SecProbe.io

CORRESP
 1
 filename1.htm

 April
6, 2026

 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: Brian McAllister and Kimberly Calder

 Re: Yatra
 Online, Inc.

 Form
 20-F for the Fiscal Year Ended March 31, 2025

 Filed
 July 31, 2025

 File
 No. 001-37968

 Dear
Mr. McAllister and Ms. Calder:

 Yatra
Online, Inc. (the "Company," "we," "us" or "our") submits this letter 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, 2025 (File No. 001-37968) filed with the Commission on July 31, 2025 (the "2025 20-F"), as
set forth in the Staff's letter dated March 23, 2026 addressed to Mr. Anuj Sethi (the "Comment Letter").

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

 Item
5. Operating and Financial Review and Prospects

 Adjusted
Margin %, page 88

 1. You
 define the key operating metric Adjusted Margin % as Adjusted Margin as a percentage of Gross
 Bookings. You also disclose the term Net Revenue Margin % which appears to be calculated
 in the same manner as Adjusted Margin %. Please revise to replace Net Revenue Margin % with
 Adjusted Margin %.

 RESPONSE:

 The
Company respectfully acknowledges the Staff's comment and confirms that beginning with its Annual Report on Form 20-F for the fiscal
year ended March 31, 2025 (the "2026 20-F") it will replace Net Revenue Margin % with Adjusted Margin %.

 Results
from Operations, page 99

 2. We
 refer to your discussions of Adjusted EBITDA Profit on pages 99 and 101. When presenting
 a non-IFRS measure, you are required to present the most directly comparable IFRS measure
 with equal or greater prominence. Please revise these presentations to comply with Question
 102.10 of the Corporation Finance Interpretations on Non-GAAP Financial Measures.

 RESPONSE:

 The
Company respectfully acknowledges the Staff's comment and confirms that beginning with the 2026 20-F it will present the most directly
comparable IFRS measure for Adjusted EBITDA Profit with equal or greater prominence.

 The
following is an example of how the Company expects to provide this clarifying disclosure beginning with the 2026 20-F.

 " Profit
for the Year. As a result of the foregoing factors, our profit in the year ended March 31, 2026 was INR [●] (USD [●])
as compared to a profit of INR 23.5 million (USD 0.3 million) in the year ended March 31, 2025. Excluding the employee share-based compensation
costs, the Adjusted Profit (1) would have been INR [●] (USD [●]) for year ended March 31, 2026 and Adjusted Profit (1)
was INR 148.3 million (USD 1.7 million) for year ended March 31, 2025. Adjusted EBITDA Profit (1) increased by [●]% to
INR [●] (USD [●]) in the year ended March 31, 2026 from Adjusted EBITDA Profit (1) of INR 343.4 million (USD 4.0
million) in the year ended March 31, 2025.

 Certain
Non-IFRS Measures

 Reconciliation
of Adjusted (Loss)/Profit, page 112

 3. Tell
 us how your presentation complies with the requirement to separately provide income tax effects
 related to the pretax adjustments added to arrive at Adjusted (Loss)/Profit, as well as on
 Adjusted Basic and Diluted Loss Per Share. Refer to Question 102.11 of the Corporation Finance
 Interpretations on Non-GAAP Measures.

 RESPONSE :

 The
Company respectfully acknowledges the Staff's comment and confirms that beginning with the 2026 20-F it will revise its disclosure
in response to the Staff's comment.

 The
following is an example of how the Company expects to provide this clarifying disclosure beginning with the 2026 20-F.

 Reconciliation of Adjusted
 (Loss)/ Profit
 Fiscal
 Year ended March 31,

 (Amount in thousands)
 2024
 2025
 2026

 Profit/(Loss) for the period (as
 per IFRS)
 (329,330 )
 10,652

 Employee share-based compensation costs
 229,260
 124,787

 Listing and related expenses
 54,238
 -

 Tax (expense)/ benefit
 (37,174 )
 12,849

 Adjusted Loss for the Period
 (83,007 )
 148,288

 Fiscal
 Year ended March 31,

 Reconciliation of Adjusted
 Basic Loss (Per Share)
 2024
 2025
 2026

 Basic loss per share (as per IFRS)
 (5.60 )
 (1.73 )

 Employee share-based compensation costs
 2.48
 1.39

 Tax (expense)/ benefit
 -
 -

 Listing and related expenses
 0.56
 -

 Adjusted Basic loss Per Share
 (2.56 )
 (0.34 )

 Fiscal
 Year ended March 31,

 Reconciliation
 of Adjusted Diluted Loss (Per Share)
 2024
 2025
 2026

 Diluted loss per share (as per
 IFRS)
 (5.60 )
 (1.73 )

 Employee share-based compensation costs
 2.48
 1.39

 Tax (expense)/ benefit
 -
 -

 Listing and related expenses
 0.56
 -

 Adjusted Diluted loss Per Share
 (2.56 )
 (0.34 )

 The
Income tax effect on non-GAAP adjustments is calculated by applying a statutory tax rate to non-GAAP adjustments, including Employee
share-based compensation costs and Listing and related expenses.

 *
* * * *

 If
you should have any questions or comments with respect to the foregoing, please contact the undersigned at (+91 124) 4591700.

 Sincerely,

 /s/
 Anuj Sethi

 Anuj
 Sethi

 cc: Siddhartha
 Gupta, Chief Executive Officer, Yatra Online Inc.
 Anuj
 Sethi, Principal Financial Officer and Principal Accounting Officer, Yatra Online Inc.

 Jocelyn
 M. Arel, Goodwin Procter LLP