SecProbe.io

May 15, 2018
Dhruv Shringi
Chief Executive Officer
Yatra Online, Inc.
1101-03, 11th Floor, Tower-B
Unitech Cyber Park
Sector 39, Gurgaon, Haryana 12202
India
Re:Yatra Online, Inc.
Registration Statement on Form F-3
Filed May 3, 2018
File No. 333-224661
Dear Mr. Shringi:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-3
General
1.Please explain the basis for your eligibility to use Form F-3 for a primary offering, based
on the requirements of Instruction 1.B.1 of Form F-3.  Alternatively, please include the
disclosure contemplated by Instruction 7 to General Instruction I.B.5 to Form F-3 on the
cover of the base prospectus.

 FirstName LastNameDhruv Shringi
 Comapany NameYatra Online, Inc.
 May 15, 2018 Page 2
 FirstName LastName
Dhruv Shringi
Yatra Online, Inc.
May 15, 2018
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Julia Griffith at 202-551-3267 or J. Nolan McWilliams at 202-551-3217
with any questions.
Division of Corporation Finance
Office of Transportation and Leisure