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6-K 1 form6-k.htm 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

Report of Foreign Private Issuer

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

under the Securities Exchange Act of 1934

 

February 11, 2026

 

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 February 11, 2026, Yatra Online, Inc. issued an earnings release announcing its unaudited financial and operating results for the three months ended December 31, 2025. A copy of the earnings release is attached hereto as Exhibit 99.1.

 

This Report on Form 6-K is hereby incorporated by reference into Yatra Online, Inc.’s registration statement on Form F-3 (Registration Statement No. 333-256442) filed with the Securities and Exchange Commission (“SEC”) on May 24, 2021 (and subsequently amended on July 7, 2021) and Form S-8 (Registration Statement No. 333-218498) filed with the SEC on June 5, 2017, to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.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 February 11, 2026

 

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: February 11, 2026 By: /s/ Siddhartha Gupta
    Siddhartha Gupta
    Chief Executive Officer

 

3

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

YATRA ONLINE, INC. ANNOUNCES RESULTS FOR

THE THREE MONTHS ENDED DECEMBER 31, 2025

 

Gurugram, India and New York February 11, 2026— 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 ended December 31, 2025.

 

“I am pleased to report that the third quarter marked a period of robust financial and operational performance, with results exceeding our initial full-year growth guidance, despite disruptions in India’s domestic aviation sector and geopolitical developments impacting international travel, particularly traffic to and through the Middle East region.

Our performance was driven by balanced growth across business travel demand, affiliate-sourced business, and our consumer segment, underpinned by sustained momentum and effective execution across our platforms.

 

For the three months ended December 31, 2025, we reported revenue of INR 2,576.9 million (USD 28.7 million) registering growth of 9.6% YoY. This growth was driven by a stronger consumer and affiliate travel mix, continued expansion in Air, and improved profitability in Hotels and Packages.

 

Our Corporate Travel segment continues to serve as a key growth pillar. During the third quarter, we onboarded 40 new corporate clients, expanding annual billing potential by INR 2,234 million (USD 24.9 million). While the third quarter is typically a lean period for corporate travel due to year-end holidays, we proactively accelerated growth in our consumer and affiliate channels. This included an aggressive focus on Air revenues while maintaining pricing discipline and margins in Hotels, without resorting to discounting.

 

The integration of Globe Travels has progressed well, delivering supplier synergies, technology enhancements, and cross-selling opportunities that further strengthen our client value proposition.

 

As part of our ongoing efforts around restructuring, the Company believes it has a viable structure to pursue. The Company is progressing on its restructuring efforts to unlock shareholder value, with timelines subject to regulatory intricacies.

 

Looking ahead, we remain focused on scaling high-margin segments, deepening our technology capabilities, and driving sustainable long-term value for all stakeholders.

 

I extend my sincere thanks to our dedicated team, trusted partners, and supportive shareholders. “– Siddhartha Gupta, CEO.

 

Financial and operating highlights for the three months ended December 31, 2025:

 

Revenue of INR 2,576.9 million (USD 28.7 million), representing an increase of 9.6% year-over-year basis (“YoY”).
Adjusted Margin (1) from Air Ticketing of INR 1,195.8 million (USD 13.3 million), representing a increase of 39.4% YoY.
Adjusted Margin (1) from Hotels and Packages of INR 502.1 million (USD 5.6 million), representing an increase of 14.6% YoY.
Total Gross Bookings (Air Ticketing, Hotels and Packages and Other Services)(3) of INR 21,761.9 million (USD 242.2 million), representing an increase of 20.9% YoY.
Loss for the period was INR 129.3 million (USD 1.4 million) versus a profit of INR 39.8 million (USD 0.4 million) for the three months ended December 31, 2024, reflecting negative swing of INR 169.1 million (USD 1.8 million) YoY.
Result from operations were a loss of INR 120.2 million (USD 1.3 million) versus a profit of INR 14.8 million (USD 0.2 million) for the three months ended December 31, 2024, reflecting negative swing of INR 135.0 million (USD 1.5 million) YoY.
Adjusted EBITDA(2) was INR 99.7 million (USD 1.1 million) reflecting a decrease by 17.9% YOY.

 

 

 

    Three months ended December 31,        
    2024     2025     2025      
    Unaudited     Unaudited     Unaudited     YoY Change  
(In thousands except percentages)   INR     INR     USD     %  
Financial Summary as per IFRS                                
Revenue     2,350,740       2,576,946       28,684       9.6 %
Results from operations     14,799       (120,203 )     (1,337 )     (912.2 )%
(Loss)/ Profit for the period     39,769       (129,258 )     (1,438 )     (425.0 )%
Financial Summary as per non-IFRS measures                                
Adjusted Margin (1)                                
Adjusted Margin - Air Ticketing     857,599       1,195,810       13,310       39.4 %
Adjusted Margin - Hotels and Packages     438,035       502,058       5,588       14.6 %
Adjusted Margin - Other Services     72,843       82,855       922       13.7 %
Others (Including Other Income)     185,956       168,428       1,875       (9.4 )%
Adjusted EBITDA (2)     121,458       99,703       1,110       (17.9 )%
Operating Metrics                                
Gross Bookings (3)     17,997,061       21,761,945       242,230       20.9 %
Air Ticketing     13,828,120       16,931,280       188,460       22.4 %
Hotels and Packages     3,603,122       4,305,989       47,930       19.5 %
Other Services (6)     565,819       524,676       5,840       (7.3 )%
Adjusted Margin% (4)                                
Air Ticketing     6.2 %     7.1 %                
Hotels and Packages     12.2 %     11.7 %                
Other Services     12.9 %     15.8 %                
Quantitative details (5)                                
Air Passengers Booked     1,314       1,491               13.5 %
Stand-alone Hotel Room Nights Booked     418       508               21.5 %
Packages Passengers Travelled     18       23               27.1 %

 

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, IT services, bus, rail and cab and others services.

 

As of December 31, 2025, 63,929,922 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 interim unaudited condensed consolidated statement of profit or loss and other comprehensive loss for the three months and nine months ended December 31, 2025, the interim unaudited condensed consolidated statement of financial position as at December 31, 2025, the interim unaudited condensed consolidated statement of cash flows for the nine months ended December 31, 2025 and discussion of the results of the three months ended December 31, 2025 compared with three months ended December 31, 2024, were converted into U.S. dollars at the exchange rate of 89.84 INR per USD, which is based on the noon buying rate as at December 31, 2025, 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

 

The Board of Directors (the “Board”) of Yatra Online Limited (“Yatra India”), the Indian subsidiary of the Company, approved a Composite Scheme of Amalgamation (“Scheme”) on August 12, 2024. The Scheme involves a structural reorganization of Yatra India (the “Amalgamated Company”) and its six wholly-owned subsidiaries (collectively, the “Amalgamating Companies”), and excludes the Company. The Amalgamating Companies and Amalgamated Company had previously filed the Scheme with the Hon’ble National Company Law Tribunal, Mumbai (“NCLT”), for the requisite approvals. The NCLT delivered an order dated February 07, 2025 allowing the first motion application. Subsequently, Yatra India filed the second motion application with NCLT for approval, which the NCLT allowed via an order dated July 10, 2025. The NCLT, via its order dated October 14, 2025 (“Order”), has approved the Scheme. The certified copy of the Order has been filed with the Registrar of Companies, Mumbai, Maharashtra, India. The Scheme became effective on December 1, 2025.

 

Results of Three Months Ended December 31, 2025

 

Revenue. We generated Revenue of INR 2,576.9 million (USD 28.7 million) in the three months ended December 31, 2025, an increase of 9.6% compared with INR 2,350.7 million (USD 26.2 million) in three months ended December 31, 2024. Increase in revenue is mainly driven by an increase in our Air business and Hotel and package business on account of increase in the gross bookings.

 

Service cost. Our Service cost decreased to INR 1,291.0 million (USD 14.4 million) in the three months ended December 31, 2025, compared to Service cost of INR 1,311.3 million (USD 14.6 million) in the three months ended December 31, 2024. The decrease in Service cost is driven by the improved margins.

 

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 December 31,  
Amount in INR thousands (Unaudited)   2024     2025     2024     2025     2024     2025  
Revenue as per IFRS - Rendering of services     463,913       611,456       1,660,848       1,728,907       69,309       79,722  
Customer promotional expenses     393,686       584,354       88,483       64,104       3,534       3,133  
Service cost     -       -       (1,311,296 )     (1,290,951 )     -       -  
Adjusted Margin     857,599       1,195,810       438,035       502,060       72,843       82,855  

 

 

 

Air Ticketing. Revenue from our Air Ticketing business was INR 611.5 million (USD 6.8 million) in the three months ended December 31, 2025 as compared to INR 463.9 million (USD 5.2 million) in the three months ended December 31, 2024, reflecting an increase of 31.8% mainly due to an increase in gross bookings.

 

Adjusted Margin (1) from our Air Ticketing business increased to INR 1,195.8 million (USD 13.3 million) in the three months ended December 31, 2025, as compared to INR 857.6 million (USD 9.5 million) in the three months ended December 31, 2024. In the three months ended December 31, 2025, Adjusted Margin (1) for Air Ticketing includes the add-back of INR 584.4 million (USD 6.5 million) of consumer promotion and loyalty program costs, which had been reduced from Revenue as per IFRS 15, against an add-back of INR 393.7 million (USD 4.4 million) in the three months ended December 31, 2024. The increase in Adjusted Margin – Air Ticketing was largely due to higher gross booking on account of optimization of discounts.

 

Hotels and Packages. Revenue from our Hotels and Packages business was INR 1,728.9 million (USD 19.2 million) in the three months ended December 31, 2025, as compared to INR 1,660.8 million (USD 18.5 million) in the three months ended December 31, 2024, reflecting an increase of 4.1%.

 

Adjusted Margin (1) for this segment increased by 14.6% to INR 502.1 million (USD 5.6 million) in the three months ended December 31, 2025 from INR 438.0 million (USD 4.9 million) in the three months ended December 31, 2024. In the three months ended December 31, 2025, Adjusted Margin (1)l for Hotels and Packages includes the add-back of customer promotional expenses, which had been reduced from Revenue as per IFRS 15 of INR 64.1 million (USD 0.7 million) against an add-back of INR 88.5 million (USD 1.0 million) in the three months ended December 31, 2024. The increase in adjusted margin is driven by increase in gross bookings of our Hotel and Packages business during the quarter.

 

Other Services. Our Revenue from Other Services was INR 79.7 million (USD 0.9 million) in the three months ended December 31, 2025, a decrease from INR 69.3 million (USD 0.8 million) in the three months ended December 31, 2024.

 

Adjusted Margin for this segment increased by 13.7% to INR 82.8 million (USD 0.9 million) in the three months ended December 31, 2025, from INR 72.8 million (USD 0.8 million) in the three months ended December 31, 2024. In the three months ended December 31, 2025, Adjusted Margin includes the add-back of consumer promotion expenses, which had been reduced from Revenue of INR 3.1 million (USD 0.1 million) against an add-back of INR 3.5 million (USD 0.1 million) in the three months ended December 31, 2024 pursuant to IFRS 15.

 

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

 

Other Revenue. Our Other Revenue was INR 156.9 million (USD 1.7 million) in the three months ended December 31, 2025, an increase from INR 156.7 million (USD 1.7 million) in the three months ended December 31, 2024.

 

Other Income. Our Other Income decreased to INR 11.6 million (USD 0.1 million) in the three months ended December 31, 2025 from INR 29.3 million (USD 0.3 million) in the three months ended December 31, 2024 due to a decrease in write back of liabilities no longer required to be paid.

 

Personnel Expenses. Our personnel expenses increased by 53.1% to INR 620.5 million (USD 6.9 million) in the three months ended December 31, 2025 from INR 405.4 million (USD 4.5 million) in the three months ended December 31, 2024. Excluding employee share-based compensation costs of INR 110.5 million (USD 1.2 million) in the three months ended December 31, 2025, compared to INR 32.9 million (USD 0.4 million) in the three months ended December 31, 2024, personnel expenses increased by 36.9% in the three months ended December 31, 2025 on account of an impact of our annual appraisal cycle.

 

 

 

Marketing and Sales Promotion Expenses. Marketing and sales promotion expenses decreased by 3.2% to INR 69.5 million (USD 0.8 million) in the three months ended December 31, 2025 from INR 71.8 million (USD 0.8 million) in the three months ended December 31, 2024. 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 721.1 million (USD 8.0 million) in the three months ended December 31, 2025 against INR 557.5 million (USD 6.2 million) in the three months ended December 31, 2024, increased by 29.4% on a YoY basis.

 

Other Operating Expenses. Other operating expenses increased by 22.9% to INR 618.2 million (USD 6.9 million) in the three months ended December 31, 2025 from INR 503.0 million (USD 5.6 million) in the three months ended December 31, 2024 primarily due to increases in commission, communication and payment gateway charges.

 

Depreciation and Amortization. Our depreciation and amortization expenses increased by 48.2% to INR 109.4 million (USD 1.2 million) in the three months ended December 31, 2025 from INR 73.8 million (USD 0.8 million) in the three months ended December 31, 2024.

 

Results from Operations. As a result of the foregoing factors, our Results from Operations were a loss of INR 120.2 million (USD 1.3 million) in the three months ended December 31, 2025. Our results from operations for the three months ended December 31, 2024 was a profit of INR 14.8 million (USD 0.2 million). Excluding the employee share-based compensation costs, Adjusted Results from Operations(1) would have been a loss of INR 9.7 million (USD 0.1 million) for three months ended December 31, 2025 as compared to a profit of INR 47.7 million (USD 0.5 million) for three months ended December 31, 2024.

 

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

 

Finance Income. Our finance income decreased to INR 34.8 million (USD 0.4 million) in the three months ended December 31, 2025 from INR 47.6 million (USD 0.5 million) in the three months ended December 31, 2024. This decrease was primarily on account of a decrease in interest income from tax refunds from statutory authorities.

 

Finance Costs. Our finance costs of INR 37.0 million (USD 0.4 million) in the three months ended December 31, 2025 which includes interest on the lease liability of INR 11.4 million (USD 0.1 million) increased by INR 15.3 million (USD 0.2 million) from finance cost of INR 21.7 million (USD 0.2 million) in the three months ended December 31, 2024, which includes interest on the lease liability of INR 8.0 million (USD 0.1 million). This increase is majorly driven by a increase in our borrowings from 32.5 million (USD 0.4 million) in the three months ended December 31, 2024 to 583.4 million (USD 6.5 million) in the three months ended December 31, 2025.

 

Income Tax Expense. Our income tax expense during the three months ended December 31, 2025 was INR 6.8 million (USD 0.1 million) compared to income tax expense of INR 0.9 million (USD 0.1 million) during the three months ended December 31, 2024.

 

Profit/(Loss) for the Period. As a result of the foregoing factors, our loss in the three months ended December 31, 2025 was INR 129.3 million (USD 1.4 million) as compared to a profit of INR 39.8 million (USD 0.4 million) in the three months ended December 31, 2024. Excluding the employee share based compensation costs, the Adjusted Loss(1) would have been INR 18.8 million (USD 0.2 million) for the three months ended December 31, 2025 against an Adjusted Profit(1) of INR 72.6 million (USD 0.8 million) for the three months ended December 31, 2024.

 

Adjusted EBITDA(1). Due to the foregoing factors, Adjusted EBITDA(1) decreased to INR 99.7 million (USD 1.1 million) in the three months ended December 31, 2025 from an Adjusted EBITDA (1) of INR 121.5 million (USD 1.4 million) in the three months ended December 31, 2024.

 

Basic Earnings/(Loss) per Share. Basic Loss per Share was INR 2.53 (USD 0.03) in the three months ended December 31, 2025 as compared to Basic Earning per share of INR 0.08 (USD 0.01) in the three months ended December 31, 2024. After excluding the employee share-based compensation costs, Adjusted Loss Earnings per Share(1) would have been INR 0.82 (USD 0.01) in the three months ended December 31, 2025, as compared to Adjusted Basic Earnings per share of INR 0.45 (USD 0.01) in the three months ended December 31, 2024.

 

 

 

Diluted Earnings/(Loss) per Share. Diluted Loss per Share was INR 2.53 (USD 0.03) in the three months ended December 31, 2025 as compared to Diluted Earnings per share of INR 0.08 (USD 0.01) in the three months ended December 31, 2024. After excluding the employee share-based compensation costs, Adjusted Diluted Earnings per Share(1) would have been INR 0.82 (USD 0.01) in the three months ended December 31, 2025 as compared to Adjusted Diluted Earnings of INR 0.45 (USD 0.01) in the three months ended December 31, 2024.

 

Liquidity. As of December 31, 2025, the balance of cash and cash equivalents and term deposits on our balance sheet was INR 2,041.6 million (USD 22.7 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 December 31, 2025 beginning at 8:00 AM Eastern Daylight Time (or 6:30 PM India Standard Time) on February 12, 2026. Dial in details for the conference call is as follows: US/International dial-in number: +1 646 844 6383. Confirmation Code: 724399 (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/325177156.

 

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, 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. 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.
     
  Finance income - These primarily reflect income on the bank deposit.
     
  Finance cost - These primarily reflect income on the borrowings and interest in lease liability.
     
  Depreciation and amortization - These primarily reflect depreciation and amortization on tangible and intangible assets.
     
  Tax expense - These primarily reflect income tax and deferred tax.

 

 

 

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, Profit/(Loss) for the period and Basic and Diluted Earnings/(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, 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, depreciation and amortization, finance income, finance costs, and tax expenses in case of Adjusted EBITDA. Management compensates for this limitation by providing specific information on the IFRS amounts excluded from Adjusted EBITDA, Adjusted Results from Operations, Adjusted Profit/(Loss) for the Period and Adjusted Basic and Adjusted Diluted Earnings/(Loss) Per Share.

 

The following table reconciles our Profits/(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     Nine months ended  
Amount in INR thousands   December 31,
2024
    December 31,
2025
    December 31,
2024
    December 31,
2025
 
Profit/(Loss) for the period as per IFRS     39,769       (129,258 )     38,711       79,455  
Employee share-based compensation costs     32,853       110,464       102,159       129,421  
Depreciation and amortization     73,806       109,442       208,610       299,648  
Finance income     (47,605 )     (34,806 )     (176,329 )     (118,889 )
Finance costs     21,697       37,026       75,686       83,463  
Tax expense     938       6,833       4,929       44,818  
Adjusted EBITDA     121,458       99,701       253,766       517,916  

 

Reconciliation of Adjusted Results from Operations (unaudited)   Three months ended     Nine months ended  
Amount in INR thousands   December 31,
2024
    December 31,
2025
    December 31,
2024
    December 31,
2025
 
Results from operations (as per IFRS)     14,799       (120,203 )     (57,004 )     88,846  
Employee share-based compensation costs     32,853       110,464       102,159       129,421  
Adjusted Results from Operations     47,652       (9,739 )     45,155       218,267  

 

Reconciliation of Adjusted Profit/(Loss) (unaudited)   Three months ended     Nine months ended  
Amount in INR thousands   December 31,
2024
    December 31,
2025
    December 31,
2024
    December 31,
2025
 
Profit/(Loss) for the period (as per IFRS)     39,769       (129,258 )     38,711       79,455  
Employee share-based compensation costs     32,853       110,464       102,159       129,421  
Adjusted Profit/(Loss) for the period     72,622       (18,794 )     140,870       208,876  

 

 

 

    Three months ended     Nine months ended  
Reconciliation of Adjusted Basic Earnings/(Loss) (Per Share) (unaudited)   December 31,
2024
    December 31,
2025
    December 31,
2024
    December 31,
2025
 
Basic Earnings/Loss per share (as per IFRS)                    0.08                      (2.53 )                    (0.59 )                    (0.93 )
Employee share-based compensation costs     0.37       1.71       1.14       1.94  
Adjusted Basic Earnings/(Loss) Per Share     0.45       (0.82 )     0.55       1.01  

 

    Three months ended     Nine months ended  
Reconciliation of Adjusted Diluted Loss (Per Share) (unaudited)   December 31,
2024
    December 31,
2025
    December 31,
2024
    December 31,
2025
 
Diluted Earnings/(Loss) per share (as per IFRS)                    0.08                      (2.53 )                    (0.59 )                    (0.93 )
Employee share-based compensation costs     0.37       1.71       1.14       1.94  
Adjusted Diluted Earnings/(Loss) Per Share     0.45       (0.82 )     0.55       1.01  

 

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

 

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 December 31,  
Amount in INR thousands (Unaudited)   2024     2025     2024     2025     2024     2025  
Revenue as per IFRS - Rendering of services     463,913       611,456       1,660,848       1,728,907       69,309       79,722  
Customer promotional expenses     393,686       584,354       88,483       64,104       3,534       3,133  
Service cost     -       -       (1,311,296 )     (1,290,951 )     -       -  
Adjusted Margin     857,599       1,195,810       438,035       502,060       72,843       82,855  

 

    Reportable Segments  
    Air Ticketing     Hotels and Packages     Other Services  
    Nine months ended December 31,  
Amount in INR thousands   2024     2025     2024     2025     2024     2025  
Revenue as per IFRS - Rendering of services     1,350,488       1,843,133       3,747,767       5,688,381       231,036       238,441  
Customer promotional expenses     1,311,918       1,351,240       287,550       192,494       12,826       11,286  
Service cost     -       -       (2,919,994 )     (4,484,200 )     (22,966 )     -  
Adjusted Margin     2,662,406       3,194,373       1,115,323       1,396,675       220,896       249,727  

 

 

 

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; growth of the MICE business and corporate travel business; our expectations regarding the benefits of utilizing AI-enabled services; statements concerning management’s beliefs as well as our strategic and operational plans; our ability to simplify our corporate structure and operations and enhance shareholder value; our expectations regarding sustained margin expansion as a result of simplifying our legal and corporate structure; our future financial performance; our ability to meet our financial guidance; and our ability to comply with Nasdaq’s continued listing requirements for our Ordinary Shares to remain listed on Nasdaq. 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 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, flight cancellations as a result of airline staffing shortages or regulatory noncompliance, terrorist attacks, regional conflicts (including the ongoing conflict between Ukraine and Russia, the evolving events in the Middle East, pandemics, macroeconomic factors, including tariff and trade issues, 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, and our ability to successfully implement any new business initiatives; our ability to effectively integrate artificial intelligence, machine learning and automated decision-making tools; non-compliance with Nasdaq’s continued listing requirements and consequent delisting of our ordinary shares from Nasdaq; and our ability to simplify our multi-jurisdictional corporate structure or reduce resources and management time devoted to compliance requirement. 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 India, a public listed company on the National Stock Exchange of India Limited and BSE Limited, 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 over 1,300 large corporate customers and approximately 58,983 registered SME customers and the third largest online travel company in India among key online travel agency (“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 80,685 hotels and homestays in approximately 1,500 cities and towns in India as well as more than 2.5 million hotels around the world, Yatra India has the largest hotels inventory amongst key Indian OTA players.

 

For more information, please contact:

 

Bill Zima

ICR Inc.

Email: bill.zima@icrinc.com

 

 

 

Yatra Online, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS FOR THREE AND NINE MONTHS ENDED DECEMBER 31, 2025

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

 

    Three months ended December 31,     Nine months ended December 31,  
    2024     2025     2024     2025  
    INR     INR     USD     INR     INR     USD  
    Unaudited     Unaudited     Unaudited     Unaudited     Unaudited     Unaudited  
Revenue                                                
Rendering of services     2,194,070       2,420,085       26,938       5,329,291       7,769,955       86,487  
Other revenue     156,670       156,861       1,746       435,492       413,825       4,606  
Total revenue     2,350,740       2,576,946       28,684       5,764,783       8,183,780       91,093  
Other income     29,285       11,567       129       50,843       33,447       372  
                                                 
Service cost     1,311,296       1,290,951       14,369       2,942,960       4,484,200       49,913  
Personnel expenses     405,372       620,531       6,907       1,131,129       1,443,591       16,068  
Marketing and sales promotion expenses     71,777       69,549       774       216,054       184,464       2,053  
Other operating expenses     502,975       618,242       6,882       1,373,876       1,716,480       19,106  
Depreciation and amortization     73,806       109,442       1,218       208,610       299,648       3,335  
Results from operations     14,799       (120,203 )     (1,337 )     (57,003 )     88,846       990  
                                                 
Finance income     47,605       34,806       387       176,329       118,889       1,323  
Finance costs     (21,697 )     (37,028 )     (412 )     (75,686 )     (83,463 )     (929 )
Profit/(Loss) before taxes     40,707       (122,425 )     (1,362 )     43,640       124,273       1,384  
Tax (expense)/benefit     (938 )     (6,833 )     (76 )     (4,929 )     (44,818 )     (499 )
Profit/(Loss) for the period     39,769       (129,258 )     (1,438 )     38,711       79,455       881  
                                                 
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     298       (1,758 )     (20 )     (528 )     (6,084 )     (67 )
Items that are or may be reclassified subsequently to profit or loss (net of taxes)                                                
Foreign currency translation differences loss     69,641       49,858       555       75,144       (213,092 )     (2,371 )
Other comprehensive profit/(loss) for the period, net of tax     69,939       48,100       535       74,616       (219,177 )     (2,438 )
Total comprehensive profit/(loss) for the period, net of tax     109,708       (81,158 )     (903 )     113,327       (139,722 )     (1,553 )
                                                 
Profit/(loss) attributable to :                                                
Owners of the Parent Company     4,828       (158,887 )     (1,768 )     (36,384 )     (58,094 )     (644 )
Non-Controlling interest     34,941       29,629       330       75,095       137,549       1,529  
Profit/(Loss) for the period     39,769       (129,258 )     (1,438 )     38,711       79,455       885  
                                                 
Total comprehensive profit/(loss) attributable to :                                                
Owners of the Parent Company     74,662       (110,167 )     (1,226 )     38,420       (275,108 )     (3,060 )
Non-Controlling interest     35,046       29,008       323       74,907       135,386       1,507  
Total comprehensive profit/(loss) for the period     109,708       (81,159 )     (903 )     113,327       (139,722 )     (1,553 )
                                                 
Earnings/(Loss) per share                                                
Basic     0.08       (2.53 )     (0.03 )     (0.59 )     (0.93 )     (0.01 )
Diluted     0.08       (2.53 )     (0.03 )     (0.59 )     (0.93 )     (0.01 )
                                                 
Weighted average no. of shares                                                
Basic     61,820,050       62,866,839       62,866,839       61,788,153       62,528,756       62,528,756  
Diluted     62,198,880       62,866,839       62,866,839       61,788,153       62,528,756       62,528,756  

 

*rounded off

 

 

 

Yatra Online, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT DECEMBER 31, 2025

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

 

    March 31,
2025
    December 31,
2025
    December 31,
2025
 
    INR     INR     USD  
    Audited     Unaudited  
Assets                        
Non-current assets                        
Property, plant and equipment     136,824       136,766       1,522  
Right-of-use assets     183,029       277,499       3,089  
Intangible assets and goodwill     2,344,983       2,471,574       27,511  
Prepayments and other assets     610       1,879       21  
Other financial assets     90,714       59,698       664  
Term deposits     44,770       39,795       443  
Other non-financial assets     168,883       126,856       1,412  
Deferred tax asset     22,519       24,231       270  
Total non-current assets     2,992,332       3,138,298       34,932  
                         
Current assets                        
Inventories     54       -       -  
Trade and other receivables     5,568,241       5,763,355       64,151  
Prepayments and other assets     2,163,456       1,903,405       21,187  
Income tax recoverable     504,131       511,705       5,696  
Other financial assets     64,722       71,798       799  
Term deposits     1,309,400       1,346,753       14,991  
Cash and cash equivalents     605,802       655,043       7,291  
Total current assets     10,215,806       10,252,059       114,115  
                         
Total assets     13,208,138       13,390,357       149,047  
                         
Equity and liabilities                        
Equity              `          
Share capital     863       880       10  
Share premium     20,595,068       20,791,434       231,427  
Treasury shares     (418,555 )     (418,555 )     (4,659 )
Other capital reserve     412,232       280,877       3,126  
Accumulated deficit     (20,374,549 )     (20,436,565 )     (227,477 )
Non-controlling interest reserve     5,032,282       5,032,282       56,014  
Foreign currency translation reserve     156,353       (56,739 )     (632 )
Total equity attributable to equity holders of the Company     5,403,693       5,193,614       57,810  
Total Non-controlling interest     2,501,141       2,636,527       29,347  
Total equity     7,904,834       7,830,141       87,157  
                         
Non-current liabilities                        
Borrowings     20,744       17,084       190  
Deferred tax liability     142,468       132,281       1,472  
Employee benefits     65,830       95,591       1,064  
Lease liability     186,339       249,047       2,772  
Total non-current liabilities     415,381       494,003       5,499  
                         
Current liabilities                        
Borrowings     525,120       566,312       6,304  
Trade and other payables     2,953,069       2,924,294       32,550  
Employee benefits     62,550       88,452       985  
Deferred revenue     2,390       2,430       27  
Income taxes payable     1,723       2,799       31  
Lease liability     51,810       83,733       932  
Other financial liabilities     93,924       118,877       1,323  
Other current liabilities     1,197,337       1,279,315       14,239  
Total current liabilities     4,887,923       5,066,213       56,391  
Total liabilities     5,303,304       5,560,216       61,889  
Total equity and liabilities     13,208,138       13,390,357       149,047  

 

 

 

Yatra Online, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR NINE MONTHS ENDED DECEMBER 31, 2025

(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
    Noncontrolling
interest
reserve
    Other
capital
reserve
    Foreign
currency
translation
reserve
    Total     Non-controlling
interest
    Total
Equity
 
Balance as at April 1, 2025     863       20,595,068       (418,555 )     (20,374,550 )     5,032,282       412,232       156,353       5,403,693       2,501,141       7,904,834  
                                                                                 
Loss for the period     -       -       -       (58,094 )     -       -       -       (58,094 )     137,549       79,455  
                                                                                 
Other comprehensive loss                                                                                
Foreign currency translation differences     -       -       -       -       -       -       (213,092 )     (213,092 )     -       (213,092 )
Re-measurement gain on defined benefit plan     -       -       -       (3,921 )     -       -       -       (3,921 )     (2,163 )     (6,084 )
Total other comprehensive loss     -       -       -       (3,921 )     -       -       (213,092 )     (217,013 )     (2,163 )     (219,176 )
                                                                                 
Total comprehensive loss     -       -       -       (62,015 )     -       -       (213,092 )     (275,107 )     135,386       (139,722 )
                                                                                 
Share based payments     -       -       -       -       -       129,422       -       129,422       -       129,422  
Vested PSUs net settled for employee’s tax obligation     -       (62,778 )     -       -       -       -       -       (62,778 )     -       (62,778 )
Exercise of options     17       259,144       -       -       -       (260,777 )     -       (1,616 )     -       (1,616 )
Own shares repurchase     -       -       -       -       -       -       -       -       -       -  
                                                                                 
Total contribution by owners     17       196,366       -       -       -       (131,355 )     -       65,028       -       65,028  
                                                                                 
Balance as at December 31, 2025     880       20,791,434       (418,555 )     (20,436,565 )     5,032,282       280,877       (56,739 )     5,193,614       2,636,527       7,830,141  

 

 

 

Yatra Online, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR NINE MONTHS ENDED DECEMBER 31, 2025

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

 

    Nine months ended December 31,  
    2024     2025     2025  
    INR     INR     USD  
                   
Profit before tax     43,640       124,272       1,383  
Adjustments for non-cash and non-operating items     179,513       388,693       4,327  
Change in working capital     (61,716 )     257,606       2,867  
Direct taxes (paid)/ refunds (net)     (102,438 )     (63,023 )     (702 )
Net cash flows from operating activities     58,999       707,548       7,876  
Net cash flows generated from/(used in) investing activities     142,625       (319,707 )     (3,559 )
Net cash flows generated from/(used in) financing activities     (1,431,568 )     (324,626 )     (3,613 )
Net increase/decrease in cash and cash equivalents     (1,229,944 )     63,215       704  
Cash and Cash Equivalents acquired on Business acquisition     3,026       -       -  
Effect of exchange differences on cash and cash equivalents     106,544       (265,135 )     (2,951 )
Cash and cash equivalents at the beginning of the period*     1,741,950       548,668       6,107  
Cash and cash equivalents at the end of the period*     621,576       346,748       3,860  

 

* Includes overdraft of INR 308,295 (INR 57,134 as on March 31, 2025)

 

 

 

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 December 31,     For the nine months ended December 31,  
(In thousands except percentages)   2024     2025     2024     2025  
Quantitative details *                                
Air Passengers Booked     1,314       1,491       4,020       4,026  
Stand-alone Hotel Room Nights Booked     418       508       1,296       1,435  
Packages Passengers Travelled     18       23       41       75  
Gross Bookings                                
Air Ticketing     13,828,120       16,931,280       40,608,486       45,845,903  
Hotels and Packages     3,603,122       4,305,989       9,663,459       12,880,954  
Other Services     565,819       524,676       1,924,331       1,597,796  
Total     17,997,061       21,761,945       52,196,276       60,324,653  
Adjusted Margin                                
Adjusted Margin - Air Ticketing     857,599       1,195,810       2,662,406       3,194,373  
Adjusted Margin - Hotels and Packages     438,035       502,060       1,115,323       1,396,674  
Adjusted Margin - Other Services     72,843       82,855       220,896       249,727  
Others (Including Other Income)     185,956       168,428       486,335       447,273  
Total     1,554,433       1,949,153       4,484,960       5,288,047  
Adjusted Margin%**                                
Air Ticketing     6.2 %     7.1 %     6.6 %     7.0 %
Hotels and Packages     12.2 %     11.7 %     11.5 %     10.8 %
Other Services     12.9 %     15.8 %     11.5 %     15.6 %

 

* Quantitative details are considered on Gross basis.

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