ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್Yatra Online Ltd.

Mar 31, 2026

We have audited the accompanying standalone financial statements
of Yatra Online Limited (âthe Companyâ), which comprise the Balance
Sheet as at March 31, 2026, and the Statement of Profit and Loss
(including Other Comprehensive Income), the Statement of Changes
in Equity and the Statement of Cash Flows for the year then ended,
and notes to the standalone financial statements, including material
accounting policy information and other explanatory information
(hereinafter referred to as the âstandalone financial statementsâ).

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 (âthe Act'') in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with Companies (Indian Accounting
Standards) Rules, 2015, as amended (âInd ASâ) and other accounting
principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2026, and its profit (including other
comprehensive income), changes in equity and its cash flows for the
year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Act. Our responsibilities under those SAs are
further described in the Auditorâs Responsibilities for the Audit of
the standalone Financial Statements section of our report. We are

independent of the Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of India together
with the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act
and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

EMPHASIS OF MATTER

We draw attention to Note 46 to the standalone financial statements
regarding queries received by the Company from National Stock
Exchange and the Securities and Exchange Board of India (SEBI)
in respect of deposits/advances aggregating INR 3,391.44 millions
given from the IPO proceeds till June 30, 2024, as brought to our
attention by the Management. The Company has responded to
these clarifications. Based on legal opinions, the management is of
the view that aforesaid classification of the utilization is in accordance
with the Object Clause of the Offer Document complying with
applicable regulations

Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the standalone financial
statements of the current period. These matters were addressed in
the context of our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matter. We have determined the matter
described below to be the key audit matter to be communicated in
our report.

Sr. No	Key Audit Matter	How the Key Audit Matters was addressed in our audit
1	Following the business combination described in Note 6 to the	â¢ Obtaining an understanding of management''s business
	standalone financial statements, the Company has reallocated	reorganization that arose from the business combination
	goodwill that had arisen from acquisition of certain entities in	during the year including the rationale for change in the
	prior years to the Air cash generating unit (Air CGU) and Hotel	monitoring process as compared to the previous year,
	& Packages cash generating unit (H&P CGU). Hitherto, such	consistency of the CGUs with the Company''s current
	goodwill was allocated to respective entities acquired. Accordingly,	internal management reporting and operating structure, and
	goodwill of INR 167.08 millions has been allocated to Air CGU	the methodology and assumptions used in reallocation of
	and INR 285.78 millions has been allocated to H&P CGU.	goodwill to the Air CGU and the Hotel & Package CGU.
	The Company performs impairment testing for goodwill	â¢ Assessing whether the reallocation of goodwill to the
	annually or more frequently if the events or changes indicate	Air CGU and the Hotel & Package CGU is in accordance
	that the carrying value of the goodwill may not be recoverable,	with the applicable guidance of Ind AS 36 "Impairment of
	in accordance with the requirements of lndAS-36 "Impairment	Assetsâ particularly in relation to identification of Â°CGUs that
	of Assets". In performing such impairment assessments, the	are expected to benefit from the synergies of the business
	Company compared the carrying values of net assets (including reallocated goodwill) of each CGU to their resoective values in use.	combination.

Sr. Key Audit Matter No	How the Key Audit Matters was addressed in our audit
We have identified such reallocation of goodwill and goodwill impairment testing as a critical audit matter. The reallocation of goodwill required management to exercise significant judgements particularly in relation to identification of CGUs. The goodwill impairment testing required significant judgements to determine the value in use of CGUs which included complex assumptions including -revenue growth rates for Air CGU, gross margin for Hotel & Package CGU, terminal growth rates, and discount rates.	â¢ Evaluating the appropriateness of methodology used to reÂ¬ allocate goodwill to the CGUs, including whether each CGU represents the lowest level at which the goodwill is monitored for internal management purposes and whether such allocation is reasonable and consistent with the applicable guidance of Ind AS 36. â¢ Testing the significant assumptions and underlying data used by the Company in its impairment testing through: a) evaluating management''s ability to estimate future revenue growth assumption for Air CGU and gross margin assumption for Hotel & Package CGU by comparing actual results to management''s historical forecasts and approved business plans, b) comparing these assumptions to current industry
These assumptions are subjective, forward-looking and are highly
susceptible to changes in economic and market conditions. Auditing
the Company''s reallocation of goodwill and goodwill impairment
testing involved especially challenging and subjective auditor
judgement due to the nature and extent of audit effort required to
address these matters, including the extent of specialized skill or
knowledge needed.	trends, and c) performing sensitivity analysis over significant
	â¢ assumptions, including revenue growth for Air CGU, gross
	margin for Hotel & Package CGU, discount rates, and terminal growth rates. With the assistance of our valuation specialists, evaluating the appropriateness of the valuation methodology used by management, assessed the reasonableness of the discount rates and terminal growth rates by comparing them with observable market data and industry benchmarks.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL
STATEMENTS AND AUDITORâS REPORT THEREON

The Company''s Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual Report, but does not include the standalone
financial statements and our auditor''s report thereon. The Annual
report is expected to be made available to us after the date of the
auditor''s report.

Our opinion on the standalone financial statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information identified above
and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained during the course of audit, or otherwise appears
to be materially misstated.

When we read the Annual report, if we concluded that there is a
material misstatement therein we are required to communicate the
matter to those charged with governance under 720 âThe Auditor''s
responsibilities âRelation to Other Information'' and take necessary
actions as applicable under the relevant laws and regulations.

RESPONSIBILITIES OF MANAGEMENT AND BOARD
OF DIRECTORS FOR THE STANDALONE FINANCIAL
STATEMENTS

The Company''s Management and Board of Directors are responsible
for the matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements that give
a true and fair view of the financial position, financial performance,
changes in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including
the Indian Accounting Standards specified under section 133 of
the Act. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation
of the standalone financial statement that give a true and fair view and
are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of
Directors of the Company are responsible for assessing the
Company''s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the Board of Directors either
intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the
Company''s financial reporting process.

AUDITORâS RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the
standalone financial statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue an auditor''s
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.

We give in âAnnexure Aâ a detailed description of Auditor''s
responsibilities for Audit of the Standalone Financial Statements.

REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020
(âthe Orderâ), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give
in âAnnexure Bâ a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit of
the aforesaid standalone financial statements.

(b) I n our opinion, proper books of account as required by
law relating to preparation of the aforesaid standalone
financial statements have been kept by the Company so
far as it appears from our examination of those books,
except for the matters stated in paragraph 2(h)(vi) below
on reporting under Rule 11(g)

(c) The Balance Sheet, the Statement of Profit and Loss
(including other comprehensive income), the Statement
of Changes in Equity and the Statement of Cash Flows
dealt with by this Report are in agreement with the books
of account maintained for the purpose of preparation of
the standalone financial statements.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified under
Section 133 of the Act.

(e) On the basis of the written representations received from
the directors as on March 31, 2026 taken on record by the
Board of Directors, none of the directors are disqualified
as on March 31, 2026 from being appointed as a director
in terms of Section 164 (2) of the Act.

(f) The modification relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph 2(b) above on reporting under Section 143(3)
(b) and paragraph 2(h)(vi) below on reporting under Rule

11(g).

(g) With respect to the adequacy of the internal financial
controls with reference to standalone financial statements

of the Company and the operating effectiveness of such
controls, refer to our separate Report in âAnnexure Câ.

(h) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according
to the explanations given to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 34 to the
standalone financial statements.

ii. The Company did not have any long-term contracts
including derivative contracts.

iii. There are no amounts which are required to be
transferred to the Investor Education and Protection
Fund by the Company during the year ended March
31, 2026.

iv. a. The Management has represented that, to the

best of it''s knowledge and belief, as disclosed
in the note 45 to the standalone financial
statements, no funds have been advanced
or loaned or invested (either from borrowed
funds or share premium or any other sources
or kind of funds) by the Company to or in
any other person(s) or entity(ies), including
foreign entities (âIntermediariesâ), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Company
(âUltimate Beneficiariesâ) or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

b. The Management has represented that, to the
best of it''s knowledge and belief, as disclosed
in the note 45 to the standalone financial
statements, no funds have been received by
the Company from any person(s) or entity(ies),
including foreign entities (âFunding Partiesâ),
with the understanding, whether recorded in
writing or otherwise, that the Company shall,
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party (âUltimate Beneficiariesâ) or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries.

c. Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us to

believe that the representations under subÂ¬
clause (i) and (ii) of Rule 11(e) contain any
material mis-statement.

(v) The Company has neither declared nor paid any

dividend during the year.

(vi) A. In regard to accounting software managed by

the entity (Others)

Based on our examination which included
test checks, the Company has used certain
accounting softwares for maintaining its books
of account which has a feature of recording
audit trail (edit log) facility, except that no audit
trail feature was enabled at the database level
in respect of certain accounting software to
log any direct data changes as explained in
Note 46 to the financial statements.

Further, where enabled, audit trail feature has
been operated for ail relevant transactions
recorded in the accounting software(s). Also,
during the course of our audit, we did not come
across any instance of audit trail feature being
tampered with in respect of such accounting
software. Additionally, the audit trail of prior
years has been preserved by the Company
as per the statutory requirements for record
retention to the extent it was enabied and
recorded in respective year.

B. In regard to accounting software managed by
the entity (Business Centrai)

Based on examination which included test
checks, the Company has used an accounting
software for maintaining its books of account
(managed and maintained by a third-party
software service provider) which has a feature
of recording audit trail (edit iog) facility and
the same has been operated throughout the
year for aii reievant transactions recorded
in the software except that we are unabie
to comment on audit traii at database
ievei due to absence adequate coverage in
SOC report, as explained in Note 46 to the
financial statements.

Further, except for above, audit trail feature has
operated throughout the year for aii reievant
transactions recorded in the accounting
software. Also, during the course of our audit,
we did not come across any instance of audit
trail feature being tampered with except for
above. Additionally, the audit trail of prior
years has been preserved by the Company
as per the statutory requirements for record

retention to the extent it was enabied and
recorded in respective year.

C. In regard to accounting software managed by
the entity (Corptrav and HoteiDB)

Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account,
which has a feature of recording audit trail
(edit iog) facility, that has not been enabled
in the accounting software throughout the
year as explained in Note 46 to the financial
statements. Accordingly, we are unable to
comment whether the audit trail feature has
operated throughout the year for aii reievant
transaction recorded in the software or
whether there is any instance of audit traii
feature being tampered with or whether the
audit trail of prior years has been preserved
by the Company as per the statutory
requirements for record retention.

D In regard to accounting software managed by
the entity (Darwin)

Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account
(managed and maintained by a third-party
software service provider) which has a feature
of recording audit trail (edit iog) facility and the
same has been operated throughout the year
for aii the reievant transactions recorded in
the software. Further, during the course of our
audit and considering SOC report, we did not
come across any instance of audit trail feature
being tampered with. Additionally, the audit
trail of prior years has been preserved by the
Company as per the statutory requirements
for record retention

3. In our opinion, according to information, explanations given to
us, the remuneration paid or provided by the Company to its
directors is within the limits laid prescribed under Section 197
read with Schedule V of the Act.

For M S K A & Associates LLP

(Formerly known as M S K A & Associates)

Chartered Accountants

ICAI Firm Registration No. 105047W/W101187

Bhaswar Sarkar

Partner

Membership No.: 055596

UDIN: 26055596HJESLG9419

Place: Gurugram

Date: May 22, 2026

Mar 31, 2025

We have audited the accompanying standalone financial statements
of Yatra Online Limited (âthe Companyâ), which comprise the Balance
Sheet as at March 31, 2025, and the Statement of Profit and Loss,
including Other Comprehensive Income, Statement of Changes in
Equity and Statement of Cash Flows for the year then ended, and
notes to the standalone financial statements, including material
accounting policy information and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 (âthe Actâ) in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with Companies (Indian Accounting
Standards) Rules, 2015, as amended (âInd ASâ) and other accounting
principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, and its profit (including other
comprehensive income), changes in equity and its cash flows for the
year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (âSAsâ) specified under
section 143(10) of the Act. Our responsibilities under those Standards
are further described in the âAuditor''s Responsibilities for the Audit
of the Standalone Financial Statements'' section of our report. We
are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India
(âICAIâ) together with the ethical requirements that are relevant to
our audit of the standalone financial statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements for the year ended March 31, 2025 . This
matter was addressed in the context of our audit of the standalone
financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on this matter. We have
determined the matter described below to be the key audit matter to
be communicated in our report.

KEY AUDIT MATTERS

Key Audit Matters	How the Key Audit Matters were addressed in our audit.
Assessment of impairment of Investment in subsidiaries.	Our audit procedures in respect of this area included:
We identified this as an area of focus as the impairment assessment	â¢ Obtained an understanding of the Company''s process for
involves assessing and determining the recoverable amount of each	identification of indicators of impairment and tested the design
investments based on the complex assumptions, that by their nature	and operating effectiveness of internal controls over such
imply the use of Management''s judgement, in particular with reference	identification and impairment of identified investments through
to identification of impairment indicators, forecasting future cashflow	fair valuation of investments.
relating to period covered by the Company''s strategic business plan,	â¢ Obtained and read the valuation report provided by the
normalized cashflow assumed as a basis for terminal values, as well	Company''s independent valuation experts, and assessed the
as the long term growth rates and discount rates applied to such forecasted cash flow, forecasting uncertainties and is a key judgment area.	expert''s competence, capability, and objectivity â¢ Evaluated and challenged management''s assumptions such as implied growth rates during explicit period, terminal growth rate, discount rate, and operating margins, for their appropriateness based on our understanding of the business of the respective subsidiaries, past results and external factors such as industry trends. â¢ Tested the mathematical accuracy of the management computations with regard to cash flows and sensitivity analysis. â¢ Performed independent sensitivity analysis of aforesaid key assumptions to assess the effect of reasonably possible variations on the current estimated recoverable amounts of investments to evaluate sufficiency of headroom between recoverable values and carrying amounts. â¢ Assessed and validated the adequacy and appropriateness of the related presentation and disclosures made by the management as per the requirements of Ind AS 36: "Impairment of Assetsâ ("Ind AS 36â) in the standalone/consolidated financial statements.

INFORMATION OTHER THAN THE STANDALONE
FINANCIAL STATEMENTS AND AUDITORâS REPORT
THEREON

The Company''s Board of Directors is responsible for the other
information. The other information comprises the Annual report
but does not include the standalone financial statements and our
auditor''s report thereon. The Annual report is expected to be made
available to us after the date of this auditor''s report

Our opinion on the standalone financial statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the standalone financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated.

When we read the Annual report, if we conclude that there is a
material misstatement therein, we are required to communicate the
matter to those charged with governance under SA 720 âThe Auditor''s
responsibilities Relating to Other Information'' and take necessary
actions, as applicable under the relevant laws and regulations.

RESPONSIBILITIES OF MANAGEMENT AND BOARD
OF DIRECTORS FOR THE STANDALONE FINANCIAL
STATEMENTS

The Company''s Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance, changes in equity
and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting
Standards specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone financial
statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management
and Board of Directors are responsible for assessing the Company''s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic alternative
but to do so.

The Board of Directors is also responsible for overseeing the
Company''s financial reporting process.

AUDITORâS RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the
standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor''s
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.

We give in âAnnexure Aâ a detailed description of Auditor''s
responsibilities for Audit of the Standalone Financial Statements.

OTHER MATTER:

The standalone financial statements of the Company for the year
ended March 31, 2024, were audited by another auditor whose
report dated May 30, 2024 expressed an unmodified opinion on
those statements.

Report on Other Legal and Regulatory Requirements

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books, except for the matters
stated in paragraph 2(h)(vi) below on reporting under Rule

11(g).

(c) The Balance Sheet, the Statement of Profit and Loss
including other comprehensive income, the Statement
of Changes in Equity and the Statement of Cash Flow
dealt with by this Report are in agreement with the books
of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act.

(e) The reservation relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph 2(b) above on reporting under Section 143(3)
(b) and paragraph 2(h)(vi) below on reporting under Rule

11(g).

(f) On the basis of the written representations received from
the directors as on March 31, 2025 taken on record by the
Board of Directors, none of the directors are disqualified
as on March 31, 2025 from being appointed as a director
in terms of Section 164(2) of the Act.

(g) With respect to the adequacy of the internal financial
controls with reference to standalone financial statements
of the Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure Câ.

i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 30 to the
standalone financial statements.

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company

iv. (1) Under Rule 11(e)(i)

The Management has represented that,
to the best of its knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the Company to or in
any other person(s) or entity(ies), including
foreign entities (âIntermediariesâ), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Company
(âUltimate Beneficiariesâ) or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

(2) Under Rule 11(e)(ii)

The Management has represented, that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person(s) or entity(ies), including
foreign entities (âFunding Partiesâ), with the
understanding, whether recorded in writing
or otherwise, as on the date of this audit
report, that the Company shall, directly or
indirectly, lend or invest in other persons or

entities identified in any manner whatsoever
by or on behalf of the Funding Party
(âUltimate Beneficiariesâ) or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

(3) Under Rule 11(e)(iii)

Based on the audit procedures performed
that have been considered reasonable
and appropriate in the circumstances, and
according to the information and explanations
provided to us by the Management in this
regard, nothing has come to our notice that has
caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e) as
provided under (1) and (2) above, contain any
material mis-statement.

v. The Company has neither declared nor paid any

dividend during the year.

vi. 1. In regard to accounting software managed by

the entity (Signature)

Based on our examination, which included
test checks, the Company has used an
accounting software for maintaining its books
of account which has a feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all relevant
transactions recorded in the software. Further,
during the course of our audit, we did not
come across any instance of audit trail feature
being tampered with.

2. In regard to accounting software managed by
the entity (Others)

Based on our examination which included
test checks, the Company has used certain
accounting software''s for maintaining its books
of account which has a feature of recording
audit trail (edit log) facility, except that no audit
trail feature was enabled at the database level
in respect of certain accounting software''s to
log any direct data changes as explained in
Note 42 to the financial statements.

Further, where enabled, audit trail feature has
been operated for all relevant transactions
recorded in the accounting software''s. Also,
during the course of our audit, we did not come
across any instance of audit trail feature being
tampered with in respect of such accounting
software. Additionally, the audit trail of prior
year has been preserved by the Company
as per the statutory requirements for record
retention to the extent it was enabled and
recorded in respective year.

3. In regard to accounting software managed by
third party (Darwin Box)

Based on our examination which included test
checks, the Company has used an accounting
software for maintaining its books of account
(managed and maintained by a third-party
software service provider) which has a feature
of recording audit trail (edit log) facility and
the same has been operated throughout the
year for all the relevant transactions recorded
in the software as explained in Note 42 to
the financial statements. Further, during the
course of our audit and considering SOC
report, we did not come across any instance
of audit trail feature being tampered with.

3. In our opinion, according to information, explanations given to
us, the remuneration paid by the Company to its directors is
within the limits laid prescribed under Section 197 read with
Schedule V of the Act and the rules thereunder.

For M S K A & Associates
Chartered Accountants

ICAI Firm Registration No. 105047W

Bhaswar Sarkar

Partner

Membership No. 055596
UDIN: 25055596BNULBN1350

Place: Gurugram
Date: May 29, 2025

Mar 31, 2024

To the Members of Yatra Online Limited (Formerly Known as Yatra Online Private Limited)

Report on the Audit of the Standalone Ind AS Financial

Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Yatra Online Limited (formerly known as Yatra Online Private Limited) (âthe Companyâ), which comprise the Balance sheet as at March 31 2024, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and the statement of Changes in Equity for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013, as amended (âthe Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the standalone state of affairs of the Company as at March 31, 2024, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the âCode

of Ethics'' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements for the financial year ended March 31, 2024. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For matter below, our description of how our audit addressed the matter is provided in that context.

We have determined the matter described below to be the key audit matter to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone Ind AS financial statements section of our report, including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone Ind AS financial statements.

Key audit matter	How our audit addressed the key audit matter
Assessment of impairment of investment in subsidiaries
As at March 31, 2024, the Company has non-current investments	Our procedures included the following:
in subsidiaries carried at '' 14,047 lakhs. The investments	â¢ Assessed the impairment methodologies used by management in
in subsidiaries are tested annually for impairment or more	computing the recoverable amount against Ind AS 36, âImpairment
frequently if the Company becomes aware of events or changes	of Assets''
in circumstances that would indicate that the carrying amount of investment may not be recoverable by computing the recoverable amount being higher of value in use and fair value less costs to sell compared to the carrying amount of the investments. A deficit between the recoverable amount and carrying amount would result in impairment. Investment impairment analysis is complex and judgmental due	â¢ Tested the significant assumptions and underlying data used by the Company in its analysis. We evaluated management''s ability to estimate future EBITDA margin by comparing actual results
	to management''s historical forecasts. We compared the EBITDA margin growth projections to current industry trends, and external analyst reports.
to the estimation required to determine the recoverable amount.	â¢ In addition, the valuation specialist assisted in evaluating the
In particular, the estimate of recoverable amount is sensitive to	valuation methodology against the requirements of Ind AS 36
significant assumptions such as EBITDA margin, discount rate,	and compared the discount rate, terminal value, growth rate and
the terminal value growth rate and revenue/EBITDA multiple.	revenue/EBITDA multiple against observable market data and
These assumptions are forward looking and could be affected by	current economic trends.
future economic and market conditions. Considering the inherent complexities and significant judgements involved, and because of the materiality of the balances to the Standalone Financial Statements as a whole, the assessment of above impairment was considered as a key audit matter	â¢ Performed sensitivity analyses of the significant assumptions, which includes EBITDA margin, discount rates , terminal value growth rate and revenue/EBITDA multiple, to evaluate the potential change in the recoverable amount resulting from changes in underlying assumptions.
	â¢ Evaluated the adequacy of the Company''s disclosures as per
	applicable accounting requirements.

Other Information

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Director''s report but does not include the standalone Ind AS financial statements and our auditor''s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

The Director''s report is not made available to us as at the date of this auditor''s report. We have nothing to report in this regard.

Responsibilities of Management for the Standalone Ind AS Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS specified under section 133 of the Act read with the (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditorâs Responsibilities for the Audit of the Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a

high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone Ind AS financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

â¢ Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2024 and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure 1â a statement on the matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g);

(c) The Balance Sheet, the Statement of Profit and Loss including the statement of Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under section 133 of the Act; read with Companies (Indian Accounting Standards) Rules 2015, as amended;

(e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2(b) above on reporting under Section 143(3) (b) and paragraph 2((i)(vi)) below on reporting under Rule

11(g).

(g) With respect to the adequacy of the internal financial controls with reference to standalone Ind AS financial statements and the operating effectiveness of such controls, refer to our separate Report in âAnnexure 2â to this report;

(h) In our opinion, the managerial remuneration for the year ended March 31, 2024 has been paid / provided by the Company, to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;

(i) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer Note 36 to the standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company

iv. a) The management has represented that, to the

best of its knowledge and belief, as disclosed in the note 45(a) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

b) The management has represented that, to the best of its knowledge and belief, as disclosed in the note 45(b) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material mis-statement.

v. No dividend has been declared or paid during the year by the Company.

vi. Based on our examination which included test checks , the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except as stated in note 45 the audit trail feature was:

i. Enabled for certain period for the accounting software as well as for two of the sub systems. Consequently, we are unable to comment whether audit trail feature operated for all relevant transactions recorded in the software and sub systems in respect of such period.

ii. Not enabled for certain changes made using privileged access rights in the underlying database.

Further, we did not come across any instance of audit trail feature being tampered with where the audit trail has been enabled.

For S.R. Batliboi & Associates LLP

Chartered Accountants ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth

Partner

Place of Signature: New Delhi Membership Number: 094524 Date: May 30, 2024 UDIN: 24094524BKFOTR5399

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