Yatra Online Ltd Auditor Reports

Independent Auditors Examination Report on the Restated Consolidated Summary Statements of Assets and Liabilities as at March 31, 2023, March 31, 2022 and March 31, 2021 and Restated Consolidated Summary Statements of Profit and Loss (including other comprehensive income), Restated Consolidated Summary Statement of Cash Flows and Restated Consolidated Summary Statement of Changes in Equity, the Summary Statement of Significant Accounting Policies, and other explanatory information for each of years ended March 31, 2023, March 31, 2022 and March 31, 2021 of Yatra Online Limited (formerly known as Yatra Online Private Limited) (collectively, the "Restated Consolidated Summary Statements")

To

The Board of Directors

Yatra Online Limited (formerly known as Yatra Online Private Limited) Gulf Adiba, 4th Floor Plot 272, Udyog Vihar, Phase II, Sector 20, Gurugram 122008 Haryana, India

Dear Sirs:

1. We, S.R. Batliboi & Associates LLP, Chartered Accountants ("we" or "us" or "SRBA"), have examined the attached Restated Consolidated Summary Statements of Yatra Online Limited (formerly known as Yatra Online Private Limited) ("the Company"), its subsidiaries (the

Company and its subsidiaries together referred to as "the Group") and its joint venture as at and for each of the years ended March 31, 2023, March 31, 2022 and March 31, 2021, annexed to this report and prepared by the Company for the purpose of inclusion in the Red Herring Prospectus

("RHP") and Prospectus (the Red Herring Prospectus and Prospectus collectively hereinafter called as "Offering Documents") in connection with its proposed initial public offer ("IPO") of equity shares of face value of INR 1 each of the Company comprising a fresh issue of equity shares and an offer for sale of equity shares held by the selling shareholders (the "Offer").

The Restated Consolidated Summary Statements, which have been approved by the Board of Directors of the Company at their meeting held on August 31, 2023, have been prepared in accordance with the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), (the "Guidance Note").

Managements Responsibility for the Restated Consolidated Summary Statements

2. The preparation of the Restated Consolidated Summary Statements, which are to be included in the Offering Documents is the responsibility of the Management of the Company. The Restated Consolidated Summary Statements have been prepared by the management of the Company on the basis of preparation stated in paragraph 2.1 of Annexure V to the Restated Consolidated Summary Statements. The Managements responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated

Consolidated Summary Statements. The Management is also responsible for identifying and ensuring that the Group complies with the Act, ICDR Regulations and the Guidance Note.

Auditors Responsibilities

3. We have examined such Restated Consolidated Summary Statements taking into consideration:

a) The terms of reference and terms of our engagement agreed with you vide our engagement letter dated August 20, 2023, requesting us to carry out the assignment, in connection with the proposed IPO of the Company;

b) The Guidance Note which requires that we comply with ethical requirements of the Code of Ethics issued by the ICAI;

c) concepts of test checks and materiality to obtain reasonable assurance based on the verification of evidence supporting the Restated Consolidated Summary Statements; and

d) The requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act and the ICDR Regulations in connection with the IPO.

4. The Company proposes to make an initial public offer which comprises of fresh issue of its equity shares of face value INR 1 each and offer for sale by certain shareholders existing equity shares of face value INR 1 each at such premium arrived at by the book building process (referred to as the ‘Issue), as may be decided by the Companys Board of Directors.

Restated Consolidated Summary Statements

5. These Restated Consolidated Summary Statements have been compiled by the management of the Company from:

(A) Audited consolidated financial statements of the Group and its joint venture as at and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021, which were prepared in accordance with Indian Accounting Standard (‘Ind AS) as prescribed under Section 133 of the Act read with

Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting principles generally accepted in India , which have been approved by the Board of Directors at their meeting held on August 29, 2023, September 21, 2022 and November 29, 2021 respectively

(collectively the "Audited Consolidated Financial Statements");

(B) Financial statements and other financial information in relation to the Companys subsidiaries, as listed below, audited by other auditors ("Other Auditors") and included in the Audited Consolidated Financial Statements of the Group as at and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021:

S.No Name of Entity	Relationship	Auditor	Audited period
1 Travel.Co.In Private limited (TCIL)	Subsidiary	Narender Singhania & Co	For the years ended March 31, 2023, 2022 and 2021.
2 Yatra Online Freight Services Private Limited (YOFSL)	Subsidiary	Narender Singhania & Co	For the years ended March 31, 2023, 2022 and 2021.

6. For the purpose of our examination, we have relied on:

(A) Auditors reports issued by us, dated August 29, 2023, September 21, 2022 and November 29, 2021 on the Audited Consolidated Financial Statements of the Group and its joint venture as at and for each of the years ended March 31, 2023, March 31, 2022 and March 31, 2021 as referred in Paragraph 5 (A) above.

There were no qualifications in the auditors reports on the audited consolidated financial statements of the Company as at and for each of the year ended March 31, 2023, March 31, 2022 and March 31, 2021 respectively, which require any adjustments to the Restated Consolidated Summary Statements. Further:

(i) Qualifications included in the Annexure to the auditors report issued under Companies (Auditors Report) Order, 2020, on the Consolidated financial statements for the years ended March 31, 2023 and March 31, 2022, which do not require any corrective adjustment in the Restated Consolidated Summary Statements, have been disclosed in Part C of Annexure VI to the Restated Consolidated Summary Statements.

(ii) Qualifications included in the Annexure to the auditors report issued under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 on the Consolidated financial statements for the years ended March 31, 2023 and March 31, 2022, which do not require any corrective adjustment in the Restated Consolidated Summary Statements, have been disclosed in Part C of Annexure VI to the Restated Consolidated Summary Statements.

(iii) Qualifications included in the auditors report issued under Companies (Auditors Report) Order, 2016, on the Standalone financial statements of the Company and its subsidiaries for the year ended March 31, 2021, which do not require any corrective adjustment in the Restated Consolidated Summary Statements have been disclosed in Part C of Annexure VI to the Restated Consolidated Summary Statements.

The auditors report on the Audited Consolidated Financial Statements of the Group and its joint venture as at and for the year ended March 31, 2021 included the below Emphasis of Matter paragraph, and which did not require any adjustments to the Restated Consolidated Summary Statements, as follows (also refer Annexure VI of the Restated Consolidated Summary Statements):

(i) We draw attention to Note 2.2 in the Consolidated Ind AS financial statements, which describes the possible effect of uncertainties relating to COVID-19 pandemic on the Groups financial performance as assessed by the management. Our opinion is not modified in respect of this matter.

(B) As indicated in Paragraph 5 (B) above, we did not audit the financial statements of two subsidiaries, as at and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021, whose financial statements reflect total assets, total revenues and net cash inflows / (outflows) as tabulated below and included in the Restated Consolidated Summary Statements

As at and for the year ended	Number of subsidiaries	Total assets of subsidiaries	Total revenue of subsidiaries	Net cash inflow/ (outflow) of subsidiaries
March 31, 2023	2	297.82 Million	99.56 Million	(20.23) Million
March 31, 2022	2	429.90 Million	108 Million	(28.22) Million
March 31, 2021	2	172.24 Million	17.37 Million	47.32 Million

These financial statements have been audited by other firms of Chartered Accountants as listed in Para 5(B) above, whose reports have been furnished to us and our opinion in so far as it relates to the amounts included in the financial statements referred to in Para 5(A) above are based solely on the report of other auditors.

There were no qualifications in the auditors reports of the above entities as at and for each of the year ended March 31, 2023, March 31, 2022 and March 31, 2021 respectively, which require any adjustments to the Restated Consolidated Summary Statements. Further:

(i) Qualifications included in the Annexure to the auditors report issued under Companies (Auditors Report) Order, 2020, on the financial statements for the year ended March 31, 2023 which do not require any corrective adjustment in the Restated Consolidated Summary Statements, have been disclosed in Part C of Annexure VI to the Restated Consolidated Summary Statements.

(ii) Qualifications included in the Annexure to the auditors report issued under Clause (i) of Subsection 3 of Section 143 of the Companies Act, 2013 on the financial statements for the year ended March 31, 2023, which do not require any corrective adjustment in the Restated Consolidated Summary Statements, have been disclosed in Part C of Annexure VI to the Restated Consolidated Summary Statements.

7. In respect of examination performed by Other Auditor :

The Other auditor, Narender Singhania & Co., has examined the restated summary statements of the subsidiaries Travel.Co.In Private Limited and Yatra Online Freight Services Private Limited, the examination report dated August 25, 2023, and confirmed that these restated summary statements :

- have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial years ended March 31, 2022 and 2021 to reflect the same accounting treatment as per the accounting policies and grouping/ classifications followed as at and for the year ended March 31, 2023;

- does not contain any qualifications requiring adjustments to the restated consolidated summary statements

- have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

8. Based on our examination and as per the reliance placed on the examination reports submitted by the other Auditor and according to the information and explanations given to us, we report that the Restated Consolidated Summary Statements of the Group:

i. Have been prepared after incorporating adjustment for regroupings/reclassifications in the financial years ended March 31, 2022 and 2021 to reflect the same accounting treatment as per the grouping/classifications followed as at and for the year ended March 31, 2023. There were no adjustments for changes in accounting policies and material errors;

ii. there are no qualifications in the auditors reports on the Audited Consolidated financial statements of the Company as at March 31, 2023, 2022 and 2021 and each of the years ended March 31, 2023, 2022 and 2021 which require any adjustments to the Restated Consolidated Summary Statements. There is an Emphasis of Matter paragraph, referred to in paragraph 6(A) above, which do not require any adjustment to the Restated Consolidated Summary Financial Statements; and

iii. have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

9. We have not audited any financial statements of the Group and its joint venture as of any date or for any period subsequent to March 31, 2023. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of the Group as of any date or for any period subsequent to March 31, 2023.

10. The Restated Consolidated Summary Statements do not reflect the effects of events that occurred subsequent to the audited financial statements mentioned in paragraph 5(A) above.

11. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

13. Our report is intended solely for use of the Board of Directors for inclusion in the Offering Documents to be filed with Securities and Exchange Board of India, National Stock Exchange of India Limited, National Stock Exchange of India Limited, BSE Limited and Registrar of Companies, Delhi in connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come.

For S.R. Batliboi & Associates LLP

Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Yogender Seth

Partner

Membership No: 94524

UDIN: 23094524BGYICV9852

Place: Gurugram

Date: August 31, 2023