accounting policies
In the process of applying the Group’s accounting policies, management has made the following judgments, which have the most significant effect on the amounts recognized in the consolidated financial statements:
Determining the lease term of contracts with renewal and termination options – Group as lessee
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant leasehold improvements or significant customization to the leased asset).
4.2 Significant accounting estimates and assumptions
The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. Actual results could differ from these estimates.
| a) | Impairment reviews |
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is higher of value in use and fair value less cost to sell. The Group first determines value in use to calculate recoverable amount. If value in use calculation indicates impairment, then fair value less cost to sell is also determined. The value in use calculation is based on a DCF model. The cash flows are derived from the budget approved by the management for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the performance of the assets of the CGU being tested. After budget period, cash flow is determined based on extrapolation. The value in use is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Group.
| F-27 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
The key assumptions used to determine the recoverable amount for the CGUs, including sensitivity analysis, are disclosed and further explained in Note 20.
The Group tests goodwill for impairment annually on March 31 and whenever there are indicators of impairment.
| b) | Measurement of Expected Credit Loss (ECL) for uncollectible trade receivables and contract assets |
The Group uses a provision matrix to calculate ECLs for trade receivables and contract assets. The provision matrix is initially based on the Group’s historical observed default rates. The Group calibrates the matrix to adjust the historical credit loss experience with forward-looking information. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analyzed. Also refer to Note 26 and 27.
| c) | Loyalty programs |
Customers are entitled to loyalty points on certain transactions that can be redeemed for future qualifying transactions. The Group estimates revenue allocation between the loyalty program and the other components of the sale with assumptions about the expected redemption rates. The Group considers the likelihood that the customer will redeem the points. The Group updates its estimates of the points that will be redeemed on a quarterly basis and any adjustments to the contract liability balance are charged against revenue. Also refer to Note 35.
| d) | Taxes |
Deferred tax assets are recognized for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilized. Significant management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, future tax planning strategies and recent business performances and developments. The Group has not recognized deferred tax asset on unused tax losses and temporary differences in most of the subsidiaries of the Group. Also refer to Note 25.
| e) | Defined benefit plans |
The costs of post retirement benefit obligation under the Gratuity plan are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Also refer to Note 34 for assumptions and sensitivities.
| f) | Estimating the incremental borrowing rate |
The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Group estimates the IBR using observable inputs (such as market interest rates) when available.
| g) | Useful life of Intangible assets |
The useful lives of the Group’s intangible assets are determined by management at the time the asset is acquired based on historical experience, after considering market conditions, industry practice, technological developments, obsolescence and other factors. The useful life is reviewed by management periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.
| h) | Recognition of variable consideration incentives pertaining to air ticketing |
The Company receives incentives from Global Distribution System (“GDS”) providers for achieving minimum performance thresholds of ticket segments sales over the term of the agreement. The Company does not have a right to payment until the ticket segment thresholds as agreed are met. The variable considerations (i.e. incentives) to be included in the transaction price is estimated at inception and adjusted at the end of each reporting period as additional information becomes available only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For doing such assessment, management considers various assumptions which primarily includes the Company’s estimated air ticket sales growth rates and the impact of marketing initiatives on the Company’s ability to achieve sales targets set by the GDS providers. These assumptions are forward looking and could be affected by future economic and market conditions. Also refer note 8.
| F-28 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
5. Segment information
For management purposes, the Group is organized into lines of business (LOBs) based on its products and services and has three reportable segments as mentioned below. The LOBs offer different products and services, and are managed separately because the nature of products and/ or methods used to distribute the services are different. For each of these LOBs, the Chief Executive Officer (CEO) reviews internal management reports for making decisions related to performance evaluation and resource allocation. Thus, the CEO is construed to be the Chief Operating Decision Maker (CODM). The CODM uses Adjusted Margin, a non IFRS measure, to assess segment profitability and in deciding how to allocate resources and in assessing performance. The Adjusted Margin is arrived at by (i) adding back customer inducement costs including customers incentives, customer acquisition cost and loyalty program costs, which are recorded as a reduction of revenue, and (ii) reducing service costs, from the ‘Revenue as per IFRS - Rendering of services.’
The following summary describes the operations in each of the Group’s reportable segments:
1. Air Ticketing: Through internet, mobile based platform and call-centers, the Group provides the facility to book and service international and domestic air tickets to ultimate customers through B2C (Business to Consumer), Business to Enterprise (B2E) and B2B2C (Business to Business to Consumer) channels.
2. Hotels and Packages: Through an internet and mobile based platform and call-centers, the group provides holiday packages and hotel reservations. For internal reporting purpose, the revenue related to Airline Ticketing issued as a component of group developed holiday package is assigned to Hotel and Package segment and is recorded on a gross basis. The hotel reservations form integral part of the holiday packages and, accordingly, is treated as one reportable segment due to similarities in the nature of services.
3. Other services primarily include the income from sale of rail and bus tickets and income from freight forwarding services. The Other services do not meet any of the quantitative thresholds to be a reportable segment for any of the periods presented in these consolidated financial statements. However, management has considered this as the reportable segment and disclosed it separately, since the management believes that information about the segment would be useful to users of the consolidated financial statements.
During the year ended March 31, 2023, the management has made certain changes in the presentation of segment information, among other matters, to align with recent changes in the internal management reports. These changes include (a) presentation of Revenue as per IFRS from rendering of services as starting point in the segment information instead of ‘Segment revenue’ (where segment revenue was arrived at after adding back customer inducement and acquisition cost to Revenue as per IFRS), (b) change in manner of presenting non-reportable segments, (c) consequential changes in presentation of reconciliation, and (d) change in nomenclature of segment profitability measure from ‘segment result’ to ‘Adjusted Margin.’ The management has also made corresponding changes in the segment information for the years ended March 31, 2022 and March 31, 2021. Apart from the revisions in the presentations and nomenclatures used, there is no change in the profitability measure that is used by the CODM for making decisions.
Information about Reportable Segments:
| Reportable segments | ||||||||||||||||||||||||||||||||||||||||||||||||
| Air Ticketing | Hotels and Packages | Other Services | Total | |||||||||||||||||||||||||||||||||||||||||||||
| Particulars | Mar-31 | Mar-31 | Mar-31 | Mar-31 | ||||||||||||||||||||||||||||||||||||||||||||
| 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | 2021 | 2022 | 2023 | |||||||||||||||||||||||||||||||||||||
| Revenue as per IFRS - Rendering of services* | ||||||||||||||||||||||||||||||||||||||||||||||||
| Customer inducement and acquisition costs | ||||||||||||||||||||||||||||||||||||||||||||||||
| Service cost | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Adjusted Margin | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other revenue # | ||||||||||||||||||||||||||||||||||||||||||||||||
| Other income | ||||||||||||||||||||||||||||||||||||||||||||||||
| Customer inducement and acquisition costs (recorded as a reduction of revenue) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Personnel expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Marketing and sales promotion expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Other operating expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Impairment of goodwill | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Impairment of loan to joint venture | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Share of loss of joint venture | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Finance income | ||||||||||||||||||||||||||||||||||||||||||||||||
| Finance cost | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Listing and related expenses | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Change in fair value of warrants gain | ||||||||||||||||||||||||||||||||||||||||||||||||
| Loss before taxes | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Tax expense | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Loss for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| * |
| # |
Assets and liabilities are not identified to any reportable segments, since the Group uses them interchangeably across segments and, consequently, the Management believes that it is not practicable to provide segment disclosures relating to total assets and liabilities.
Reconciliation of Reportable Segments Revenue to the Group’s Total Revenue:
| Particulars | Total | |||||||||||
| March 31 | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Revenue as per IFRS - Rendering of services | 10,97,862 | 18,17,392 | 34,05,547 | |||||||||
| Other revenue | 1,73,406 | 1,71,984 | 4,21,717 | |||||||||
| Total Revenue | 12,71,268 | 19,89,376 | 38,27,264 | |||||||||
Geographical Information:
Given that Company’s products and services are available on a technology platform to customers globally, consequently, the necessary information to track accurate geographical location of customers is not available.
Non-current assets are disclosed based on respective physical location of the assets.
| Non Current Assets* | ||||||||
March 31, 2022 | March 31, 2023 | |||||||
| India | ||||||||
| Others | ||||||||
| Total | ||||||||
| * |
Major Customers:
Considering the nature of business, customers normally include individuals and business enterprises. Further, none of the corporate and other customers account for more than 10% or more of the Group’s revenues in any of the three year’s presented.
| F-29 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
6. Group information
The consolidated financial statements of the Group includes:
Information about group subsidiaries
| % Equity interest | ||||||||||||
| Name | Principal activities | Country of incorporation | March 31, 2022 | March 31, 2023 | ||||||||
| THCL Travel Holding Cyprus Limited | ||||||||||||
| Yatra USA Corp | ** | ** | ||||||||||
| Yatra USA, LLC | ||||||||||||
| Asia Consolidated DMC Pte. Ltd. | ||||||||||||
| Middle East Travel Management Company Private Limited | ||||||||||||
| Yatra Online Limited (formerly known as Yatra Online Private Limited) | * | * | ||||||||||
| Yatra Corporate Hotel Solutions P. Ltd. | # | # | ||||||||||
| TSI Yatra Private Limited | # | # | ||||||||||
| Yatra TG Stays Private Limited | # | # | ||||||||||
| Yatra Hotel Solutions Private Limited | # | # | ||||||||||
| Yatra for Business Private Limited (formerly known as Air Travel Bureau Private Limited) | # | # | ||||||||||
| Travel.Co.In Private Limited (formerly known as Travel.Co.In Limited (TCIL)) | # | # | ||||||||||
| Yatra Online Freight Services Private Limited | # | # | ||||||||||
| Yatra Middle East L.L.C-FZ | #/*** | |||||||||||
| * | ||
| # |
| ** |
| *** |
Joint Venture
The
group has a
| F-30 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
7. Fair value measurement
Set out below is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments that are carried in the financial statements.
Fair values
The management assessed that the fair values of trade receivables, cash and cash equivalent, term deposits, trade payables, borrowings and other liabilities approximates their carrying amounts largely due to the short-term maturities of these instruments.
| Carrying value | Fair value | |||||||||||||||
| As at March 31, | As at March 31, | As at March 31, | As at March 31, | |||||||||||||
| 2022 | 2023 | 2022 | 2023 | |||||||||||||
| Financial assets | ||||||||||||||||
| Assets carried at amortized cost | ||||||||||||||||
| Trade and other receivables | ||||||||||||||||
| Cash and cash equivalents | ||||||||||||||||
| Term deposits | ||||||||||||||||
| Other financial assets | ||||||||||||||||
| Total | ||||||||||||||||
| Financial liabilities | ||||||||||||||||
| Liabilities carried at fair value | ||||||||||||||||
| Share warrants* | ||||||||||||||||
| Total | ||||||||||||||||
| Liabilities carried at amortized cost | ||||||||||||||||
| Trade and other payables | ||||||||||||||||
| Borrowings | ||||||||||||||||
| Other liabilities | ||||||||||||||||
| Total | ||||||||||||||||
* The fair value of these warrant are INR Nil, refer to Note 36.
Fair value hierarchy
The table below analysis financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
● Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
● Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
● Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
| March 31, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets for which fair value is disclosed | ||||||||||||||||
| Term deposits | ||||||||||||||||
| Other financial assets | ||||||||||||||||
| Total assets | ||||||||||||||||
| Liabilities carried at fair value | ||||||||||||||||
| Warrants** | ||||||||||||||||
| Liabilities carried at amortized cost | ||||||||||||||||
| Borrowings | ||||||||||||||||
| Other liabilities | ||||||||||||||||
| Total Liabilities | ||||||||||||||||
| March 31, 2023 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets for which fair value is disclosed | ||||||||||||||||
| Term deposits | ||||||||||||||||
| Other financial assets | ||||||||||||||||
| Total assets | ||||||||||||||||
| Liabilities carried at fair value | ||||||||||||||||
| Warrants** | ||||||||||||||||
| Liabilities carried at amortized cost | ||||||||||||||||
| Borrowings | ||||||||||||||||
| Other liabilities | ||||||||||||||||
| Total Liabilities | ||||||||||||||||
** The fair value of these warrant are INR Nil, refer to Note 36.
There
were
Valuation Techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring fair values at March 31, 2022 and March 31, 2023 as well as the significant unobservable inputs used.
| Type | Valuation technique | Significant unobservable inputs | Inter-relationship between significant unobservable inputs and fair value measurement | |||||
| A. Financial Instruments measured at fair value: | ||||||||
| Warrants | Black- Scholes model: The valuation model considers the share price on measurement date, expected term of the instrument, risk free rate (based on government bonds), expected volatility and expected dividend rate. | Expected
term : Risk free rate : | The estimated fair value would increase (decrease) if : • the expected term were higher (lower) • the risk free rate were higher (lower) | |||||
| Quoted Warrants | Fair market value | - | - | |||||
| B. Financial Instruments for which fair value is disclosed: | ||||||||
| Borrowings | Discounted cash flows | Prevailing interest rate in market, future payouts. | - | |||||
| Term deposits | Discounted cash flows | Prevailing interest rate to discount future cash flows | - | |||||
| Other financial assets | Discounted cash flows | Prevailing interest rate to discount future cash flows | - | |||||
| Other liabilities | Discounted cash flows | Prevailing interest rate to discount future cash flows | - |
Below is reconciliation of fair value measurements categorized within level 1 & level 3 of the fair value hierarchy
| April 1, 2021 | Charge to profit or loss | Effects of movements in foreign exchange rates | March 31, 2022 | Charge to profit or loss | Effects of movements in foreign exchange rates | March 31, 2023 | ||||||||||||||||||||||
| Macquarie Corporate Holdings Pty Limited - Ordinary Warrants ( refer note 36) | ( | ) | ||||||||||||||||||||||||||
| Quoted Warrants* | ( | ) | ||||||||||||||||||||||||||
| Total | ( | ) | ||||||||||||||||||||||||||
| * |
| F-31 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
8 Rendering of services
8.1 Disaggregation of revenue
In the following tables, revenue is disaggregated by product type
Revenue by Product types
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Air Ticketing (Refer note 1 below) | ||||||||||||
| Hotels and Packages | ||||||||||||
| Other Services | ||||||||||||
Note
1: During the current year, in respect of incentive receivable from GDS providers, the management has determined that it is highly
probable that the Group will comply the prescribed conditions and a significant reversal in the amount of cumulative revenue
recognised will not occur when the uncertainty associated with the variable consideration is subsequently resolved and accordingly,
the Group has recognised revenue amounting to INR
The Group has applied the most likely amount method to estimate the variable consideration as it involves binary outcome.
**INR
8.2 Contract balances
Contract assets
Contract assets primarily relate to the Group’s rights to consideration from travel suppliers (including GDS providers) in exchange for services that the Company has transferred to the traveler when that right is conditional on the Company’s future performance. The contract assets are transferred to receivables when the rights to consideration become unconditional. This usually occurs when the Group issues an invoice to the travel suppliers once they confirm of achievement of targets. The Group expects to meet pending conditions in one year and realise most of the contract asset amount.
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Contract Assets | ||||||||
Changes in contract assets are as follows:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Balance at the beginning of the year | ||||||||
| Revenue recognised during the year# | ||||||||
| Billed during the year | ( | ) | ( | ) | ||||
| Balance at the end of the year | ||||||||
| # |
Contract liabilities
A contract liability is the obligation to transfer services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer.
Contract liabilities primarily relate to the consideration received from customers for travel bookings in advance of the Group’s performance obligations which is classified as “advance from customers”, and consideration allocated to customer loyalty programs and advance received from GDS provider for bookings of airline tickets in future which is deferred, and which is classified as “deferred revenue”.
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Advance from customer (refer to Note 37) | ||||||||
| Deferred revenue (refer to Note 35) | ||||||||
| Total Contract liabilities | ||||||||
As
at March 31, 2022, INR
No information is provided about remaining performance obligations at March 31, 2023 and March 31, 2022 that have an original expected duration of one year or less, as allowed by IFRS 15.
| F-32 |
9 Other revenue
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Marketing revenue | ||||||||||||
| Total | ||||||||||||
Primarily comprising advertising revenue and fees for facilitating website access to travel insurance providers.
10 Other income
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Liability no longer required to be paid | ||||||||||||
| Government grant | ||||||||||||
| Gain on termination/rent concession of leases | ||||||||||||
| Gain on sale of property, plant and equipment (net) | ||||||||||||
| Miscellaneous income | ||||||||||||
| Total | ||||||||||||
Government grant includes the Company’s entitlement to receive duty credit scripts as grant under Service Exports from India Scheme (SEIS) from the Government of India on achievement of certain conditions as notified under the scheme. Such scripts can be utilized against the payment of custom duty at the time of import of goods or services to India. Refer to note 27 for more details.
Liability no longer required to be paid represent trade payables, that through the expiry of time, the Group has no further legal obligation to vendors.
Gain
on termination/ rent concession of leases income include Nil
(March 31, 2022: INR
11 Personnel expenses
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Salaries, wages and other short term employee benefits | ||||||||||||
| Contributions to defined contribution plans | ||||||||||||
| Expenses related to defined benefit plans (refer to Note 34) | ||||||||||||
| Share based compensation costs | ||||||||||||
| Employee welfare expenses | ||||||||||||
| Total | ||||||||||||
12 Other operating expenses
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Commission | ||||||||||||
| Communication | ||||||||||||
| Legal and professional fees | ||||||||||||
| Outsourcing fees | ||||||||||||
| Payment gateway and other charges | ||||||||||||
| Advances provision (refer to Note 21) | ||||||||||||
| Trade and other receivables provision (refer to Note 26) | ||||||||||||
| Security deposit and other assets provision (refer to Note 27) | ||||||||||||
| Duties and taxes | ||||||||||||
| Rent | ||||||||||||
| Repairs and maintenance | ||||||||||||
| Travelling and conveyance | ||||||||||||
| Insurance | ||||||||||||
| Corporate social responsibility (CSR) expense | ||||||||||||
| Miscellaneous expenses | ||||||||||||
| Total | ||||||||||||
13 Depreciation and amortization
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Depreciation | ||||||||||||
| Amortization | ||||||||||||
| Depreciation on right of use assets | ||||||||||||
| Total | ||||||||||||
| F-33 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
14. Investment in joint venture
The Group entered into an agreement with with Snow Leopard Pvt. Ltd (SLA) on September 28, 2012 to set up a Joint venture company Adventure and Nature Network Private Limited (ANN) to do business in adventure travel, having its principal place of business in India.
The
Group contributed during the financial year ended March 31, 2023: (March
31, 2022: and
March 31, 2021: )
to maintain its
Investment in joint venture is accounted for using the equity method in accordance with IAS 28 Investments in Associates and Joint Ventures in the consolidated financial statements. Summarized financial information of the joint venture, based on its IFRS financial statements, and reconciliation with the carrying amount of the investment in the consolidated financial statements are set out below:
Summarized statement of financial position of ANN:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Current Assets | ||||||||
| Cash and cash equivalents | ||||||||
| Other current financial assets | ||||||||
| Non-current liabilities | ||||||||
| Employee benefits | ( | ) | ( | ) | ||||
| Current liabilities | ||||||||
| Borrowings | ( | ) | ( | ) | ||||
| Trade and other payables | ( | ) | ( | ) | ||||
| Employee benefits | ( | ) | ( | ) | ||||
| Other non-financial liability | ( | ) | ( | ) | ||||
| Equity | ( | ) | ( | ) | ||||
| Group’s
carrying amount of the investment ( | ( | ) | ( | ) | ||||
| True-up of carrying value to group share loss* | ||||||||
| Net carrying amount of investment | ||||||||
| * |
The
Group’s share of cumulative loss of the Joint venture in excess of the carrying value of the investment till March 31, 2023 is
INR
Post
impairment of loan under IFRS 9, considering the right to set off the loan with its obligation, the Group has trued-up its obligation
to contribute towards the losses of the joint venture as at Mar 31, 2023, resulting in cumulative reversal of INR
Share
of loss of joint venture of INR Nil (March 31, 2022: ) recognised on the face of the statement of profit or loss for the year
ended March 31, 2023, comprises the net impact of the reversal of INR
Summarized statement of profit or loss of ANN:
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Revenue | ||||||||||||
| Other
operating expenses, including depreciation INR (March 31, 2022: INR | ( | ) | ( | ) | ( | ) | ||||||
| Finance cost | ( | ) | ( | ) | ( | ) | ||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expense | ||||||||||||
| Loss for the year | ( | ) | ( | ) | ( | ) | ||||||
| Group’s share of loss for the year** | ( | ) | ( | ) | ( | ) | ||||||
The
joint venture had contingent liabilities as at March 31, 2023: INR
| ** |
| F-34 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
15. Finance income
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Interest income on : | ||||||||||||
| - Bank deposits recognised at amortised cost | ||||||||||||
| - Others* | ||||||||||||
| Foreign exchange gain (net) | ||||||||||||
| Unwinding of other financial assets | ||||||||||||
| Total | ||||||||||||
| * |
16. Finance cost
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Bank charges | ||||||||||||
| Foreign exchange loss (net) | ||||||||||||
| Interest on borrowings recognised at amortised cost | ||||||||||||
| Interest on lease liabilities | ||||||||||||
| Unwinding of other financial liabilities | ||||||||||||
| Others | ||||||||||||
| Total | ||||||||||||
| F-35 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
17. Income taxes
| A) | (Loss)/Profit for the year before income taxes are as follows: |
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Domestic | ( | ) | ( | ) | ||||||||
| Foreign operations | ( | ) | ( | ) | ||||||||
| Total | ( | ) | ( | ) | ( | ) | ||||||
| B) | The major components of income tax expense for the years ended 31 March, 2021, 2022 and 2023 are: |
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Current Period | ||||||||||||
| Current income tax expenses | ||||||||||||
| Origination and reversal of temporary differences | ( | ) | ||||||||||
| Deferred tax (benefit)/ expense | ( | ) | ||||||||||
| Total income tax expenses as reported in statement of profit or loss | ||||||||||||
| C) | Reconciliation of tax expense and accounting profit multiplied by tax rate of each jurisdiction in which the Group operates |
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Loss for the year* | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expense/(reversal) | ||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Expected tax expense at statutory income tax rate | ( | ) | ( | ) | ||||||||
| Non-deductible expenses | ||||||||||||
| Utilization of previously unrecognised tax losses | ( | ) | ( | ) | ( | ) | ||||||
| Current year losses for which no deferred tax asset was recognized | ||||||||||||
| Reversal of deferred tax assets recognised in earlier years | ||||||||||||
| Change in unrecognised temporary differences | ( | ) | ||||||||||
| Effect of change in tax rate | ( | ) | ||||||||||
| Others | ||||||||||||
| * |
The
domicile of the Parent Company is Cayman Islands, wherein the applicable tax rate is Nil (March 31, 2022: Nil). The Group’s two major tax jurisdictions are India and Singapore with tax rates
ranging between
| F-36 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Basic loss per share amounts are calculated by dividing net loss for the year attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the year.
Diluted loss per share amounts are calculated by dividing the net loss attributable to ordinary equity holders (after adjusting for loss attributable to convertible Swap shares of non-controlling interest) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Loss attributable to ordinary shareholders - Basic | ( | ) | ( | ) | ( | ) | ||||||
| Weighted average number of ordinary shares outstanding used in computing basic loss per share | ||||||||||||
| Basic loss per share | ( | ) | ( | ) | ( | ) | ||||||
The following reflects the income and share data used in the diluted loss per share computations:
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Loss attributable to ordinary shareholders-Basic | ( | ) | ( | ) | ( | ) | ||||||
| Add: Loss attributable to non-controlling interest | ( | ) | ||||||||||
| Loss attributable to ordinary shareholders-Dilutive | ( | ) | ( | ) | ( | ) | ||||||
| Weighted average number of ordinary shares outstanding used in computing diluted loss per share | ||||||||||||
| Diluted loss per share | ( | ) | ( | ) | ( | ) | ||||||
Refer to Note 29 for the detailed movement in share capital during the financial year.
Loss attributable to shareholders is allocated equally for each class of share.
At March 31, 2023, ordinary shares (March 31, 2022: and March 31, 2021: ), issuable against employee share options and restricted share, ordinary shares (March 31, 2022: and March 31, 2021: ) issuable against conversion right with subsidiary’s equity shares (refer to note 29), were excluded from the diluted weighted average number of ordinary shares calculation as their effect would have been anti-dilutive. The Company also excludes options with exercise prices that are greater than the average market price from the calculation of diluted EPS because their effect would be anti-dilutive.
For calculation of diluted EPS, since the exercise price of share warrants is greater than fair market value, these are assumed to be out of money and considered not to be exercisable as on balance sheet date. These potential ordinary shares are not considered for calculation of dilutive impact of earning per share because their effect would be anti-dilutive.
The Performance Stock Units (PSU)s are treated as contingently issuable shares because their issue is contingent upon satisfying specified conditions (i.e., agreed market price) in addition to the passage of time. The number of contingently issuable shares to be included in the diluted EPS calculation is based on the number of shares that would be issuable if the end of the period were the end of the contingency period. The contingently issuable shares are not included in the diluted EPS calculation since no shares would be issued if the market price as at March 31, 2022 and March 31, 2023 were the market price at the end of the contingency period. Hence, these units are also anti-dilutive.
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financial statements.
| F-37 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
19. Property, plant and equipment
| Leasehold Improvements | Computer and Peripherals | Furniture and Fixtures | Vehicles | Office Equipment | Total | |||||||||||||||||||
| Gross block | ||||||||||||||||||||||||
| At April 1, 2021 | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Disposals/adjustment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Effects of movements in foreign exchange rates | ||||||||||||||||||||||||
| At March 31, 2022 | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Disposals/adjustment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Effects of movements in foreign exchange rates | ||||||||||||||||||||||||
| At March 31, 2023 | ||||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||
| At April 1, 2021 | ||||||||||||||||||||||||
| Charge for the year | ||||||||||||||||||||||||
| Disposals/adjustment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Effects of movements in foreign exchange rates | ||||||||||||||||||||||||
| At March 31, 2022 | ||||||||||||||||||||||||
| Charge for the year | ||||||||||||||||||||||||
| Disposals/adjustment | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Effects of movements in foreign exchange rates | ||||||||||||||||||||||||
| At March 31, 2023 | ||||||||||||||||||||||||
| Net block | ||||||||||||||||||||||||
| At March 31, 2022 | ||||||||||||||||||||||||
| At March 31, 2023 | | |||||||||||||||||||||||
The
carrying value of vehicles held under vehicle loan have a gross book value of INR
| F-38 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
20. Intangible assets and goodwill
| Computer software and Websites | Intellectual property rights | Agent / Supplier/ relationship | Customer relationship | Non compete agreement | Trademarks | Goodwill | Intangible under development | Total | ||||||||||||||||||||||||||||
| Gross block | ||||||||||||||||||||||||||||||||||||
| At March 31, 2021 | ||||||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||||||
| Disposals/adjustment | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Effects of movements in foreign exchange rates | ||||||||||||||||||||||||||||||||||||
| At March 31, 2022 | ||||||||||||||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||||||||||||||
| Disposals/adjustment | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Effects of movements in foreign exchange rates | ||||||||||||||||||||||||||||||||||||
| At March 31, 2023 | ||||||||||||||||||||||||||||||||||||
| Amortization and Impairment | ||||||||||||||||||||||||||||||||||||
| At March 31, 2021 | ||||||||||||||||||||||||||||||||||||
| Charge for the year | ||||||||||||||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Effects of movements in foreign exchange rates | ||||||||||||||||||||||||||||||||||||
| At March 31, 2022 | ||||||||||||||||||||||||||||||||||||
| Charge for the year | ||||||||||||||||||||||||||||||||||||
| Disposals | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Impairment of goodwill | ||||||||||||||||||||||||||||||||||||
| Effects of movements in foreign exchange rates | ||||||||||||||||||||||||||||||||||||
| At March 31, 2023 | ||||||||||||||||||||||||||||||||||||
| Net block | ||||||||||||||||||||||||||||||||||||
| At March 31, 2022 | ||||||||||||||||||||||||||||||||||||
| At March 31, 2023 | ( | ) | ||||||||||||||||||||||||||||||||||
| F-39 |
Impairment reviews
Goodwill acquired through business combinations having indefinite lives are allocated to the CGUs. For the purpose of impairment testing, goodwill is allocated to a CGU representing the lowest level within the Group at which goodwill is monitored for internal management purposes and which is not higher than the Group’s operating segment. Carrying amount of goodwill has been allocated to the respective acquired subsidiaries level as follows:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| TSI Yatra Private Limited | ||||||||
| Yatra TG Stays Private Limited & Yatra Hotel Solutions Private Limited | ||||||||
| Yatra for Business Private Limited (formerly known as Air Travel Bureau Private Limited) | ||||||||
| Total | ||||||||
The recoverable amount of all CGUs was based on its value in use and was determined by discounting the future cash flows to be generated from the continuing use of the CGU. These calculations use cash flow projections over a period of five years, based on financial budgets approved by management, with extrapolation for the remaining period, and an average of the range of assumptions as mentioned below.
The key assumptions used in value in use calculations:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Pre-Tax Discount rate | % | % | ||||||
| Terminal Value growth rate | % | % | ||||||
| EBITDA margin over next 5 years ( March 31, 2022 : | % | % | ||||||
Management has determined the values assigned to each of the above key assumptions as follows:
Discount Rate: The discount rate represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC).
Terminal Value growth rate: This is the weighted average growth rate used to extrapolate cash flows beyond the budget period. The rates are consistent with forecasts included in industry reports.
EBITDA margin: EBITDA margin was based on expectations of future outcomes taking into account past experience, adjusted for anticipated revenue growth. Revenue growth was projected taking into account the average growth levels experienced in past, industry report and the estimated adjusted margin growth for future.
The estimation of value in use reflects assumptions that are subject to various risks and uncertainties, including key assumptions regarding EBITDA margin, terminal value growth rate, and discount rate. It requires significant judgments and estimates, and actual results could be materially different than the judgments and estimates used to estimate value in use.
Sensitivity change in assumptions
The calculation of value in use for Yatra TG Stays Private Limited & Yatra Hotel Solutions Private Limited” “Yatra for Business Private Limited (formerly known as Air Travel Bureau Private Limited)” and TSI Yatra Private Limited is most sensitive to EBITDA margin, discount rate and long-term growth rate assumptions.
For the year ended March 31, 2023 and March 31, 2022, an analysis of the calculation’s sensitivity to a change in the key parameters (EBITDA margin, discount rate and long-term growth rate) based on reasonably probable assumptions in TSI Yatra Private Limited, Yatra TG Stays Private Limited & Yatra Hotel Solutions Private Limited” and “Yatra for Business Private Limited (formerly known as Air Travel Bureau Private Limited)”, did not identify any probable scenarios where the CGUs recoverable amount would fall below their carrying amount.
| F-40 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
21 Prepayments and other assets
| March 31, | ||||||||
| Current | 2022 | 2023 | ||||||
| Advance to vendors (net of allowance) | ||||||||
| Balance with statutory authorities | ||||||||
| Prepaid expenses | ||||||||
| Due from employees | ||||||||
| Total | ||||||||
| Non-current | ||||||||
| Prepaid expenses | ||||||||
Advances to vendor primarily consist of amounts paid to airline and hotels for future bookings.
The movement in the allowance for doubtful advances:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Balance at the beginning of the year | ||||||||
| Provisions accrued during the year | ||||||||
| Amount written off during the year | ( | ) | ( | ) | ||||
| Balance at the end of the year | ||||||||
22 Other financial assets, Non-current
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Security deposits | ||||||||
| Total | ||||||||
Security
deposit represents fair value at initial recognition of amount paid to landlord for the leased premises. Subsequently, such amounts
are measured at amortised cost. As on March 31, 2023, remaining tenure for security deposits ranges from
23 Term deposits
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Fixed deposits with banks | ||||||||
| Total | ||||||||
| Non-current | ||||||||
| Current | ||||||||
| Total | ||||||||
Term
deposits as on March 31, 2023, include INR
24 Other non financial assets
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Restricted asset | ||||||||
| Total | ||||||||
| Non-current | ||||||||
| Total | ||||||||
Restricted
asset include INR
| F-41 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
25. Deferred Tax
Unrecognised Deferred Tax Assets
Deferred tax assets have not been recognized in respect of the following items :
| As at March 31, | ||||||||
| Particulars | 2022 | 2023 | ||||||
| Deductible temporary differences | ||||||||
| Tax loss carry forward and unabsorbed depreciation | ||||||||
| Total | ||||||||
In
the Group, there are few subsidiaries for which no deferred tax assets have been recognised on deductible temporary differences of INR
Recognised Deferred Tax Assets and Liabilities
| For the Year Ended March 31, | ||||||||
| 2022 | 2023 | |||||||
| Deferred tax assets are attributable to the following - | ||||||||
| Property, plant and equipment, intangible assets, and ROU assets | ||||||||
| Trade and other receivables | ||||||||
| Employee benefits | ||||||||
| Unutilised business losses | 42 | 294 | ||||||
| Provision for expenses | ||||||||
| Deferred tax asset | ||||||||
| OCI gratuity | ||||||||
| Total deferred tax asset (A) | ||||||||
| Deferred tax liabilities are attributable to the following - | ||||||||
| Property, plant and equipment, intangible assets, and ROU assets | ( | ) | ( | ) | ||||
| Total deferred tax liability (B) | ( | ) | ( | ) | ||||
| Net deferred tax asset/(liability) (A-B) | ( | ) | ||||||
| Particulars | Balance as on March, 31 2021 | Recognised in profit or loss | Recognised in other comprehensive income | Balance as on March, 31 2022 | ||||||||||||
| Property, plant and equipment, intangible assets, and ROU assets | ( | ) | ( | ) | ||||||||||||
| Trade and other receivables | ( | ) | ||||||||||||||
| Employee benefit | ||||||||||||||||
| Provision for expenses | ( | ) | ||||||||||||||
| OCI gratuity | ( | ) | ||||||||||||||
| Loss available for offsetting against future taxable income | ||||||||||||||||
| Deferred tax assets | ( | ) | ( | ) | ( | ) | ||||||||||
| Particulars | Balance as on March, 31 2022 | Recognised in profit or loss | Recognised in other comprehensive income | Balance as on March, 31 2023 | ||||||||||||
| Property, plant and equipment, intangible assets, and ROU assets | ( | ) | ( | ) | ||||||||||||
| Trade and other receivables | ||||||||||||||||
| Employee benefit | ( | ) | ||||||||||||||
| Provision for expenses | ||||||||||||||||
| OCI gratuity | ||||||||||||||||
| Loss available for offsetting against future taxable income | ||||||||||||||||
| Deferred tax assets | ( | ) | ||||||||||||||
| F-42 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
26 Trade and other receivables
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Trade receivables (net of allowance) | ||||||||
| Receivables from joint venture (net of allowance) (refer to note 41) | ||||||||
| Refund and other receivable (net of allowance) | ||||||||
| Total | ||||||||
| Contract Assets (refer to note 8) | ||||||||
| Total | ||||||||
A trade receivable is a right to consideration that is unconditional upon passage of time. Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
The trade receivables primarily consist of amounts receivable from airline’s, hotels, corporate’s and retail customers pertaining to the transaction value.
The Group, pursuant to an
arrangement with bank, discounted certain of its trade receivables on a recourse basis. The receivables discounted were mutually
agreed upon with the bank after considering the creditworthiness and contractual terms with the customer. The duration of
discounting are generally on terms of 45 to 90 days. The Group collects the contractual cash flows from its trade receivable
and passes them on to its bank. In case of default by customers, the Group will be solely liable to repay to bank. The Group has not
transferred substantially all the risks and rewards of ownership of such receivables discounted to the bank, and accordingly, the
same were not derecognized in the statements of financial position. The amount payable to the bank is disclosed as a financial
liability. As on March 31, 2023, the amount of trade receivables discounted to banks amounts to INR
The Group’s exposure to credit and currency risk is disclosed in Note 39.
27 Other financial assets, current
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Interest accrued on term deposits | ||||||||
| Security deposits (net of allowance) | ||||||||
| Loans to joint venture (net of allowance) ( refer to note 41) | ||||||||
| Others (includes Government Grant) | ||||||||
| Total | ||||||||
Security
deposit represents amount paid to landlord for the leased premises. As on March 31, 2023, remaining tenure for security
deposits ranges from
In
the statement of cash flows, interest reinvested in term deposits INR
The movement in the allowance for doubtful other financial assets:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Balance at the beginning of the year | ||||||||
| Provisions accrued during the year* | ||||||||
| Amount written off during the year | ( | ) | ||||||
| Provision moved from allowance for doubtful trade and other receivables (refer note 26) | ||||||||
| Balance at the end of the year | ||||||||
| * |
The movement in the Government Grant during the year was as follows:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| At 1 April | ||||||||
| Recorded/ (trued- up) in statement of profit or loss | ( | ) | ||||||
| Received during the year | ( | ) | ||||||
| Effect of movement in exchange rate | ||||||||
| At 31 March | ||||||||
There are no unfulfilled conditions or contingencies attached to these grants.
28 Cash and cash equivalents
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Cash on hand | ||||||||
| Credit card collection in hand | ||||||||
| Balances with bank | ||||||||
| Total | ||||||||
Credit card collection in hand represents the amount of collection from credit cards swiped by the customers which is outstanding as at the year end and credited to Group’s bank accounts subsequent to the year end.
At
March 31, 2023, the Group had available INR
| F-43 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
| March 31, | ||||||||
| Authorized shares | 2022 | 2023 | ||||||
| Numbers of Shares | Numbers of Shares | |||||||
| Ordinary shares of INR ($ ) each | ||||||||
| Ordinary share Class A of INR ($ ) each | ||||||||
| Ordinary share Class F of INR ($ ) each | ||||||||
| Preference shares of INR ($ ) each | ||||||||
There is no change in the authorized share capital of the Parent Company during the financial ending March 31, 2023 and March 31, 2022.
A reconciliation of the shares outstanding at the beginning and end of the period is presented below:
| Ordinary shares | ||||||||||||
| Numbers of Shares | Share Capital | Share Premium | ||||||||||
| Balance as at April 1, 2021 | ||||||||||||
| Exercise of option (Restricted stock units and share-based payments) (refer to Note 30) | ||||||||||||
| Balance as at March 31, 2022 | ||||||||||||
| Balance as at April 1, 2022 | ||||||||||||
| Exercise of option (Restricted stock units and share-based payments) (refer to Note 30) | ||||||||||||
| Balance as at March 31, 2023 | ||||||||||||
The Company has following classes of shares outstanding as follows:
| Number of shares as at | ||||||||||||
| Class of shares | Nominal value | March 31, 2023 | March 31, 2022 | |||||||||
| Ordinary shares* | $ | |||||||||||
| Ordinary shares class A | $ | |||||||||||
| Ordinary shares class F* | $ | |||||||||||
| * |
Terms/ rights attached to Ordinary Shares
The Parent Company has three class of ordinary shares outstanding, which entitles the holders with the following rights:
Ordinary shares
A holder of an ordinary share has one vote for each share of ordinary share held and entitled to receive dividends when declared by the board of directors.
Ordinary shares Class A
Class A shares have identical rights to the Parent Company ordinary shares, except the right to receive notice of, attend or vote as a member at any general meeting of shareholders, but may vote at a separate Class A shareholders’ meeting convened in accordance with the Parent Company Articles of Association.
Ordinary shares Class F
Class F shares shall have the right to receive notice of, attend at and vote as a member at any general meeting of shareholders, but are not entitled to receive dividends.
Each of Class F shares issued and outstanding are convertible into Ordinary Share upon the exchange of a parallel Yatra USA Class F Share (Refer to Note 6).
In the event of liquidation of the Parent Company, the holders of Ordinary, Class A ordinary shares and Class F ordinary shares are entitled to receive remaining assets of the Parent Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Shares reserved for issuance against equity instruments
The Parent Company reserved shares (March 31, 2022 - , March 31, 2021- ) for issuance at exercise price of INR ($ ). These shares are considered as equity instrument and are recorded at fair value at the date of transaction under IAS 32, refer to Note 30.1.
Shares reserved for issue under options
For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Parent Company, refer to Note 30.2.
Shares reserved for issue under warrant arrangement/agreement
Yatra Online, Inc. (the Parent Company) and Yatra Online Limited (Yatra India), entered into share subscription cum shareholders’ agreement dated May 7, 2014, and share subscription cum shareholders’ agreement dated April 29, 2015 (together referred to as SHA), with IL&FS Trust Company Limited, Now, Vistra ITCL(India) Limited (in its capacity as a trustee for Pandara Trust –Scheme I(“Pandara Trust”)) and Capital18 Fincap Private Limited, now Network18 Media and Investments Limited(“Capital18”/”NW18”), (collectively the “Investors”).
The NW18 and Pandara Trust (Shareholders of Yatra India) holds (March 31, 2022: ) and (March 31, 2022: ) Equity Shares of Yatra India respectively.
Pursuant to SHA, the NW18 and Pandara Trust, were entitled to swap their Equity Shares having in Yatra India into 569,768 (March 31, 2022: 569,768) and 172,634 (March 31, 2022: 172,634) Ordinary Shares of the Parent Entity, respectively. These options are exercisable at sole discretion of non-controlling interest. These options, till the date of conversion, do not grant present access to ownership interest to the Group. Accordingly, in respect of these options, non-controlling interest is continued to be recognised.
Pursuant to the Waiver and Termination Agreement dated March 23, 2022 (“SHA Amendment Agreement”), the Shareholders of Yatra India, have inter alia agreed to waive their swap rights contained under the SHA.
Further, the parties to SHA Amendment Agreement have agreed, that said Amendment Agreement shall ipso facto terminate, without any further acts of the parties and without any liabilities or obligations whatsoever, upon the earlier of the following dates:
(a) the date on which the Equity Shares of Yatra India are allotted pursuant to the Offer (as defined under the SHA Amendment Agreement); or
(b) if the bid/offer opening date in the Offer does not occur prior to September 30, 2023 or such other date as mutually agreed in writing
between Parties; or
(c) the date on which the Board of the Yatra India decides not to undertake the Offer.
On Termination of SHA Amendment Agreement, Shareholders of Yatra India entitlement to their swap right as per SHA will be restored.
| Treasury shares | ||||||||
| Numbers of Shares | Amount | |||||||
| Balance as at April 1, 2021 | ||||||||
| Exercise of options | ||||||||
| Balance as at March 31, 2022 | ||||||||
| Balance as at April 1, 2022 | ||||||||
| Exercise of options | ||||||||
| Balance as at March 31, 2023 | ||||||||
| F-44 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
| Share-based payments | Equity Instruments |
Reserve on expiry of warrant |
Warrant | Total | ||||||||||||||||
| (Refer note 30.1) | (Refer note 36) |
(Refer note 36) | ||||||||||||||||||
| March 31, 2021 | ||||||||||||||||||||
| Share-based payments expense during the year | ||||||||||||||||||||
| Exercised during the year | ( | ) | ( | ) | ||||||||||||||||
| Forfeited during the year | ( | ) | ( | ) | ||||||||||||||||
| Expired during the year | ( | ) | ( | ) | ||||||||||||||||
| March 31, 2022 | ||||||||||||||||||||
| Share-based payments expense during the year | ||||||||||||||||||||
| Exercised during the year | ( | ) | ( | ) | ||||||||||||||||
| Forfeited during the year | ( | ) | ( | ) | ||||||||||||||||
| Expired during the year | ( | ) | ||||||||||||||||||
| March 31, 2023 | ||||||||||||||||||||
| 30.1 | Equity instruments |
The Parent Company reserved shares for the issuance at exercise price of INR ($ ). These shares are considered as equity instrument and are recorded at fair value at the date of transaction under IAS 32.
| 30.2 | Share based payments |
2006 Share Plan and 2006 India Share Plan
The Parent Company has reserved an aggregate of ordinary shares as at March 31, 2023 (ordinary shares as at March 31, 2022) for issuance to officers, directors and employees of the Company pursuant to its 2006 Share Plan and 2006 India Share Plan, both of which have been adopted by the board of directors (and the board of directors of Yatra India, in relation to the 2006 India Share Plan) and approved by the Parent Company shareholders (and the shareholders of Yatra India, in relation to the 2006 India Share Plan) (collectively, the “Plan”). Out of such reserved shares, options to purchase ordinary shares have been granted and are outstanding as at March 31, 2023 (March 31, 2022: ordinary shares).
The share-based payment awards have the following vesting period under the same plan:-
1) 60 months, the first tranche vests after two years, while the remaining awards vest in equal installments on quarterly basis over
the remainder of the vesting period.
2) 12 equal installments over 12 months.
3) %
vest over 16 equal quarterly installments starting Dec 1, 2013; %
vest if the “2015 Milestones” are met and then in eight quarters starting July 1, 2015; %
vest if the “2016 Milestones” are met and then in four quarters starting July 1, 2016.
The Parent Company has used the volatility of stocks of comparative companies with estimated life of options similar to its grants. The risk-free interest rate that is used in the option valuation model is based on U.S. treasury zero coupon bonds with a remaining term similar to the expected term of the options. The Parent Company does not anticipate paying any cash dividends in the foreseeable future and therefore has used an expected dividend yield of zero in the option valuation model. The Parent Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. All stock-based payment awards are amortized on a graded-vesting basis over the requisite service periods of the awards, which are generally the vesting periods.
| March 31, | ||||||||||||||||
| 2022 | 2023 | |||||||||||||||
| No. of shares | Weighted average EP per share* | No. of shares | Weighted average EP per share | |||||||||||||
| Number of options outstanding at the beginning of the year | ||||||||||||||||
| Granted during the year | ||||||||||||||||
| Forfeited during the year | ||||||||||||||||
| Expired during the year | ||||||||||||||||
| Exercised during the year | ||||||||||||||||
| Number of options outstanding at the end of the year | ||||||||||||||||
| Vested/exercisable | ||||||||||||||||
| * |
The weighted average remaining contractual life for the share options outstanding as at March 31, 2023 was years (March 31, 2022: years).
The range of exercise prices for options outstanding at the end of the year was USD (March 31, 2022 : USD to USD ) and INR (March 31, 2022: INR to INR ) determined based on the exchange rate as at the end of the respective reporting period.
During the year ended March 31, 2023, share based payment expense for these options was recognized under personnel expenses (refer to Note 11) amounted to INR Nil (March 31, 2022: INR Nil and March 31, 2021: INR Nil).
The Parent Company did not grant any options under this plan during the fiscal year ended March 31, 2023 and March 31, 2022.
| F-45 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
2016 Stock Option and Incentive Plan (the “2016 Plan”)
On December 13, 2016, the Parent Company’s board of directors approved the 2016 Plan and on December 15, 2016, the Parent Company shareholders approved the 2016 Plan. The 2016 Plan enables the Parent Company to make equity based awards to its officers, employees, non-employee directors and consultants. The 2016 Plan provides for the grant of incentive share options, non-qualified share options, share appreciation rights, restricted share awards, restricted share units, unrestricted share awards, cash-based awards, performance share awards and dividend equivalent rights. The Parent Company has reserved for issuance authorized but unissued ordinary shares under the 2016 Plan as on March 31, 2023, which shares are subject to an annual increase on January 1 of each year equal to three percent of the number of shares issued and outstanding on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2016 Plan. The 2016 Plan limits the number or value of shares that may be granted to any participant in any one calendar year, among other limits.
During the year ended March 31, 2023, the Parent Company pursuant to the “2016 Plan”, options to purchase (March 31, 2022: ) ordinary shares have been granted and (March 31, 2022: ) are outstanding as at March 31, 2023.
The share-based payment awards have the following vesting period under the same plan:-
1) share options will vest over a period of four
years in equal quarterly installments, with first such vesting on February 1, 2018 equivalent to 1/16th of the total number of stock
options and with the last such vesting on November 1, 2021
2) share options will vest over a period of one
year and four months in equal monthly installments commencing from first vesting on September 1, 2018 equivalent to 1/16th of the total
number of stock options, with the last such vesting on June 1, 2022
3) share options will vest over a period of four years in equal quarterly installments, with first such vesting on January 1, 2021 equivalent to 1/16th of the total number of stock options and with the last such vesting on October 01, 2024
| March 31, 2022 | March 31, 2023 | |||||||||||||||
| No. of shares | Weighted average EP per share* | No. of shares | Weighted average EP per share | |||||||||||||
| Number of options outstanding at the beginning of the year | ||||||||||||||||
| Granted during the year | ||||||||||||||||
| Forfeited during the year | ||||||||||||||||
| Expired during the year | ||||||||||||||||
| Number of options outstanding at the end of the year | ||||||||||||||||
| Vested/exercisable | ||||||||||||||||
| * |
The weighted average remaining contractual life for the share options outstanding as at March 31, 2023 was years (March 31, 2022: ).
The range of exercise prices for options outstanding at the end of the year was USD to USD (March 31, 2022: USD to USD ) and INR to INR (March 31, 2022: INR to INR ) determined based on the exchange rate as at the end of the respective reporting period.
During the year ended March 31, 2023, share based payment expense for these options was recognized under personnel expenses (refer to Note 11) amounted to INR (March 31, 2022: and March 31, 2021: ).
The expected life of share options has been taken as mid point between first and last available exercise date.
The expected volatility reflects the assumption based on historical volatility on the share prices of similar entities over a period.
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.
| F-46 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Restricted Stock Unit Plan (RSU) and Performance Stock Units (PSU) “2016 Plan”
The Parent Company pursuant to the “2016 Plan” had approved a grant of RSUs and PSU’s (March 31, 2022: ) and are outstanding as at March 31, 2023 (March 31, 2022: ).
The
stock units have the following vesting period:-
The stock units have the following vesting period:-
1. RSUs granted, these RSUs would vest over a period
of four years in equal quarterly installments, vesting period of which will commence from July 01, 2017 with first such vesting on September
30, 2017 equivalent to one-sixteenth of these RSAs and with the last vesting to be done on or before June 30, 2021.
2. RSUs granted, vesting of these RSAs would commence
from April 1, 2018 with first vesting equivalent to 1/4th of the Balance RSAs for the employee and 1/16th getting vested at the end of
each subsequent quarters till April 1, 2021
3. RSUs granted, vesting of these RSUs would commence
from July 1, 2020 with first vesting equivalent to equal monthly installments over a period of four years, with last such vesting on
June 30, 2024.
4. PSUs granted, vesting of these PSUs is linked
to the performance of the Yatra share price and the trigger price points range from $to$.
5. RSUs granted, vesting of these RSUs would commence
from June 4, 2021 with first vesting equivalent to equal monthly installments over a period of four years, with last such vesting on
March 1, 2025. Out of these RSUs have been considered vested on grant date.
6. PSUs granted, vesting of these PSUs is linked
to the performance of the Yatra share price and the trigger price points range from $to $.
7. RSUs granted to directors on quarterly basis
in lieu of compensation for the financial year ended March 31, 2023. During the Financial Year 2022, RSUs granted to directors in lieu of compensation.
8. RSUs granted, vesting of these RSUs would commence
from May 19, 2022 with first vesting equivalent to equal monthly installments over a period of four years, with last such vesting on
March 1, 2026.
9. PSUs granted, vesting of these PSUs is linked
to the performance of the Yatra share price and the trigger price points range from $to $.
10. RSUs granted, vesting of these RSUs would commence
from September 22, 2022 with first vesting equivalent to equal monthly installments over a period of four years, with last such vesting
on September 1, 2026.
| March 31, 2022 | March 31, 2023 | |||||||
| No. of shares | No. of shares | |||||||
| Number of RSU/PSU’s outstanding at the beginning of the year | ||||||||
| Granted during the year | ||||||||
| Forfeited during the year | ||||||||
| Expired during the year | ||||||||
| Vested/exercised during the year | ||||||||
| Vested PSUs net settled for employee’s tax obligation* | ||||||||
| Number of RSU/PSU’s outstanding at the end of the year | ||||||||
| Vested/exercisable and not exercised | ||||||||
| * |
The
weighted average remaining contractual life for RSU’s/PSU’s outstanding as at March 31, 2023 was
The range of exercise prices for RSU’s/PSU’s outstanding at the end of the year is Nil (March 31, 2022: Nil).
During the year ended March 31, 2023, share based compensation cost for these RSU’s/PSU’s is recognized under personnel expenses amounting to INR (March 31, 2022: and March 31, 2021: ). Refer to Note 11
| F-47 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
| March 31, 2022 | March 31, 2023 | |||||||||||||||
| PSU’s | RSU’s | PSU’s | RSU’s | |||||||||||||
| Weighted average Fair value of ordinary share at the measurement date (USD) | - | - | ||||||||||||||
| Risk-free interest rate (%) | % | % | % | % | ||||||||||||
| Expected volatility (%) | % | % | % | % | ||||||||||||
| Expected life | ||||||||||||||||
| Dividend Yield | % | % | % | % | ||||||||||||
| Model used | ||||||||||||||||
The expected life of RSU’s and PSU’s options has been taken as the vesting period.
The expected volatility reflects the assumption based on median of historical volatility on the share prices of the similar entities over a period.
31. Components of Other Comprehensive Loss
The following table summarizes the changes in the accumulated balance for each component of accumulated other comprehensive loss attributable to the Company.
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Actuarial (loss)/ gain on defined benefit plan: | ||||||||||||
| Actuarial (loss)/ gain on obligation | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ||||||||||
| Total | ( | ) | ( | ) | ||||||||
| Foreign currency translation: | ||||||||||||
| Foreign currency translation differences | ( | ) | ( | ) | ||||||||
| Balance at the end of period | ( | ) | ( | ) | ||||||||
| F-48 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
32. Borrowings
| March 31, | ||||||||||
| Term | 2022 | 2023 | ||||||||
| Current | ||||||||||
| Secured | ||||||||||
| Vehicle loan | ||||||||||
| Non Convertible Debentures | ||||||||||
| Factoring | ||||||||||
| Unsecured | ||||||||||
| Unsecured loan from MAK Capital Fund, LP# | ||||||||||
| Total | ||||||||||
| Non-Current | ||||||||||
| Vehicle loan | ||||||||||
| Total | ||||||||||
| # |
| Carrying amount | ||||||||||||||||||
| Currency | Interest Rate | Year of Maturity | March 31, | |||||||||||||||
| 2022 | 2023 | |||||||||||||||||
| Non Convertible Debentures | INR | |||||||||||||||||
| Vehicle loan | INR | |||||||||||||||||
| Factoring | INR | |||||||||||||||||
| Unsecured loan from MAK Capital Fund, LP | USD | |||||||||||||||||
| * |
Bank overdrafts
During
the current year, the Group has taken an overdraft facility of INR
During the previous year, the Group had an overdraft facility of INR
Factoring*
The facility of INR
During
the current year, the Group has taken a facility of INR
During
the current year, the Group has taken a facility of INR
During
the current year, the Group has taken a facility of INR
*Refer to Note 26 for details of discounted receivables.
| F-49 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Unsecured loan from MAK Capital Fund, LP (Shareholder of the Parent Company)
During the financial year ending March 31,
2023, the Parent Company had issued a promissory note for an aggregate principal amount of USD
Upon maturity and in case of default, MAK Capital Fund, LP, at its option,
may convert the Note into ordinary share, or series A convertible preference shares of the Parent Company in lieu of a cash payment for
any loan amount (including accrued interest) outstanding as at maturity plus default interest of
The conversion option available to MAK Capital Fund, LP, on maturity in case of default is treated as derivative and are accounted a FVTPL. Considering unlikely default scenario, the fair value of these embedded derivative is not material. Refer to note 45(i) for subsequent event.
| F-50 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Non Convertible Debentures from Blacksoil Capital Pvt. Ltd. & Black Soil India Credit fund (“Blacksoil”)
During the financial year ending March 31,
2023, Yatra Online Limited had issued
Non Convertible Debentures from NP1 Capital trust
During the financial year ending March 31,
2023, Yatra Online Freight Private Limited (“Yatra Freight”) has issued
The NCDs have been secured against the first pari-passu charge over the current assets (both present and future) and exclusive first charge on Intangible Assets (both present and future) of Yatra Freight and a corporate guarantee from Yatra Online Limited.
Vehicle loan
This includes the vehicles taken on loan by the company. Refer to Note 19.
33 Trade and other payables
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Trade payables | ||||||||
| Accrued expenses | ||||||||
| Refund and other payables | ||||||||
| Total | ||||||||
| Current | ||||||||
| Non-current | ||||||||
| Total | ||||||||
Non-current portion pertains to the expenditure incurred towards advertisements made as per the advertisements contract entered with BCCL (refer note 38).
For explanations on the Group’s liquidity risk management processes, refer to Note 39.
| F-51 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
34. Employment benefit plan
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Defined benefit obligation | ||||||||
| Liability for compensated absences | ||||||||
| Total liability | ||||||||
| Net Unfunded liability | ||||||||
The Group’s gratuity scheme for its employees in India, is a defined benefit plan. Gratuity is paid as a lump sum amount to employees at retirement or termination of employment at an amount based on the respective employee’s eligible salary and the years of employment with the Group. The benefit plan is partially funded. The following table sets out the disclosure in respect of the defined benefit plan.
Movement in obligation
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Present value of obligation at beginning of year | ||||||||
| Interest cost | ||||||||
| Current service cost | ||||||||
| Past service cost | ||||||||
| Remeasurement (gain)/loss on obligation | ||||||||
| -economic assumptions | ( | ) | ||||||
| -demographic assumptions | ( | ) | ( | ) | ||||
| -experience assumptions | ||||||||
| Benefits paid | ( | ) | ( | ) | ||||
| Present value of obligation at closing of year | ||||||||
Movement in plan assets*
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Fair value of plan assets at beginning of the year | ||||||||
| Employer contributions | ||||||||
| Benefits paid | ( | ) | ( | ) | ||||
| Earning on assets | ||||||||
| Remeasurement (gain)/loss on plan assets | ||||||||
| Fair value of plan assets at end of the year | ||||||||
| * |
Unfunded liability
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Current | ||||||||
| Non-current | ||||||||
| Unfunded liability recognized in statement of financial position | ||||||||
Components of cost recognized in profit or loss
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Current service cost | ||||||||||||
| Net interest cost | ||||||||||||
Amount recognised in other comprehensive income
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Remeasurement loss/ (gain) on obligation* | ( | ) | ||||||||||
| * |
The principal actuarial assumptions used for estimating the group’s defined benefit obligations are set out below:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Discount rate | % | % | ||||||
| Future salary increase | % | % | ||||||
| Average expected future working life (years) | ||||||||
| Retirement age (years) | ||||||||
| Mortality table | ||||||||
| Withdrawal rate (%) | ||||||||
| Ages | ||||||||
| Upto 30 years | % | |||||||
| From 31 to 44 years | % | |||||||
| Above 44 years | % | |||||||
| * |
| F-52 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| a) Impact of the change in discount rate | ||||||||
| a)
Impact due to increase of | ||||||||
| b)
Impact due to decrease of | ( | ) | ( | ) | ||||
| b) Impact of the change in salary increase | ||||||||
| a)
Impact due to increase of | ( | ) | ( | ) | ||||
| b)
Impact due to decrease of | ||||||||
The sensitivity analyses above have been determined based on a method that extrapolates the impact on the defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. These analysis are based on a change in a significant assumption, keeping all other assumptions constant and may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation of one another.
The following payments are expected contributions to the defined benefit plan in future years:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Year 1 | ||||||||
| Year 2 | ||||||||
| Year 3 | ||||||||
| Year 4 | ||||||||
| Year 5 | ||||||||
| Year 6-10 | ||||||||
| Total expected payments | ||||||||
CODE ON SOCIAL SECURITY, 2020
The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
| F-53 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
35 Deferred Revenue
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Global Distribution System provider | ||||||||
| Loyalty program | ||||||||
| Total | ||||||||
| Non-current | ||||||||
| Current | ||||||||
| Total | ||||||||
“Global Distribution System providers” represents the amount received upfront by the group as a part of commercial arrangement with the Global Distribution System (“GDS”) providers for facilitating the booking of airline tickets on our websites or other distribution channels. The same is recognized as revenue for actual airline tickets sold over the total number of airline tickets to be sold as per the term of the agreement, in both cases sold on such GDS platforms, and the balance amount is recognized as deferred revenue.
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| At April 1 | ||||||||
| Deferred during the year | ||||||||
| Recorded in statement of profit or loss | ( | ) | ( | ) | ||||
| Transferred to other financial liability (deposits) | ||||||||
| At March 31 | ||||||||
36 Other financial liabilities
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Current | ||||||||
| Due to employees | ||||||||
| Share warrants# (refer to note 7) | ||||||||
| Deposits* | ||||||||
| Total | ||||||||
| * |
#Warrants—Macquarie (considered derivative instruments)
In conjunction with various financing transactions, the Company issued warrants (except quoted warrants) to purchase the Company’s common stock and preference shares. These warrants are classified to be derivative instruments and as such, are recorded at fair value through profit and loss account. The Company estimates the fair values of the warrants at each reporting period using a Black-Scholes option-pricing model.
The Company will continue to adjust the fair value of the warrant liability at the end of each reporting period for changes in fair value from the prior period until the earlier of the exercise or expiration of the applicable warrants or until such time that the warrants are no longer determined to be derivative instruments. The fair value of Macquarie Warrant outstanding as at March 31, 2023 is INR (March 31, 2022: INR ).
Warrants—Innoven (considered equity)
During the financial year ending March 31, 2018, the Company had further allotted warrants against the loan facility, the fair values of the warrants was taken using a Black-Scholes option-pricing model as on the date of the allotment. These warrants are classified to be equity instruments and accounted for on the same basis. On September 12, 2022, these outstanding warrants were lapsed unexercised. Consequently, the amount originally credited to equity remains within equity. (Refer to Note 30).
Warrants give the holder the right to purchase ordinary shares from the Company at a specific price within a certain time frame. The details of the warrants issued is as follows:
| Number of shares | Date of issue | Exercise price | Expiration date | |||||||||||
| Macquarie Corporate Holdings Pty Limited - Ordinary shares* | INR ($ | ) | ||||||||||||
| Innoven Capital - Ordinary shares | INR($ | ) | ||||||||||||
| * | On
December 16, 2016, the Parent Company converted its preference shares into ordinary shares and effectuated a reverse |
| ** |
Refer to Note 7 (considered derivative instruments) and Note 30 (considered equity), for movement in warrants during the year.
37 Other current liabilities
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Advance from customers | ||||||||
| Statutory liabilities | ||||||||
| Other liabilities | ||||||||
| Deferred Consideration | ||||||||
Interest accrued on term loan | ||||||||
| Total | ||||||||
Advances from customers primarily consist of amounts for future bookings of Airline tickets, Hotel bookings, Packages and freight forwarding services.
| F-54 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
38. Commitment and contingencies
a) Capital and other commitments:
●
Contractual commitments for revenue expenditure* pending execution were INR
*Includes Advertisement and Debenture agreement with BCCL
●
Contractual commitments for capital expenditure pending execution were INR as at March 31, 2023 (INR
b) Contingent liabilities
i)
Claims not recognised as liability were INR
These represents claim made by the customers due to service related issues, which are contested by the Company and are pending in various district consumer redressal forums in India. The management does not expect these claims to succeed and, accordingly, no provision has been recognised in the financial statements.
ii)
INR
iii)
INR
c) Lease commitment -Group as lessee
As lessee, the Group’s obligation arising from non-cancellable leases are mainly related to lease arrangements for real estate.
There
were
During
the year ended March 31, 2023, INR
Refer to Note 43 for leases
| F-55 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
39. Financial risk management, objective and policies
The Group’s activities are exposed to variety of financial risk: credit risk, liquidity risk and foreign currency risk. The Group’s senior management oversees the management of these risks. The Group’s senior management ensures that the Group’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives. The Group reviews and agrees on policies for managing each of these risks which are summarized below:
a) Credit risk
Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables), including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments.
The carrying amount of the financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Trade and other receivables | ||||||||
| Other financial assets | ||||||||
| Cash and cash equivalents (except cash in hand) | ||||||||
| Total | ||||||||
Trade receivables
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment.
The age of Trade and other receivables at the reporting date was:
| March 31, | ||||||||||||||||
| 2022 | Impairment | 2023 | Impairment | |||||||||||||
| 0 - 30 days | ||||||||||||||||
| 31 - 90 days | ||||||||||||||||
| 91 - 180 days | ||||||||||||||||
| More than 180 days | ||||||||||||||||
| Total | ||||||||||||||||
The movement in the allowance for expected credit loss and amounts impaired in respect of trade, refund & other receivables and contract assets during the year was as follows:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Balance at the beginning of the year | ||||||||
| Provisions accrued during the year* | ||||||||
| Amount written off during the year | ( | ) | ||||||
| Provision moved to allowance for doubtful other financial assets (refer note 27) | ( | ) | ||||||
| Effect of movement in exchange rate | ||||||||
| Balance at the end of the year | ||||||||
| * |
Allowances for doubtful debts mainly represent amounts due from airlines, hotels and customers. Based on historical experience, the Group believes that no impairment allowance is necessary, apart from above, in respect of trade receivables.
b) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the consolidated entity aims to maintain flexibility in funding by keeping committed credit lines available.
The Group manages liquidity by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and financial liabilities.
The following tables set forth Company’s financial liabilities based on expected and undiscounted amounts as at March 31, 2022 and 2023.
As at March 31, 2022
| Carrying Amount | Contractual Cash Flows * | Within 1 year | 1 -5 Years | More than 5 years | ||||||||||||||||
| Vehicle loan | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Factoring | ||||||||||||||||||||
| Other Current liabilities | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| F-56 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
As at March 31, 2023
| Carrying Amount | Contractual Cash Flows * | Within 1 year | 1 -5 Years | More than 5 years | ||||||||||||||||
| Vehicle loan | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Trade and other payables | ||||||||||||||||||||
| Factoring | ||||||||||||||||||||
| Non Convertible Debenture | ||||||||||||||||||||
| Unsecured loan | ||||||||||||||||||||
| Other Current liabilities | ||||||||||||||||||||
| Total | ||||||||||||||||||||
| * |
Based on the past performance and current expectations, the Group believes that the cash and cash equivalent and cash generated from operations will satisfy the working capital needs, funding of operational losses, capital expenditure, commitments and other liquidity requirements associated with its existing operations through at least the next 12 months. In addition, there are no transactions, arrangements and other relationships with any other person that are reasonably likely to materially affect or the availability of the requirement of capital resources.
c) Foreign currency risk
Foreign currency Risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of the changes in foreign exchange rates. The Group operates through subsidiaries in India, Singapore and United States. The functional currency of these subsidiaries is the local currency in the respective countries and accordingly there are no related significant foreign currency exposures.
The Company currently does not have any hedging agreements or similar arrangements with any counter-party to cover its exposure to any fluctuations in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating transactions which are denominated in currency other than subsidiary’s functional currency (foreign currency denominated receivables and payables).
Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates. Any change in the exchange rate of USD, Euro, GBP and SGD against currencies other than INR is not expected to have significant impact on the Group’s profit or loss. Accordingly, a 5% appreciation/depreciation of the USD, Euro, GBP and SGD currency as indicated below, against the INR would have decreased/increased the loss/gain by the amount shown below; this analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of reporting period. The analysis assumes that all other variables remain constant.
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| - | ||||||||
| F-57 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
40. Capital management
For
the purpose of the Group’s capital management, capital includes issued capital, share premium and all other equity reserves attributable
to the equity holders of the parent. The primary objective of the Group’s capital management is to ensure that it maintains a strong
credit rating and healthy capital ratios in order to support its business and maximise the shareholder’s value.
In order to achieve this overall objective, the Group’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to its interest-bearing loans and borrowings that form part of its capital structure requirements. Breaches in the financial covenants would permit the bank to immediately call interest-bearing loans and borrowings.
There was a breach of compliance with some
of the debt covenants of the certain financing arrangement with the bank. Company’s subsidiaries’ factoring debt facility
contains certain financial covenants relating to unencumbered cash and cash equivalents to be equal to 12 months trailing cash burn, positive
net worth and total operating liabilities should not exceed twice tangible net worth. At March 31, 2023 there was a non-compliance in
relation to one of the debt covenants, i.e. “total operating liabilities should not exceed twice tangible net worth”. By virtue
of cross default provisions in other debt facilities which includes Non Convertible Debentures from Blacksoil and NP1 Capital, Unsecured
loan from Mak Capital Fund, LP, Factoring facilities from IDFC First bank and Federal Bank availed by the Company and its subsidiaries,
these facilities became payable on demand Refer to note 32. The Company’s subsidiaries secured a waiver from the lender in this
respect subsequent to March 31, 2023 on May 17, 2023. Since the waivers in relation to the non-compliance of the debt covenants were received
subsequent to end of reporting period, the debt facilities amounting to INR
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the years ended March 31, 2022 and March 31, 2023.
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Borrowings (Note 32) | ||||||||
| Less :cash and cash equivalents (Note 28) | ( | ) | ( | ) | ||||
| Net debt | ( | ) | ||||||
| Share warrants (Note 36) | ||||||||
| Equity | ||||||||
| Total Equity | ||||||||
| Gearing ratio (Net debt / total equity + net debt) | ( | )% | % | |||||
| F-58 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
41. Related party disclosures
For the purpose of the consolidated financial statements, parties are considered to be related to the group, if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.
Related parties and nature of related party relationship:
| Nature of relationship | Name of related party | |||
| Key Management Personnel | Mr. Dhruv Shringi | Co-founder, CEO and Director | ||
| Mr. Anuj Kumar Sethi (appointed from October 18, 2019 till November 15, 2022) | Principal Accounting Officer | |||
| Mr. Rohan Mittal (appointed from September 08, 2022) | Chief Financial Officer | |||
| Mr. Murlidhara Laxmikantha Kadaba | Non-executive Director | |||
| Mr. Sanjay Arora (resigned from the Board effective April 30, 2021) | Non-executive Director | |||
| Mr. Sean Agarwal (resigned from the Board effective January 18, 2022) | Non-executive Director | |||
| Mr. Sudhir Kumar Sethi (resigned from the Board effective June 30, 2020) | Non-executive Director | |||
| Ms. Neelam Dhawan | Non-executive Director | |||
| Mr. Roshan Mendis (appointed from January 17, 2022) | Non-executive Director | |||
| Mr. Stephen Schifrin (appointed from May 1, 2021) | Non-executive Director | |||
| Mr. Michael Kaufman (appointed from July 17, 2022) | Non-executive Director | |||
| Entities having significant influence | E-18 Limited (till March 31, 2021) | |||
| IDG Ventures India Advisors Private Limited (till March 31, 2021) | ||||
MAK Capital Fund, LP |
||||
| Group Companies of entities having significant influence | Terrapin Partners, LLC | |||
| E-18 Limited (till March 31, 2021) | ||||
| Reliance Retail Limited | ||||
| Reliance Industries Limited | ||||
| Reliance Jio Infocomm Limited | ||||
| Reliance Payment Solutions Limited | ||||
| Joint Venture Company | Adventure and Nature Network Private Limited |
During the year, the Group entered into the following transactions and balances, in the ordinary course of business on an arm’s length basis, with related parties:
| March 31, | ||||||||||||
| Transactions during the year | 2021 | 2022 | 2023 | |||||||||
| Group Companies of entities having significant influence | ||||||||||||
| Communication expense | ||||||||||||
Entities having significant influence | ||||||||||||
Loan taken | - | - | 821,900 | |||||||||
Interest cost | ||||||||||||
| Bank charges | - | - | 47,765 | |||||||||
| Joint venture company | ||||||||||||
| Rendering of services | ( | ) | ||||||||||
| Recovery of expenses | ||||||||||||
| Loan given | ||||||||||||
| Interest income | ||||||||||||
| Commission expense | ( | ) | ||||||||||
| F-59 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
| March 31, | ||||||||
| Balances as at (net of allowances) | 2022 | 2023 | ||||||
| Joint venture company | ||||||||
| Trade receivable */** | ||||||||
| Other financial assets** | ||||||||
| Entities having significant influence | ||||||||
| Unsecured loan from third party investor (refer to note 32) | ||||||||
| Interest accrued | ||||||||
| * |
| ** |
Outstanding balances at the year-end are unsecured and interest free. There have been no guarantees provided or received for any related party receivables or payables.
Compensation of key management personnel of the Group
| March 31, | ||||||||||||
| 2021 | 2022 | 2023 | ||||||||||
| Short-term employee benefits | ||||||||||||
| Contributions to defined contribution plans | ||||||||||||
| Profit linked bonus | ||||||||||||
| Directors Sitting fee’s | ||||||||||||
| Share based payment | ||||||||||||
| Total compensation paid to key management personnel | ||||||||||||
Provision for gratuity and compensated absences has not been considered, since the provisions are based on actuarial valuations for the Group’s entities as a whole.
The amount disclosed in the table are the amounts recognized as an expense during the reporting period related to key management personnel.
| F-60 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
42. Business Combination
Yatra for Business Private Limited (formerly known as Air Travel Bureau Private Limited)
On July 20, 2017, Yatra India agreed to acquire all of the outstanding shares of Yatra for Business Private Limited (formerly known as Air Travel Bureau Private Limited) (“Yatra for Business”) pursuant to a Share Purchase Agreement by and among Yatra India, Yatra for Business and the sellers party thereto (the “Share Purchase Agreement”).
Pursuant
to the terms of the Share Purchase Agreement, we: (a) acquired a majority of the outstanding shares of Yatra for Business on August 4,
2017 in exchange for a payment of approximately INR
The Group had accounted for the transaction under IFRS 3, “Business Combinations”.
As part of the share purchase agreement with the previous owner of ATB, a contingent consideration is to be paid based on certain performance conditions of the acquired business.
As at the acquisition date, purchase consideration
had been fair valued at INR
| F-61 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
A reconciliation of fair value measurement of the contingent consideration liability is provided below:
| As at April 1, 2017 | ||||
| Liability arising on business combination | ||||
| Unrealised fair value changes recognised in profit or loss | ||||
| As at March 31, 2018 | ||||
| Unrealised fair value changes recognised in profit or loss | ||||
| Advance paid | ||||
| As at March 31, 2019 | ||||
| Unrealised fair value changes recognised in profit or loss | ( | ) | ||
| As at March 31, 2020 | ||||
| Final payment* | ( | ) | ||
| As at March 31, 2021 | ||||
| * |
| Investing activities: Representing cash payments up to the amount of INR | ||||
| Operating Activities: Representing cash payment for contingent consideration in excess of the amount that was recorded on the acquisition date | ||||
| Total |
| F-62 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
43. Leases
The
Group has lease contracts for various items of buildings and other equipment used in its operations. Leases of buildings generally have
lease terms between
The Group also has certain leases of buildings with lease terms of 12 months or less. The Group applies the ‘short term leases’ recognition exemptions for these leases.
Set out below are the carrying amounts of right-of-use assets recognized and the movement during the period;
| Buildings | Others | Total | ||||||||||
| Balance as of April 1, 2021 | ||||||||||||
| Additions | ||||||||||||
| Deletions# | ( | ) | ( | ) | ||||||||
| Depreciation (Refer note 13) | ( | ) | ( | ) | ( | ) | ||||||
| Effects of movements in foreign exchange rates | ||||||||||||
| Balance as of March 31, 2022 | ||||||||||||
| Additions | ||||||||||||
| Deletions | ( | ) | ( | ) | ||||||||
| Depreciation (Refer note 13) | ( | ) | ( | ) | ( | ) | ||||||
| Effects of movements in foreign exchange rates | ||||||||||||
| Balance as of March 31, 2023 | ||||||||||||
The following are the amounts recognised in profit or loss:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Depreciation expense of right-of-use asset (Refer note 13) | ||||||||
| Interest expense on lease liabilities (Refer note 16) | ||||||||
| Expense relating to short-term leases (Refer note 12) | ||||||||
| Total amount recognised in profit or loss | ||||||||
The following is the break-up of current and non-current lease liabilities as of March 31, 2022 and March 31, 2023:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Current lease liabilities | ||||||||
| Non-current lease liabilities | ||||||||
| Total | ||||||||
The following is the movement in lease liabilities during the year ended March 31, 2022 and March 31, 2023:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Balance as of April 1 | ||||||||
| Additions | ||||||||
| Finance cost accrued during the period (Refer note 16) | ||||||||
| Deletions# | ( | ) | ( | ) | ||||
| Payment of lease liabilities* | ( | ) | ( | ) | ||||
| Gain on modification of leases/rent concession (Refer note 10) | ( | ) | ||||||
| Effects of movements in foreign exchange rates | ||||||||
| Balance as of March 31 | ||||||||
| * |
#
During the year ended March 31, 2022, the Company has rationalized the space of its office premises in Gurugram, Haryana. On June 8,
2021, the Company has entered into a Memorandum of understanding to surrender part of its office space. Out of the total space of
The table below provides details regarding the contractual maturities of lease liabilities as of March 31, 2022 and March 31, 2023 on an undiscounted basis:
| March 31, | ||||||||
| 2022 | 2023 | |||||||
| Less than one year | ||||||||
| One to five years | ||||||||
| More than five years | ||||||||
| Total | ||||||||
| F-63 |
Yatra Online, Inc.
Notes to the consolidated financial statements
(Amount in INR thousands, except per share data and number of shares)
44. Listing and related expenses
One
of our subsidiary, Yatra India is contemplating an initial public offering (the “Indian IPO”) of its equity shares
(“Equity Shares”) in India and has filed a Draft Red Herring Prospectus on March 24, 2022 with the Securities and
Exchange Board of India (“SEBI”). The Indian IPO will involve issuance of new equity shares of the subsidiary to the
public. The non-controlling interest percentage holding is expected to increase, however the Group is expected to continue
controlling the subsidiary even after Indian IPO. Yatra Online Limited has incurred costs in connection with the Indian IPO. Yatra
India has received the final observation letter dated November 17, 2022 from the SEBI in connection with the DRHP. The proposed
Indian IPO can open for subscription within 12 months. The timing and completion, and investor interest relating to, of the Indian
IPO is subject to various risks and uncertainties.
Incremental
costs directly attributable to a probable future equity transaction related to Indian IPO that otherwise would have been avoided are
treated as transaction costs and are recognised as a prepayment and other assets. These costs recognised as a prepayment and other assets
will be recognised in equity when the equity transaction is recognised, or recognised in profit or loss if the issue is no longer expected
to be completed. The remaining costs incurred are recognised in profit or loss under head listing and related expenses.
Total cumulative expense incurred till March
31, 2023 is INR
45. Subsequent event
| (i) | Partial Prepayment of the Loan and amendment to Material Agreement |
On
June 29, 2023, the Company has made a partial pre-payment of USD
The
Company and MAK Capital Fund, LP (“MAK”), an affiliate of Michael Kaufman, a member of our Board of Directors, entered into
the First Amendment (the “First Amendment”) dated June 28, 2023 (the Effective Date) to the Note Purchase Agreement dated
October 5, 2022, by and between the Company and MAK (“Note Purchase Agreement”) to increase the amount of indebtedness, the
Company and the Subsidiaries (as defined in the Note Purchase Agreement) can incur without MAK’s consent, from USD
| (ii) | Yatra India has signed a
non-binding term sheet with Blacksoil Capital Private Limited (including its affiliates) for an amount equal to INR |
| F-64 |
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
Date: August 14, 2023
| YATRA ONLINE, INC. | ||
| By: | /s/ DHRUV SHRINGI | |
| Name: | Dhruv Shringi | |
| Title: | Chief Executive Officer | |
| 153 |