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CORRESP
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    Jocelyn
                                            M. Arel

    +1
    617 570 1067

    jarel@goodwinlaw.com

    Goodwin
                                            Procter LLP
100
    Northern Avenue

    Boston, MA 02210

goodwinlaw.com
+1
    617 570 1000

August
8, 2023

Via
EDGAR

U.S.
Securities and Exchange Commission

Division of Corporation Finance - Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joanna Lam and Steve Lo

Re: Yatra
                                            Online, Inc.

  Form
                                            20-F for the Fiscal Year Ended March 31, 2022

Filed
August 1, 2022

File
No. 001-37968

Dear
Ms. Lam and Mr. Lo:

This
letter is submitted on behalf of Yatra Online, Inc. (the “Company,” “we,” “us” or “our”)
in response to the comments (“Response Letter”) from the staff of the Division of Corporation Finance (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form
20-F for the fiscal year ended March 31, 2022 (File No. 001-37968) filed with the Commission on August 1, 2022 (the “2022 20-F”),
as set forth in your letter dated March 15, 2023 and letter dated June 23, 2023 addressed to Mr. Anuj Kumar Sethi, the former Principal
Financial Officer of the Company (the “Comment Letter”). To facilitate our telephonic conversation with the Staff on July
26, 2023, and in an effort to review with the Staff our proposed response to the Comment Letter, we filed a preliminary response to the
Comment Letter on July 19, 2023 and a related correspondence on July 20, 2023 showing our proposed revised disclosures addressing the
Staff’s comments (the “Preliminary Response”). This Response Letter is intended to update and replace the Preliminary
Response in its entirety.

For
reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience,
the reproduced Staff comments from the Comment Letter have been italicized.

The
responses provided herein are based upon information provided to Goodwin Procter LLP by the Company.

Form
20-F for the Fiscal Year Ended March 31, 2022

Certain
Non-IFRS Measures, page 115

 1. We
                                            note your response to prior comment 1 explains that your presentation of the non-IFRS measure
                                            Adjusted Revenue deducts amounts reflected in your statement of profit or loss as service
                                            cost as if you acted as an agent in transactions when gross presentation is required because
                                            you were the primary obligor. We also note that Adjusted Revenue adds back customer promotional
                                            expenses which are reported in your financial statements as a reduction of revenue. Please
                                            provide us with additional detail explaining how you considered Question 100.04 of the Non-GAAP
                                            Financial Measures Compliance and Disclosure Interpretations as Adjusted Revenue appears
                                            to substitute individually tailored revenue recognition and measurement methods for those
                                            of IFRS or revise your disclosure to remove this measure.

Ms.
Lam and Mr. Lo

Division
of Corporation Finance

August
8, 2023

Page
2

RESPONSE:

The
Company respectfully advises the Staff that it considered Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations (“C&DI”). To ensure that our Non-GAAP measures are not construed to be individually tailored and potentially
misleading pursuant to the guidance in Question 100.04 of the C&DI, prospectively starting with its Annual Report on Form 20-F for
the fiscal year ended March 31, 2023 (the “2023 20-F”), the Company will (i) replace “Adjusted Revenue” with
“Adjusted Margin” outside of the footnotes to its consolidated financial statements such that it is consistent with the measure
and nomenclature used in its consolidated financial statements (i.e., Adjusted Margin), (ii) omit ‘Others ‘column since it
is not a reportable segment, (iii) omit “Other income”, (iv) omit the total of Adjusted Margin
(previously, Adjusted Revenue) for its segments and (v) replace “Segment results” with “Revenue as per IFRS - Rendering
of services”, which is entirely earned from external customers.

We
refer the Staff to Exhibit A attached to this Response Letter for the proposed changes described above. A detailed explanation
of the foregoing changes is described below:

The
Company considered the guidance provided in Questions 104.01 and 104.02 of the C&DI and noted that Non-GAAP financial measures do
not include financial measures that are required to be disclosed by GAAP. Accordingly, the Company notes that the measure of Adjusted
Revenue (i.e., a Non-GAAP measure) outside of the footnotes to its consolidated financial statements is required to be consistent with
the measures used to determine “Segment results” under Note 5 to its consolidated financial statements (Segment Information),
for the year ended March 31, 2022, such that it is not construed to be an individually tailored revenue measure.

To
ensure that the Non-GAAP measures are not individually tailored pursuant to the guidance in Question 100.04 of the C&DI, prospectively
starting with the 2023 20-F, the Company will make the following disclosure changes:

 ● Revise
                                            the presentation and nomenclature pertaining to “Segment results” and refer to
                                            it as “Adjusted Margin” in the footnotes to its consolidated financial statements.
                                            Further, consistent with the measure and nomenclature used in the consolidated financial
                                            statements, it will refer to the previously used measure Adjusted Revenue as Adjusted Margin
                                            outside of the footnotes to its consolidated financial statements. Accordingly, it will not
                                            be considered an individually tailored revenue measure.

Ms.
                                            Lam and Mr. Lo

Division
of Corporation Finance

August
8, 2023

Page
3

 ● Pursuant
                                            to the guidance in Question 104.04 of the C&DI, it will only present Adjusted Margin
                                            for the individual reportable segments and omit the total of Adjusted Margin for all the
                                            reportable segments outside of the footnotes to its consolidated financial statements.

 ● In
                                            line with the requirements of IFRS 8.23, it will replace the term “segment revenue”
                                            with “Revenue as per IFRS - Rendering of services” (which is entirely earned
                                            from external customers).

 ● Reflect
                                            addition of “customer inducement and acquisition cost” and reduction of “service
                                            cost” for each reportable segment to arrive at Adjusted Margin.

The
Company respectfully advises the Staff that further details regarding the foregoing changes are set forth in its responses to Comments
3, 4 and 5.

 2. Please
                                            confirm that Adjusted Revenue as disclosed for your reportable segments is the same as the
                                            measure Segment Results presented in your segment footnote and explain why these measures
                                            have different titles. In addition, as it relates to the presentation of segment profitability
                                            information outside of the footnotes to the financial statements, tell us how you considered
                                            Questions 104.01 and 104.02 of the Non-GAAP Financial Measures Compliance and Disclosure
                                            Interpretations.

RESPONSE:

The
Company respectfully advises the Staff that it has considered Questions 104.01 and 104.02 of the C&DI. Prospectively starting with
the 2023 20-F, the Company will revise the presentation and nomenclature pertaining to “Segment results” presented in the
Company’s segment footnotes and refer to it as “Adjusted Margin.” Further, consistent with the measure and nomenclature
used in the consolidated financial statements, it will refer to the previously used measure Adjusted Revenue as Adjusted Margin outside
of the footnotes to its consolidated financial statements.

Further,
pursuant to the guidance in Question 104.04 of the C&DI, starting with the 2023 20-F, the Company will only present Adjusted Margin
for the individual reportable segments and omit the total of Adjusted Margin for all the reportable segments outside of the footnotes
to its consolidated financial statements.

We
refer the Staff to Exhibit A attached to this Response Letter for the proposed changes described above.

Ms.
                                            Lam and Mr. Lo

Division
of Corporation Finance

August
8, 2023

Page
4

Notes
to the Consolidated Financial Statements

5.
Segment Information, page F-28

 3. We
                                            note your response to prior comment 2. It is unclear how your presentation of “segment
                                            revenue,” which excludes amounts reported as reduction of revenue under IFRS 15, is
                                            consistent with IFRS 8 paragraph 23(a), which requires disclosure of “revenues from
                                            external customers.” Please explain or revise your segment footnote to instead disclose
                                            “revenues from external customers” as required by IFRS 8.23(a).

RESPONSE:

The
Company respectfully advises the Staff that, during the periods presented in the 2022 20-F, the Company earned revenue entirely from
external customers. There was no inter-segment revenue during the fiscal years ended March 31, 2022, March 31, 2021 and March 31, 2020.

The
Company respectfully submits that, prospectively starting with the 2023 20-F, the Company will include an explanation in Note 5 to its
consolidated financial statements (Segment Information), that the revenue earned by the Company is comprised entirely of revenue from
external customers.

In
addition, the Company has reconsidered the above presentation and in line with requirements of IFRS 8.23, prospectively starting with
the 2023 20-F, the Company will revise the presentation of segment information in the segment footnote to its consolidated financial
statements by replacing “segment revenue” with the “Revenue as per IFRS - Rendering of services” (which is entirely
earned from external customers). The Company will also reflect addition of “customer inducement and acquisition cost” and
reduction of “service cost” for each reportable segment in this table to arrive at Adjusted Margin. Further, while the segment
profitability measure that the chief operating decision maker CODM uses will not undergo any change, the Company will update its internal
management reports to align with the revisions in the presentation of segment information in the segment footnote to its consolidated
financial statements.

We
refer the Staff to Exhibit B attached to this Response Letter for the proposed changes described above.

 4. In
                                            your response to prior comment 2, you state that you have three reportable segments: air
                                            ticketing, hotels and packages, and other services. However, in your Information about Reportable
                                            Segments reconciliation, you also present segment results for “Others”. Tell
                                            us if “Others” is comprised of operating segments that meet the criteria in IFRS
                                            8 paragraph 14. If this criteria is not met for “Others”, revise your presentation
                                            to be consistent with IFRS 8 paragraph 16.

RESPONSE:

The
Company respectfully advises the Staff that, the Company has only three reportable segments: Air Ticketing, Hotels and Packages and Other
Services. Information regarding other business activities and operating segments that are not reportable were previously combined and
disclosed in the “Others” section. In accordance with IFRS 8 paragraph 14, these other business activities / operating segments
do not meet any of the quantitative thresholds to be a reportable segment for any of the periods presented in the consolidated financial
statements included in the 2022 20-F.

Ms.
                                            Lam and Mr. Lo

Division
of Corporation Finance

August
8, 2023

Page
5

Prospectively
starting with the 2023 20-F, in accordance with IFRS 8 paragraph 16, the Company will eliminate “Others” as a separate column
and will combine all information about other business activities and operating segments that are not reportable into “other revenue”
which will be disclosed as a separate line item in the segment reconciliation table. However, the “Total” in the segment
reconciliation table will reflect the sum total of the reportable segments only. Information regarding non reportable segments will not
form part of the revised “Total” column.

In
addition, IFRS 8 paragraph 16, expects the disclosures to be harmonized with IFRS 8 paragraph 28, pursuant to which only the reportable
segments should be part of the reconciliations. Consistent with these requirements, in its 2023 20-F, the Company will move the non-reportable
segment information below the Adjusted Margin as “Other revenue”.

By
moving the non-reportable segment information below the Adjusted Margin as “Other revenue”, the Company respectfully submits
that the updated disclosure will be in compliance with IFRS 8 paragraphs 14, 16 and 28 of the Guidance on Implementing IFRS 8 Operating
Segments paragraphs IG3 and IG4.

We
refer the Staff to Exhibit B attached to this Response Letter for the proposed changes described above.

 5. We
                                            note that your reportable segments’ measures of profit or loss is titled “Segment
                                            Results”. This title appears similar to “Results from Operations” as presented
                                            in your consolidated financial statements. Please revise to clearly distinguish the measures.

RESPONSE:

The
Company respectfully advised the Staff that, prospectively starting with the 2023 20-F, it will revise the nomenclature of “Segment
results” to “Adjusted Margin” both in the footnotes to its consolidated financial statements and outside of the footnotes
to its consolidated financial statements. The Company believes this will clearly distinguish it from “Results from Operations”
as presented in the consolidated financial statements.

We
refer the Staff to Exhibit B attached to this Response Letter for the proposed changes described above.

 6. Your
                                            Information about Reportable Segments reconciliation includes a line item for unallocated
                                            expenses, which appears to be the sum of multiple types of expenses. Please disaggregate
                                            the unallocated expenses line item to separately