We have audited the accompanying standalone financial statements
of Yatra Online Limited (“the Company”), which comprise the Balance
Sheet as at March 31, 2025, and the Statement of Profit and Loss,
including Other Comprehensive Income, Statement of Changes in
Equity and Statement of Cash Flows for the year then ended, and
notes to the standalone financial statements, including material
accounting policy information and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 (“the Act”) in the manner so required and give a true and fair
view in conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with Companies (Indian Accounting
Standards) Rules, 2015, as amended (“Ind AS”) and other accounting
principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2025, and its profit (including other
comprehensive income), changes in equity and its cash flows for the
year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (“SAs”) specified under
section 143(10) of the Act. Our responsibilities under those Standards
are further described in the ‘Auditor's Responsibilities for the Audit
of the Standalone Financial Statements' section of our report. We
are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India
(“ICAI”) together with the ethical requirements that are relevant to
our audit of the standalone financial statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our opinion.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements for the year ended March 31, 2025 . This
matter was addressed in the context of our audit of the standalone
financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on this matter. We have
determined the matter described below to be the key audit matter to
be communicated in our report.

KEY AUDIT MATTERS

INFORMATION OTHER THAN THE STANDALONE
FINANCIAL STATEMENTS AND AUDITOR’S REPORT
THEREON

The Company's Board of Directors is responsible for the other
information. The other information comprises the Annual report
but does not include the standalone financial statements and our
auditor's report thereon. The Annual report is expected to be made
available to us after the date of this auditor's report

Our opinion on the standalone financial statements does not cover
the other information and we do not express any form of assurance
conclusion thereon.

In connection with our audit of the standalone financial statements,
our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the standalone financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated.

When we read the Annual report, if we conclude that there is a
material misstatement therein, we are required to communicate the
matter to those charged with governance under SA 720 ‘The Auditor's
responsibilities Relating to Other Information' and take necessary
actions, as applicable under the relevant laws and regulations.

RESPONSIBILITIES OF MANAGEMENT AND BOARD
OF DIRECTORS FOR THE STANDALONE FINANCIAL
STATEMENTS

The Company's Board of Directors is responsible for the matters
stated in section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and fair
view of the financial position, financial performance, changes in equity
and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting
Standards specified under section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records, relevant
to the preparation and presentation of the standalone financial
statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management
and Board of Directors are responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the Board of Directors either intends to liquidate
the Company or to cease operations, or has no realistic alternative
but to do so.

The Board of Directors is also responsible for overseeing the
Company's financial reporting process.

AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE
STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the
standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.

We give in “Annexure A” a detailed description of Auditor's
responsibilities for Audit of the Standalone Financial Statements.

OTHER MATTER:

The standalone financial statements of the Company for the year
ended March 31, 2024, were audited by another auditor whose
report dated May 30, 2024 expressed an unmodified opinion on
those statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2020
(“the Order”), issued by the Central Government of India in
terms of sub-section (11) of section 143 of the Act, we give
in “Annexure B” a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books, except for the matters
stated in paragraph 2(h)(vi) below on reporting under Rule

11(g).

(c) The Balance Sheet, the Statement of Profit and Loss
including other comprehensive income, the Statement
of Changes in Equity and the Statement of Cash Flow
dealt with by this Report are in agreement with the books
of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act.

(e) The reservation relating to the maintenance of accounts
and other matters connected therewith are as stated in
paragraph 2(b) above on reporting under Section 143(3)
(b) and paragraph 2(h)(vi) below on reporting under Rule

11(g).

(f) On the basis of the written representations received from
the directors as on March 31, 2025 taken on record by the
Board of Directors, none of the directors are disqualified
as on March 31, 2025 from being appointed as a director
in terms of Section 164(2) of the Act.

(g) With respect to the adequacy of the internal financial
controls with reference to standalone financial statements
of the Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure C”.

(h) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according
to the explanations given to us:

i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 30 to the
standalone financial statements.

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.

iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company

iv. (1) Under Rule 11(e)(i)

The Management has represented that,
to the best of its knowledge and belief,
no funds have been advanced or loaned
or invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the Company to or in
any other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with the
understanding, whether recorded in writing
or otherwise, that the Intermediary shall,
directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Company
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

(2) Under Rule 11(e)(ii)

The Management has represented, that,
to the best of its knowledge and belief, no
funds have been received by the Company
from any person(s) or entity(ies), including
foreign entities (“Funding Parties”), with the
understanding, whether recorded in writing
or otherwise, as on the date of this audit
report, that the Company shall, directly or
indirectly, lend or invest in other persons or

entities identified in any manner whatsoever
by or on behalf of the Funding Party
(“Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries.

(3) Under Rule 11(e)(iii)

Based on the audit procedures performed
that have been considered reasonable
and appropriate in the circumstances, and
according to the information and explanations
provided to us by the Management in this
regard, nothing has come to our notice that has
caused us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e) as
provided under (1) and (2) above, contain any
material mis-statement.

v. The Company has neither declared nor paid any

dividend during the year.

vi. 1. In regard to accounting software managed by

the entity (Signature)

Based on our examination, which included
test checks, the Company has used an
accounting software for maintaining its books
of account which has a feature of recording
audit trail (edit log) facility and the same has
operated throughout the year for all relevant
transactions recorded in the software. Further,
during the course of our audit, we did not
come across any instance of audit trail feature
being tampered with.

2. In regard to accounting software managed by
the entity (Others)

Based on our examination which included
test checks, the Company has used certain
accounting software's for maintaining its books
of account which has a feature of recording
audit trail (edit log) facility, except that no audit
trail feature was enabled at the database level
in respect of certain accounting software's to
log any direct data changes as explained in
Note 42 to the financial statements.

Further, where enabled, audit trail feature has
been operated for all relevant transactions
recorded in the accounting software's. Also,
during the course of our audit, we did not come
across any instance of audit trail feature being
tampered with in respect of such accounting
software. Additionally, the audit trail of prior
year has been preserved by the Company
as per the statutory requirements for record
retention to the extent it was enabled and
recorded in respective year.

3. In our opinion, according to information, explanations given to
us, the remuneration paid by the Company to its directors is
within the limits laid prescribed under Section 197 read with
Schedule V of the Act and the rules thereunder.

For M S K A & Associates
Chartered Accountants

ICAI Firm Registration No. 105047W

Bhaswar Sarkar

Partner

Membership No. 055596
UDIN: 25055596BNULBN1350

Place: Gurugram
Date: May 29, 2025