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6-K 1 form6-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

October 16, 2023

 

Commission File Number: 001-37968

 

 

 

YATRA ONLINE, INC.

 

 

 

Gulf Adiba, Plot No. 272,

4th Floor, Udyog Vihar, Phase-II,

Sector-20, Gurugram-122008, Haryana

India

(Address of principal executive office)

 

 

 

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

 

Form 20-F ☒ Form 40-F ☐

 

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

 

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

 

 

 

 

 

Other Events

 

On October 16, 2023, Yatra Online, Inc. issued an earnings release announcing its unaudited financial and operating results for the three months ended June 30, 2023. A copy of the earnings release is attached hereto as Exhibit 99.1.

 

The following risk factors are either new or have changed materially from those set forth in our Annual Report on Form 20-F for the fiscal year ended March 31, 2023. In evaluating our business, you should carefully review the risks described in our Annual Report on Form 20-F, including our consolidated financial statements and related notes. All references in this Report on Form 6-K to “we,” “us,” “our,” “Company” and “Yatra” refer to Yatra Online, Inc. and its subsidiaries, unless stated otherwise or the context otherwise requires. The following additional risk factors shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

 

The financial reporting obligations of being a public company and maintaining listings on the Nasdaq Capital Market, National Stock Exchange of India Limited and BSE Limited requires significant company resources and management attention.

 

We are subject to the public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act and the listing requirements of Nasdaq Capital Market (“Nasdaq”). Our subsidiary, Yatra Online Limited (“Yatra India”), is subject to the public company reporting obligations under the rules and regulations of Securities and Exchange Board of India and the listing requirements of the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). We incur significant legal, accounting, reporting and other expenses in order to maintain a listing on each of Nasdaq, NSE and BSE.

 

In addition, these listings may increase price volatility of our Ordinary Shares due to various factors, including the ability to buy or sell Yatra India’s Equity Shares in the market (“Equity Shares”), different market conditions in different capital markets, different trading volumes and differences in exchange rates. Our Ordinary Shares trade in U.S. dollars on Nasdaq and Yatra India’s Equity Shares trade on the NSE and the BSE in INR. Further, the exchanges are open for trade at different times of the day and the exchanges also have differing vacation schedules. Other external influences may have different effects on the trading price of our Ordinary Shares. In addition, low trading volume may increase the price volatility of our Ordinary Shares.

 

Investors could seek to sell or buy our Ordinary Shares to take advantage of any relative price differences between the markets through a practice referred to as arbitrage. Any arbitrage activity could create unexpected volatility in prices of our Ordinary Shares. This could adversely affect the trading of our Ordinary Shares and increase the price volatility or adversely affect the price and liquidity of our Ordinary Shares.

 

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 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. Following the initial public offering of the Equity Shares in India, as of October 1, 2023, we held approximately 64.46% of the issued and outstanding Equity Shares. Our ability to sell Equity Shares is limited to approximately an additional 14.45% of the issued and outstanding Equity Shares such that Yatra India continues to remain our consolidated subsidiary. Accordingly, our ability to generate proceeds from the sale of Equity Shares is limited. In addition, Yatra India’s charter and those of Asia Consolidated DMC Pte. Ltd. and THCL Travel Holding Cyprus Limited, our direct subsidiaries and Yatra India’s promoter 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.

 

This Report on Form 6-K is hereby incorporated by reference into Yatra Online, Inc.’s registration statements on Form F-3 (Registration Statement Nos. 333-215653 and 333-256442) filed with the Securities and Exchange Commission on April 11, 2018 and May 24, 2021 (and subsequently amended on July 7, 2021), respectively, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.

 

Exhibit Index

 

Exhibit No.   Description
     
99.1   Earnings release of Yatra Online, Inc. dated October 16, 2023

 

2

 

SIGNATURES

 

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

 

  YATRA ONLINE, INC.
 

 

 
Date: October 16, 2023 By: /s/ Dhruv Shringi
    Dhruv Shringi
    Chief Executive Officer

 

3
EX-99.1 2 ex99-1.htm

 

Exhibit 99.1

 

YATRA ONLINE, INC. ANNOUNCES RESULTS FOR

THE THREE MONTHS JUNE 30, 2023

 

Gurugram, India and New York October 16, 2023— Yatra Online, Inc. (NASDAQ: YTRA) (the “Company”), India’s leading corporate travel services provider and one of India’s leading online travel companies, today announced its unaudited financial and operating results for the three months and year ended June 30, 2023.

 

“We started Fiscal Year 2024, on a strong footing on the Air front with the highest number of Air Passengers booked since pre-COVID in December 2019, up 41.5% YoY far outpacing domestic air passenger industry growth of 14.8% YoY. Our revenue for the quarter ended June 30, 2023, was reported at INR 1,105.8 million (USD 13.5 million) up 23% YoY. Adjusted Margin from Air Ticketing of USD 14.1 million was up 46% YoY. Sequentially as well, we grew at 2x the industry rate in domestic air clearly demonstrating our ability to gain market share and the strength of the YATRA brand. Adjusted EBITDA for the quarter reached INR 115.4 million (USD 1.4 million), marginally lower vs. the June 2022 quarter at INR 123.5 million (USD 1.5 million).

 

International travel has also shown a steady improvement during the quarter ended June 30, 2023, reaching approximately 90% of pre-COVID levels. As we move forward, we remain optimistic and committed to leveraging these positive trends to drive further growth and success.

 

We further fortified our leadership in the Corporate travel sector by signing 19 new corporate customer accounts in the June quarter in our Corporate business with an annual billing potential of INR 1,510 million (~USD 18.2 million) underlining the capabilities and leadership of our Corporate Travel SaaS platform.

 

Yatra Online Limited, our Indian subsidiary, was successfully listed on the National Stock Exchange of India Limited and on the Bombay Stock Exchange on September 28, 2023 consummating the IPO of INR 7,750 million. The proceeds from this milestone will predominantly fuel our strategic growth, technology advancements, and customer-centric initiatives.

 

Furthermore, we also benefited from an additional inflow of approximately USD 21 million through the sale of shares in this IPO of this amount held by its wholly owned subsidiary THCL, which flowed through to the parent entity Yatra Online, Inc. This capital not only enabled us to repay the MAK debt but has also provided us with the flexibility to potentially allocate a part of the residual funds for future YTRA share buybacks. Additionally, we believe the IPO will also be beneficial to the consolidated company on several fronts as it provides a liquid stock that can be used for M&A in India. In addition, the transaction expands the shareholder base of the consolidated company by adding retail and institutional investors in India already familiar with Yatra’s business and brand while increasing its visibility through a larger pool of equity analysts.

 

In conclusion, as we navigate the evolving landscape, our commitment remains unwavering—to leverage growth opportunities and ensure Yatra’s continued ascent” - Dhruv Shringi, Co-founder and CEO.

 

 

 

Financial and operating highlights for the three months ended June 30, 2023:

 

Revenue of INR 1,105.8 million (USD 13.5 million), representing an increase of 23.0% year-over-year basis (“YoY”).
Adjusted Margin (1) from Air Ticketing of INR 1,159.0 million (USD 14.1 million), representing an increase of 45.8% YoY.
Adjusted Margin (1) from Hotels and Packages of INR 307.6 million (USD 3.7 million), representing an increase of 1.6% YoY.
Total Gross Bookings (Air Ticketing, Hotels and Packages and Other Services)(3) of INR 19,834.4 million (USD 241.7 million), representing an increase of 11.0% YoY.
   
Loss for the period was INR 23.9 million (USD 0.3 million) versus a loss of INR 7.0 million (USD 0.1 million) for the three months ended June 30, 2022, reflecting an increase in loss by INR 17.0 million (USD 0.2 million) YoY.
Result from operations were a profit of INR 52.7 million (USD 0.6 million) versus a profit of INR 32.9 million (USD 0.4 million) for the three months ended June 30, 2022, reflecting an improvement of 60.2% YoY.
Adjusted EBITDA(2) Profit was INR 115.4 million (USD 1.4 million) reflecting a decrease of 6.6% YOY.

 

    Three months ended June 30,        
    2022     2023     2023     YoY Change  
    Unaudited     Unaudited     Unaudited        
(In thousands except percentages)   INR     INR     USD     %  
Financial Summary as per IFRS                        
Revenue     899,046       1,105,817       13,476       23.0 %
Results from operations     32,911       52,721       642       60.2 %
Loss for the period     (6,965 )     (23,944 )     (292 )     (249.5 )%
Financial Summary as per non-IFRS measures                                
Adjusted Margin (1)(2)                                
Adjusted Margin - Air Ticketing     794,879       1,159,032       14,124       45.8 %
Adjusted Margin - Hotels and Packages     302,651       307,621       3,749       1.6 %
Adjusted Margin - Other Services     51,436       32,728       399       (36.4 )%
Others (Including Other Income)     104,766       153,988       1,877       47.0 %
Adjusted EBITDA (2)     123,545       115,405       1,406       (6.6 )%
Operating Metrics                                
Gross Bookings (3)     17,867,216       19,834,376       241,706       11.0 %
Air Ticketing     14,837,538       16,923,959       206,239       14.1 %
Hotels and Packages     2,204,311       2,404,142       29,297       9.1 %
Other Services (6)     825,367       506,275       6,170       (38.7 )%
Adjusted Margin %*(4)                                
Air Ticketing     5.4 %     6.8 %                
Hotels and Packages     13.7 %     12.8 %                
Other Services     6.2 %     6.5 %                
Quantitative details (5)                                
Air Passengers Booked     1,290       1,825               41.5 %
Stand-alone Hotel Room Nights Booked     585       491               (16.1 )%
Packages Passengers Travelled     5       6               20.0 %

 

Note:

 

  (1) 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.
  (2) See the section below titled “Certain Non-IFRS Measures.”
  (3) Gross Bookings represent the total amount paid by our customers for travel services, freight services and products booked through us, including taxes, fees and other charges, and are net of cancellation and refunds.
  (4) Adjusted Margin % is defined as Adjusted Margin as a percentage of Gross Bookings.
  (5) Quantitative details are considered on a gross basis.
  (6) Other Services primarily consists of freight business, bus, rail and cab and others services.

 

As of June 30, 2023, 63,795,829 ordinary shares (on an as-converted basis), par value $0.0001 per share, of the Company (the “Ordinary Shares”) were issued and outstanding.

 

 

 

Convenience Translation

 

The interim unaudited condensed consolidated financial statements are stated in INR. However, solely for the convenience of readers, the unaudited interim condensed consolidated statement of profit or loss and other comprehensive loss for the three months ended June 30, 2023, the unaudited interim condensed consolidated statement of financial position as of June 30, 2023, the unaudited interim condensed consolidated statement of cash flows for the three months ended June 30, 2023 and discussion of the results of the three months ended June 30, 2023 compared with three months ended June 30, 2022, were converted into U.S. dollars at the exchange rate of 82.06 INR per USD, which is based on the noon buying rate as at June 30, 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 International Financial Reporting Standards (“IFRS”).

 

Recent developments

 

  1. Yatra Online Limited, our Indian subsidiary, or “Yatra India,” successfully completed its initial public offer (“IPO”) of 54,577,465 Equity Shares for cash at a price of ₹ 142 per Equity Share (including a premium of ₹141 per Equity Share) aggregating to ₹ 7,750.00 million. The offer and sale comprised of a Fresh Issue by Yatra India of 42,394,366 Equity Shares aggregating to ₹ 6,020.00 million and an Offer for Sale of 12,183,099 Equity Shares aggregating to ₹1,730.00 million by the Selling Shareholders (i.e. THCL Travel Holding Cyprus Limited and Pandara Trust – Scheme I represented by its trustee Vistra ITCL (India) Limited). The IPO consummated with Yatra India’s listing on September 28, 2023 on the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”).
     
  2. On September 28, 2023, the Company prepaid in full outstanding principal amount along with the accrued interest totaling approximately US$ 9.45 million under the promissory note issued pursuant to the Note Purchase Agreement dated October 5, 2022, as amended, by and between the Company and MAK Capital Fund, LP, (“MAK”), an affiliate of Michael A. Kaufman, a member of our Board of Directors (the “Note Purchase Agreement”). Accordingly, all amounts due pursuant to the Note Purchase Agreement have been discharged and the promissory note cancelled.

 

 

 

Results of Three Months Ended June 30, 2023

 

Revenue. We generated Revenue of INR 1,105.8 million (USD 13.5 million) in the three months ended June 30, 2023, an increase of 23.0% compared with INR 899.0 million (USD 11.0 million) in three months ended June 30, 2022.

 

The increase in revenue was primarily due to the sustained elevated travel demand in India in the quarter ended June 30, 2023 as compared to the quarter ended June 30, 2022 and an accrual of threshold bonus for Global Distribution System (“GDS”) contracts in the three months ended June 30, 2023.

 

Service cost. Our Service cost increased to INR 219.0 million (USD 2.7 million) in the three months ended June 30, 2023, compared to Service cost of INR 146.7 million (USD 1.8 million) in the three months ended June 30, 2022, primarily due to higher package sales in the three months ended June 30, 2023 on account of recovery in consumer travel markets.

 

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

 

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

 

    Reportable Segments  
    Air Ticketing     Hotels and Packages     Other Services  
    Three months ended June 30,  
Amount in INR thousands (Unaudited)   2022     2023     2022     2023     2022     2023  
Revenue as per IFRS - Rendering of services     375,695       489,369       390,702       452,555       47,527       26,718  
Customer promotional expenses     419,184       669,663       58,664       74,086       3,909       6,010  
Service cost     -       -       (146,715 )     (219,020 )                
Adjusted Margin     794,879       1,159,032       302,651       307,621       51,436       32,728  

 

Air Ticketing. Revenue from our Air Ticketing business was INR 489.4 million (USD 6.0 million) in the three months ended June 30, 2023 as compared to INR 375.7 million (USD 4.6 million) in the three months ended June 30, 2022, reflecting an increase of 30.3%.

 

 

 

Adjusted Margin (1) from our Air Ticketing business increased to INR 1,159.0 million (USD 14.1 million) in the three months ended June 30, 2023, as compared to INR 794.9 million (USD 9.7 million) in the three months ended June 30, 2022. In the three months ended June 30, 2023 , Adjusted Margin (1) for Air Ticketing includes the add-back of INR 669.7 million (USD 8.2 million) of consumer promotion and loyalty program costs, which reduced Revenue as per IFRS 15, against an add-back of INR 419.2 million (USD 5.1 million) in the three months ended June 30, 2022. The recovery in Revenue and Adjusted Margin is primarily due to the sustained elevated travel demand in India in the quarter ended June 30, 2023 as compared to the quarter ended June 30, 2022 and an accrual of threshold bonus for GDS contracts.

 

Hotels and Packages. Revenue from our Hotels and Packages business was INR 452.6 million (USD 5.5 million) in the three months ended June 30, 2023, as compared to INR 390.7 million (USD 4.8 million) in the three months ended June 30, 2022, reflecting an increase of 15.8%.

 

Adjusted Margin (1) for this segment increased by 1.6% to INR 307.6 million (USD 3.7 million) in the three months ended June 30, 2023 from INR 302.7 million (USD 3.7 million) in the three months ended June 30, 2022. In the three months ended June 30, 2023, Adjusted Margin (1) for Hotels and Packages includes the add-back of customer promotional expenses, which had been reduced from Revenue as per IFRS 15 of INR 74.1 million (USD 0.9 million) against an add-back of INR 58.7 million (USD 0.7 million) in the three months ended June 30, 2022. The increase in Revenue and Adjusted Margin in the three months ended June 30, 2023 is on account of recovery in domestic travel, along with addition of new distribution partners. The reduction in Adjusted Margin is on account of change in mix in favor of packages.

 

Other Services. Our Revenue from Other Services was INR 26.7 million (USD 0.3 million) in the three months ended June 30, 2023, a decrease from INR 47.5 million (USD 0.6 million) in the three months ended June 30, 2022.

 

Adjusted Margin for this segment decreased by 36.4% to INR 32.7 million (USD 0.4 million) in the three months ended June 30, 2023, from INR 51.4 million (USD 0.6 million) in the three months ended June 30, 2022. In the three months ended June 30, 2023, Adjusted Margin includes the add-back of consumer promotion expenses, which had been reduced from Revenue of INR 6.0 million (USD 0.1 million) against an add-back of INR 3.9 million (USD 0.1 million) in the three months ended June 30, 2022 pursuant to IFRS 15. This decrease in Adjusted Margin is primarily due to a decrease in revenue from our freight business.

 

 

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

 

 

 

 

Other Revenue. Our Other Revenue was INR 137.2 million (USD 1.7 million) in the three months ended June 30, 2023, an increase from INR 85.1 million (USD 1.0 million) in the three months ended June 30, 2022 due to an increase in advertising revenue.

 

Other Income. Our Other Income decreased to INR 16.8 million (USD 0.2 million) in the three months ended June 30, 2023 from INR 19.6 million (USD 0.2 million) in the three months ended June 30, 2022 due to decrease in write back of liabilities no longer required to be paid and gain on termination of leases.

 

Personnel Expenses. Our personnel expenses increased by 2.2% to INR 275.8 million (USD 3.4 million) in the three months ended June 30, 2023 from INR 269.9 million (USD 3.3 million) in the three months ended June 30, 2022. Excluding employee share-based compensation costs of INR 14.4 million (USD 0.2 million) in the three months ended June 30, 2023, compared to INR 34.5 million (USD 0.4 million) in the three months ended June 30, 2022, personnel expenses increased by 11.0% in the three months ended June 30, 2023 due to increase in headcount.

 

Marketing and Sales Promotion Expenses. Marketing and Sales Promotion Expenses increased by 324.0% to INR 131.0 million (USD 1.6 million) in the three months ended June 30, 2023 from INR 30.9 million (USD 0.4 million) in the three months ended June 30, 2022. Adding back the expenses for consumer promotions and loyalty program costs, which have been deducted from Revenue per IFRS 15, our marketing spend would have been INR 880.8 million (USD 10.7 million) in the three months ended June 30, 2023 against INR 512.7 million (USD 6.2 million) in the three months ended June 30, 2022, increased by 71.8% on a YoY.

 

Other Operating Expenses. Other operating expenses increased by 3.6% to INR 395.8 million (USD 4.8 million) in the three months ended June 30, 2023 from INR 382.1 million (USD 4.7 million) in the three months ended June 30, 2022 primarily due to increase in commission, legal and professional charges, payment gateway charges which is partially offset by decrease in provision for doubtful receivables and insurance cost.

 

Adjusted EBITDA(1). Due to the foregoing factors, Adjusted EBITDA Profit(1) decreased to INR 115.4 million (USD 1.4 million) in the three months ended June 30, 2023 from an Adjusted EBITDA Profit(1) of INR 123.5 million (USD 1.5 million) in the three months ended June 30, 2022.

 

Depreciation and Amortization. Our depreciation and amortization expenses decreased by 12.5% to INR 48.3 million (USD 0.6 million) in the three months ended June 30, 2023 from INR 55.1 million (USD 0.7 million) in the three months ended June 30, 2022 primarily due to assets fully amortized/depreciated in previous period which is partially offset by increase in depreciation in the three months ended June 30, 2023.

 

Impairment of loan to joint venture. On September 28, 2012, we entered into a joint venture agreement with respect to a company that operates in adventure travel activities. As at June 30, 2022, the Company has impaired the outstanding loan amount of INR 1.0 million (USD 0.01 million) to the joint venture.

 

Results from Operations. As a result of the foregoing factors, our Results from Operations were a profit of INR 52.7 million (USD 0.6 million) in the three months ended June 30, 2023. Our profit for the three months ended June 30, 2022 was INR 32.9 million (USD 0.4 million). Excluding the employee share-based compensation costs and impairment of loan to joint venture, Adjusted Results from Operations(1) would have been a profit of INR 67.1 million (USD 0.8 million) for three months ended June 30, 2023 as compared to a loss of INR 68.4 million (USD 0.8 million) for three months ended June 30, 2022.

 

 

 

Finance Income. Our finance income decreased to INR 8.5 million (USD 0.1 million) in the three months ended June 30, 2023 from INR 10.3 million (USD 0.1 million) in the three months ended June 30, 2022. This was primarily due to a decrease in the foreign exchange gain which is partially offset by increase in interest income earned from our bank deposits.

 

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

 

Finance Costs. Our finance costs of INR 85.4 million (USD 1.0 million) in the three months ended June 30, 2023 which includes interest on the lease liability of INR 8.6 million (USD 0.1 million) increased by INR 54.7 million (USD 0.7 million) from finance cost of INR 30.7 million (USD 0.4 million) in the three months ended June 30, 2022, which includes interest on the lease liability of INR 9.4 million (USD 0.1 million). The increase was due to increase in interest on borrowings and increase in borrowings facilities which includes invoice discounting/working capital facilities and non-convertible debenture.

 

Listing and related expenses. Listing and related expenses relate to the expenses incurred in connection with the Indian IPO. During the three month ended June 30, 2023, the Company has reversed INR 14.0 million (USD 0.2 million) compared to an expense of INR 10.6 million (USD 0.1 million) during the three months ended June 30, 2022 is charged to the profit and loss.

 

Income Tax Expense. Our income tax expense during the three months ended June 30, 2023 was INR 13.7 million (USD 0.2 million) compared to INR 8.9 million (USD 0.1 million) during the three months ended June 30, 2022.

 

Loss for the Period. As a result of the foregoing factors, our loss in the three months ended June 30, 2023 was INR 24.3 million (USD 0.3 million) as compared to a loss of INR 7.0 million (USD 0.1 million) in the three months ended June 30, 2022. Excluding the employee share based compensation costs, listing and related expenses and impairment of loan to joint venture, the Adjusted loss(1) would have been INR 23.9 million (USD 0.3 million) for the three months ended June 30, 2023 and Adjusted profit(1) INR 39.2 million (USD 0.5 million) for the three months ended June 30, 2022.

 

Basic Earnings/(Loss) per Share. Basic Loss per Share was INR 0.39 (USD 0.01) in the three months ended June 30, 2023 as compared to Basic Loss per share of INR 0.12 (USD 0.01) in the three months ended June 30, 2022. After excluding the employee share-based compensation costs, listing and related expenses and impairment of loan to joint venture, Adjusted Basic Loss per Share(1) would have been INR 0.39 (USD 0.01) in the three months ended June 30, 2023, as compared to Adjusted Basic Earnings INR 0.61 (USD 0.01) in the three months ended June 30, 2022.

 

Diluted Earnings/(Loss) per Share. Diluted Loss per Share was INR 0.39 (USD 0.01) in the three months ended June 30, 2023 as compared to Diluted Loss per share of INR 0.12 (USD 0.01) in the three months ended June 30, 2022. After excluding the employee share-based compensation costs, listing and related expenses and impairment of loan to joint venture, Adjusted Diluted Loss per Share(1) would have been INR 0.39 (USD 0.01) in the three months ended June 30, 2023 as compared to Adjusted Diluted Earnings INR 0.61 (USD 0.01) in the three months ended June 30, 2022.

 

Liquidity. As of June 30, 2023, the balance of cash and cash equivalents and term deposits on our balance sheet was INR 1,111.1 million (USD 13.5 million).

 

 

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

 

 

 

 

Conference Call

 

The Company will host a conference call to discuss its unaudited results for the three months ended June 30, 2023 beginning at 11:00 AM Eastern Daylight Time (or 8:30 PM India Standard Time) on October 16, 2023. Dial in details for the conference call is as follows: US/International dial-in number: +1 404 975 4839. Confirmation Code: 248075 (Callers should dial in 5-10 minutes prior to the start time and provide the operator with the Confirmation Code). The conference call will also be available via webcast at https://events.q4inc.com/attendee/963402477.

 

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 International Accounting Standards Board (“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.

 

In addition to referring to Adjusted Margin, we also refer to Adjusted EBITDA Profit, Adjusted Results from Operations, Adjusted Profit/(Loss) for the Period and Adjusted Basic and Adjusted Diluted Earnings/(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, impairment of loan to joint venture and listing and related expenses. 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 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, 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.
     
  Listing and related expenses - These primarily reflect the non-recurring expenses incurred on the IPO process of Yatra India.

 

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

 

We evaluate the performance of our business after excluding the impact of the 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 Profit/(Loss) for the period and Adjusted Basic and Adjusted Diluted Earnings/(Loss) Per Share as against using measures in accordance with IFRS as issued by the IASB are that these non-IFRS financial measures exclude share-based compensation cost, listing and related expenses, impairment of loan to joint venture and depreciation and amortization in case of Adjusted EBITDA profit. Management compensates for this limitation by providing specific information on the IFRS amounts excluded from Adjusted EBITDA profit, Adjusted Results from Operations, Adjusted Loss for the Period and Adjusted Basic and Adjusted Diluted Earnings/(Loss) Per Share.

 

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

 

Reconciliation of Adjusted EBITDA (unaudited)   Three months ended  
Amount in INR thousands   June 30, 2022     June 30, 2023  
Profit/(Loss) for the period as per IFRS     (6,965 )     (23,944 )
Employee share-based compensation costs     34,490       14,414  
Depreciation and amortization     55,144       48,271  
Impairment of loan to joint venture     1,000       -  
Finance income     (10,321 )     (8,469 )
Finance costs     30,704       85,438  
Listing and related expenses     10,640       (13,983 )
Tax expense     8,853       13,678  
Adjusted EBITDA     1,23,545       1,15,405  

 

Reconciliation of Adjusted Results from Operations (unaudited)   Three months ended  
Amount in INR thousands   June 30, 2022     June 30, 2023  
Results from operations (as per IFRS)     32,911       52,721  
Employee share-based compensation costs     34,490       14,414  
Impairment of loan to joint venture     1,000       -  
Adjusted Results from Operations     68,401       67,135  

 

 

 

Reconciliation of Adjusted Profit/(Loss) (unaudited)   Three months ended  
Amount in INR thousands   June 30, 2022     June 30, 2023  
Loss for the period (as per IFRS)     (6,965 )     (23,944 )
Employee share-based compensation costs     34,490       14,414  
Impairment of loan to joint venture     1,000       -  
Listing and related expenses     10,640       (13,983 )
Adjusted Profit/(Loss) for the period     39,165       (23,513 )

 

    Three months ended  
Reconciliation of Adjusted Basic Earnings/(Loss) (Per Share) (unaudited)   June 30, 2022     June 30, 2023  
Basic Earnings/(Loss) per share (as per IFRS)     (0.12 )     (0.39 )
Employee share-based compensation costs     0.54       0.22  
Impairment of loan to joint venture     0.02       -  
Listing and related expenses     0.17       (0.22 )
Adjusted Basic Earnings/(Loss) Per Share     0.61       (0.39 )

 

    Three months ended  
Reconciliation of Adjusted Diluted Earnings/(Loss) (Per Share) (unaudited)   June 30, 2022     June 30, 2023  
Diluted Earnings/(Loss) per share (as per IFRS)     (0.12 )     (0.39 )
Employee share-based compensation costs     0.54       0.22  
Impairment of loan to Joint venture     0.02       -  
Listing and related expenses     0.17       (0.22 )
Adjusted Diluted Earnings/(Loss) Per Share     0.61       (0.39 )

 

    Reportable Segments  
    Air Ticketing     Hotels and Packages     Other Services  
    Three months ended June 30,  
Amount in INR thousands (Unaudited)   2022     2023     2022     2023     2022     2023  
Revenue as per IFRS - Rendering of services     375,695       489,369       390,702       452,555       47,527       26,718  
Customer promotional expenses     419,184       669,663       58,664       74,086       3,909       6,010  
Service cost     -       -       (146,715 )     (219,020 )                
Adjusted Margin     794,879       1,159,032       302,651       307,621       51,436       32,728  

 

 

 

Safe Harbor Statement

 

This earnings release contains certain statements concerning the Company’s future growth prospects and forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements are based on the Company’s current expectations, assumptions, estimates and projections about the Company and its industry. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “will,” “project,” “seek,” “should” similar expressions and the negative forms of such expressions. Such statements include, among other things, statements regarding the long-term growth trajectory for the Indian travel market, statements concerning management’s beliefs as well as our strategic and operational plans; the anticipated benefits of the IPO; the degree to which and how we will utilize debt facilities or the proceeds from the Indian IPO and the results we anticipate from how such funds are utilized; and our future financial performance, including statements about our Revenue, cost of Revenue, operating expenses and our ability to achieve and maintain profitability, strengthen our balance sheet or take advantage of the rapidly recovering leisure and business travel market in India. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, the impact of the COVID-19 pandemic; 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; 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 (including the ongoing conflict between Ukraine and Russia), pandemics and natural calamities, our ability to successfully negotiate our contracts with airline suppliers and global distribution system service providers and mitigate any negative impacts on our Revenue that result from reduced commissions, incentive payments and fees we receive; the risk that 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; our ability to pursue strategic partnerships and the risks associated with our business partners; the potential impact of recent developments in the Indian travel industry on our profitability and financial condition; political and economic stability in and around India and other key travel destinations; our ability to maintain and increase our brand awareness; our ability to realize the anticipated benefits of any past or future acquisitions; our ability to successfully implement our growth strategy; 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 as a result of the certain cost reduction initiatives that we have taken in response to the COVID-19 pandemic; and our ability to successfully implement any new business initiatives. These and other factors are discussed in our reports filed with the U.S. Securities and Exchange Commission. All information provided in this earnings release is provided as of the date of issuance of this earnings release, and we do not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 

About Yatra Online, Inc.

 

Yatra Online, Inc. is the ultimate parent company of Yatra Online Limited, a public listed company on the NSE and BSE (Formerly known as Yatra Online Private Limited, hereinafter referred to as “Yatra India”), whose corporate office is based in Gurugram, India. Yatra India is India’s largest corporate travel services provider in terms of number of corporate clients with approximately 813 large corporate customers and approximately 50,000 registered SME customers and the third largest online travel company (OTC) in India among key OTA players in terms of gross booking revenue and operating revenue for Fiscal 2023 (Source: CRISIL Report). Leisure and business travelers use Yatra India’s mobile applications, its website, www.yatra.com, and its 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. With approximately 105,600 hotels in approximately 1,490 cities and towns in India as well as more than 2 million hotels around the world, Yatra India has the largest hotel inventory amongst key Indian online travel agency (OTA) players (Source: CRISIL Report).

 

For more information, please contact:

 

Manish Hemrajani

Yatra Online, Inc.

VP, Head of Corporate Development and Investor Relations

ir@yatra.com

 

 

 

Yatra Online, Inc.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS FOR THREE MONTHS ENDED JUNE 30, 2023

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

 

    Three months ended June 30,  
    2022     2023  
    INR     INR     USD  
    Unaudited     Unaudited     Unaudited  
Revenue                        
Rendering of services     813,924       968,642       11,804  
Other revenue     85,122       137,175       1,672  
Total revenue     899,046       1,105,817       13,476  
Other income     19,644       16,813       205  
                         
Service cost     146,715       219,020       2,669  
Personnel expenses     269,898       275,799       3,361  
Marketing and sales promotion expenses     30,899       131,017       1,597  
Other operating expenses     382,123       395,802       4,823  
Depreciation and amortization     55,144       48,271       588  
Impairment of loan to Joint venture     1,000       -       -  
Results from operations     32,911       52,721       643  
                         
Share of loss of joint venture     -       -       -  
Finance income     10,321       8,469       103  
Finance costs     (30,704 )     (85,438 )     (1,041 )
Listing and related expenses     (10,640 )     13,983       170  
Profit/(Loss) before taxes     1,888       (10,265 )     (125 )
Tax expense     (8,853 )     (13,679 )     (167 )
Loss for the period     (6,965 )     (23,944 )     (292 )
                         
Other comprehensive income/ (loss)                        
Items not to be reclassified to profit or loss in subsequent periods (net of taxes)                        
Remeasurement gain on defined benefit plan     862       70       1  
Items that are or may be reclassified subsequently to profit or loss (net of taxes)                        
Foreign currency translation differences loss     (10,203 )     15,212       185  
Other comprehensive profit/(loss) for the period, net of tax     (9,341 )     15,282       186  
Total comprehensive loss for the period, net of tax     (16,306 )     (8,662 )     (106 )
                         
Profit/(loss) attributable to :                        
Owners of the Parent Company     (7,725 )     (24,796 )     (302 )
Non-Controlling interest     760       852       10  
Loss for the period     (6,965 )     (23,944 )     (292 )
                         
Total comprehensive profit/(loss) attributable to :                        
Owners of the Parent Company     (17,075 )     (9,516 )     (116 )
Non-Controlling interest     769       854       10  
Total comprehensive loss for the period     (16,306 )     (8,662 )     (106 )
                         
Loss per share                        
Basic     (0.12 )     (0.39 )     (0.01 )
Diluted     (0.12 )     (0.39 )     (0.01 )
                         
Weighted average no. of shares                        
Basic     62,639,673       63,737,220       63,737,220  
Diluted     62,639,673       63,737,318       63,737,318  

 

 

 

Yatra Online, Inc.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT JUNE 30, 2023

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

 

    March 31, 2023     June 30, 2023     June 30, 2023  
    INR     INR     USD  
    Audited     Unaudited  
Assets                        
Non-current assets                        
Property, plant and equipment     45,843       51,575       629  
Right-of-use assets     200,760       188,493       2,297  
Intangible assets and goodwill     778,963       794,732       9,685  
Prepayments and other assets     1,177       1,015       12  
Other financial assets     49,864       53,095       647  
Term deposits     6,158       8,900       109  
Other non financial assets     195,491       197,638       2,408  
Deferred tax asset     11,086       11,034       135  
Total non-current assets     1,289,342       1,306,482       15,919  
                         
Current assets                        
Inventories     76       52       1  
Trade and other receivables     3,061,210       3,343,845       40,749  
Prepayments and other assets     951,924       723,418       8,816  
Income tax recoverable     308,716       346,318       4,220  
Other financial assets     68,997       74,965       913  
Term deposits     581,217       649,343       7,913  
Cash and cash equivalents     503,601       452,889       5,519  
Total current assets     5,475,741       5,590,830       68,131  
                         
Total assets     6,765,083       6,897,312       84,052  
                         
Equity and liabilities                        
Equity                        
Share capital     850       851       10  
Share premium     20,388,799       20,406,607       248,679  
Treasury shares     (11,219 )     (11,219 )     (137 )
Other capital reserve     281,394       276,732       3,372  
Accumulated deficit     (19,921,095 )     (19,944,556 )     (243,048 )
Foreign currency translation reserve     (31,034 )     (15,822 )     (193 )
Total equity attributable to equity holders of the Company     707,695       712,593       8,684  
Total Non-controlling interest     11,624       12,474       152  
Total equity     719,319       725,071       8,836  
                         
Non-current liabilities                        
Borrowings     19,274       176,298       2,149  
Deferred tax liability     7,150       6,449       79  
Employee benefits     40,747       39,752       484  
Lease liability     203,393       190,537       2,322  
Total non-current liabilities     270,564       413,036       5,033  
                         
Current liabilities                        
Borrowings     2,333,378       2,219,712       27,050  
Trade and other payables     2,176,353       2,200,043       26,810  
Employee benefits     56,020       49,028       598  
Deferred revenue     45,721       17,899       218  
Income taxes payable     31,850       45,707       557  
Lease liability     47,835       48,559       592  
Other financial liabilities     417,014       424,845       5,177  
Other current liabilities     667,029       753,412       9,182  
Total current liabilities     5,775,200       5,759,205       70,183  
Total liabilities     6,045,764       6,172,241       75,216  
Total equity and liabilities     6,765,083       6,897,312       84,052  

 

 

 

Yatra Online, Inc.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THREE MONTHS ENDED JUNE 30, 2023

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

 

    Attributable to shareholders of the Parent Company              
   

Equity share capital

   

Equity share premium

   

Treasury shares

    Accumulated deficit    

Other capital reserve

    Foreign currency translation reserve     Total     Non controlling interest     Total Equity  
Balance as at April 1, 2023     850       20,388,799       (11,219 )     (19,921,095 )     281,394       (31,034 )     707,695       11,624       719,319  
                                                                         
Loss for the period                             (24,796 )                     (24,796 )     852       (23,944 )
                                                                         
Other comprehensive loss                                                                        
Foreign currency translation differences                             -               15,212       15,212       -       15,212  
Re-measurement gain on defined benefit plan                             68               -       68       2       70  
Total other comprehensive loss     -       -       -       68       -       15,212       15,280       2       15,282  
                                                                         
Total comprehensive loss     -       -       -       (24,728 )     -       15,212       (9,516 )     854       (8,662 )
                                                                         
Share based payments     -       -       -       1,267       13,147       -       14,414       -       14,414  
Exercise of options     1       17,808       -       -       (17,809 )     -       -       -       -  
                                                                         
Total contribution by owners     1       17,808       -       1,267       (4,662 )     -       14,414       -       14,414  
                                                                         
Balance as at June 30, 2023     851       20,406,607       (11,219 )     (19,944,556 )     276,732       (15,822 )     712,593       12,478       725,071  

 

 

 

Yatra Online, Inc.

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THREE MONTHS ENDED JUNE 30, 2023

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

 

    Three months ended June 30,  
    2022     2023     2023  
    INR     INR     USD  
                   
Profit/(Loss) before tax     1,888       (10,265 )     (126 )
Adjustments for non-cash and non-operating items     80,707       73,448       895  
Change in working capital     (280,250 )     36,306       442  
Direct taxes paid (net of refunds)     (32,874 )     (38,073 )     (464 )
Net cash flows from/(used in) operating activities     (230,529 )     61,416       748  
Net cash flows (used in) investing activities     (12,804 )     (109,035 )     (1,329 )
Net cash flows (used in) financing activities     (130,961 )     (31,091 )     (422 )
Net decrease in cash and cash equivalents     (374,294 )     (82,282 )     (1,004 )
Cash and cash equivalents at the beginning of the period     800,282       503,601       6,113  
Effect of exchange differences on cash and cash equivalents     (2,812 )     31,569       409  
Cash and cash equivalents at the end of the period     423,176       452,889       5,519  

 

 

 

Yatra Online, Inc.

OPERATING DATA

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

 

    For the three months ended June 30,  
(In thousands except percentages)   2022     2023  
Quantitative details *                
Air Passengers Booked     1,290       1,825  
Stand-alone Hotel Room Nights Booked     585       491  
Packages Passengers Travelled     5       6  
Gross Bookings                
Air Ticketing     14,837,538       16,923,959  
Hotels and Packages     2,204,311       2,404,142  
Other Services     825,367       506,275  
Total     17,867,216       19,834,376  
Adjusted Margin                
Adjusted Margin - Air Ticketing     794,879       1,159,032  
Adjusted Margin - Hotels and Packages     302,651       307,621  
Adjusted Margin - Other Services     51,436       32,728  
Others (Including Other Income)     104,766       153,988  
                 
Adjusted Margin %**                
Air Ticketing     5.4 %     6.8 %
Hotels and Packages     13.7 %     12.8 %
Other Services     6.2 %     6.5 %

 

* Quantitative details are considered on Gross basis.

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