UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
under
the Securities Exchange Act of 1934
September
9, 2023
Commission
File Number: 001-37968
YATRA
ONLINE, INC.
Gulf
Adiba, Plot No. 272,
4th
Floor, Udyog Vihar, Phase-II,
Sector-20,
Gurugram-122008, Haryana
India
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Red
Herring Prospectus (RHP) filing for Yatra Online Limited’s Indian initial public offering
On
September 09 , 2023, Yatra Online Limited (“Yatra India”), a subsidiary of Yatra Online, Inc. (the “Company”),
filed its Red Herring Prospectus (RHP) with the Securities and Exchange Board of India (SEBI) to launch its previously announced
Initial Public Offering in India (the “IPO”). A copy of the Red Herring Prospectus is attached as Exhibit 99.1 to this Current
Report on Form 6-K.
The
proposed IPO consists of a fresh issue of equity shares of Yatra India aggregating up to INR 6,020 million and an offer for sale (“OFS”)
of up to 12,183,099 equity shares of Yatra India held by certain selling shareholders.
THCL
Travel Holding Cyprus Limited (“THCL”), one of the selling shareholders in the proposed IPO, is a wholly owned subsidiary
of the Company. The Company will receive the proceeds from the THCL OFS of up to 11,751,739 shares.
The
subscription window for Non-Institutional and Retail Investors in the proposed IPO will open on September 15, 2023, and close on September
20, 2023.
The
proposed IPO, including its terms and final size, is subject to market and other conditions, and there can be no assurance as to whether
the IPO will be consummated in a timely manner or at all.
Exhibit
Index
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
YATRA
ONLINE, INC. |
| |
|
|
| Date:
September 11, 2023 |
By: |
/s/
Dhruv Shringi |
| |
|
Dhruv
Shringi |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Yatra
Online Limited Red Herring Prospectus
DECLARATION
I
hereby certify and declare that all relevant provisions of the Companies Act, and the rules, guidelines and regulations issued by the
Government of India, and the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may
be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act,
the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued there under, as the case may be. I further certify
that all statements made in this Red Herring Prospectus are true and correct.
SIGNED
BY DIRECTOR OF OUR COMPANY
Dhruv
Shringi
Whole-time
Director and Chief Executive Officer
Date:
September 8, 2023
Place:
Gurugram
DECLARATION
I
hereby certify and declare that all relevant provisions of the Companies Act, and the rules, guidelines and regulations issued by the
Government of India, and the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may
be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act,
the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued there under, as the case may be. I further certify
that all statements made in this Red Herring Prospectus are true and correct.
SIGNED
BY DIRECTOR OF OUR COMPANY
Murlidhara
Kadaba
Non-Executive
Director
Date:
September 8, 2023
Place:
Gurugram
DECLARATION
I
hereby certify and declare that all relevant provisions of the Companies Act, and the rules, guidelines and regulations issued by the
Government of India, and the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may
be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act,
the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued there under, as the case may be. I further certify
that all statements made in this Red Herring Prospectus are true and correct.
SIGNED
BY DIRECTOR OF OUR COMPANY
Neelam
Dhawan
Non-Executive
Director
Date:
September 8, 2023
Place:
Gurugram
DECLARATION
I
hereby certify and declare that all relevant provisions of the Companies Act, and the rules, guidelines and regulations issued by the
Government of India, and the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may
be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act,
the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued there under, as the case may be. I further certify
that all statements made in this Red Herring Prospectus are true and correct.
SIGNED
BY DIRECTOR OF OUR COMPANY
Deepa
Misra Harris
Independent
Director
Date:
September 8, 2023
Place:
Gurugram
DECLARATION
I
hereby certify and declare that all relevant provisions of the Companies Act, and the rules, guidelines and regulations issued by the
Government of India, and the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may
be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act,
the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued there under, as the case may be. I further certify
that all statements made in this Red Herring Prospectus are true and correct.
SIGNED
BY DIRECTOR OF OUR COMPANY
Rohit
Bhasin
Independent
Director
Date:
September 8, 2023
Place:
Gurugram
DECLARATION
I
hereby certify and declare that all relevant provisions of the Companies Act, and the rules, guidelines and regulations issued by the
Government of India, and the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may
be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act,
the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued there under, as the case may be. I further certify
that all statements made in this Red Herring Prospectus are true and correct.
SIGNED
BY DIRECTOR OF OUR COMPANY
Ajay
Narayan Jha
Independent
Director
Date:
September 8, 2023
Place:
Gurugram
DECLARATION
I
hereby certify and declare that all relevant provisions of the Companies Act, and the rules, guidelines and regulations issued by the
Government of India, and the guidelines or regulations issued by the SEBI, established under Section 3 of the SEBI Act, as the case may
be, have been complied with and no statement made in this Red Herring Prospectus is contrary to the provisions of the Companies Act,
the SCRA, the SCRR, the SEBI Act or rules made or guidelines or regulations issued there under, as the case may be. I further certify
that all statements made in this Red Herring Prospectus are true and correct.
SIGNED
BY THE GROUP CHIEF FINANCIAL OFFICER OF OUR COMPANY
Rohan
Mittal
Group
Chief Financial Officer
Date:
September 8, 2023
Place:
Gurugram
DECLARATION
We,
THCL Travel Holding Cyprus Limited, acting as a Promoter Selling Shareholder, hereby confirm and declare that all statements, disclosures
and undertakings made or confirmed by us in this Red Herring Prospectus about or in relation to ourself, as a Promoter Selling Shareholder
and our respective portion of the Offered Shares, are true and correct. We assume no responsibility as a Promoter Selling Shareholder,
for any other statements, disclosures, and undertakings, including, any of the statements made or confirmed by or relating to the Company,
any other Selling Shareholder, or any other person(s) in this Red Herring Prospectus.
SIGNED
BY AND ON BEHALF OF THCL TRAVEL HOLDING CYPRUS LIMITED
Name:
Dhruv Shringi
Designation:
Authorised Signatory
Date:
September 8, 2023
Place:
Gurugram
DECLARATION
We,
Pandara Trust – Scheme I (acting through our trustee, Vistra ITCL (India) Limited), acting as an Investor Selling Shareholder,
hereby confirm and declare that all statements, disclosures and undertakings made or confirmed by us in this Red Herring Prospectus about
or in relation to ourself, as an Investor Selling Shareholder and our respective portion of the Offered Shares, are true and correct.
We assume no responsibility as an Investor Selling Shareholder, for any other statements, disclosures, and undertakings, including, any
of the statements made or confirmed by or relating to the Company, any other Selling Shareholder, or any other person(s) in this Red
Herring Prospectus.
SIGNED
BY AND ON BEHALF OF PANDARA TRUST – SCHEME I
Name:
TC Meenakshisundaram
Designation:
Designated Partner
Date:
September 8, 2023
Place:
Gurugram
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