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
July
31, 2025
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
This
Report on Form 6-K is hereby incorporated by reference into Yatra Online, Inc.’s (“Company”) 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to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently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.
Convenience
Translation
The
financial statements, unaudited interim financial statements and proforma financial statements are stated in INR. However, solely for
the convenience of the readers, the statement of profit or loss and other comprehensive loss for the year ended March 31, 2024, five
months ended August 31, 2024 and the unaudited pro forma condensed combined financial statements, the statement of financial position
as of March 31, 2024, five months ended August 31, 2024 and the unaudited pro forma condensed combined financial statements, the
statement of cash flows for year ended March 31, 2024 and five months ended August 31, 2024, were converted into U.S. dollars
at the exchange rate of 83.83 INR per USD, which is based on the noon buying rate as at August 31, 2024, 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 IFRS.
FINANCIAL
STATEMENTS OF GLOBE ALL INDIA SERVICES PRIVATE LIMITED AND PRO FORMA UNAUDITED FINANCIAL STATEMENTS OF THE COMBINED COMPANY
As
previously announced, the Company, through its subsidiary, Yatra Online Limited, acquired all of the issued and paid-up equity share
capital of Globe All India Services Private Limited (“GAISL”).
In
compliance with Rule 3-05 of Regulation S-X, the audited balance sheets of GAISL as of March 31, 2024 and 2023 and the related statements
of operations, statement of changes in equity and cash flows for the fiscal years then ended, and the related notes, the unaudited
interim condensed statement of financial position of GAISL as at August 31, 2024 and March 31, 2024 and the related statements of profit
or loss, changes in equity and cash flows for the 5 months ended August 31, 2024 and 2023, and the unaudited pro forma condensed combined
financial statements and notes of the Company as of and for the fiscal year ended March 31, 2024 are attached as Exhibits 99.1, 99.2
and 99.3, respectively, and are incorporated by reference herein.
EXHIBIT
INDEX
Exhibit
no. |
|
Description |
23.1 |
|
Consent
of Independent Auditor |
99.1 |
|
Audited financial statements of Globe All India Services Limited for the fiscal years ended March 31, 2024 and 2023 |
99.2 |
|
Unaudited financial statements of Globe All India Services Limited for the 5 months ended August 31, 2024 and 2023 |
99.3 |
|
Unaudited
pro forma condensed combined financial information of the Company as of and for the year ended March 31, 2024 |
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:
July 31, 2025 |
By: |
/s/
Dhruv Shringi |
|
|
Dhruv
Shringi |
|
|
Chief
Executive Officer |