SecProbe.io

September 17, 2026
Anita Mitesh Master
Director of Operations
Magna Holdings Ltd.
4th Floor Standard Chartered Tower, Cybercity
19 Bank Street, Ebene 72201
Republic of Mauritius
Re: Yatra Online, Inc.
Schedule TO-T/A Filed September 11, 2026
Filed by Magna Holdings Ltd.
File No. 005-89731
Dear Anita Mitesh Master:
            We have reviewed your filing and have the following comments.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments. All
defined terms used herein have the same meaning as in your offer materials, as revised, unless
otherwise indicated.
Schedule TO-T/A Filed September 11, 2026
General
1. We note your responses to prior comments 1 and 4 in our letter dated August 27, 2026.
Based on your revised disclosure, it appears that the Offer is being financed entirely by the
sale of the Investor Shares. In your response letter, please explain why the holders of the
Investor Shares were not included as offerors on the Schedule TO, or revise the Schedule
TO-T to add them as filing persons. See the definition of “offeror” in General Instruction
M to Schedule TO and Item 1000(d) of Regulation M-A. See also Questions 101.05 and
101.06 of the Tender Offer Rules and Schedules Corporation Finance Interpretations
(March 17, 2023). If you add the holders of the Investor Shares as filing persons, please
revise the Offer to Purchase as necessary to provide any additional disclosure required of
them and ensure that they sign the Schedule TO.

September 17, 2026
Page 2
2. We reissue in part prior comment 2 in our letter dated August 27, 2026. Please further
revise to provide the information required by Item 1003(c)(2) of Regulation M-A for each
of Magna's directors listed in Schedule A to your Schedule TO.
3. We note your response to prior comment 3 in our letter dated August 27, 2026. Please
revise your offer materials to similarly explain why the financial disclosure described in
Item 10 of Schedule TO is immaterial to a shareholder's decision whether or not to
participate in the Offer.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Shane Callaghan at 202-551-6977.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions

<DOCUMENT>
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<TEXT>
                                                            August 27, 2026

Anita Mitesh Master
Director of Operations
Magna Holdings Ltd.
4th Floor Standard Chartered Tower, Cybercity
19 Bank Street, Ebene 72201
Republic of Mauritius

        Re: Yatra Online, Inc.
            Schedule TO-T Filed August 19, 2026
            Filed by Magna Holdings Ltd.
            File No. 005-89731
Dear Anita Mitesh Master:
       We have reviewed your filing and have the following comments.
        Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.
        After reviewing your response to these comments, we may have additional
comments. All
defined terms used herein have the same meaning as in your offer materials,
unless otherwise
indicated.

Schedule TO-T Filed August 19, 2026
General

1.     Based on your disclosure, it appears that Anita Mitesh Master may be the
sole owner and
       the sole director and executive officer of Magna. In your response
letter, please explain
       why Ms. Mitesh Master was not included as an offeror on the Schedule TO,
or revise the
       Schedule TO-T to add her as a filing person. See the definition of
offeror    in General
       Instruction M to Schedule TO and Item 1000(d) of Regulation M-A. See
also Questions
       101.05 and 101.06 of the Tender Offer Rules and Schedules Corporation
Finance
       Interpretations (March 17, 2023). If you add Ms. Mitesh Master as a
filing person, please
       revise the Offer to Purchase as necessary to provide any additional
disclosure required of
       her individually and ensure that she signs the Schedule TO in her
individual capacity.

2.     We note that your disclosure provided in response to Item 3 of Schedule
TO indicates that
       Ms. Mitesh Master holds 100% of the management shares issued by Magna
and that Ms.
       Mitesh Master is the only person listed in Schedule A. Please confirm
that Ms. Mitesh
 August 27, 2026
Page 2
       Master is the only person covered by General Instruction C to Schedule
TO with respect to
       Magna, or otherwise revise to include the information required by Item
1003(a)-(c) of
       Regulation M-A for any additional persons covered by General Instruction
C.

3.     We note your disclosure provided in response to Item 10 of Schedule TO.
Given that the
       Offer seeks to buy less than all of the outstanding class of securities,
and Magna is not
       subject to the periodic reporting requirements under the Securities
Exchange Act of 1934
       and rules thereunder, the safe harbor codified at Instruction 2 to Item
10 of Schedule TO is
       unavailable. Please provide us with a legal analysis that explains the
basis for the position
       that the financial condition of Magna is immaterial to a shareholder   s
decision whether or
       not to participate in the Offer. Alternatively, please revise to
disclose the information
       required by Item 10 of Schedule TO.

Source and Amount of Funds, page 15

4.     We note that Magna anticipates funding the Offer with its cash and cash
equivalents. We
       also note the following statement on page 15:    Magna has not conducted
any business
       other than in connection with the Offer.    Item 1007(a) of Regulation
M-A requires that the
       filer state the specific sources of the funds to be used in the
transaction. Given that Magna
       has not conducted any business other than in connection with the Offer,
please revise to
       identify the source of the cash and cash equivalents that are funding
the Offer.

Interest in Securities of Yatra, page 15

5.     We note the following statement on page 15:    Magna owns no Shares
prior to the Offer.
       Please revise to provide the information required by Item 1008(a) of
Regulation M-A for
       Ms. Mitesh Master and any other person covered by General Instruction C
to Schedule
       TO, and by each associate and majority-owned subsidiary of those
persons, or state that
       each such person beneficially owns no Shares. See General Instruction E
to Schedule TO.

6.     Please provide the disclosure required by Item 8 of Schedule TO and Item
1008(b) of
       Regulation M-A, or otherwise directly state that no such transactions
have occurred during
       the past 60 days. See General Instruction E to Schedule TO.

Conditions of the Offer, page 15

7.     Refer to conditions (c) and (e) on page 16. These offer conditions
include the term
          threatened    in describing certain legal actions or changes in
currency exchange rates,
       respectively, among other things. A tender offer may be conditioned on a
variety of events
       and circumstances, provided that they are not within the direct or
indirect control of the
       offeror. The conditions also must be drafted with sufficient specificity
to allow for
       objective verification that the conditions have been satisfied. With a
view towards revised
       disclosure, please advise what is meant by the term    threatened    and
how it may be
       objectively determinable. See Question 101.01 of the Tender Offer Rules
and Schedules
       Corporation Finance Interpretations (March 17, 2023).
 August 27, 2026
Page 3
8.     See our last comment above. We note that condition (g)(ii) on page 17
may be triggered
          regardless of the circumstances (including any action or omission by
us).    Please revise
       this condition to remove the reference to any action or omission by
Magna.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
       Please direct any questions to Shane Callaghan at 202-551-6977.

                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Mergers
& Acquisitions
</TEXT>
</DOCUMENT>

<DOCUMENT>
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<TEXT>
 May 1, 2026

Anuj Sethi
Chief Financial Officer
Yatra Online, Inc.
Gulf Adiba, Plot No. 272
4th Floor, Udyog Vihar, Phase II
Sector 20, Gurugram-122008
Haryana, India

 Re: Yatra Online, Inc.
 Form 20-F for the fiscal year ended March 31, 2025
 Filed July 31, 2025
 File No. 001-37968
Dear Anuj Sethi:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April
24, 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 follow-up letter dated April 13, 2026 addressed to Mr. Anuj Sethi (the "Comment Letter"),
following the Staff's initial letter dated March 23, 2026.

 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

 Certain
Non-IFRS Measures

 Reconciliation
of Adjusted (Loss)/Profit, page 112

 1.
 We
note your response to comment 3. Question 102.11 of the Corporation Finance Interpretations on Non-GAAP Financial Measures prohibits
adjustments to arrive at a non-GAAP measure to be shown net of taxes. We also note the adjustment for the impact of taxes should only
represent tax amounts that impact non-GAAP adjustments, not the entire income tax provision. Additionally, your reconciliation begins
with profit/(loss) for the period "before taxes" (as per IFRS) rather than profit/(loss) for the period (as per IFRS), as
labeled. Please revise your disclosure to comply with these considerations in your filings.

 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 comply with the above considerations beginning with the 2026 20-F. In the tables
below, the Company has removed the adjustment for "impairment of loan to joint venture" because it is not applicable to the
periods presented.

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

 (Amount in thousands)
 2024
 2025
 2026

 Profit/(Loss) for the period (as per IFRS)
 (366,505 )
 23,501

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

 Listing and related expenses
 54,238
 -

 Tax impact of non-IFRS adjustments*
 -
 -

 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

 Listing and related expenses
 0.56
 -

 Tax impact of non-IFRS adjustments*
 -
 -

 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

 Listing and related expenses
 0.56
 -

 Tax impact of non-IFRS adjustments*
 -
 -

 Adjusted Diluted loss Per Share
 (2.56 )
 (0.34 )

 *
Non-IFRS adjustments, such as employee share-based compensation and listing expenses, are tax-effected using the statutory rates of the
jurisdictions in which they arise. The employee share-based compensation and listing expenses adjustments are attributable to a Company
subsidiary that currently has a nil tax liability. Accordingly, no income tax adjustment is required for these items.

 *
* * * *

 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

<DOCUMENT>
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<TEXT>
 April 13, 2026

Anuj Sethi
Chief Financial Officer
Yatra Online, Inc.
Gulf Adiba, Plot No. 272
4th Floor, Udyog Vihar, Phase II
Sector 20, Gurugram-122008
Haryana, India

 Re: Yatra Online, Inc.
 Form 20-F for the fiscal year ended March 31, 2025
 Filed July 31, 2025
 Reponse dated
 File No. 001-37968
Dear Anuj Sethi:

 We have reviewed your April 6, 2026 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments. Unless
we note otherwise, any references to prior comments are to comments in our
March 23, 2026
letter.

Form 20-F for the fiscal year ended March 31, 2025
Item 5. Operating and Financial Review and Prospects
Certain Non-IFRS Measures
Reconciliation of Adjusted (Loss)/Profit, page 112

1. We note your response to comment 3. Question 102.11 of the Corporation
Finance
 Interpretations on Non-GAAP Financial Measures prohibits adjustments to
arrive at a
 non-GAAP measure to be shown net of taxes. We also note the adjustment
for the impact
 of taxes should only represent tax amounts that impact non-GAAP
adjustments, not the
 entire income tax provision. Additionally, your reconciliation begins
with profit/(loss)
 for the period "before taxes" (as per IFRS) rather than profit/(loss)
for the period (as per
 April 13, 2026
Page 2

 IFRS), as labeled. Please revise your disclosure to comply with these
considerations in
 your filings.
 Please contact Brian McAllister at 202-551-3341 or Kimberly Calder at
202-551-3701 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

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

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 March 23, 2026

Anuj Sethi
Chief Financial Officer
Yatra Online, Inc.
Gulf Adiba, Plot No. 272
4th Floor, Udyog Vihar, Phase II
Sector 20, Gurugram-122008
Haryana, India

 Re: Yatra Online, Inc.
 Form 20-F for the fiscal year ended March 31, 2025
 Filed July 31, 2025
 File No. 001-37968
Dear Anuj Sethi:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the fiscal year ended March 31, 2025
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 %.
 March 23, 2026
Page 2
Results from Operations, page 99

2. We refer to your discussions of Adjusted EBTIDA 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.
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.

 In closing, 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.

 Please contact Brian McAllister at 202-551-3341 or Kimberly Calder at
202-551-3701
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 10, 2023
Rohan Mittal
Chief Financial Officer
Yatra Online, Inc.
Gulf Adiba, Plot No. 272
4th Floor, Udyog Vihar, Phase-II
Sector-20, Gurugram - 122008
Haryana , India
Re:Yatra Online, Inc.
Form 20-F for the Fiscal Year Ended March 31, 2022
Filed August 1, 2022
File No. 001-37968
Dear Rohan Mittal:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

    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

CORRESP
1
filename1.htm

    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

July
20, 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 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, as set forth in your letter dated March 15, 2023
and letter dated June 23, 2023 addressed to Mr. Anuj Kumar Sethi, Principal Financial Officer of the Company (the “Comment Letter”).

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.

RESPONSE:

As
previously explained in our response letter dated April 5, 2023, we evaluate our financial performance based on Adjusted Revenue, which
represents IFRS revenue and other income after deducting service cost and adding back the expenses in the nature of customer promotional
expenses, which had been reduced from revenue, as we believe that Adjusted Revenue provides investors with useful supplemental information
about the financial performance of our business and more accurately reflects the true value addition of the travel services that we provide
to our customers.

Ms.
Lam and Mr. Lo

Division
of Corporation Finance

July
20, 2023

Page
2

We
considered Questions 104.01 and 104.02 of the Non-GAAP Financial and noted that Non-GAAP financial measures do not include financial
measures that are required to be disclosed by GAAP. In this respect the Company respectfully submits that Segment results (i.e., segment
revenue which is inclusive of promotion expenses and less service cost) as disclosed in the financial statements is the measure used
by the chief operating decision maker (“CODM”) for the review of the financial performance of the operating segments, and
to make decisions about resources to be allocated to the segments. Accordingly, the Company respectfully submits that the disclosure
in the financial statements is consistent with the existing review process of the financial performance of its operating segments by
the CODM and is in compliance with IFRS 8.

The
measure of Adjusted revenue (i.e. Non-GAAP measure) outside of the foot notes to the financial statement is similar to the measures used
to determine Segment results under segment information in the footnotes to the financial statements. There is, however, one difference
where “Other income’ is added to the total column in determination of Adjusted revenue. Other income, while not included
in the computation of Segment results, it is separately identified in the segment information in the foot notes to the financial statements.
We have noted this inconsistency and going forward in order to make Adjusted revenue measure consistent with Segment results, we will
amend calculation of Adjusted revenue by removing ‘Other income’ from total column. Further, to ensure alignment and consistency
we will revise the nomenclatures pertaining to Segment results and Adjusted revenue and going forward refer both of them as ‘Adjusted
margin’.

The
Company has considered Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretation and taking into consideration
the details enumerated above, respectfully submits going forward the suggested revisions will be made in the disclosures and hence the
proposed disclosure outside of the foot notes to the financial statements will not substitute individually tailored revenue recognition
and measurement methods for those of IFRS.

 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:

We
noted that disclosure of reportable segments as per Note 5 to the foot notes to the financial statements for the year ended Mach 31,
2022 is consistent with the manner in which Company’s chief operating decision maker (CODM) reviews the operating results and makes
decisions about resources to be allocated to the segments assesses their performance.

As
discussed in our response to your comment 1, the measure of Adjusted revenue (i.e. Non-GAAP measure) outside of the foot notes to the
financial statement is similar to the measures used to determine Segment results under segment information in the footnotes to the financial
statements. There is, however, one difference where “Other income’ is added to the total column in determination of Adjusted
revenue. Other income, while not included in the computation of Segment results, it is separately identified in the segment information
in the foot notes to the financial statements. We have noted this inconsistency and going forward in order to make Adjusted revenue measure
consistent with Segment results, we will amend calculation of Adjusted revenue by removing ‘Other income’ from total column.
Further, to ensure alignment and consistency we will revise the nomenclatures pertaining to Segment results and Adjusted revenue and
going forward refer both of them as ‘Adjusted margin’.

The
revisions enumerated above will going forward address the requirements of Questions 104.01 and 104.02 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.

Ms.
Lam and Mr. Lo

Division
of Corporation Finance

July
20, 2023

Page
3

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 submits that, we earned the revenue from external customers only which includes commissions and incentives from
vendors and service charges collected from end customers for the bookings done through our various sales channels. There were no inter-segment
revenue during the year ended March 31, 2022, March 31, 2021 and March 31, 2020.

The
Company respectfully submits that, the Company will include an explanation in note 5 “Segment Information” to the foot notes
to the financial statements, that the revenue earned by the company comprise of “revenue from external customers” only.

 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 submits that, the Company has three reportable segments: Air Ticketing, Hotels and Packages and Other Services only.
In accordance with IFRS 8 paragraph 16, information about other business activities and operating segments that are not reportable are
combined and disclosed in “Others” section. This primarily includes advertisement income from hosting advertisements on our
internet web-sites, income from sale of coupons and vouchers and income from facilitating website access to travel insurance companies.
The operations do not meet any of the quantitative thresholds to be a reportable segment for any of the periods presented in these consolidated
financial statements

We
respectfully submit that in order to bring more clarity, we will update the disclosure by amending the nomenclature of ‘Others’
to ‘All other segments’ including specific reference against ‘All other segments’ where detailed explanations
are provided in the foot notes to the financial statements.

 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:

As
mentioned in our response to Comment 1 and Comment 2, we will revise the nomenclature of “Segment results” to “Adjusted
Margin”. This will clearly distinguish it from “Results from Operations” as presented in the consolidated financial
statements.

Ms.
Lam and Mr. Lo

Division
of Corporation Finance

July
20, 2023

Page
4

 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 identify and describe all material reconciling
                                            items. Refer to IFRS 8 paragraph 28.

RESPONSE:

The
Company respectfully submits that we will update the disclosure on Information about reportable segments and further disaggregate unallocated
expenses and other material reconciling items in accordance with IFRS 8 paragraph 28.

 7. We
                                            note your presentation of the subtotal “Operating loss (before depreciation, amortization,
                                            impairment of goodwill and impairment of loan to joint venture)” in your Information
                                            about Reportable Segments reconciliation table. Please remove this non-IFRS measure from
                                            your segment reconciliation. Refer to IFRS 8 paragraph 28(b).

RESPONSE:

The
Company respectfully submits that we will remove the presentation of “Operating loss (before depreciation, amortization, impairment
of goodwill and impairment of loan to joint venture)” from Information about Reportable Segments.

*
* * * *

If
you should have any questions or would like further information concerning the Company’s responses to the Comment Letter, please
do not hesitate to contact the undersigned at (617) 570-1067.

Sincerely,

  /s/ Jocelyn M. Arel

  Jocelyn M. Arel

cc: Dhruv
                                            Shringi, Chief Executive Officer, Yatra Online Inc.

                                                                                Rohan
                                            Mittal, Chief Financial Officer, Yatra Online Inc.

CORRESP
1
filename1.htm

The
information contained in this document is preliminary and is solely intended to facilitate the review with respect to the comments received
from the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

Yatra
Online, Inc.

Notes
to the consolidated financial statements for the period ended March 31, 2023

(Amount
in INR thousands, except per share data and number of shares)

5.
Segment information

For
management purposes, the Group is organized into lines of business (LOBs) based on its products and services and has three
reportable segments as mentioned below. The LOBs offer different products and services, and are managed separately because
the nature of products and/ or methods used to distribute the services are different. For
each of these LOBs, the Chief Executive Officer (CEO) reviews internal management reports
and . Accordingly, the Chief Executive Officer (CEO) is construed to be
the Chief Operating Decision Maker (CODM). Segment revenue (determed as revenue as per IFRS plus customer
inducement and acquisition costs) and adjusted margin (determined as segment revenue less service cost)
from each LOB’s are reported and reviewed by the CODM on a monthly basis. Both Segment
Revenue and Adjusted margin are non-GAAP measures used by the CODM in deciding how to allocate resources and in assessing performance.

The
following summary describes the operations in each of the Group’s reportable segments:

1.
Air Ticketing: Through internet, mobile based platform and call-centers, the Group provides the facility to book and service international
and domestic air tickets to ultimate customers through B2C (Business to Consumer), Business to Enterprise (B2E) and B2B2C (Business to
Business to Consumer) channels. All these channels share similar characteristics as they are engaged in facilitation of booking of air
tickets. Management believes that it is appropriate to aggregate these channels as one reporting segment due to the similarities in the
nature of business.

2.
Hotels and Packages: Through an internet and mobile based platform and call-centers, the group provides holiday packages and hotel reservations.
For internal reporting purpose, the revenue related to Airline Ticketing issued as a component of group developed holiday package is
assigned to Hotel and Package segment and is recorded on a gross basis. The hotel reservations form integral part of the holiday packages
and, accordingly, management believes that it is appropriate to aggregate these services as one reportable segment due to similarities
in the nature of services.

3.
Other services primarily include the income from sale of rail and bus tickets and income from freight forwarding services. The Other
services do not meet any of the quantitative thresholds to be a reportable segment for any of the periods presented in these consolidated
financial statements. However, management has considered this as the reportable segment and disclosed it separately, since the management
believes that information about the segment would be useful to users of the consolidated financial statements.

4.
Other operations primarily include the advertisement income from hosting advertisements on our internet web-sites, income from sale of
coupons and vouchers and income from facilitating website access to travel insurance companies. The operations do not meet any of the
quantitative thresholds to be a reportable segment for any of the periods presented in these consolidated financial statements and therefore
reported under “All other segments”.

Until
June 30, 2021, for internal reporting purposes, Other Services was included under “All other segments”. Effective July 1,
2021, the Company has changed the composition of its operating segments which has resulted in “Other Services” segment now
being reported as one of the reportable segments. Following this change in the composition of its reportable segments, the Company has
restated the corresponding items of segment information for earlier periods.

Information about Reportable Segments:

    Reportable
    segments

    Air
    Ticketing
    Hotels
    and Packages
    Other
    Services
    All
    other segments**
    Total

    March
    31   March
                                            31
    March
    31   March
                                            31
    March
    31

     Particulars
    2021
    2022
    2023
    2021
    2022
    2023
    2021
    2022
    2023
    2021
    2022
    2023
    2021
    2022
    2023

    Segment revenue*
      1,487,465
      2,211,074
      4,335,292
      372,806
      758,435
      1,735,025
      47,178
      161,504
      177,685
      173,406
      171,984
      421,717
      2,080,855
      3,302,997
      6,669,719

    Service cost
      -
      -
      -
      (22,276 )
      (159,284 )
      (669,099 )
      -
      -
      -
      -
      -
      -
      (22,276 )
      (159,284 )
      (669,099 )

    Adjusted Margin
      1,487,465
      2,211,074
      4,335,292
      350,530
      599,151
      1,065,926
      47,178
      161,504
      177,685
      173,406
      171,984
      421,717
      2,058,579
      3,143,713
      6,000,620

    Other income

      132,045
      158,648
      152,520

    Customer inducement
    and acquisition costs(recorded as a reduction of revenue)***

      (809,587 )
      (1,313,621 )
      (2,842,455 )

    Personnel expenses

      (778,915 )
      (1,021,881 )
      (1,148,434 )

    Marketing and sales
    promotion expenses

      (79,584 )
      (124,147 )
      (336,472 )

    Other operating expenses

      (978,315 )
      (893,313 )
      (1,554,963 )

    Depreciation and amortization

      (749,480 )
      (308,153 )
      (190,152 )

    Impairment of goodwill

      (264,909 )
      -
      -

    Impairment of loan to joint venture

      -
      (72,719 )
      (1,000 )

    Share of loss of joint venture

      (3,962 )
      41,616
      -

    Finance income

      81,604
      47,816
      28,944

    Finance cost

      (117,252 )
      (100,453 )
      (326,399 )

    Listing and related expenses

      -
      (55,818 )
      (23,591 )

    Change in fair value of warrants gain

      378,994
      32,756
      -

    Loss before taxes

      (1,130,782 )
      (465,556 )
      (241,383 )

    Tax expense

      (64,096 )
      (16,906 )
      (46,788 )

    Loss for the period

      (1,194,878 )
      (482,462 )
      (288,172 )

      (1,194,878 )
      (482,462 )
      (288,172 )

*There
were no inter-segment revenue during the year ended March 31, 2022, March 31, 2021 and March 31, 2020. This amount constitues of ‘revenue
from external customer’ and customer inducement and acquisition costs, for details refer below table on ‘Reconciliation of
information on Reportable Segments to IFRS measures’.

**Primarily
includes the advertisement income from hosting advertisements on our internet web-sites, income from sale of coupons and vouchers and
income from facilitating website access to travel insurance companies. The operations do not meet any of the quantitative thresholds
to be a reportable segment for any of the periods presented in these consolidated financial statements and therefore reported under “All
other segments”.

Assets and liabilities are not identified to any reportable segments, since the Group uses them interchangeably across segments and, consequently, the Management believes that it is not practicable to provide segment disclosures relating to total assets and liabilities.

Reconciliation of information on Reportable Segments to
IFRS measures:

    Air
    Ticketing
    Hotels
    and Packages
    Other
    Services
    Others
    Total

    March
    31
    March
    31
    March
    31
    March
    31
    March
    31

    Particulars
    2021
    2022
    2023
    2021
    2022
    2023
    2021
    2022
    2023
    2021
    2022
    2023
    2021
    2022
    2023

    Segment
    revenue
      1,487,465
      2,211,074
      4,335,292
      372,806
      758,435
      1,735,025
      47,178
      161,504
      177,685
      173,406
      171,984
      421,717
      2,080,855
      3,302,997
      6,669,719

    Less:
    customer inducement and acquisition costs***
      (594,426 )
      (1,060,600 )
      (2,555,320 )
      (199,409 )
      (237,695 )
      (263,756 )
      (15,752 )
      (15,326 )
      (23,380 )
      -
      -
      -
      (809,587 )
      (1,313,621 )
      (2,842,455 )

    Revenue
    as per IFRS
      893,039
      1,150,474
      1,779,972
      173,397
      520,740
      1,471,270
      31,426
      146,178
      154,305
      173,406
      171,984
      421,717
      1,271,268
      1,989,376
      3,827,264

Notes:
***For purposes of reporting to the CODM, certain promotion expenses including upfront cash incentives, loyalty programs costs for customer
inducement and acquisition costs for promoting transactions across various booking platforms, which are reported as a reduction of revenue,
are added back to the respective segment revenue lines and marketing and sales promotion expenses. For reporting in accordance with IFRS,
such expenses are recorded as a reduction from the respective revenue lines. Therefore,
the reclassification excludes these expenses from the respective segment revenue lines and adds them to the marketing and sales promotion
expenses.

Geographical
Information:

Given that Company’s products and services are available on a technology platform to customers globally, consequently, the necessary information to track accurate geographical location of customers is not available.

Non-current
assets are disclosed based on respective physical location of the assets

    Non Current Assets*

    March 31, 2022

    March
31, 2023

    India
      1,003,868
      1,025,568

    Others
      98
      -

    Total
      1,003,966
      1,025,568

* Non-current assets presented
above represent property, plant and equipment, right-of-use assets and intangible assets and goodwill.

Major
Customers:

Considering the nature of business, customers normally include individuals and business enterprises. Further, none of the corporate and other customers account for more than 10% or more of the Group’s revenues.

The
information contained in this document is preliminary and is solely intended to facilitate the review with respect to the comments received
from the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

Old
Disclosure

    Air
    Ticketing
    Hotels
    and Packages
    Other
    Services
    Others
    Total

    Three
    months ended March 31,

    Amount in INR thousands
    (Unaudited)
    2022
    2023
    2022
    2023
    2022
    2023
    2022
    2023
    2022
    2023

    Revenue
      1,150,474
      1,779,972
      520,740
      1,471,270
      146,178
      154,305
      171,984
      421,718
      1,989,376
      3,827,265

    Add: Customer promotional expenses
      1,060,600
      2,555,320
      237,695
      263,756
      15,326
      23,380
      -
      -
      1,313,621
      2,842,456

    Service cost
      -
      -
      -159,284
      -669,098
      -
      -
      -
      -
      -159,284
      -669,098

    Other income
      -
      -
      -
      -
      -
      -
      -
      -
      158,648
      152,520

    Adjusted Revenue
      2,211,074
      4,335,292
      599,151
      1,065,928
      161,504
      177,685
      171,984
      421,718
      3,302,361
      6,153,143

Updated
Disclosure

    Air
    Ticketing
    Hotels
    and Packages
    Other
    Services
    All
    other segments**
    Total

    Three
    months ended March 31,

    Amount in INR thousands
    (Unaudited)
    2022
    2023
    2022
    2023
    2022
    2023
    2022
    2023
    2022
    2023

    Revenue
      1,150,474
      1,779,972
      520,740
      1,471,270
      146,178
      154,305
      171,984
      421,718
      1,989,376
      3,827,265

    Add: Customer promotional expenses
      1,060,600
      2,555,320
      237,695
      263,756
      15,326
      23,380
      -
      -
      1,313,621
      2,842,456

    Service cost
      -
      -
      -159,284
      -669,098
      -
      -
      -
      -
      -159,284
      -669,098

    Other
    income#
      -
      -
      -
      -
      -
      -
      -
      -
      -
      -

    Adjusted
    Margin
      2,211,074
      4,335,292
      599,151
      1,065,928
      161,504
      177,685
      171,984
      421,718
      3,143,713
      6,000,623

 # The company
proposes to remove this line item from the disclosure.

United States securities and exchange commission logo
June 23, 2023
Anuj Kumar Sethi
Principal Financial Officer
Yatra Online, Inc.
Gulf Adiba, Plot No. 272
4th Floor, Udyog Vihar, Phase-II
Sector-20, Gurugram - 122008
Haryana , India
Re:Yatra Online, Inc.
Form 20-F for the Fiscal Year Ended March 31, 2022
Response dated April 5, 2023
File No. 001-37968
Dear Anuj Kumar Sethi:
            We have reviewed your April 5, 2023 response to our comment letter and have the
following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 15, 2023 letter.
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

 FirstName LastNameAnuj Kumar Sethi
 Comapany NameYatra Online, Inc.
 June 23, 2023 Page 2
 FirstName LastNameAnuj Kumar Sethi
Yatra Online, Inc.
June 23, 2023
Page 2
revenue recognition and measurement methods for those of IFRS or revise your disclosure
to remove this measure.
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.
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).
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.
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.
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 identify and describe all
material reconciling items.  Refer to IFRS 8 paragraph 28.
7.We note your presentation of the subtotal “Operating loss (before depreciation,
amortization, impairment of goodwill and impairment of loan to joint venture)” in your
Information about Reportable Segments reconciliation table.  Please remove this non-
IFRS measure from your segment reconciliation. Refer to IFRS 8 paragraph 28(b).

 FirstName LastNameAnuj Kumar Sethi
 Comapany NameYatra Online, Inc.
 June 23, 2023 Page 3
 FirstName LastName
Anuj Kumar Sethi
Yatra Online, Inc.
June 23, 2023
Page 3
            You may contact Joanna Lam, Staff Accountant, at 202-551-3476 or Steve Lo, Staff
Accountant, at 202-551-3394 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

    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

April
5, 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 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, as set forth in your letter dated March 15, 2023
addressed to Mr. Anuj Kumar Sethi, Principal Financial Officer of the Company (the “Comment Letter”).

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 you present the non-GAAP measure, Adjusted Revenue, for each of your segments and in
                                            total and that it is derived by adding customer promotional expenses to revenue and subtracting
                                            service cost related to your Hotels and Packages Segment. Please address the following points:

 ● As
                                            it appears the adjustments to calculate Adjusted Revenue have the effect of presenting revenue
                                            on a basis other than IFRS, tell us how you considered Question 100.04 of the Non-GAAP Financial
                                            Measures Compliance and Disclosure Interpretations and concluded that Adjusted Revenue does
                                            not substitute individually tailored revenue recognition and measurement methods for those
                                            of IFRS;

 ● Tell
                                            us why service cost is deducted from revenue to arrive at a non-IFRS measure of revenue.
                                            In this regard, we note that Adjusted Revenue does not appear to be a measure of revenue
                                            as it contemplates a non-revenue line item in the calculation.

Ms. Lam and Mr. Lo

Division of Corporation Finance

April 5, 2023

Page 2

RESPONSE:
As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross”
basis, we evaluate our financial performance based on Adjusted Revenue, which is a non-IFRS measure.

We
evaluate our financial performance based on Adjusted Revenue, which represents IFRS revenue and other income after deducting service
cost and adding back the expenses in the nature of customer promotional expenses, which had been reduced from revenue, as we believe
that Adjusted Revenue provides investors with useful supplemental information about the financial performance of our business and more
accurately reflects the true value addition of the travel services that we provide to our customers.

The
presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our consolidated financial
results prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board.

The
Company earns a majority of its revenue in the air ticketing, hotels and other services, where it predominantly acts as an agent of the
airlines, hotels and other operators. The airlines or the hotels or the other service providers provide the eventual service on such
bookings while the Company facilitates the transaction for a commission and does not assume any performance obligation relating to the
service and only acts as an agent. Therefore, income from the sale of airline tickets, hotel room nights and other services is recognized
on a net commission earned basis.

In
the Packages business, the Company creates packages by bundling air tickets, hotel room nights and other travel services which are then
offered as “Holiday packages” and therefore, the Company acts as the primary obligor for such packages as it controls the
services before such services are transferred to the traveller. Accordingly, in case of Holiday packages only, revenue is accounted for
on a “gross basis”. The amount collected from the customer is reflected as revenue on a gross basis, and the amount paid
to the various vendors whose services are utilized is reflected as “service cost”. Service cost includes amount paid/payable
to hotel and package suppliers for the acquisition of relevant services and products for sale to customers and includes the procurement
cost of hotel rooms and other services and other cost of providing services. The revenue from rendering of these services is recognized
in the ‘consolidated statement of profit or loss and other comprehensive loss’ on the completion of respective tours.

Ms. Lam and Mr. Lo

Division of Corporation Finance

April 5, 2023

Page 3

The
Company respectfully submits that only in relation to its Packages business the revenue and expenses are recorded on a ‘gross basis’
while for all other businesses its recorded on a ‘net basis’ as per IFRS 15.

The
manner in which the Company predominantly does its business, is as an agent. Accordingly, we believe that the Adjusted Revenue which
is calculated on a “net” basis provides investors with an appropriate representation of the financial performance of our
business and more accurately reflects the value addition of the travel services that we provide to our customers. Therefore, in order
to harmonise Adjusted Revenue across segments, the Company respectfully submits that deduction of service cost in relation to the Packages
business is appropriate which aligns with the manner in which the Company does its business as an agent.

The
Company also believes that the presentation of Adjusted Revenue provides investors with an appropriate metric to assist their evaluation
of the Company’s operating performance, both as a whole and those of its business segments, in comparison to the operating performance
of its peers. Further, our industry peers that operate in a similar environment and have a similar business model as the Company, also
disclose similar non-IFRS measures to reflect the agency nature of the business inherent in the business model. Accordingly, the Company
believes that this non-IFRS measure is a commonly used metric among the investors and analysts to compare the Company’s results
with its peers in the travel industry.

The
Company has considered Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretation and taking into consideration
the details enumerated above, respectfully submits that adjustments to calculate Adjusted Revenue do not have the effect of accelerating
revenue recognition or substituting individually tailored revenue recognition and measurement methods for those of IFRS, as it aligns
with the manner in which the Company does its business as an agent.

Notes
to the Consolidated Financial Statements

5.
Segment Information, page F-28

 2. We
                                            note you disclose “segment revenue” for the purpose of presenting your “segment
                                            results”, which appears to be your measure of segment profit or loss under IFRS 8.
                                            Please address the following points:

 ● Confirm
                                            that segment results is your measure of segment profit or loss;

 ● Provide
                                            us your basis under IFRS 8 to support your presentation of segment revenue. In this regard,
                                            we note that in determining segment revenue, you exclude promotional expenses that are recorded
                                            as a reduction of revenue under IFRS 15.

Ms. Lam and Mr. Lo

Division
of Corporation Finance

April 5, 2023

Page 4

RESPONSE:

The
Company has three reportable segments: air ticketing, hotels and packages and other services.

The
Company respectfully submits that Segment results (i.e., segment revenue less service cost) as disclosed in the financial statements
is the measure used by the chief operating decision maker (“CODM”) for the review of the financial performance of the operating
segments, and to make decisions about resources to be allocated to the segments. Accordingly, the Company respectfully submits that the
disclosure in the financial statements is consistent with the existing review process of the financial performance of its operating segments
by the CODM and is in compliance with IFRS 8.

As
per Para 25 of IFRS 8, the amount of each segment item reported shall be the measure reported to the CODM for the purposes of making
decisions about allocating resources to the segment and assessing its performance. Para 28 of IFRS 8 requires an entity to provide reconciliations
of the total of the reportable segment revenues to the entity’s revenue. Further, Para 28 states that, all material reconciling
items shall be separately identified and described; for example, the amount of each material adjustment needed to reconcile reportable
segment profit or loss to the entity’s profit or loss arising from different accounting policies shall be separately identified
and described.

As
required by Para 28, the Company provides a reconciliation of the reportable Segment Revenue to the Company’s Revenue, the reconciling
item being customer inducement and acquisition costs for each reportable segment, which are reported as a reduction of revenue under
IFRS 15. These expenses are added back in the segment disclosures to the respective segment revenue lines to comply with the requirements
of IFRS 8 as discussed above. Accordingly, the Company respectfully submits that the disclosure in the financial statements is in compliance
with IFRS 8.

*
* * * *

Ms. Lam and Mr. Lo

Division
of Corporation Finance

April 5, 2023

Page 5

If
you should have any questions or would like further information concerning the Company’s responses to the Comment Letter, please
do not hesitate to contact the undersigned at (617) 570-1067.

    Sincerely,

    /s/
    Jocelyn M. Arel

    Jocelyn
    M. Arel

cc: Dhruv
                                            Shringi, Chief Executive Officer, Yatra Online Inc.

  Anuj
Kumar Sethi, Principal Financial Officer, Yatra Online Inc.

CORRESP
1
filename1.htm

YATRA
ONLINE, INC.

Maples
Corporate Services Limited, PO Box-309, Ugland House,

Grand
Cayman, KY1-1104 Cayman Island

March
29, 2023

VIA
EDGAR

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:

Yatra
Online, Inc. (the “Company”) acknowledges receipt of your comment letter dated March 15, 2023 (the “Comment Letter”)
with respect to the Company’s Form 20-F for the fiscal year ended March 31, 2022. As discussed telephonically on March 28, 2023,
the Company respectfully requests an extension until April 10, 2023 to respond to the Comment Letter in order to provide sufficient time
for the Company to prepare the necessary response. The Company is committed to responding to the Comment Letter and intends to provide
a response to the Staff of the Securities and Exchange Commission no later than April 10, 2023. If you have any questions relating to
the foregoing, please do not hesitate to contact Sne Sadhu of Goodwin Procter LLP at (480) 453-6247. We are grateful for the Staff’s
accommodation in this matter.

Sincerely,

/s/
Dhruv Shringi

Dhruv
Shringi

Chief
Executive Officer

Yatra
Online, Inc.

United States securities and exchange commission logo
March 15, 2023
Anuj Kumar Sethi
Principal Financial Officer
Yatra Online, Inc.
Gulf Adiba, Plot No. 272
4th Floor, Udyog Vihar, Phase-II
Sector-20, Gurugram - 122008
Haryana , India
Re:Yatra Online, Inc.
Form 20-F for the Fiscal Year Ended March 31, 2022
Filed August 1, 2022
File No. 001-37968
Dear Anuj Kumar Sethi:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended March 31, 2022
Certain Non-IFRS Measures, page 115
1.We note you present the non-GAAP measure, Adjusted Revenue, for each of your
segments and in total and that it is derived by adding customer promotional expenses to
revenue and subtracting service cost related to your Hotels and Packages Segment.  Please
address the following points:

•As it appears the adjustments to calculate Adjusted Revenue have the effect of
presenting revenue on a basis other than IFRS, tell us how you considered Question
100.04 of the Non-GAAP Financial Measures Compliance and Disclosure
Interpretations and concluded that Adjusted Revenue does not substitute individually
tailored revenue recognition and measurement methods for those of IFRS;

 FirstName LastNameAnuj Kumar Sethi
 Comapany NameYatra Online, Inc.
 March 15, 2023 Page 2
 FirstName LastName
Anuj Kumar Sethi
Yatra Online, Inc.
March 15, 2023
Page 2

•Tell us why service cost is deducted from revenue to arrive at a non-IFRS measure of
revenue.  In this regard, we note that Adjusted Revenue does not appear to be a
measure of revenue as it contemplates a non-revenue line item in the calculation.
Notes to the Consolidated Financial Statements
5. Segment Information, page F-28
2.We note you disclose “segment revenue” for the purpose of presenting your “segment
results”, which appears to be your measure of segment profit or loss under IFRS 8.  Please
address the following points:

•Confirm that segment results is your measure of segment profit or loss;

•Provide us your basis under IFRS 8 to support your presentation of segment revenue.
In this regard, we note that in determining segment revenue, you exclude promotional
expenses that are recorded as a reduction of revenue under IFRS15.
            In closing, 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.
            You may contact Joanna Lam at 202-551-3476 or Steve Lo at 202-551-3394 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
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Yatra Online, Inc.

Gulf Adiba, Plot No. 272

4th Floor, Udyog Vihar, Phase-II

Sector-20, Gurugram-122008

Haryana, India

July 8, 2021

VIA EDGAR

United States Securities and Exchange Commission

Office of Energy & Transportation

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Liz Packebusch

Re: Yatra Online, Inc.

Acceleration Request for Registration Statement on Form F-3

File No. 333-256442

Dear Ms. Packebusch:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Yatra Online, Inc. (the “Company”) hereby requests that
the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated
to Monday, July 12, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin
Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration
request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please
orally confirm the event with our counsel, Goodwin Procter LLP by calling Jocelyn Arel at (617) 570-1067. We also respectfully request
that a copy of the written order from the Securities and Exchange Commission verifying the effective time and date of the Registration
Statement be sent to our counsel, Goodwin Procter LLP, Attention: Jocelyn M. Arel, by email to JArel@goodwinlaw.com.

If you have any questions regarding
this request, please contact Jocelyn M. Arel of Goodwin Procter LLP at (617) 570-1067.

    Sincerely,

    YATRA ONLINE, INC.

    /s/ Dhruv Shringi

    Dhruv Shringi

    Chief Executive Officer

    cc:
    Darpan Batra, Yatra Online, Inc.

    Jocelyn M. Arel, Goodwin Procter LLP

    Audrey Leigh, Goodwin Procter LLP

    2

United States securities and exchange commission logo
June 1, 2021
Dhruv Shringi
Chief Executive Officer
Yatra Online, Inc.
Gulf Adiba, Plot No. 272
4th Floor, Udyog Vihar, Phase-II
Sector-20, Gurugram-122008, Haryana, India
Re:Yatra Online, Inc.
Registration Statement on Form F-3
Filed May 24, 2021
File No. 333-256442
Dear Mr. Shringi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jocelyn M. Arel

CORRESP
1
filename1.htm

Yatra Online, Inc.

1101 03, 11th Floor, Tower B

Unitech Cyber Park

Sector 39, Gurgaon, Haryana 122002

India

VIA EDGAR AND FACSIMILE

May 22, 2018

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4720
 Attention: J. Nolan McWilliams and Julie Griffith

Re:                             Yatra Online, Inc.
  Acceleration Request for Registration Statement on Form F-3
 File No. 333-224661

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Yatra Online, Inc. (the “Company”) hereby requests that the effective date and time of the above-referenced registration statement (the “Registration Statement”) be accelerated to Thursday, May 24, 2018, at 9:00 a.m. Eastern Time, or as soon thereafter as possible, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Goodwin Procter LLP by calling Jocelyn Arel of Goodwin Procter LLP at (617) 570-1067. We also respectfully request that a copy of the written order from the U.S. Securities and Exchange Commission (the “Commission”) verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Jocelyn M. Arel, by email to JArel@goodwinlaw.com or by facsimile to (617) 321 4344.

In connection with the foregoing, the Company hereby acknowledges the following:

·                  should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

·                  the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

·                  the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this request, please contact Jocelyn M. Arel of Goodwin Procter LLP at (617) 570-1067.

Sincerely,

YATRA ONLINE, INC.

/s/ Dhruv Shringi

Dhruv Shringi

Chief Executive Officer

cc:

Alok Vaish, Yatra Online, Inc.

Jocelyn M. Arel, Yatra Online, Inc.

Michael J. Minahan, Goodwin   Procter LLP

Steven V. Bernard, Wilson   Sonsini Goodrich & Rosati, P.C.

Megan J. Baier, Wilson Sonsini   Goodrich & Rosati, P.C.

2

CORRESP
1
filename1.htm

Jocelyn M. Arel

Goodwin Procter LLP

+1 617 570 1067

100 Northern Avenue

jarel@goodwinlaw.com

Boston, MA 02210

goodwinlaw.com

+1 617 570 1000

May 17, 2018

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission
 Division of Corporation Finance - Office of Transportation and Leisure
 Mail Stop 3561
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Nolan McWilliams and Julie Griffith

Re:                             Yatra Online, Inc.
 Registration Statement on Form F-3
 Filed May 3, 2018
 File No. 333-224661

Dear Ms. Griffith and Mr. McWilliams :

This letter is submitted on behalf of Yatra Online, Inc. (the “Company”) in response to the comments 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 Registration Statement on Form F-3 (File No. 333-224661) filed with the Commission on May 3, 2018 (the “Registration Statement”), as set forth in your letter dated May 15, 2018 addressed to Mr. Dhruv Shringi, Chief Executive Officer of the Company (the “Comment Letter”).

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

The responses provided herein are based upon information provided to Goodwin Procter LLP by the Company. In addition to submitting this letter via EDGAR, we are sending via Federal Express two copies of this letter.

Ms. Griffith and Mr. McWilliams
 Division of Corporation Finance

May 17, 2018

Page 2

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.

RESPONSE: The Company is eligible to use Form F-3 under General Instruction I.B.1. based on the following. General Instruction I.B.1. contains three requirements: (1) the securities are being offered for cash by or on behalf of the Company, (2) the aggregate market value worldwide of the voting and non-voting common equity held by non-affiliates of the Company is the equivalent of $75 million or more, and (3) the financial statements included in the Registration Statement comply with Item 18 of Form 20-F. Following is our analysis of the Company’s eligibility to use Form F-3 pursuant to each of these requirements of General Instruction I.B.1. to Form F-3.

(1)         The securities are being offered for cash by or on behalf of the Company, as reflected in the cover page of the Registration Statement.

(2)         Pursuant to the Instruction to General Instruction I.B.1. to Form F-3, the aggregate market value of the Company’s outstanding voting and non-voting common equity may be computed by use of the price at which the Company’s common equity was last sold in the principal market for such common equity as of a date within 60 days prior to the date of filing. On March 24, 2018, the principal market for the Company’s ordinary shares was the Nasdaq Capital Market. On such date, the Nasdaq Capital Market reports that the price at which the Company’s common equity was last sold was $8.09.

The number of shares held by non-affiliates for purposes of General Instruction I.B.1. to Form F-3 may be any date within 60 days prior to the filing of the registration statement. See Securities Act Forms Compliance and Disclosure Interpretation Question 116.06. Based on information provided to us by the Company, the Company’s directors, officers, and the affiliates of the Company collectively held 9,066,603 ordinary shares of the Company and 3,159,375 Class F shares immediately exchangeable for 3,159,375 ordinary shares of the Company as of May 17, 2018. The computation of this number is illustrated by the following table, which sets forth information with respect to the holdings of our ordinary shares and Class F Shares as of May 17, 2018 by (i) each person who is known by us to beneficially own more than 10% of our ordinary shares; (ii) each of our officers and directors; (iii) entities related to our directors; and (iv) all of our officers and directors as a group. We have made the below computation based on our total outstanding ordinary shares, Class A Shares and Class F Shares in the aggregate.  Our Class A shares and Class F Shares are immediately exchangeable on a one-for-one basis into our ordinary shares at the request of the holders.

Ms. Griffith and Mr. McWilliams
 Division of Corporation Finance

May 17, 2018

Page 3

Name of Owner

Office, if any

Title of Class

Amount and Nature
   of Holdings

% of Common
   Equity(1)

Directors   and Officers

Dhruv Shringi

Chief Executive Officer and Director

Ordinary Shares

469,291

1.35

%

Alok Vaish

Chief Financial Officer

Ordinary Shares

69,102

*

Manish Amin

Chief Information Officer

Ordinary Shares

481,533

1.39

%

Sharat Dhall

Chief Operating Officer, B2C

Ordinary Shares

45,680

*

Himanshu Verma

Chief Technology Officer

Ordinary Shares

12,067

*

Akash Poddar

Chief Operating Officer, B2B

Ordinary Shares

15,647

*

Satvinder Singh Sodhi

Chief Operating Officer, Corporate Travel, and Head   of Industry Relations

Ordinary Shares

10,448

*

Sudhir Kumar Sethi

Chairman of the Board and Director

Ordinary Shares

—

—

Murlidhara Lakshmikantha Kadaba

Director

Ordinary Shares

—

—

Sanjay Arora

Director

Ordinary Shares

200

*

Sean Aggarwal

Director

Ordinary Shares

—

—

All directors and officers

1,103,968

3.18

%

10%   Security Holders and Entities affiliated with Directors

E 18 Limited and   Capital 18 Fincap Private Limited(2)

Ordinary Shares

2,496,165

7.20

%

IDG Ventures India Fund II LLC and Pandara Trust   Scheme I(3)

Ordinary Shares

1,151,115

3.32

%

Macquarie   Corporate Holdings Pty Limited(4)

Ordinary Shares and Class F Shares

3,385,136

9.76

%

Nathan Leight   and affiliated entities(5)

Ordinary Shares and Class F Shares

3,946,939

11.38

%

Noyac Path, LLC

Class F Shares

58,593

*

Periscope, LLC

Class F Shares

39,062

*

George Brokaw

Class F Shares

15,000

*

Jonathan Kagan

Class F Shares

15,000

*

Victor Mendleson

Class F Shares

15,000

*

All   persons and entities named above as a group

12,225,978

35.13

%

*                       Less than 1%

(1)               As of May 17, 2018, a total of 29,118,574 of the Company’s ordinary shares and 3,159,375 Class F Shares as of May 17, 2018 were outstanding according to the records of the Company’s transfer agent. Additionally, as of May 17, 2018, 2,392,168 Class A shares of the Company were outstanding, according to the records of the Company.

(2)               Consists of 1,926,397 ordinary shares held by E 18 Limited and 569,768 ordinary shares issuable upon swap of ordinary shares of Yatra Online Private Limited held by Capital18 Fincap Private Limited (together, the “E-18 Entities”). Network18 Media & Investments Limited, a company registered in India is the holding company of the E-18 Entities.

(3)               Consists of 978,481 ordinary shares held by IDG Ventures India Fund II LLC and 172,634 ordinary shares issuable upon swap of ordinary shares of Yatra Online Private Limited held by Pandara Trust Scheme I.

(4)               Consists of (i) 324,355 ordinary shares held by Macquarie Corporate Holdings Pty Limited and (ii) 2,000,000 ordinary shares and 1,060,781 Class F shares held by MIHI LLC. MIHI LLC is an affiliate of Macquarie and Macquarie Capital. Macquarie Group Limited is the ultimate indirect parent of each of Macquarie Corporate Holdings Pty. Limited and MIHI LLC and may be deemed to beneficially own the company’s shares held by them.

(5)               Represents (i) 395,000 ordinary shares and 1,955,939 Class F shares held by Apple Orange LLC, Terrapin Partners Employee Partnership 3, LLC and Terrapin Partners Green Employee Partnership LLC; (ii) 557,500 ordinary shares held by the Leight Family 1998 Irrevocable Trust; (iv) 550,000 ordinary shares held by Argyle Investors LLC; (v) 327,000 ordinary shares held by Candlemaker Partners LLLP; (vi) 158,500 ordinary shares held by We Deserve Better, LLC; and (vii) 3,000 ordinary shares held directly by Nathan Leight. Mr. Leight may be deemed to be the beneficial owner of the following securities: (i) as the sole managing member of Apple Orange LLC, 395,000 ordinary shares; (ii) as the sole managing member of We Deserve Better, LLC, 158,500 ordinary shares; (iii) as the sole managing member of the general partner of Candlemaker Partners, LLLP, 327,000 ordinary shares; (iv) as the spouse of Elizabeth Leight, who is the trustee of the Leight Family 1998 Irrevocable Trust, 557,500 ordinary shares; and (v) as the spouse of Elizabeth Leight, who is the trustee of the Leight Family 1998 Irrevocable Trust, which is the sole managing member of Argyle Investors, LLC, 550,000 ordinary shares. Mr. Leight disclaims beneficial ownership over any such securities except to the extent of his respective pecuniary interest therein.

In light of the foregoing, the public float of the Company, including all of our outstanding Class A Shares and Class F Shares, which are immediately exchangeable into our ordinary shares at the request of the holder, was $278,401,040 as of April 24, 2018, which was within 60 days prior to the date of filing of the Registration Statement. The aggregate dollar amount of our public float held by affiliates was $98,174,604 as of April 24, 2018.  The remaining aggregate dollar amount of our public float, held by non-affiliates, was $180,226,436 as of April 24, 2018.  Therefore, the aggregate market value worldwide of the voting and non-voting common equity held by non-affiliates of the Company was the equivalent of $75 million or more for purposes of General Instruction I.B.1. to Form F-3.

(3)         The financial statements incorporated by reference into the Registration Statement comply with Item 18 of Form 20-F.

* * * * *

Ms. Griffith and Mr. McWilliams
 Division of Corporation Finance

May 17, 2018

Page 4

If you should have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact the undersigned at (617) 570-1067.

Sincerely,

/s/ Jocelyn M. Arel

Jocelyn M. Arel

cc:                                Dhruv Shringi, Chief Executive Officer, Yatra Online Inc.
 Alok Vaish, Chief Financial Officer, Yatra Online Inc.
  Michael Minahan, Goodwin Procter LLP
 Steven V. Bernard, Wilson Sonsini Goodrich & Rosati, P.C.
  Megan J. Baier, Wilson Sonsini Goodrich & Rosati, P.C.

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

March 27, 2018

Alok Vaish
Chief Financial Officer
Yatra Online, Inc.
1101 -03, 11th  Floor, Tower -B,
Unitech Cyber Park,
Sector 39, Gurgaon, Haryana 122002
India

Re: Yatra Online, Inc.
 Form 20-F for the Fiscal Year Ended March 31, 2017
Filed June 30, 2017
File No. 001 -37968

Dear Mr. Vaish :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Melissa Raminpour for

Lyn Shenk
Accounting Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Michael J. Minahan
   617.570.1021
    mminahan@goodwinlaw.com

Goodwin Procter LLP
 100 Northern Avenue
   Boston, MA 02210

goodwinlaw.com
    +1 617 570 1000

March 23, 2018

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and Exchange Commission
 Division of Corporation Finance - Office of Transportation and Leisure
 Mail Stop 3561
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Lyn Shenk and Amy Geddes

Re:                             Yatra Online, Inc.
 Form 20-F for Fiscal Year Ended March 31, 2017
 Filed June 30, 2017
 File No. 001-37968

Dear Mesdames:

This letter is submitted on behalf of Yatra Online, Inc. (the “Company”) in response to the comments 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 (File No. 001-37968) filed with the Commission on June 30, 2017 (the “Annual Report”), as set forth in your letter dated March 8, 2018 addressed to Mr. Alok Vaish, Chief Financial Officer of the Company (the “Comment Letter”).

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, the page references refer to the Annual Report.

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

Consolidated statement of profit or loss and other comprehensive loss for the year ended March 31, 2017, page F-2

1.              We have reviewed your response to prior comment 2. Please address each of the following.

·                  We note your disclosure on page 64 and elsewhere in your filing that the amounts included in your exceptional items line item “relate to the expenses accrued on account of the recent Business Combination with Terrapin 3 Acquisition Corp., NASDAQ listing related legal and professional

Ms. Shenk

Ms. Geddes

Division of Corporation Finance

March 23, 2018

Page 2

expenses and contingent dividend, which totaled INR 4,242.5 million for the year ended March 31, 2017. This was a one-time cost for the year ended March 31, 2017.” Please revise your line item caption to one that better informs investors of the nature of the amounts included in that line item. We note that INR 4,069.7 of the total relates to listing expenses; however it is not entirely clear why you have identified these as such. Additionally revise the related accounting policy to specifically identify the types of items that are included in this line item and whether or not these types of items are expected to be a one-time cost. Please refer to IAS 1.86 and 97.

·                  We note that you have presented your expenses by nature and included subtotals to distinguish income from operating activities and non-operating activities. We note that your non-operating activities appear to be finance income, finance expense, share of loss of joint venture and exceptional items which include the items noted above. Given that the majority of the line items that you have classified as non-operating relate to financing and investing in your business, it continues to be unclear why you have segregated the line item currently captioned as “exceptional items” especially considering that you have described the majority of the total incurred for the year ended March 31, 2017 as listing expenses. Therefore, your presentation of Loss before exceptional items and income taxes subtotal appears to be inconsistent with IAS 1.86. Please revise accordingly.

RESPONSE: In response to Staff’s comments, the Company will, in all of its subsequent periodic reports, make the following voluntary changes to its existing disclosures on a go-forward basis:

·                  The Company will replace the line item currently captioned “Exceptional Items” with the caption  “Listing and related expenses” wherever it appears in the Company’s consolidated statements of profit or loss and other comprehensive loss.

·                  The Company will revise its related accounting policy, which in the Company’s Form 20-F is found  on page F-18, as below:

“Listing and related expenses refer to items of expense within the statement of profit or loss and other comprehensive loss which have been incurred in order to acquire listing status as well as raise additional capital through the issuance of shares of its capital stock, which are non-recurring and are of such size, similar nature or incidence that their separate disclosure is considered necessary to explain the performance of the Group, further details of which are given in Note 44.”

·                  The Company will remove the subtotal “Loss before exceptional items and income taxes” in the consolidated statement of profit or loss and other comprehensive loss and thus the segregation between the “Listing and related expenses” from other non-operating expenses will be eliminated.

The expense of INR 4,069.7 million represents the costs incurred by the Company to acquire its listing status as well as raise additional capital through the issuance of shares of its capital stock. These costs represents the difference between fair value of the shares issued and the net assets acquired as a result of the merger transaction between the Company and the NASDAQ-listed Terrapin 3 Acquisition Corporation. Because this one-time cost was incurred for the specific purpose of

Ms. Shenk
 Ms. Geddes
 Division of Corporation Finance
  March 23, 2018
  Page 3

acquiring listing status, the cost is termed as the “listing expenses”.  This is in line with the IFRS Interpretation Committee decision dated 12 and 13 March 2013, on “Accounting for reverse acquisitions that do not constitute a business”, which concluded that the difference between the fair value of shares and net assets acquired represents payment for a service of a stock exchange listing for the Company’s shares.

As a result of the changes described above, the revised extract of the Company’s consolidated statement of profit and loss and other comprehensive loss for the year ended March 31, 2017 would have been presented as follows:

Extract of Consolidated statement of profit or loss and other comprehensive loss for the year ended March 31, 2017

(Amount in thousands, except per share data and number of shares)

Notes

March 31,

2017

2017

2016

2015

INR

USD

INR

INR

Results   from operations

(1,863,415

)

(28,791

)

(1,204,917

)

(985,463

)

Share of loss of   joint venture

14

(9,441

)

(146

)

(11,802

)

(11,005

)

Finance income

15

369,269

5,705

95,072

93,559

Finance costs

16

(149,863

)

(2,315

)

(115,140

)

(87,578

)

Listing and   related expenses

44

(4,242,526

)

(65,548

)

—

—

Loss   before income taxes

(5,895,976

)

(91,095

)

(1,236,787

)

(990,487

)

Income tax   (expense)/credit

17

(40,987

)

(633

)

(6,515

)

42,720

Loss   for the period

(5,936,963

)

(91,728

)

(1,243,302

)

(947,767

)

* * * * *

Ms. Shenk
 Ms. Geddes
 Division of Corporation Finance
  March 23, 2018

Page 4

If you should have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact the undersigned at (617) 570-1021.

Sincerely,

/s/ Michael Minahan

Michael Minahan

cc:                                Dhruv Shringi, Chief Executive Officer, Yatra Online, Inc.
 Alok Vaish, Chief Financial Officer, Yatra Online, Inc.
  Jocelyn Arel, Goodwin Procter LLP

March 8 , 2018

Alok Vaish
Chief Financial Officer
Yatra Online, Inc.
1101 -03, 11th  Floor, Tower -B,
Unitech Cyber Park,
Sector 39, Gurgaon, Haryana 122002,
India

Re: Yatra Online, Inc.
 Form 20-F for  Fiscal Year Ended March 31, 2017
Filed June 30, 2017
File No. 001 -37968

Dear Mr. Vaish :

We have reviewed  your February 22 , 2018 response to our comment letter and have the
following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our Ja nuary 17,
2018 letter .

Consolidated statement of profit or loss and other comprehensive loss for the year ended March
31, 2017, page F -2

1. We have reviewed your response to prior comment 2.   Please address each of the following.

 We note your disclosure on page 64 and elsewhere in your filing that the amounts
included in your exceptional items line item “relate to the expenses accrued on account of
the recent Business Combination with Terrapin 3 Acquisition Corp., NASDAQ listing
related legal and professi onal expenses and contingent dividend, which totaled INR
4,242.5 million for the year ended March 31, 2017. This was a one -time cost for the year
ended March 31, 2017.”   Please revise your line item caption to one that better informs
investors of the natur e of the amounts included in that line item.   We note that INR
4,069.7 of the total relates to listing expenses; however it is not entirely clear why you

Alok Vaish
Yatra Online, Inc.
March 8 , 2018
Page 2

 have identified these as such.   Additionally revise the related accounting policy to
specifically iden tify the types of items that are included in this line item and whether or
not these types of items are expected to be a one -time cost. Please refer to IAS 1.86 and
97.

 We note that you have presented your expenses by nature and included subtotals to
distinguish income from operating activities and non -operating activities.   We note that
your non -operating activities appear to be finance income, finance expense, share of loss
of joint venture and exceptional items which inclu de the items noted above.   Given that
the majority of the line items that you have classified as non -operating relate to financing
and investing in your business, it continues to be unclear why you have segregated the
line item currently captioned as “exceptional items” especially consi dering that you have
described the majority of the total incurred for the year ended March 31, 2017 as listing
expenses.   Therefore, your presentation of Loss before exceptional items and income
taxes subtotal appears to be inconsistent with IAS 1.86.  Please revise accordingly.

You may contact Amy Geddes at 202-551-3304  or Doug Jones  at 202-551-3309  with any
questions.  Please contact me at 202-551-3380 with any other questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

Michael J. Minahan
   617.570.1021

mminahan@goodwinlaw.com

Goodwin Procter LLP

100 Northern Avenue
   Boston, MA 02210

goodwinlaw.com

+1 617 570 1000

February 22, 2018

VIA EDGAR AND FEDERAL EXPRESS

U.S. Securities and   Exchange Commission
   Division of Corporation Finance - Office of Transportation and Leisure
   Mail Stop 3561
   100 F Street, N.E.
   Washington, D.C. 20549
   Attention: Lyn Shenk and Amy Geddes

Re:                             Yatra Online, Inc.
 Form 20-F for Fiscal Year Ended March 31, 2017
 Filed June 30, 2017
 File No. 001-37968

Dear Mesdames:

This letter is submitted on behalf of Yatra Online, Inc. (the “Company”) in response to the comments 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 (File No. 001-37968) filed with the Commission on June 30, 2017 (the “Annual Report”), as set forth in your letter dated February 7, 2018 addressed to Mr. Alok Vaish, Chief Financial Officer of the Company (the “Comment Letter”).

For reference purposes, the text of the Comment Letter has been reproduced herein with responses below each numbered comment. For your convenience, we have italicized the reproduced Staff comments from the Comment Letter. Unless otherwise indicated, the page references refer to the Annual Report.

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

General

1.              We note that customers can book flights to and from Sudan through your website. Sudan is designated as a state sponsor of terrorism by the U.S. Department of State and is subject to U.S. export controls. You do not include disclosure about contacts with Sudan. Please describe to us the nature and extent of any past, current and anticipated contacts with Sudan, whether through customers, partners, travel services providers or other direct or indirect arrangements. You should describe any products or services you

Ms. Shenk

Ms. Geddes
 Division of Corporation Finance

February 22, 2018

Page 2

have provided into Sudan, directly or indirectly, and any agreements, arrangements or other contacts you have had with the government of Sudan or entities it controls.

RESPONSE: The Company is an online travel company that enables its customers to explore and search for flights, hotels, and travel-related activities on the Company’s proprietary travel booking platform.  The Company facilitates travel commerce by connecting retail consumers and business enterprises with travel providers, such as airlines, hotels, tour operators and the like via its travel booking platform.  The Company enters into agreements with airlines and hotels and receives commissions and/or incentive payments from airlines and hotels for airline tickets sales and hotel bookings made via its platform.  The Company also charges a service fee for booking certain services through its platform.

As noted in the Comment Letter, the Company does provide travel services to or relating to Sudan, including the booking of flights to and from Sudan. The flight bookings to Sudan available through the Company’s website www.yatra.com are offered by Amadeus and Galileo, the Company’s third-party central reservation systems providers. Amadeus and Galileo distribute scheduling, ticket pricing and availability information for flights to and from Sudan and that information, pursuant to our arrangement with Amadeus and Galileo, is then automatically made available via the Company’s platform.  The Company does not have any business operations, subsidiaries, affiliated entities or employees in Sudan.  The Company does not have any agreements with travel suppliers in Sudan, with the Government of Sudan, nor, to its knowledge, with entities controlled by the Government of Sudan.

By any measure, the Company’s revenues associated with these Sudan-related travel services are de minimis and the Company does not consider them to be material to an investment decision.  The Company received less than INR 839,000 (US$12,530) in revenue in connection with flights to, from or through Sudan in the fiscal year ended March 31, 2017, representing approximately 0.009% of the Company’s total revenue during that period.

In any event, the Company notes that the U.S. economic sanctions against Sudan were formally lifted effective October 12, 2017, and have been effectively suspended since January 17, 2017.  Yet even before the lifting of sanctions against Sudan, Yatra believes its activities complied at all times with those sanctions.  This is so because Yatra is organized in India and has never been a “United States person” to which the prohibitions in the Sudanese Sanctions Regulations applied.  See 31 C.F.R. § 538.315.

Moreover, the Company’s provision of services relating to travel to and from Sudan would have been exempt from the Sudanese Sanctions Regulations while these were in effect had Yatra ever been subject to them.  Specifically, services of the type Yatra provides are covered by exemptions (a) applicable to First Amendment-protected free speech and authorizing the importation and exportation to/from each of these countries of “information and informational materials,”(1)  and (b) broadly authorizing the

(1)  31 C.F.R. § 538.212(c) (Sudan).

Ms. Shenk

Ms. Geddes
 Division of Corporation Finance

February 22, 2018

Page 3

“arrangement or facilitation of travel” “to or from any country,”(2) as well as all transactions “ordinarily incident to travel to or from any country.”

The Company, which monitors the U.S. sanctions to ensure regulatory compliance, anticipates that it will continue to provide these travel-related services to and from Sudan so long as they are lawful.

Consolidated statement of profit or loss and other comprehensive loss for the year ended March 31, 2017, page F-2

2.              We note that you have separately reported certain items which you have defined as exceptional items, based on your accounting policy, as well as a subtotal of loss before exceptional items. We further note that you have presented your expenses by nature and that you have defined exceptional items as “items of income or expense within the statement of profit or loss and other comprehensive loss from ordinary activities which are non-recurring and are of such size, nature or incidence that their separate disclosure is considered necessary to explain the performance of the Group.” We note that IAS 1.97 indicates that “[w]hen items of income or expense are material, an entity shall disclose their nature and amount separately,” and that IAS 1.85-86 indicates that additional line times and subtotals should be disclosed to the extent management believes that information is needed to assist users in understanding an entities financial performance. Please address each of the following.

·                  Please explain why you have reported items which appear to be of a dissimilar nature in a single line item, exceptional items. Specifically address IAS 1.15 and IAS 1.32 in your response.

·                  We note that the items you have classified as exceptional items that appear to be of an operating nature (i.e., business combination transaction costs and listing expenses) and a financing nature (i.e., a contingent dividend). Please explain how your presentation complies with IAS 1.99-102 and IAS 1.BC56.

RESPONSE: The exceptional items identified by the Staff in its comment arise from the merger transaction (the “Transaction”) between the Company and NASDAQ-listed Terrapin 3 Acquisition Corporation (“TRTL”) pursuant to which TRTL became a subsidiary of the Company. TRTL was a “special purpose acquisition company,” or SPAC, formed for the purpose of effecting a merger, acquisition, or similar business combination.  The SPAC had no operations but was established as a public investment vehicle that has the expressed purpose of making an investment in an operating company.  Prior to the Transaction, TRTL had raised cash from its original listing on NASDAQ, but did

(2)  31 C.F.R. § 538.212(d) (“The prohibitions contained in this part do not apply to transactions ordinarily incident to travel to or from any country, including importation of accompanied baggage for personal use, maintenance within any country including payment of living expenses and acquisition of goods or services for personal use, and arrangement or facilitation of such travel including nonscheduled air, sea, or land voyages.”).

Ms. Shenk

Ms. Geddes
 Division of Corporation Finance

February 22, 2018

Page 4

not have any employees or processes.  The Transaction resulted in Yatra being the surviving entity with Yatra obtaining TRTL’s status as a NASDAQ-listed company.

The exceptional items have been disclosed separately in the Company’s consolidated financial statements under Note 44 on page F-57 of its Annual Report for the year ended March 31, 2017.  These items include: (1) listing expenses arising out of difference between fair value of shares issued and net assets acquired; (2) business combination transaction costs representing lawyers’ fees and other professional expenses for listing services; and (3) contingent dividend expense representing amounts agreed to be paid to shareholders, warrant holders, ESOP holders and swap shareholders of Yatra on achievement of certain revenue and EBITDA targets (amount is insignificant at only INR 292,000 (US$4,500)).

These were incremental and directly attributable costs incurred as a result of the Company acquiring listing status as well as raising additional capital through the issuance of shares of its capital stock. The expenses do not include any allocation of operating costs such as employee benefits. The motive of the transaction was to obtain a listing on the NASDAQ stock exchange.  Because each of the items are expenses incurred for a specific purpose/transaction and are similar in nature, they are aggregated in the consolidated statement of profit or loss and other comprehensive loss with a break-down presented in Note 44.  Moreover, we believe that the requirements of IAS 1.32 to not offset is not relevant, since these items are similar in nature.

IAS 1.97 requires disclosure of material items of income and expense separately.  The examples contained in IAS 1.98, which are inclusive, suggest that those items are infrequent in nature.  Further, IAS 1.85 requires additional line items, headings and subtotal when such presentation is relevant to an understanding of the entity’s financial performance. The expenses in question are material and are expected to be infrequent.  Consequently, a separate line item would help users of the financial statements, to better understand the financial performance of the Company.  In light of the requirements discussed in this paragraph, we believe that the presentation is a fair and faithful representation of the Company’s financial performance and was necessary for the purposes of understanding of the financial statements. Consequently we believe that the requirement of IAS 1.15 for a fair presentation is met.

The Company believes that the presentation based on the nature of expense is more reliable and more relevant for its stockholders.  IAS 1.101 requires expenses to be sub-classified to highlight components of financial performance that may differ in terms of frequency, potential for gain or loss and predictability. This is achieved by presenting a separate line item for the material and infrequent listing expense incurred.  The term “results from operating activities” is an undefined term in IAS 1.  Given the materiality, frequency and the nature of the listing expense (which is not operating), the Company believes that it would be more appropriate to exclude the exceptional listing expenses in determining the Results from Operations. Consequently, we believe that we have not violated the requirements of IAS 1.BC 56, which does not permit the separation of income and expenses of operating nature from results of operating activities.  Rather, the Company has ensured that amounts disclosed in the Results from Operations are representative of activities that would normally be regarded

Ms. Shenk

Ms. Geddes
 Division of Corporation Finance

February 22, 2018

Page 5

as operating. More importantly, the Company has complied with the key principles of fair presentation contained in the main standard.

Overall, the Company believes that the disclosure of exceptional items on the face of profit or loss and other comprehensive loss is a fair representation and is in compliance with the requirements of IAS 1.

* * * * *

If you should have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact the undersigned at (617) 570-1021.

Sincerely,

/s/ Michael Minahan

Michael Minahan

cc:                                Dhruv Shringi, Chief Executive Officer, Yatra Online, Inc.
 Alok Vaish, Chief Financial Officer, Yatra Online, Inc.
  Jocelyn Arel, Goodwin Procter LLP

February 7, 2018

Alok Vaish
Chief Financial Officer
Yatra Online, Inc.
1101 -03, 11th  Floor, Tower -B,
Unitech Cyber Park,
Sector 39, Gurgaon, Haryana 122002,
India

Re: Yatra  Online, Inc.
 Form 20-F for  Fiscal Year Ended March 31, 2017
Filed June 30, 2017
File No. 001 -37968

Dear Mr. Vaish :

We have reviewed  your February 5, 2018 response to our comment letter and have the
following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not  believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to commen ts in our January 17,
2018 letter .
General
1. We note that customers can book flights to and from Sudan through your website.   Sudan is
designated as a state sponsor of terrorism by the U.S. Department of State and is subject to
U.S. export controls.   You d o not include disclosure about contacts with Sudan.   Please
describe to us the nature and extent of any past, current and anticipated contacts with Sudan,
whether through customers, partners, travel services providers or other direct or indirect
arrangemen ts.  You should describe any products or services you have provided into Sudan,
directly or indirectly, and any agreements, arrangements or other contacts you have had with
the government of Sudan or entities it controls.

Alok Vaish
Yatra Online, Inc.
February 7 , 2018
Page 2

 Consolidated statement of profit or loss and other comprehensive loss for the year ended March
31, 2017, page F -2

2. We note that you have separately reported certain items which you have defined as
exceptional items, based on your accounting policy, as well as a subtotal of loss before
exceptional items. We further note that you have presented your expenses by nature and that
you have defined exceptional items as “items of income or expense within the statement of
profit or loss and other comprehensive loss from ordinary activities which ar e non -recurring
and are of such size, nature or incidence that their separate disclosure is considered necessary
to explain the performance of the Group.”   We note that IAS 1.97 indicates that “[w]hen
items of income or expense are material, an entity shal l disclose their nature and amou nt
separately,”  and that IAS 1.85 -86 indicates that additional line times and subtotals should be
disclosed to the extent management believes that information is needed to assist users in
understanding an entities financial performance.   Please address each of the following.

 Please explain why you have reported items which appear to be of a dissimilar nature in a
single line item, exceptional items.  Specifically address IAS 1.15  and IAS 1.32 in your
response.
 We note that the items you have classified as exceptional items  that appear to be of an
operating nature (i.e., business combination transaction costs and listing expenses) and a
financing nature (i.e., a contingent dividend).   Please explain how your pres entation
complies with IAS 1.99 -102 and IAS 1.BC56.

You may contact Amy Geddes at 202-551-3304  or Doug Jones  at 202-551-3309  with any
questions.  Please contact me at 202-551-3380 with any other questions.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief
Office of Transportation and Leisure

CORRESP
1
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Michael J. Minahan

617.570.1021
   mminahan@goodwinlaw.com

Goodwin Procter LLP
   Counselors at Law

100 Northern Avenue

Boston, MA 02210

T:  617.570.1000

F:  617.523.1231

February 5, 2018

VIA EDGAR AND FEDERAL EXPRESS

United   States Securities and Exchange Commission

100   F Street, N.E.

Washington,   D.C. 20549

Attention:

Lyn Shenk, Branch Chief

Office of   Transportation and Leisure

Re:

Yatra Online, Inc.

Form 20-F for Fiscal Year   Ended March 31, 2017

Filed June 30, 2017

File No. 001-37968

Dear Mr. Shenk:

This letter is submitted on behalf of Yatra Online, Inc. (the “Company” or “Yatra”) in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Form 20-F for the fiscal year ended March 31, 2017 filed on June 30, 2017 (“20-F”), as set forth in the Staff’s letter dated January 17, 2018 (the “Comment Letter”).

For reference purposes, the text of the Comment Letter has been reproduced and italicized herein with responses below each numbered comment.  All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the 20-F.

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

Item 5. Operating and Financial Review and Prospects

Certain Non-IFRS Measures, page 73

1.                                      On page 75 you reconcile “adjusted EBITDA” to “results from operations.” However, it appears the reconciliation should be to “loss for the period” pursuant to Question 103.02 of the C&DI. Please revise your Form 20-F presenting periodic results accordingly.

RESPONSE:  In response to the Staff’s comment, Yatra has revised the reconciliation referenced by the Staff by replacing the table that appears on page 75 of the Company’s 20-F and reconciles

the Company’s results from operating activities (an IFRS measure) to Adjusted EBITDA (loss) (a non-IFRS measure) for the periods indicated:

Reconciliation of Adjusted EBITDA (Loss)

Fiscal Year ended March 31,

(Amount in thousands)

2017

2016

2015

Results   from operations as per IFRS*(before exceptional items)

(1,863,415

)

(1,204,917

)

(985,463

)

Depreciation and   amortization

275,587

233,703

208,939

EBITDA

(1,587,828

)

(971,214

)

(776,524

)

Employee   share-based compensation costs

586,932

19,370

31,741

Adjusted   EBITDA (Loss)

(1,000,896

)

(951,844

)

(744,783

)

with the following table:

Reconciliation of Adjusted EBITDA (Loss)

Fiscal Year ended March 31,

(Amount in thousands)

2017

2016

2015

Loss   for the year as per IFRS

(5,936,963

)

(1,243,302

)

(947,767

)

Employee   share-based compensation costs

586,932

19,370

31,741

Depreciation and   amortization

275,587

233,703

208,939

Share of loss of   joint venture

9,441

11,802

11,005

Finance income

(139,158

)

(95,072

)

(93,474

)

Finance costs

149,863

111,973

87,578

Change in fair   value of warrants

(230,111

)

3,167

(85

)

Exceptional   items

4,242,526

––

––

Income tax   expense/(credit)

40,987

6,515

(42,720

)

Adjusted   EBITDA (Loss)

(1,000,896

)

(951,844

)

(744,783

)

2

The Company proposes to file this correction on a Form 6-K and incorporate it by reference into the 20-F.

*        *        *

If you should have any questions concerning the enclosed matter, please contact the undersigned at (617) 570-1021.

Sincerely,

/s/ Michael J. Minahan

Michael J. Minahan

cc:

Dhruv Shringi, Yatra   Online, Inc.

Alok Vaish, Yatra   Online, Inc.

Jocelyn Arel, Goodwin   Procter LLP

3

Mail Stop 3561       January 18, 2018

Dhruv Shringi,
Chief Executive Officer
Yatra Online, Inc.
1101 -03, 11th Floor, Tower -B,
Unitech Cyber Park,
Sector 39, Gurgaon, Haryana 122002,
India

Re: Yatra Online, Inc.
 Post-Effective Amendment to Form  F-1
Filed  December 19, 2017
 File No.  333-215653

Dear Mr. Shringi:

We have conducted a limited review of  your post-effective amendment  and have the
following 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 t o 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.

General

1. We will review your response to our comment letter dated January 1 7, 2018 prior to
clearing the Post -Effective Amendment filed on December 19, 2017.  You may request
acceleration of the Post -Effectiv e Amendment after all comments have been cleared.

 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.

Dhruv Shringi
Yatra Online, Inc.
January 18, 2018
Page 2

 Please contact Julie Griffith  at 202-551-3267  or me at 202-551-3217  with any other
quest ions.

Sincerely,

 /s/ J. Nolan McWilliams

 J. Nolan McWilliams
Attorney -Advisor
Office of Transportation and Leisure

CORRESP
1
filename1.htm

    Goodwin
                           Procter LLP

        100 Northern
        Avenue

        Boston, MA 02210

        goodwinlaw.com

        +1 617
        570 1000

June 30, 2017

Via EDGAR AND OVERNIGHT Mail

    Ms. Anne Nguyen Parker

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance - Office of Transportation and Leisure

100 F Street, N.E.

Washington, D.C. 20549-3010

 Re: Yatra Online, Inc.

Post-Effective Amendment No. 1 to Form F-1

Filed June 8, 2017

File No. 333-215653

Dear Ms. Parker:

This letter is submitted on behalf of Yatra
Online, Inc. (the “Company”) in response to comments from the staff of the Division of Corporation Finance
(the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in a letter dated June 26, 2017 (the “Comment Letter”) with respect to Post-Effective Amendment No. 1
to the Company’s Registration Statement on Form F-1 (File No. 333-215653) filed with the Commission on June 8, 2017 relating
to the Company’s offering of 6,300,000 ordinary shares (the “Registration Statement”). The responses
provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently submitting for
non-public review Post-Effective Amendment No. 2 to the Registration Statement (the “Amended Filing”),
which includes changes in response to the Staff’s comments as well as other revisions.

For your convenience, the Staff’s
comments set forth in the Comment Letter have been reproduced in italics herein with responses immediately following each comment.
Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Registration Statement,
and page references in the responses refer to the Amended Filing. The Company acknowledges that it and its management are responsible
for the accuracy and adequacy of the disclosures made in the Amended Filing, notwithstanding any review, comments, action or absence
of action by the Staff, and it has authorized this firm to respond to the Comment Letter as follows.

Ms. Anne Nguyen Parker

Division of Corporation Finance

June 30, 2017

Page 2

General

 1. Please provide all required updated information in your filing.

Response to Comment No. 1

The Company respectfully advises the Staff
that the Registration Statement has been revised to provide all required updated information in the Amended Filing. As examples
only, the Company notes the below described updates made in response to the Staff’s comment.

 · Please update the disclosure in the Compensation section on
page 126 regarding your directors and executive officers for the last full fiscal year. Please refer to Item 4.a of Form F-1 and
Item 6.B.1 of Form 20-F.

Response to Comment No. 1(a)

The Company respectfully advises the
Staff that the Registration Statement has been revised in response to the Staff’s comment. Please see the revisions beginning
on page 101 of the Amended Filing.

 · Please confirm that you have provided the disclosure required
for related party transactions for the period since the beginning of your preceding three financial years “up to the date
of the document” or revise to update accordingly. Please refer to Item 4.a of Form F-1 and Item 7.B of Form 20-F.

Response to Comment No. 1(b)

The Company respectfully advises the
Staff that the Registration Statement has been revised in response to the Staff’s comment. Please see the revisions beginning
on page 109 of the Amended Filing.

 · The disclosure in the Principal Shareholders section on page
135 reflects ownership as of December 29, 2016. Please update the information to reflect the most recent practicable date. Please
refer to Item 4.a of Form F-1 and Item 7.A and Item 6.E of Form 20-F.

Response to Comment No. 1(c)

Ms. Anne Nguyen Parker

Division of Corporation Finance

June 30, 2017

Page 3

The Company respectfully advises the
Staff that the Registration Statement has been revised in response to the Staff’s comment. Please see the revisions beginning
on page 111 of the Amended Filing.

In addition to providing the above response
to the Staff’s comment, the Company also respectfully advises the Staff that (i) the Unaudited Pro Forma Condensed Combined
Financial Information (and the disclosure related thereto) (the “Pro Forma Financials”) with respect
to the Company’s December 16, 2016 acquisition (the “Acquisition”) of Terrapin 3 Acquisition Corporation
(“Terrapin”) and (ii) the Terrapin historical financial statements (and the disclosure related thereto)
(the “Terrapin Financials”) are no longer required and thus have been deleted from the Amended Filing.

The Company respectfully advises the Staff
that the Pro Forma Financials are no longer required to be included in the Registration Statement due to the inclusion in the Amended
Filing of the Company’s audited consolidated financial statements for the year ended March 31, 2017 (the “Audited
Financials”). The Company notes that (i) the impact of the Acquisition is already reflected in the Company’s
audited consolidated statement of financial position as at March 31, 2017 and (ii) the impact of the Acquisition on the Company’s
income statement would be negligible (as Terrapin has no business operations during the fiscal year ended March 31, 2017). The
Company believes the inclusion of separate Pro Forma Financials in the Amended Filing would be duplicative of the Company’s
audited consolidated financial statements, which are presently included in the Amended Filing. The Pro Forma Financials have, accordingly,
been removed.

In addition, the Company notes that it has
tested the significance of the Acquisition using the guidance in Rule 1-02(w) of Regulation S-X and determined that from an accounting
perspective the Acquisition was insignificant to the Company for purposes of Rule 3-05. The Terrapin Financials have, accordingly,
been removed.

* * * * *

Ms. Anne Nguyen Parker

Division of Corporation Finance

June 30, 2017

Page 4

If you have any questions or would like
further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (617)
570-1021.

Sincerely

/s/ Michael J. Minahan

Michael J. Minahan

 cc: Via E-mail

Dhruv Shringi, Chief Executive Officer

Darpan Batra

Yatra Online, Inc.

Tiffany Williamson

Goodwin Procter LLP

Mail Stop 3561
June 26, 201 7

Dhruv Shringi
Chief Executive  Officer
Yatra Online , Inc.
1101-03, 11th Floor, Tower -B
Unitech Cyber Park
Sector 39 , Gurgaon, Haryana 122002
India

Re: Yatra Online , Inc.
  Post-Effective Amendment No. 1 to Form  F-1
Filed  June 8 , 2017
  File No. 333-215653

Dear Mr. Shringi :

We have limited our review of your post -effective amendment  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 com ments 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, w e may have  additional comments

General

1. Please provide all required updated information in your filing.  As examples only:

 Please update the disclosure in the Compensation section on  page 126  regarding your
directors and executive officers for the last full fiscal year.  Please refer to Item 4 .a of
Form F -1 and Item 6.B. 1 of Form 20 -F.

 Please confirm that you have provided the disclosure required for related party
transactions for the period s ince the beginning of your preceding three financial years

Dhruv Shringi
Yatra Online , Inc.
June 26 , 201 7
Page 2

 “up to the date of the document”  or revise to update accordingly .  Please refer to Item
4.a of Form F -1 and Item 7.B of Form 20 -F.

 The disclosure in the Principal Shareholders  section on  page 135  reflects ownership
as of December 29, 2016.   Please update the information to reflect the most recent
practicable date.  Please refer to Item 4 .a of Form F -1 and Item 7.A and Item 6.E of
Form 20 -F.

We remind you that the company and its management are re sponsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Please contact John Stickel at (202) 551 -3324 or me at (202) 551 -3611  with any
questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Assistant Director
Office of Transportation and Leisure

cc:  Michael J. Minahan , Esq.

CORRESP
1
filename1.htm

Yatra Online, Inc.

1101-03, 11th Floor, Tower-B,

Unitech Cyber Park,

Sector 39, Gurgaon, Haryana 122002, India

(91-124) 339-5500

February 13, 2017

VIA EDGAR

U.S. Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Justin Dobbie, Legal Branch Chief

Office of Transportation and Leisure

    Re:
    Yatra Online, Inc.

    Registration Statement on Form F-1

    Filed February 13, 2017

    File No. 333-215653

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of
the Securities and Exchange Commission promulgated under the Securities Act of 1933, as amended, Yatra Online, Inc. hereby requests
that the effective date of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be
accelerated to 4:01 p.m., Eastern Time, on February 14, 2017, or as soon as practicable thereafter.

Please call Jocelyn M. Arel of Goodwin Procter LLP at (617)
570-1067 to confirm the effectiveness of the Registration Statement or with any questions.

    Sincerely,

    YATRA ONLINE, INC.

    /s/ Darpan Batra

    Darpan Batra

    AVP - Corporate Affairs & Legal

    cc:
    Jocelyn Arel

    Goodwin Procter LLP

    John Dana Brown

    Attorney-Advisor

    Securities and Exchange Commission

    Division of Corporation Finance

CORRESP
1
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        Jocelyn M. Arel

        617.570.1067

        jarel@goodwinlaw.com

        Goodwin Procter LLP

        Counselors at Law

        100 Northern Avenue

        Boston, MA 02210

        T: 617.570.1000

        F: 617.321.4344

February 8, 2017

VIA EDGAR AND OVERNIGHT MAIL

U.S. Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Justin Dobbie, Legal Branch Chief

Office of Transportation and Leisure

    Re:
    Yatra Online, Inc.

    Registration Statement on Form F-1

    Filed January 23, 2017

    File No. 333-215653

Dear Mr. Dobbie:

This letter is submitted on behalf of Yatra
Online, Inc. (the “Company”) in response to a comment set forth in the letter, dated February 3, 2017 (the “Comment
Letter”), of the staff of the Office of Transportation and Leisure (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) with respect to the Company’s Registration Statement on Form
F-1 filed on January 23, 2017 (the “Registration Statement”). The response provided below was based upon information
provided to Goodwin Procter LLP by the Company and the selling shareholders named in the Registration Statement (the “Selling
Shareholders”).

For reference purposes, the text of the
Comment Letter has been reproduced and italicized herein with our response below. All capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Registration Statement.

General

 1. Please provide us your analysis as to why each of the selling shareholders should not be deemed
underwriters pursuant to Securities Act Rule 145(c). To the extent they are, please name them as underwriters, revise to state
a fixed price for the securities they are offering, and confirm that they will be subject to the applicable prospectus delivery
requirements of the Securities Act. If they are not, please provide us a basis for your conclusion, including a discussion of whether
such selling shareholders were a party to or an affiliate of a party to the business combination transaction discussed in this
prospectus.

Response:

We have reviewed the Staff’s comment
and respectfully do not believe that any of the Selling Shareholders should be considered an underwriter pursuant to Rule 145(c)
of the Securities Act of 1933, as amended (the “Securities Act”). In reaching this conclusion, we have considered
Question 612.09 of the Compliance and Disclosure Interpretations for Securities Act Rules Telephone Interpretation D-29 (“CDI
612.09”), which is repeated below for reference:

“It is important to identify
whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually underwriters selling
on behalf of an issuer. . . The question of whether an offering styled a secondary one is really on behalf of the issuer is a difficult
factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders
have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount of shares
involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances
it appears that the seller is acting as a conduit for the issuer.”

We have examined each of the enumerated
factors in CDI 612.09 and believe that the facts demonstrate that the Selling Shareholders are engaged in secondary resales and
are not acting as underwriters on behalf of the Company.

In the event that the offering registered
by the Registration Statement is recharacterized as a primary offering on behalf of the Company, the Staff’s interpretation
will have a significant impact on the ability of the Selling Shareholders to sell their Ordinary Shares as the offering would have
to be made on a fixed-price basis (i.e., the Selling Shareholders would not be able to sell their Ordinary Shares at prevailing
market prices) since the Company is not eligible to use a registration statement on Form F-3 for a primary offering and the Selling
Shareholders would be deemed to be “underwriters” with respect to the offering (with the attendant liabilities under
Section 11 of the Securities Act). Because recharacterizing the offering as a primary offering on behalf of the Company has such
a significant impact, and a mischaracterization can have a chilling effect on the ability of smaller public companies, such as
the Company, to raise capital, the Company respectfully submits the relevant facts and circumstances which are set forth below.

Background

The Company is seeking to register 6,300,000
shares of the Company’s ordinary shares, par value $0.0001 per share (“Ordinary Shares”), which were acquired
by the Selling Shareholders in several transactions that took place between July 2014 and December 2016, so that the Ordinary Shares
may be offered and sold by the Selling Shareholders from time to time. The total number of Ordinary Shares that the Company is
registering for resale in the Registration Statement represents approximately 18.23% of the Company’s outstanding shares.1

The following is a summary of the transactions
that led to the issuance of the Ordinary Shares to the Selling Shareholders and the registration thereof pursuant to the Registration
Statement.

 1 Based on 34,551,715 shares of the Company outstanding
as of February 7, 2017.

      2

History

An online travel agent company based
in India, the Company was incorporated as a private exempted company with limited liability in the Cayman Islands on December
15, 2005 and subsequently became a public company when it completed its Business Combination (defined below) with Terrapin 3
Acquisition Corporation (“Terrapin 3”), a special purpose acquisition company, on December 16, 2016. The
Business Combination is described below under “Business Combination Between the Company and Terrapin 3.” Terrapin
3 was formed in the State of Delaware on December 27, 2013 for the purpose of acquiring, through a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business
transaction, one or more operating businesses or assets (a “Potential Transaction”). On July 22, 2014,
Terrapin 3 consummated its initial public offering (the “Terrapin 3 IPO”) which comprised of 21,275,000
units, each unit consisting of one share of Terrapin 3 Class A common stock, par value $0.0001 per share (each, a
“Terrapin Share”), and one warrant to purchase one-half of one Terrapin Share. Simultaneously with the
closing of the Terrapin 3 IPO, Terrapin 3 completed the private placement of 12,000,000 warrants, certain of which warrants
were issued to MIHI LLC (“MIHI”) and Apple Orange LLC (“Apple Orange”), two of the
Selling Shareholders named in the Registration Statement. Terrapin 3 raised a total of net proceeds of $218,750,000 from the
Terrapin 3 IPO and concurrent private placement, which were placed in a trust account.

In connection with the Terrapin 3 IPO, MIHI
entered into a Forward Purchase Contract, dated July 16, 2014, which was subsequently amended on December 16, 2016 (the “Forward
Purchase Contract”), pursuant to which MIHI agreed to purchase 2,000,000 Terrapin Shares and 2,000,000 warrants to purchase
Terrapin Shares in a private placement for an aggregate purchase price of $20.0 million. MIHI’s obligation to consummate
the purchase pursuant to the Forward Purchase Contract was conditioned upon the consummation of a Potential Transaction. The Forward
Purchase Contract was amended to reduce the size of MIHI’s forward purchase commitment in light of the size of the Business
Combination and for the Company to assume the ongoing obligations under the Forward Purchase Contract since it, and not Terrapin
3, was going to be the surviving parent company upon the consummation of the Business Combination.

Business Combination Between the Company
and Terrapin 3

After the Terrapin 3 IPO in 2014, Terrapin
3's officers and directors commenced an active search for a Potential Transaction. In May 2016, the Company was identified as a
target for a Potential Transaction with Terrapin 3. After extensive arm’s length negotiations and due diligence investigations,
Terrapin 3 merged with and into the Company (the “Business Combination”), becoming a partially owned subsidiary
of the Company pursuant to the terms of a Business Combination Agreement, dated July 13, 2016 and as amended on September 28, 2016
(the “Business Combination Agreement”), by and among the Company, T3 Parent Corp., T3 Merger Sub Corp., Terrapin
3, MIHI (solely for the purposes set forth therein) and Shareholder Representative Services LLC. In the Business Combination, Terrapin
3 provided its stockholders with the opportunity to redeem all or a portion of their Terrapin Shares at a per-share price, payable
in cash, equal to the aggregate amount per-share then on deposit in Terrapin 3’s trust account, subject to certain limitations.

Under the Business Combination Agreement,
the closing of the Business Combination was subject to a number of conditions, including that the Terrapin 3 stockholders approve
the Business Combination and that Terrapin 3 have, in the aggregate, not less than the required minimum cash available for distribution
upon the consummation of the Business Combination (including the $20.0 million to be paid to Terrapin 3 by MIHI pursuant to the
terms of the Forward Purchase Contract). Terrapin 3’s directors, officers, advisors and their affiliates were permitted to
purchase Terrapin Shares or warrants in privately negotiated transactions or in the open market prior to the Business Combination,
subject to any tender offer rules or going-private rules under the Securities Exchange Act of 1934, as amended. The purpose of
such purchases were to have Terrapin 3’s directors, officers, advisors and their affiliates vote their shares in favor of
the Business Combination and thereby increase the likelihood of obtaining stockholder approval of the Business Combination and
satisfying the closing condition in the Business Combination Agreement that required Terrapin 3 to have, in the aggregate, not
less than the required minimum cash available for distribution upon consummation of the Business Combination.

      3

As part of the effort to help Terrapin 3
achieve the minimum cash requirement under the Business Combination Agreement, Apple Orange, Argyle Investors LLC, Candlemaker
Partners, LLLP and the Leight Family 1998 Irrevocable Trust, entities controlled by Nathan Leight, Terrapin 3’s then chairman,
purchased an aggregate of 1,841,500 Terrapin Shares in the open market as well as in a private transaction from a large stockholder
that had indicated its intent to redeem its Terrapin Shares in the Business Combination. In addition, We Deserve Better, LLC, another
entity controlled by Mr. Leight, agreed to purchase 158,500 of the Company’s Ordinary Shares directly from the Company in
a private placement pursuant to a subscription agreement.

In addition, the Company entered into a
subscription agreement, dated November 10, 2016, as amended on November 25, 2016 and December 3, 2016 (the “PIPE Subscription
Agreement), with Fuh Hwa Securities Investment Trust Co., Ltd. (“Fuh Hwa Investment”), in its capacity as
adviser to the Fuh Hwa Oriental Fund (“Fuh Hwa”), to obtain additional equity funding to ensure the successful
closing of the Business Combination. Pursuant to the PIPE Subscription Agreement, 2,300,000 Ordinary Shares of the Company were
sold to Fuh Hwa in a private placement transaction, commonly referred to as a private investment in public equity, or “PIPE,”
for an aggregate purchase price of $23.0 million. The closing of the PIPE was conditioned upon the closing of the Business Combination.

Given the different contexts in which the
Selling Shareholders acquired the Company’s Ordinary Shares, we have analyzed each of the factors enumerated in CDI 612.09
separately for each of the Selling Shareholders.

Analysis

Fuh Hwa Oriental Fund

Fuh Hwa was not an Affiliate of Terrapin
3 or the Company for Purposes of Rule 145(c)

Prior to its acquisition of the Ordinary
Shares pursuant to the PIPE Subscription Agreement, Fuh Hwa had no material relationship with Terrapin 3 or the Company, other
than the fact that Fuh Hwa Investment was a non-controlling shareholder of Terrapin 3. Fuh Hwa was neither controlled by, nor under
common control with, Terrapin 3 or the Company. Because Fuh Hwa was not a party to, or an affiliate of a party to, the Business
Combination, we do not believe that Fuh Hwa should be deemed to be an underwriter pursuant to Rule 145(c) of the Securities Act.

      4

Length of Time Fuh Hwa Has Held the Ordinary
Shares

On December 19, 2016, Fuh Hwa acquired the
2,300,000 Ordinary Shares in a bona fide private placement under Section 4(a)(2) of the Securities Act and/or Regulation D promulgated
thereunder pursuant to the PIPE Subscription Agreement. The Staff’s “PIPEs” interpretation is found in Interpretation
116.19 (the “PIPEs Interpretation”) and provides that no minimum holding period is required where the Company
has completed the private transaction of all of the securities it is registering and the investor is at market risk at the time
of filing of the resale Registration Statement. The PIPEs Interpretation provides in relevant part that:

“In a PIPE transaction, a company
will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4(2)-exempt
sale of the securities (or in the case of convertible securities, of the convertible security itself) to the investor, and the
investor is at market risk at the time of filing of the resale registration statement.”

The PIPEs Interpretation contemplates that
a valid secondary offering could occur immediately following the closing of the private placement. Because no specific holding
period is required for a PIPE transaction to be a valid secondary offering, we believe that Fuh Hwa’s holding of the Ordinary
Shares since December 19, 2016 is sufficient for a valid secondary offering.

This conclusion comports with longstanding
custom and practice in the PIPEs marketplace, where investors require that a registration statement be filed shortly after closing
(typically 30 days) and declared effective shortly thereafter (typically 90 days after closing). In this case, the PIPE Subscription
Agreement required the Company to file with the Commission no later than 15 days following the closing of the Business Combination
a registration statement registering for resale the 2,300,000 Ordinary Shares purchased by Fuh Hwa and to use commercially reasonable
efforts to cause such registration statement to be declared effective as soon as practicable thereafter. The Company filed the
Registration Statement a little over 30 days after the consummation of the Business Combination.

Circumstances Under Which the Securities
Were Acquired

As described above, Fuh Hwa purchased its
Ordinary Shares pursuant to the PIPE Subscription Agreement in a private transaction that was negotiated at arm’s length
by unaffiliated parties. In the PIPE Subscription Agreement, Fuh Hwa made extensive representations and warranties regarding its
investment intent, including representations that it was an “accredited investor” and that it was acquiring the Ordinary
Shares for its own account and not for the account of others, and not on behalf of any other account or person or with a view to,
or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Fuh Hwa also represented
that it understood that the shares would be subject to transfer restrictions and, as a result of such transfer restrictions, it
may not be able to readily resell its Ordinary Shares and may be required to bear the fin

Mail Stop 3561
 February 3, 201 7

Dhruv Shringi
Chief Executive Officer
Yatra Online, Inc.
1101 -03, 11th Floor, Tower -B,
Unitech Cyber Park,
Sector 39, Gurgaon, Haryana 122002,
India

Re: Yatra Online, Inc.
  Registration Statement on Form  F-1
Filed  January 23, 2017
  File No.  333-215653

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 amen dment 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.

General

1. Please provide us your analysis as to why each of the selling shareholders  shou ld not be
deemed underwriters pursuant to Securities Act Rule 145(c).  To the extent they  are,
please name them as underwriters, revise to state a fixed price for the securities they are
offering , and confirm that they will be subject to the applicable prospectus delivery
requirements  of the Securities Act.  If they are not, please provide us a basis for your
conclusio n, inclu ding a discussion of wh ether such selling  shareholders were a party to or
an affiliate of a party to  the business combination transaction discussed in this prospectus.

Dhruv Shringi
Yatra Online, Inc.
February  3, 201 7
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.

Please contact John Dana Brown  at (202) 551 -3859 or me at (202) 551 -3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief
        Office of Transportation and Leisure

cc:  Jocelyn M. Arel, Esq.
Goodwin Procter LLP

CORRESP
1
filename1.htm

VIA EDGAR

November 22, 2016

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549-4720

Attention: Tonya K. Aldave

 Re: Yatra Online, Inc.

Acceleration Request for Registration Statement on Form F-4

File No. 333-213862

Dear Ms. Aldave:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Yatra Online, Inc. (the “Company”) hereby requests that
the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to Tuesday, November 22, 2016, at 4:00 p.m., Eastern time, or as soon thereafter as practicable. In making this acceleration request,
the Company acknowledges that it is aware of its responsibilities under the Act. Once the Registration Statement is effective,
please orally confirm the event with our counsel, Goodwin Procter LLP by calling Michael J. Minahan at (617) 570-1021. We also
respectfully request that a copy of the written order from the Securities and Exchange Commission (the “Commission”)
verifying the effective time and date of the Registration Statement be sent to our counsel, Goodwin Procter LLP, Attention: Michael
J. Minahan, by facsimile to (617) 801-8717.

In connection with the foregoing, the Company hereby acknowledges
the following:

 · should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the Registration Statement
effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 · the action of the Commission or the staff of the Commission, acting pursuant to delegated authority, in declaring the Registration
Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this
request, please contact Michael J. Minahan of Goodwin Procter LLP at (617) 570-1021.

[Signature
page follows]

    Sincerely,

    YATRA ONLINE, INC.

    /s/ Dhruv Shringi

    Dhruv Shringi

    Chief Executive Officer

    cc:
    Jocelyn Arel, Esq., Goodwin Procter LLP

    Michael J. Minahan, Esq., Goodwin Procter LLP

CORRESP
1
filename1.htm

    Michael
                                         J. Minahan

617.570.1021

mminahan@goodwinlaw.com

    Goodwin
                                         Procter LLP

                                         Counselors at Law

100 Northern Avenue

Boston, MA 02210

T: 617.570.1000

F: 617.523.1231

November 15, 2016

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    John Dana Brown, Attorney-Advisor

    Office of Transportation and Leisure

 Re: Yatra Online, Inc.

                                         Amendment No. 2 to Registration Statement on Form F-4

    Filed November 1, 2016

    File No. 333-213862

Dear Mr. Brown:

This letter is submitted on behalf of Yatra
Online, Inc. (the “Company” or “Yatra”) and Terrapin 3 Acquisition Corporation (“Terrapin
3”) in response to the comments of the staff of the Office of Transportation and Leisure (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-4 filed on September 29, 2016 (“Registration Statement”), as amended by Amendment No. 1
to the Registration Statement filed on October 25, 2016 (“Amendment No. 1”) and Amendment No. 2 to the Registration
Statement filed on November 1, 2016 (“Amendment No. 2”), as set forth in the Staff’s letter dated November
9, 2016 (the “Comment Letter”). The Company is concurrently submitting Amendment No. 3 to the Registration Statement
(“Amendment No. 3”) which includes changes that principally reflect responses to the Staff’s comments.

For reference purposes, the text of the
Comment Letter has been reproduced and italicized herein with responses below each numbered comment. Unless otherwise indicated,
page references in the descriptions of the Staff’s comments refer to Amendment No. 2, and page references in the responses
refer to Amendment No. 3. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the
Registration Statement.

The responses provided herein are based
upon information provided to Goodwin Procter LLP by the Company and by Terrapin 3.

United States Securities and Exchange Commision

November 15, 2016

Page 2

General

 1. Please tell us whether Terrapin 3 will be separately filing a preliminary proxy statement related to the business combination
proposal, and if so when. If Terrapin 3 does not plan to file a preliminary proxy statement please provide us your analysis as
to why this is not required.

RESPONSE: Terrapin 3 supplementally advises the Staff
that it has not filed a preliminary proxy statement with the Commission with respect to the proposed business combination based
on the provisions of General Instruction E to Form F-4, which provides as follows:

E.        Compliance
With Exchange Act Rules.

 1. If a corporation or other person submits a proposal to its security holders entitled to vote on, or consent to, the transaction
in which the securities being registered are to be issued, and such person’s submission to its security holders is subject
to Regulation 14A (§§240.14a-1 through 14a-101 of this chapter) or 14C (§§240.14c-1 through 14c-101 of this
chapter) under the Exchange Act, then the provisions of such Regulations shall apply in all respects to such person’s submission,
except that: (a) The prospectus may be in the form of a proxy or information statement and may contain the information required
by this Form in lieu of that required by Schedule 14A (§240.14a-101) or 14C (§240.14c-101) of Regulation 14A or 14C under
the Exchange Act; and (b) copies of the preliminary and definitive proxy or information statement, form of proxy or other material
filed as a part of the registration statement shall be deemed filed pursuant to such person’s obligations under such Regulations.

To the extent that the Staff of the Commission believes
that it is necessary for Terrapin 3 to file the preliminary proxy statement with the Commission, Terrapin 3 will undertake to file
the preliminary proxy statement with the Commission.

 2. We note your response to our prior comment 17 and that Yatra’s shareholders’ approval is a condition to the merger.
Please add a separate question and answer or disclose and describe this condition in more detail in the summary section. Please
describe the “all other matters contemplated thereby” upon which the Yatra shareholders will act.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure on pages 8, 19, 56 and 80 of Amendment No. 3 to disclose and describe this condition in more detail
in the summary section and to describe all the other matters upon which the Yatra shareholders will act.

United States Securities and Exchange Commision

November 15, 2016

Page 3

 3. Please disclose when Yatra will seek the approval of its shareholders relative to the date of the Terrapin 3 meeting and whether
Yatra will be seeking shareholder approval to authorize the issuance of securities you are registering on this form.

RESPONSE: Yatra respectfully advises the Staff that
it will seek the approval of its shareholders on or about the time of the Terrapin 3 special meeting of stockholders and that per
the terms of its Memorandum and Articles of Association it will seek the approval of the issuances of securities to the Terrapin
3 stockholders and the substitution of existing Yatra shares for registered Yatra shares. In response to the Staff’s comment,
Yatra has revised the disclosure on pages 8, 19 and 56 of Amendment No. 3.

 4. Please revise to include updated interim financial statements of Terrapin 3 Acquisition Corporation in your next amendment.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has included updated interim financial statements of Terrapin 3 Acquisition Corporation for the quarterly period ended
September 30, 2016 in Amendment No. 3. Yatra has also included its updated interim financial statements for the quarterly period
ended June 30, 2016 in Amendment No. 3.

Ownership of Yatra Ordinary Shares Upon Completion of the
Transaction, page 15

 5. We note from your response to our prior comment 11 that the letter agreement referred to in your response has been filed as
Exhibit 10.24 to Amendment 2 to your Form F-4. However, Exhibit 10.24 appears to be related to an agreement with Macquarie and
not the letter agreement you refer to. Please file this agreement as an exhibit or tell us where this agreement is currently located
in your document.

RESPONSE: In response to the Staff’s comment,
Yatra respectfully advises the Staff that it has filed the letter agreement as Exhibit 10.17 to Amendment No. 3.

Notes to Unaudited Pro Forma Condensed Combined Financial
Information

3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments,
page 89

Footnote
(13), page 90

 6. We note your response to our prior comment 23. Please tell us and disclose in more detail how you determined the amount of
the adjustment and why you believe this adjustment amount is factually supportable and should be included in the pro forma financial
statements. Although the agreement is part of the transaction, it appears that because the amount is a management estimate, it
would not be factually supportable. Please advise or revise to remove the adjustment.

RESPONSE:
In response to the Staff’s comment, Yatra has revised the disclosure in note A on page 92 of Amendment No. 3.

United States Securities and Exchange Commision

November 15, 2016

Page 4

Footnote (4), page 91

 7. We note your response to our prior comment 27. Please tell us your consideration for disclosing the modification terms of your
Employee Stock Option Grants elsewhere in the document including MD&A and notes to the financial statements.

RESPONSE:
In response to the Staff’s comment, Yatra has revised the disclosure in footnote 21 on page 92 of Amendment No. 3. The revised
disclosure clarifies that the modification is a result of revaluing the Employee Stock Options as of the closing date of the transaction. As there is no impact from this revaluation on the historical financial statements, no changes have been made to the
MD&A or Notes to the financial statements.

Beneficial Ownership, page 156

 8. We note your response to our prior comment 34 and reissue. Please revise to provide beneficial ownership information as of
the most recent practicable date rather than as of the record date. Similarly, revise the disclosure in beneficial ownership tables
beginning on page 178.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure on page 158 of Amendment No. 3 to indicate that the beneficial ownership information is provided
as of November 1, 2016. Yatra and Terrapin 3 have revised the disclosure in the beneficial ownership tables beginning on page 180
of Amendment No. 3 to provide beneficial ownership information as of November 1, 2016.

Proxy Card

 9. Please mark your proxy card as “Preliminary Copies” in accordance with Rule 14a-6(e)(1).

RESPONSE: In response to the Staff’s comment,
the proxy card has been marked as “Preliminary Copy” in accordance with Rule 14a-6(e)(1).

United States Securities and Exchange Commision

November 15, 2016

Page 5

Exhibit Index

 10. Please tell us why you have removed the following exhibits from the exhibit index:

·
Addendum between Yatra Online Private Limited and Bennett, Coleman & Co. Ltd., dated August 14, 2014;

·
Second Addendum between Yatra Online Private Limited and Bennett, Coleman &

Co. Ltd., dated May 28, 2015;

·
Third Addendum between Yatra Online Private Limited and Bennett, Coleman & Co.

Ltd., dated September 21, 2015;
and

·
Fourth Addendum between Yatra Online Private Limited and Bennett, Coleman & Co. Ltd., dated August 18, 2016.

RESPONSE: Yatra respectfully advises the Staff that
the exhibits referenced above were removed from the exhibit index because Yatra previously determined that they are not material
contracts of the type specified under Item 601(b)(10) of Regulation S-K as they are annual purchase orders under the Advertising
Agreement with Bennett, Coleman & Co. Ltd., dated June 20, 2011, filed as Exhibit 10.16 (the “Advertising Agreement”).
The Advertising Agreement contains all of the material provisions of the arrangement between the parties. The exhibits were inadvertently
included in the exhibit list in the Registration Statement.

Previous Comments

Please provide a consent
for Phocuswright Inc. or tell us why this is not required. Refer to Rule 436 of the Securities Act.

RESPONSE: In response to the Staff’s comment,
Yatra has filed the consent for Phocuswright Inc. as Exhibit 23.4 to Amendment No. 3.

Please include an organization
chart depicting your organizational structure before and after the consummation of the merger to help illustrate the narrative
description of the parties and the transactions. This chart should also illustrate the states or countries of incorporation of
various legal entities.

RESPONSE: In response to the Staff’s comment,
Yatra has included charts depicting the organizational structure of Yatra before and after consummation of the Transaction on page
14 of Amendment No 3. In addition, Yatra has included the post-consummation of the Transaction organization chart on page 74 of
Amendment No 3.

United States Securities and Exchange Commision

November 15, 2016

Page 6

If you should have any questions concerning the enclosed matters,
please contact the undersigned at (617) 570-1021.

Sincerely,

/s/ Michael J. Minahan

Michael J. Minahan

 cc:

Mail Stop 3561

November 18, 2016

Dhruv Shringi
Chief Executive Officer
Yatra Online, Inc.
1101 -03, 11th Floor, Tower -B
Unitech  Cyber Park
Sector 39, Gurgaon, Haryana 122002
India

Re: Yatra Online, Inc.
  Amendment No. 3 to Registration Statement on Form F -4
  Filed November 15, 2016
File No. 333 -213862

Dear Mr. Shringi :

We have reviewed your amended registration statement  and have the following
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 fa cts 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.   Unless we note
otherwise, our references to prior comments are to comments in our November 9 , 2016 letter.

General

1. Please revise so that all material information is provided as of the most recent practicable
date.  By way of example we note th at you disclose the amount in the trust account as of
September 23, 2016, the approximate amount per share upon the exercise of redemption
rights as of September 26, 2016, and the number of Terrapin 3 Class A and Class F
shares outstanding as of September 23, 2016.

Dhruv Shringi
Yatra Online, Inc.
 November  18, 2016
 Page 2

 Selected Consolidated Historical Financial Data of Yatra, page 20

2. We note that you have revised to disclose Revenue Less Service Cost for the three
months ended June 30, 2016 and 2015.   Please revise your disclosure on page 22 to
include the  reconciliation of Revenue Less Service Cost to the most comparable IFRS
measure for these interim periods ended June 30, 2016 and 2015.

Selected Historical Financial Data of Terrapin 3, page 23

3. Please revise this disclosure to reflect the amounts as of September 30, 2016 consistent
with the updated interim financial statements for the same period.

Selected Unaudited Pro Forma Condensed Combined Financial Information, page 24

4. We note that in this section  you disclose the pro forma balance sheet data as of March 31,
2016 and the income statement data for the year ended March 31, 2016.   In light of the
fact that you have updated your pro forma financial statements which begin on page 85 to
reflect the pro f orma statement of position as of June 30, 2016 and the pro forma results
of operations for the quarter ended June 30, 2016, please revise your selected unaudited
pro forma condensed combined financial information on page 24 to be consistent with
these peri ods.

You may contact Melissa Gilmore at (202) 551 -3777 or Claire Erlanger at (202) 551 -
3301 if you have questions regarding comments on the financial statements and related matters.
Please contact Tonya K. Aldave  at (202) 551 -3601 or me at (202) 551 -3859  with any other
questions.

Sincerely,

 /s/ Justin Dobbie for

 John Dana Brown
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Jocelyn Arel , Esq.
Goodwin Procter LLP

CORRESP
1
filename1.htm

    Michael J. Minahan

        617.570.1021

        mminahan@goodwinlaw.com

    Goodwin Procter LLP

        Counselors at Law

        100 Northern Avenue

        Boston, MA 02210

        T: 617.570.1000

        F: 617.523.1231

November 21, 2016

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    John Dana Brown, Attorney-Advisor

    Office of Transportation and Leisure

 Re: Yatra Online, Inc.

Amendment No. 3 to Registration Statement on Form F-4

Filed November 15, 2016

File No. 333-213862

Dear Mr. Brown:

This letter is submitted on behalf of Yatra
Online, Inc. (the “Company” or “Yatra”) and Terrapin 3 Acquisition Corporation (“Terrapin
3”) in response to the comments of the staff of the Office of Transportation and Leisure (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-4 filed on September 29, 2016 (“Registration Statement”), as amended by Amendment No. 1
to the Registration Statement filed on October 25, 2016, Amendment No. 2 to the Registration Statement filed on November 1, 2016
and Amendment No. 3 to the Registration Statement filed on November 15, 2016 (“Amendment No. 3”), as set forth
in the Staff’s letter dated November 18, 2016 (the “Comment Letter”). The Company is concurrently submitting
Amendment No. 4 to the Registration Statement (“Amendment No. 4”) which includes changes that principally reflect
responses to the Staff’s comments.

For reference purposes, the text of the
Comment Letter has been reproduced and italicized herein with responses below each numbered comment. Unless otherwise indicated,
page references in the descriptions of the Staff’s comments refer to Amendment No. 3, and page references in the responses
refer to Amendment No. 4. All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the
Registration Statement.

The responses provided herein are based
upon information provided to Goodwin Procter LLP by the Company and by Terrapin 3.

United States Securities and Exchange Commision

November 21, 2016

Page 2

General

 1. Please revise so that all material information is provided as of the most recent practicable date. By way of example, we note
that you disclose the amount in the trust account as of September 23, 2016, the approximate amount per share upon the exercise
of redemption rights as of September 26, 2016, and the number of Terrapin 3 Class A and Class F shares outstanding as of September
23, 2016.

RESPONSE: In response to the Staff’s comment ,Terrapin
3 has revised the disclosure on pages 7, 9, 15, 23, 49, 51, 57, 147 and 158 of Amendment No. 4 to provide all material information
as of the most recent practicable date.

Selected Consolidated Historical Financial Data of Yatra,
page 20

 2. We note that you have revised to disclose Revenue Less Service Cost for the three months ended June 30, 2016 and 2015. Please
revise your disclosure on page 22 to include the reconciliation of Revenue Less Service Cost to the most comparable IFRS measure
for these interim periods ended June 30, 2016 and 2015.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure on page 22 of Amendment No. 4 to include the reconciliation of Revenue Less Service Cost to the
most comparable IFRS measure for these interim periods ended June 30, 2016 and 2015.

Selected Historical Financial Data of Terrapin 3, page 23

 3. Please revise this disclosure to reflect the amounts as of September 30, 2016 consistent with the updated interim financial
statements for the same period.

RESPONSE:
In response to the Staff’s comment, Terrapin 3 has revised the disclosure on page 23 of Amendment No. 4 to reflect such amounts
as of September 30, 2016.

Selected Unaudited Pro Forma Condensed Combined Financial
Information, page 24

 4. We note that in this section you disclose the pro forma balance sheet data as of March 31, 2016 and the income statement data
for the year ended March 31, 2016. In light of the fact that you have updated your pro forma financial statements which begin on
page 85 to reflect the pro forma statement of position as of June 30, 2016 and the pro forma results of operations for the quarter
ended June 30, 2016, please revise your selected unaudited pro forma condensed combined financial information on page 24 to be
consistent with these periods.

United States Securities and Exchange Commision

November 21, 2016

Page 3

RESPONSE:
In response to the Staff’s comment, Yatra and Terrapin 3 have revised the disclosure on page 24 of Amendment No. 4 to reflect
such information as of June 30, 2016.

If you should have any questions concerning the enclosed matters,
please contact the undersigned at (617) 570-1021.

Sincerely,

/s/ Michael J. Minahan

Michael J. Minahan

 cc:

Mail Stop 3561

November 9 , 2016

Dhruv Shringi
Chief Executive Officer
Yatra Online, Inc.
1101 -03, 11th Floor, Tower -B
Unitech  Cyber Park
Sector 39, Gurgaon, Haryana 122002
India

Re: Yatra Online, Inc.
  Amendment No. 2 to Registration Statement on Form F -4
  Filed November 1 , 2016
File No. 333 -213862

Dear Mr. Shringi :

We have reviewed your amended registration statement  and have the following
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 fac ts 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 c omments.   Unless we note
otherwise, our references to prior comments are to comments in our October 26, 2016 letter .

General

1. Please tell us whether Terrapin 3 will be separately filing a preliminary proxy statement
related to the business combination pro posal, and if so when.  If Terrapin 3 does not plan
to file a preliminary proxy statement please provide us your analysis as to why this is not
required.

Dhruv Shringi
Yatra Online, Inc.
 November  9, 2016
 Page 2

 2. We note your response to our prior comment 17 and that Yatra’s shareholders’ approval
is a condition  to the merger.  Please add a separate question and answer or disclose and
describe this condition in more detail in the summary section.   Please describe the “all
other matters contemplated thereby” upon which the Yatra shareholders will act.

3. Please disclose when Yatra will seek the approval of its shareholders  relative to the date
of the Terrapin 3 meeting  and whether Yatra will be seeking shareholder approval to
authorize the issuance of securities you are registering on this form.

4. Please revise to include upd ated interim financial statements of Terrapin 3 Acquisition
Corporation in your next amendment.

Ownership of Yatra Ordinary Shares Upon Completion of the Transaction, page 15

5. We note from your response to our prior comment 11 that the letter agreement referred to
in your response has been filed as Exhibit 10.24 to Amendment 2 to your Form F -4.
However, Exhibit 10.24 appears to be related to an agreement with Macquarie and not the
letter agreement you refer to.  Please file this agreement as an exhibit or tell us where this
agreement is currently located in your document.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

3. Unaudited Pro Forma Condensed Combined Ba lance Sheet Adjustments, page 89

Footnote (13), page 9 0

6. We note you r response to our prior comment 23.  Please tell us and disclose in more
detail how you determined the amount of the adjustment and why you believe this
adjustment amount is factually supportable and should be included in the pro forma
financial statements .  Although the agreement is part of the transaction, it appears that
because the amount is a management estimate, it would not be factually supportable.
Please advise or revise to remove the adjustment.

Footnote (4) page 91

7. We note your response to our  prior comment 27.  Please tell us your consideration for
disclosing the modification terms of your Employee Stock Option Grants elsewhere in
the document including MD&A and notes to the financial statements.

Beneficial Ownership, page 156

8. We note your response to our prior comment 34 and reissue.  Please revise to provide
beneficial ownership information as of the most recent practicable date rather than  as of

Dhruv Shringi
Yatra Online, Inc.
 November  9, 2016
 Page 3

 the record date.  Similarly, revise the disclosure in beneficial owners hip tables beginning
on page 178 .

Proxy Card

9. Please mark your proxy card as “Preliminary Copies” in accordance with Rule 14a -
6(e)(1).

Exhibit Index

10. Please tell us why you have removed the following exhibits from the exhibit index:
 Addendum between Yatra Online Private Limited and Bennett, Coleman & Co. Ltd.,
dated August 14, 2014;
 Second Addendum between Yatra Online Private Limited and Bennett, Coleman &
Co. Ltd., dated May 28, 2015;
 Third Addendum between Yatra Online Private Limited and Bennett, Coleman & Co.
Ltd., dated September 21, 2015;  and
 Fourth Addendum between Yatra Online Private Limited and Bennett, Coleman &
Co. Ltd., dated August 18, 2016 .

You may contact Melissa Gilmore at (202) 551 -3777 or Claire Erlanger at (202) 551 -
3301 if you have questions regarding comments on the financial statements and related matters.
Please contact Tonya K. Aldave  at (202) 551 -3601 or me at (202) 551 -3859 with any other
questions.

Sincerely,

 /s/ John Dana Brown

 John Dana Brown
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Jocelyn Arel , Esq.
Goodwin Procter LLP

CORRESP
1
filename1.htm

        Michael J. Minahan

        617.570.1021

        mminahan@goodwinlaw.com

        Goodwin Procter LLP

        Counselors at Law

        100 Northern Avenue

        Boston, MA 02210

        T: 617.570.1000

        F: 617.523.1231

November 1, 2016

VIA EDGAR AND FEDERAL EXPRESS

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:	John Dana Brown, Attorney-Advisor

                   Office of Transportation and Leisure

 Re: Yatra Online, Inc.

Registration Statement on Form F-4

Filed September 29, 2016

Amendment No. 1 to Registration Statement on Form F-4

Filed October 25, 2016

File No. 333-213862

Dear Mr. Brown:

This letter is submitted on behalf of Yatra
Online, Inc. (the “Company” or “Yatra”) and Terrapin 3 Acquisition Corporation (“Terrapin
3”) in response to the comments of the staff of the Office of Transportation and Leisure (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Registration
Statement on Form F-4 filed on September 29, 2016 (“Registration Statement”), as amended by Amendment No. 1
to the Registration Statement filed on October 25, 2016 (“Amendment No. 1”), as set forth in the Staff’s
letter dated October 26, 2016 (the “Comment Letter”). The Company is concurrently submitting Amendment No. 2
to the Registration Statement (“Amendment No. 2”) which includes changes that principally reflect responses
to the Staff’s comments.

For reference purposes, the text of the
Comment Letter has been reproduced and italicized herein with responses below each numbered comment. Unless otherwise indicated,
page references in the descriptions of the Staff’s comments refer to the Registration Statement, and page references in the
responses refer to Amendment No. 2. All capitalized terms used and not otherwise defined herein shall have the meanings set forth
in the Registration Statement.

The responses provided herein are based
upon information provided to Goodwin Procter LLP by the Company and by Terrapin 3.

United States Securities and Exchange Commision

November 1, 2016

Page 2

General

 1. Please supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act,
that you, or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities
Act, whether or not they retain copies of the communications.

RESPONSE: Yatra advises the Staff that at this time
it has not provided or authorized others to provide potential investors with any written communications, as defined in Rule 405
under the Securities Act, in reliance on Section 5(d) of the Securities Act. Yatra undertakes to provide the Staff with copies
of any written communications that are presented to potential investors in the future by it or anyone authorized to do so on its
behalf in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

 2. We note your disclosure on page 145 that Terrapin 3 dismissed KPMG as its independent registered public accounting firm on
August 14, 2014. Please provide information required by Item 16F of Form 20-F as it relates to KPMG’s dismissal.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on page 148 to include the information required by Item 16F(b) of Form 20-F as it relates
to the dismissal of KPMG LLP by Terrapin 3. Terrapin 3 previously publicly disclosed in its Form 8-K, dated August 15, 2014, the
information required by Item 16F(a) of Form 20-F.

 3. Please mark your notice letter as “Preliminary Copies” in accordance with Rule 14a-6(e)(1).

RESPONSE: In response to the Staff’s comment,
the notice letter has been marked as “Preliminary Copy” in accordance with Rule 14a-6(e)(1).

 4. Please include a preliminary proxy card with your next amendment.

RESPONSE: In response to the Staff’s comment,
a preliminary proxy card has been included with Amendment No. 2.

 5. We note that you have entered into the Amended and Restated Investment Banking Letter Agreement with Terrapin 3 and Macquarie
Capital. If this is a material agreement, please file it as an exhibit to your registration statement or advise.

RESPONSE: In response to the Staff’s comment,
the Company has filed the Amended and Restated Investment Banking Letter Agreement, dated July 13, 2016, among Macquarie Capital
(USA) Inc., Terrapin 3 and the Company as Exhibit 10.24 to Amendment No. 2.

 6. Please provide us with copies of any “board books” or any other materials provided to the board and management
in connection with the proposed transaction or advise. Such materials should include any presentations made by the financial advisors.
Also, provide us with copies of any engagement letters.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 respectfully advises the Staff that the written, confidential presentation materials prepared by Ladenburg Thalmann
& Co. Inc. (“Ladenburg Thalmann”) in connection with its opinion, rendered to the board of directors of
Terrapin 3 on July 13, 2016, as summarized in the section of Amendment No. 2 entitled “Proposals to be Considered by Terrapin
3’s Stockholders—The Business Combination Proposal—Opinion of Terrapin 3’s Financial Advisor,” will
be provided to the Staff under separate cover on a confidential and supplemental basis pursuant to Rule 418 of the Securities Act
of 1933, as amended, and Rule 12b-4 under the Securities Exchange Act of 1934, as amended. In accordance with such Rules, such
materials are being provided together with a request that these materials be returned promptly following completion of the Staff’s
review thereof. Such materials are not, and will not be, filed with or deemed to be part of the Registration Statement, including
any amendments thereto. By separate letter, a request for confidential treatment of these materials pursuant to the provisions
of 17 C.F.R. § 200.83 will be made.

United States Securities and Exchange Commision

November 1, 2016

Page 3

Industry and Market Data, page 1

 7. Please provide a consent for Phocuswright Inc. or tell us why this is not required. Refer to Rule 436 of the Securities Act.

RESPONSE: Yatra acknowledges the Staff’s comment
and confirms that it will include in a subsequent filing a consent for Phocuswright Inc.

Questions and Answers about the Transaction

What Conditions must be satisfied to complete the Transaction?,
page 7

 8. We note your disclosure that one of the closing conditions of the merger is for Terrapin 3 to have, in the aggregate, not less
than $100.0 million of cash that is available for distribution. We also note your disclosure on page 7 that as of September 23,
2016 Tarrapin 3 had approximately $99.4 million in the trust account. Please revise to explain how Tarrapin 3 plans to satisfy
this closing condition.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on page 7 of Amendment No. 2.

What are the interests of Terrapin 3’s directors and
executive officers in the Transaction

 9. We note that in the second, third and fourth bullet points you refer to securities held by initial stockholders and Sponsors.
Please explain which directors and executive officers are also Sponsors or initial stockholders. In addition, revise similar disclosure
on page 71.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on pages 8 and 72 to further describe the relationship of Terrapin 3’s directors and
executive officers to the sponsors and whether such directors and executive officers are “initial stockholders.”

Summary, page 14

 10. Please include an organization chart depicting your organizational structure before and after the consummation of the merger
to help illustrate the narrative description of the parties and the transactions. This chart should also illustrate the states
or countries of incorporation of various legal entities.

RESPONSE: Yatra acknowledges the Staff’s comment
and confirms that it will include in a subsequent filing organization charts depicting the structure of Yatra before and after
the consummation of the transactions contemplated by the Business Combination Agreement, which charts will illustrate the states
or countries of incorporation of the various legal entities set forth in the charts.

Ownership of Yatra Ordinary Shares Upon Completion of the
Transaction, page 15

 11. We note that the Post-Reverse Split Shares attributed to Yatra’s existing shareholders are 21,943,066. In light of the
fact that as of March 31, 2016 Yatra appears to have 6,180,105 ordinary shares and 41,065,679 preference shares, please explain
to us how this amount of shares was calculated or determined. If there was a significant amount of shares issued subsequent to
March 31, 2016, these issuances should be disclosed in the notes to the financial statements and MD&A. Please advise.

RESPONSE: Yatra respectfully advises the Staff that
Yatra entered into a letter agreement with each of its shareholders pursuant to which: (a) Yatra’s preference holders agreed
to convert their preference shares into Yatra Ordinary Shares effective immediately prior to the commencement of trading of Yatra’s
Ordinary Shares on NASDAQ, but prior to the effectiveness of the second merger contemplated by the Business Combination Agreement;
and (b) each Yatra shareholder agreed that upon such conversion the issued share capital of Yatra, as shown on Yatra’s register
of members, would be restated as specified on Exhibit A thereto. Immediately following such conversion Yatra’s shareholders
agreed there would be an aggregate of 119,021,225 Yatra Ordinary Shares issued and outstanding prior to giving effect to a 5.4240926-for-1
reverse split of Yatra’s Ordinary Shares and 21,943,066 Yatra Ordinary Shares after giving effect to such 5.4240926-for-1
reverse split, which will occur contemporaneously with such conversion. Such letter agreement has been filed as Exhibit 10.24 to
Amendment No. 2.

In response to the Staff’s comment, Yatra has
revised the disclosure on pages 16 and 127 of Amendment No. 2.

United States Securities and Exchange Commision

November 1, 2016

Page 4

Proposals to be Considered by the Terrapin 3’s Stockholders,
page 58

Background of the Transaction, page 58

 12. We note your disclosure on page 60 that Terrapin 3 “continued to consider alternative business combinations.” Please
disclose what alternative business combinations the Terrapin 3’s Board of Directors considered.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on page 61 of Amendment No. 2 to disclose the alternative business combinations considered
by Terrapin 3’s board of directors.

Terrapin 3’s Board of Directors’ Reasons for
Approval of the Transaction, page 62

 13. We note your disclosure on page 63 that the “implied purchase multiple of Yatra compares favorably to the current valuations
of similar public companies.” Please disclose the actual numeric value of the multiple you reference.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on page 64 of Amendment No. 2 to disclose the actual numeric value of the implied purchase
multiple of the Company compared to the current valuations of similar public companies.

Opinion of Terrapin 3’s Financial Advisor, page 64

 14. We note that Yatra prepared internal financial projections that Terrapin 3 provided to Ladenburg Thalmann. Please revise to
disclose these internal financial projections or explain why you have not included them.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 respectfully advises the Staff that the financial projections appearing in the tables on pages 17, 64, and 68 comprise
the internal financial projections provided to Ladenburg Thalmann for their analysis in connection with their opinion.

 15. Please disclose whether any of the selected publicly traded companies listed on top of page 67 are Indian companies.

RESPONSE: In response to the Staff’s comment,
Terrapin 3 has revised the disclosure on page 67 of Amendment No. 2 to disclose that MakeMyTrip Limited conducts its business operations
primarily in India.

Miscellaneous, page 69

 16. Please quantify any fees payable to Ladenburg Thalmann and its affiliates relating to any material relationship that existed
in the last two years between Terrapin 3 and its affiliates and Ladenburg Thalmann and its affiliates. Refer to Item 1015(b)(4)
of Regulation M-A.

RESPONSE: Terrapin 3 respectfully advises the Staff
that other than in connection with the engagement of Ladenburg Thalmann to provide an opinion to Terrapin 3’s board of directors
and to act as an advisor to Terrapin 3 to assist Terrapin 3 in completing the Merger, there are no fees payable to Ladenburg Thalmann
and its affiliates relating to any material relationship that existed in the last two years between Terrapin 3 and its affiliates
and Ladenburg Thalmann and its affiliates.

United States Securities and Exchange Commision

November 1, 2016

Page 5

The Business Combination Agreement

Conditions to Complete the Transaction, page 79

 17. We note that you list “the approval of Yatra’s shareholders having been obtained” as a condition to complete
the transaction. Please clarify what Yatra’s shareholders need to approve.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure on page 80 of Amendment No. 2.

Use of Proceeds, page 83

 18. We note that you intend “to repay certain indebtedness and other payouts of Yatra.” Please disclose the interest
rates of the credit facilities to be repaid. Refer to Instruction 4 to Item 504 of Regulation S-K.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure on page 84 of Amendment No. 2.

Unaudited Pro Forma Condensed Combined Financial Information,
page 84

 19. We note your disclosure here that Yatra’s shareholders will have “approximately 58% ownership interest in the combined
entity.” On page 74 and other sections of the prospectus, however, you state that Yatra’s current shareholders will
own an ownership interest of approximately 61.8% of Yatra’s Ordinary Shares. Please explain the difference between these
numbers or revise for consistency.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure on pages 6, 15, 16, 75, 84, 85 and 89 of Amendment No. 2 for consistency.

Notes to Unaudited Pro Forma Condensed Combined Financial
Information

3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments,
page 89

 20. Please expand your footnote disclosures to clearly describe how the underlying amounts related to the pro forma adjustments
were determined or refer to where the information is located in the document. Where applicable, explain how such adjustments are
factually supportable.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure in the notes to the Unaudited Pro Forma Condensed Combined Balance Sheet and Statement of Operations
on pages 90 through 91 of Amendment No. 2, including the specific responses to questions number 21 through 27 below.

Footnote (11), page 89

 21. We note from your disclosure in footnote (11) that this adjustment reflects the noncontrolling interest held by current Terrapin
3 Class F shareholders in a subsidiary of Yatra established as part of the transaction. Please tell us and revise to clearly explain
how the amount of the adjustment was calculated or determined. Include in your revised disclosure the percentage held by the non-controlling
interest.

RESPONSE: In response to the Staff’s comment,
Yatra has revised the disclosure on page 90 of Amendment No. 2

United States Securities and Exchange Commision

November 1, 2016

Page 6

Footnote (12), page 89

 22. We note your disclosure that this adjustment refl

Mail Stop 3561
October 26, 2016

Dhruv Shringi
Chief Executive Officer
Yatra Online, Inc.
1101 -03, 11th Floor, Tower -B
Unitech  Cyber Park
Sector 39, Gurgaon, Haryana 122002
India

Re: Yatra Online, Inc.
Registrat ion Statement on Form F -4
Filed September 29, 2016
  Amendment No. 1 to Registration State ment on Form F -4
  Filed October 25, 2016
File No. 333 -213862

Dear Mr. Shringi :

We have reviewed your registration statement  and have the following 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 a ppropriate, 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.

General

1. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain  copies of the communications.

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 2

2. We note your disclosure on page 145 that Terrapin 3 dismissed KPMG as its independent
registered public accounting firm on August 14, 2014.  Please provide info rmation
required by Item 16F of Form 20 -F as it relates to KPMG’s dismissal.

3. Please mark your notice letter as “Preliminary Copies” in accordance with Rule 14a -
6(e)(1).

4. Please include a preliminary proxy card with your next amendment .

5. We note that you have entered into the Amended and Restated Investment Banking Letter
Agreement with Terrapin 3 and Macquarie Capital.  If this is a material agreement, please
file it as an exhibit to your registration statement or advise.

6. Please provide us with copies of any “board books” or any other materials p rovided to the
board and management in connection with the proposed transaction or advise.  Such
materials should include any presentations made by the financial advisors.  Also, provide
us with copies of any engagement letters.

Industry and Mar ket Data, page 1

7. Please provide a consent for Phocuswright Inc  or tell us why this is not required .  Refer to
Rule 436 of the Securities Act.

Questions and Answers about the Transaction

What Conditions must be satisfied to complete the Transaction?, page 7

8. We note your disclosure that one of the closing conditions of the merger is for Terrapin 3
to have, in the aggregate, not less than $100.0 million of cash that is available for
distribution. We also note your disclosure  on page 7 that as of September 23, 2016
Tarrapin 3 had approximately $99.4 million in the trust account.  Please revise to explain
how Tarrapin 3  plans to satisfy this closing condition.

What are the interests of Terrapin 3’s directors and executive officers in the Transaction?, page 8

9. We note that in the second, third and fourth bullet points you refer to securities held by
initial stockholders and Sponsors.  Please explain which  directors an d executive officers
are also Sponsors or initial stockholders .  In addition, revise similar disclosure on page
71.

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 3

 Summary, page 14

10. Please include an organization chart depicting your organizational structure before and
after the consummation of the merger to help illustrate the narrative description of the
parties and the transactions.  This chart should also illustrate the states or countries of
incorporation of various legal entities .

Ownership of Yatra Ordinary Shares Upon Completion of the Transaction, page 15

11. We note that the Post -Reverse Split Shares attributed to Yatra’s existing shareholders are
21,943,066.  In light of the fact that as of March 31, 2016 Yatra appears to have
6,180,105 ordinary shares and 41,065,679 preference shares, please explain to us ho w
this amount of shares was calculated or determined.  If there was a significant amount of
shares issued subsequent to March 31, 2016, these issuances should be disclosed in the
notes to the financial statements and MD&A.  Please advise.

Proposals to be Considered by the Terrapin 3’s Stockholders, page 58

Background of the Transaction, page 58

12. We note your disclosure on page 60 that Terrapin 3 “continued to consider alternati ve
business combinations.”  P lease disclose what alternative business combinations  the
Terrapin 3’s Board of Directors considered.

Terrapin 3’s Board of Directors’ Reasons for Approval of the Transaction, page 62

13. We note your di sclosure on page 63 that the “implied purchase multiple of Yatra
compares favorably to the current valuations of similar public companies.”   Please
disclose the actual numeric value  of the multiple  you reference.

Opinion of Terrapin 3’s Fina ncial Advisor, page 64

14. We note that Yatra  prepared internal financial projections that Terrapin 3 provided to
Ladenburg Thalmann .  Please revise to disclose these internal financial projections or
explain why you have not included them .

15. Please disclose whether any of the se lected publicly traded companies listed on top of
page 67 are Indian companies.

Miscellaneous, page 69

16. Please quantify any fees payable to Ladenburg Thalmann  and its affiliates relating to any
material relationship that existed in the last two years between Terrapin 3  and its affiliates
and Ladenburg Thalmann  and its affiliates.  Refer to Item 1015(b)(4) of Regulation M -A.

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 4

The Business Combination Agreement

Conditions to Complete the Transaction, page 79

17. We note tha t you list “the approval of Yatra’s sh areholders having been obtained ” as a
condition to complete the transaction.  Please clarify what Yatra’s shareholders need to
approve.

Use of Proceeds, page 83

18. We note that you intend “to repay certain indebtedness and other payouts of Yatra .”
Please disclose the interest rate s of the credit facilities to be repaid .  Refer to Instruction 4
to Item 504 of Regulation S -K.

Unaudited Pro Form Condensed Combined Financial Information, page 84

19. We note your disclosure here that Yatra’s shareholders  will have “approximately 58%
ownership i nterest in the combined entity.”  On page 74 and other sections of the
prospectus, however, you state that Yatra’s current shareholders will own an ownership
interest of approximately 61.8% of Yatra’s Ordinary Share s.  Please explain the
difference between these numbers or revise for consistency.

Notes to Unaudit ed Pro Forma Condensed Combined Financial Information

3. Unaudited Pro Forma Condensed Combined Balance Sheet Adjustments, page 89

20. Please expand your footnote disclosures to clearly describe how the underlying amounts
related to the pro forma adjustments  were determined or refer to where the information is
located in the document.  Where applicable, explain how such adjustments are factually
supportable.

Footnote (11), page 89

21. We note from your disclosure in footnote (11) that this adjustment reflects t he non -
controlling interest held by current Terrapin 3 Class F shareholders in a subsidiary of
Yatra established as part of the transaction.  Please tell us and revise to clearly explain
how the amount of the adjustment was calculated or determined.  Inclu de in your revised
disclosure the percentage held by the non -controlling interest.

Footnote (12), page 89

22. We note your disclosure that this adjustment reflects the conversion of preference shares
in Yatra Cayman to Ordinary shares of Yatra Cayman after c onsidering a reverse stock

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 5

 split on a 5.42 for 1 basis.  In light of the fact that it appears from your disclosure on page
124 that the conversion of preference shares to Yatra Ordinary shares will not take place
at the time of the merger, but will occur i mmediately prior to the commencement of
trading on NASDAQ, please disclose this fact, as well as the intended timing of the 5.42
for 1 reverse stock split.  Also, please explain why you believe this conversion is directly
attributable to this acquisition t ransaction.

Footnote (13), page 89

23. We note that the adjustment in footnote (13) reflects the liability for a contingent payable
to Yatra shareholders subject to Yatra’s achievement of EBITDA/Revenue targets during
2017 and 2018.  In light of the fact tha t this appears to be management’s estimate of the
amount that will ultimately be paid, please explain to us why you believe this adjustment
is factually supportable and should be included in the pro forma financial statements.
Also, please revise to refer  to the more detailed disclosure of this contingent dividend
agreement on pages 123 -124.

Footnote (14), page 90

24. We note that this adjustment is to reflect the issuance of Yatra Ordinary shares to holders
of Class A Common Stock in exchange for shares o f Class A Common Stock.  Please
provide us, and revise to disclose more details about this adjustment including how the
amounts of the adjustments and the differences disclosed in the footnote were calculated
or determined.

Footnote (17), page 90

25. Please revise to disclose the amount of shares that are intended to be repurchased in this
adjustment.

Footnote (3), page 90

26. We note that this adjustment is to reflect expense for restricted company ordinary shares
issued to the management team.  Please explain to us and revise to disclose how this
amount was calculated or determined and also why you believe it is both factually
supportable and is expected to have a continuing impact.  Additionally, please clarify for
us if this agreement for issuance of restricted shares is part of the acquisition agreement.

Footnote (4), page 90

27. We note that this adjustment is to reflect additional expense for the increase in fair value
of Employee Stock Option Grants due to modification in terms of the grant for ESOP s
remaining unvested as of the date of Pro Forma Condensed Combined Statement of
Financial Position.  Please revise to disclose the terms of the modification and how you

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 6

 calculated or determined the expense recognized as an adjustment.  Also, in regards to  the
accelerated expenses pertaining to ESOPs vested as of the date of the pro forma balance
sheet, please revise to disclose the amount that will be recognized but was not included in
the pro forma income statement because it does not have a continuing im pact.
Additionally, this modification of unvested ESOPs does not appear to be discussed
elsewhere in your filing.  Please revise your MD&A section to disclose the nature and
terms of this modification and resulting accelerated vesting.

Note 5. Earnings  Per share, page 90

28. We note that the pro forma weighted average number of shares outstanding for the year
ended March 31, 2016 is 31,367,816 and you provide detail as to the amount of shares
attributable to existing Yatra investors and the amount issued t o Terrapin 3 shareholders.
Please revise to more clearly explain how the pro forma amounts of shares in both
scenarios are calculated or determined.  Also, your revised disclosure should clearly
indicate the treatment of Yatra’s preference shares as part of the merger transaction.

Information about Yatra, page 101

29. We note your statement  that “[c]ertain of the information in this proxy
statement/prospectus on the Indian market is from independent market research carried
out by Phocuswright Inc. and other third party sources but should not be relied upon in
making, or refraining from makin g, any investment decision. ” Please revise the last part
of this sentence starting with “but should not be relied upon …” given that  investors are
entitled to rely on information included in the prospectus.

Business Overview, page 106

30. We note that you have entered into a strategic relationship with Reliance Retail Limited.
If you have entered into a written agreement and this agreemen t is material to you , please
describe its material terms and  file it as an exhibit to your registration statement or
advise.

Our Platf orm, page 111

31. We note you  refer to your retail stores.  Please expand your disclosure to include the
number of retail stores you operate, their average size and whether you own or lease the
stores.

Tax Matters Relating to Yatra TG, page 121

32. Please explain what  you mean by the “scrutiny assessment ” in the first place the term is
used.

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 7

 Management’s Discussion and Analysis of Financial Condition and Results of Operations of
Yatra, page 125

33. We note your disclosure of contractual obligations on page 138.  However, this
disclosure does not appear to include al l contractual obligations, or adhere to the format
specified in Item 5(F) of Form 20 -F. Please revise accordingly.

Beneficial Ownership, page 153

34. Please  revise to provide beneficial ownership information as of the most recent
practicable date instead of as of the record date.  Similarly , revise the disclosure in
beneficial ownership tables beginning on page 175.

Management after the Transaction, page  159

35. We note the numeric legend of (1) through (3) appearing on page 159 after the table with
the list of management names, ages and positions.  However, the legend numbers do  not
appear in the table itself.  Please revise.

Employment Agreemen ts, page 161

36. We note that you have entered into employment agreements with some of your key
employees.  Although you filed the employment agreements with Messrs. Shringi, Vaish
and Verma as exhibits to your registration statement, the employment agreement s for
other executives  have not been filed.  Please file the agreements with Messrs. Amin,
Dhall, Poddar and Sodhi  or tell us why this is not required .

Yatra Online Inc.

Notes to the Consolidated Financial Statements for the Year Ended March 31, 2016

40. Financial risk management, objec tives and policies, page F-51

37. Tell us your consideration for disclosure of a discussion of your foreign exchange risk to
provide investors with more company -specific and risk -specific disclosures as required
by paragraph 40 of IFRS 7.

Item 22.  Undertakings

38. Please advise why you have not included an un dertaking pursuant to Item 512(a )(6) of
Regulation S -K.

Dhruv Shrin gi
Yatra Online, Inc.
 October 26, 2016
 Page 8

 We remind you that the company and its management are responsible fo r 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 Melissa Gilmore at (202) 551 -3777  or Claire Erlanger at (202) 551 -
3301  if you have questions regarding comments on the financial statements and related matters.
Please contact Tonya K. Aldave  at (202) 551 -3601  or me at (202) 551 -3859  with any other
questions.

Sincerely,

 /s/ John Dana Brown

 John Dana Brown
 Attorney -Advisor
Office of Transportation and Leisure

cc:  Jocelyn Arel , Esq.
Goodwin Procter LLP