Yatra Online Ltd

Dematerialisation/Rematerialisation status

• No dematerialisation/rematerialisation requests were received during the reporting period.

Yatra Online Ltd — Closure of Trading Window

AGM details

• AGM held 15 Sep 2026 at 4:30 PM IST via VC/OAVM
• Voting eligibility cut-off date: 8 Sep 2026

Resolutions

• Resolution 1: Ordinary; adopt audited standalone and consolidated financial statements; passed
• Resolution 2: Ordinary; re-appoint Kadaba (DIN 01435701) by rotation; passed

Voting results

• Resolution 1: Passed with majority in favour
• Resolution 2: Passed with overwhelming approval

Director changes

• Re-appointment of Mr. Murlidhara Kadaba; retires by rotation

Auditor/Secretarial

• No auditor changes disclosed

Related party and other material approvals

• No material related party transactions disclosed
• No other material approvals disclosed

AGM details

• Held on Sep 15, 2026 at 04:30 PM IST via VC/OAVM.

Key resolutions

• Ordinary Resolution: adoption of audited financial statements for the year ended March 31, 2026.
• Ordinary Resolution: re-appointment of Mr. Murlidhara Kadaba, retiring by rotation.

Voting results

• Voting results pending declaration per statutory timelines.

Dividend

• No dividend proposed or declared at this AGM.

Director changes

• Kadaba retires by rotation; eligible for re-appointment.

Financials

• Revenue from operations ₹10,065 mn, up 27.2% YoY.
• PAT ₹468 mn; PAT margin 4.6%.
• EBITDA ₹855 mn; EBITDA margin 3.89%.
• Adjusted EBITDA ₹917 mn; up 37.5% YoY.
• CFO ₹761 mn; Diluted EPS ₹2.98.

Platform & AI

• DIYA AI assistant launched; RECAP platform for AI-driven expense management.
• API-led distribution expanded; migration to Google Cloud completed.
• Direct/organic traffic ≈80% of consumer traffic.
• Hotel network: 81,000 properties; 400 airlines; 1,500+ cities.
• 4 million app downloads; 88 million consumer visits.

Capital & Liquidity

• Net debt negative ₹57.39 mn; gearing 3.55%.
• Cash and cash equivalents ₹723.72 mn.
• CFO ₹760.65 mn; investing ₹-448.85 mn; financing ₹-544.34 mn.

Governance & Board

• Board comprises six directors; one woman.
• Dhruv Shringi appointed Chair from 24 Nov 2025.
• Siddhartha Gupta appointed CEO from 25 Nov 2025.

Acquisitions & Group Restructuring

• YMHL acquisition: 49% additional stake; YMHL becomes subsidiary.
• Purchase consideration ₹9.80 mn; equity-method stake remeasured.
• YMHL revenue ₹38.60 mn; profit ₹1.90 mn; consolidated from 19-Jun-2024.
• Total enterprise value ₹19.90 mn; net cash flow on acquisition ₹-6.93 mn; cash acquired ₹2.87 mn.
• Amalgamation: Yatra MICE and Holidays Limited subsidiary; scheme approved Aug 12, 2024; effective Dec 1, 2025.

Audit & Controls

• Internal controls flagged; remediation includes upgrading to D365 F&O.
• Audit trail: database-level SOC coverage incomplete; actions underway.

Risks & Outlook

• Geopolitical disruptions weigh on international travel; domestic demand remains resilient.
• Labour Code changes may impact costs; management monitoring costs.

Errata to FY2025-26 AR

• Errata to FY2025-26 Annual Report issued by Yatra Online Limited.
• Corrections relate to Annexure B in the Independent Auditors' Report.
• Undisputed statutory GST TCS amounts corrected for March 31, 2026.
• Corrected GST TCS figures: Rs 6.92m; 6.92m; 5.14m; 5.67m.
• These corrections do not impact core financials, P&L, or standalone audited statements.
• Errata and Revised Annual Report uploaded on yatra.com; shareholders advised.
• AGM date remains Sept 15, 2026; AGM via VC/OAVM.
• Notice of AGM and errata circulated to members.

Meeting Details

• Date/time: 15 September 2026, 11:00 AM; physical group meeting organized by Yatra Online Limited in Gurugram.

Participants

• Key company participants: officials/management representatives.

Purpose

• Purpose: group meeting with investors/analysts.

Additional Notes

• Note: changes may occur due to exigencies on participants or the company.

AGM notice and access

• The 20th AGM is scheduled for 15 September 2026 at 4:30 PM IST.
• The AGM will be held via Video Conferencing or Other Audio-Visual Means.
• Notice and Annual Report FY2025-26 are emailed to registered members.
• Unregistered recipients will access notices and the Annual Report via web links.
• Shareholders without registered emails should update their contact details with the depository or MUFG Intime RTA.
• The Annual Report web link is accessible at investors.yatra.com/Annual-Report-FY-2025.
• Queries can be directed to MUFG Intime India Private Limited, the RTA.

Overview

• Standalone BRSR for FY2025-26; reporting entity is Yatra Online Limited.
• Core business: online travel agency offering air tickets, hotels/packages, and advertising revenue.
• Reporting boundary is standalone, disclosures cover the entity only, not consolidated.
• Revenue mix: Air Ticketing 30.87%, Hotels/Packages 60.75%, Advertising 8.38%.
• CSR applicability not standalone; CSR contribution of INR 22,04,474 moved from amalgamated subsidiary.
• Six wholly owned subsidiaries amalgamated into Yatra Online Limited; NCLT order approved; effective Dec 1, 2025.

Key ESG Risks & Opportunities

• Information security and data privacy risk; mitigated via ERM, policies, and breach response.
• DPDP compliance is critical; risks include penalties and reputational harm from data misuse.
• Talent attraction and development risk due to skill gaps and attrition; HR monitors, trains, and inducts.
• Diversity and Inclusion is an opportunity; supports innovation and broader customer reach.
• Climate change and travel emissions risk; mitigated by online meetings and partner sustainability.
• Quality customer experience and AI governance present growth opportunities.
• Robust governance practices are a key opportunity for trust and sustainable growth.
• Responsible AI and AI governance can improve transparency, accountability, and regulatory compliance.

Governance & Policy Highlights

• Sustainability oversight exists within the existing governance framework; no dedicated board committee yet.
• Amalgamation of six subsidiaries approved; NCLT order in 2025; effective Dec 2025.
• Policies include Anti-Bribery, Code of Conduct, Whistleblower, POSH, Privacy, Information Security, CSR.
• Policies translated into procedures; ongoing updates and extension to value chain partners.
• CSR policy approved by the Board; CSR contributions consolidated under Yatra Online Limited.
• External assurance on BRSR data provided by Sustainability Actions (P) Ltd for FY2025-26.
• Web-links for key policies referenced; board oversight of governance and risk management.

Social Responsibility & Workforce

• Total employees: 1,233; 957 male and 276 female; 0 differently-abled.
• Board female representation: 16.7%; Key Management Personnel female representation: 20%.
• Permanent employee turnover: ~31.6% male, 30.8% female (total 31.4%) in FY2025-26.
• LTIFR: 0; total recordable injuries: 0; no fatalities.
• Well-being measures include POSH training, health checks, fire drills, yoga, and access control.
• Grievances: 1 wage-related complaint filed in 2025-26; 2 pending; other HR issues 0.
• Accessibility: offices are accessible to differently-abled individuals; equal opportunity policy in place.
• HR training on human rights: 61% of employees covered; ICCs and reporting channels established.
• Parental leave: return-to-work rates and retention monitored; 100% male return-to-work, 79% female.
• Internal ICCs with Convercent and wecare@yatra.com for grievance redressal; Employee Governance Committee.
• Wage and benefits: median remuneration patterns reported; gender pay practices reflected in disclosed data.

Environmental Performance

• Energy: non-renewables electricity 3,686.98 GJ; fuel 1,065.25 GJ; total 4,752.23 GJ.
• Energy intensity: 7.48 GJ per INR turnover; PPP intensity: 15.43 GJ per million USD turnover.
• GHG emissions: Scope 1 141.40 tCO2e; Scope 2 727.16 tCO2e; total 868.56 tCO2e.
• Emissions intensity: 1.37 tCO2e per crore turnover; PPP 2.82 tCO2e per million USD turnover.
• Waste: total 0.86 tonnes; E-waste 0.86 tonnes; other waste not tracked; 0% hazardous.
• Water: 536.40 KL withdrawal and consumption; water intensity 0.7 KL per crore turnover; PPP 1.7 KL/USD turnover.
• External assurance on environmental data provided by Sustainability Actions (P) Ltd; no Zero Liquid Discharge.
• No specific GHG reduction projects due to service-based operations.

Stakeholder Engagement & Complaints

• Stakeholders include employees, investors, customers, suppliers, government/regulators, communities, and media.
• Engagement channels: surveys, meetings, investor calls, CSR activities, and online portals.
• Customer complaints: 10,758 filed in 2025-26; 0 pending resolution; other categories tracked.
• Investors: quarterly/adhoc engagement; shareholders have access to updates and disclosures.
• Employees/workers: internal channels (ICC, Convercent, WeCare) for grievances; non-retaliation policy in place.
• Community engagement includes CSR-led green plantation project; broader environmental benefits.

Other Notable Metrics

• Related party transactions: purchases from related parties 2.36%; sales 1.85%; loans to related parties 100%; investments 0%.
• Supply chain: suppliers include airlines, hotels, travel agents, and technology/service providers; MSME breakdown not computed.
• Affiliations: seven trade/industry associations; no autonomous public policy advocacy reported.
• Cybersecurity: data privacy policy in place; no data breaches in FY2025-26; external assurance on data.
• CSR and environmental disclosures reflect governance practices and value chain risk management.