Gurugram, India and New York, New York--(Newsfile Corp. - September 1, 2023) - Yatra Online, Inc. (NASDAQ: YTRA) (the "Company"), India's leading corporate travel services provider and one of India's leading online travel companies, today announced that it plans to hold its 2023 Annual General Meeting (the "AGM") on Thursday, September 28, 2023, at 6:00 P.M, local time, at the Company's India office located at Gulf Adiba, Plot No. 272, 4th Floor, Udyog Vihar, Phase-II, Sector-20, Gurugram-122008, Haryana, India.
Pursuant to the Company's Amended and Restated Memorandum and Articles of Association, on or about September 01, 2023, the Company will mail a Notice of Annual General Meeting and an accompanying proxy statement to the Company's shareholders of record as of August 31, 2023.
This year shareholders will be asked to vote on the following proposals:
1. Approval of an ordinary resolution to re-appoint Ms. Neelam Dhawan, Class I director nominee, to the Board of Directors to serve for a three-year term expiring at the 2026 annual general meeting.
2. Approval of an ordinary resolution to re-appoint Mr. Roshan Mendis, Class I director nominee, to the Board of Directors to serve for a three-year term expiring at the 2026 annual general meeting.
3. Approval of an ordinary resolution to re-appoint Mr. Michael A. Kaufman, Class I director nominee, to the Board of Directors to serve for a three-year term expiring at the 2026 annual general meeting.
4. Approval of an ordinary resolution to ratify the appointment of Ernst & Young Associates LLP as our independent registered public accountant for the fiscal year ending March 31, 2024, and,
5. Approval of a special resolution for the issuance of Ordinary Shares pursuant to the Note Purchase Agreement dated October 05, 2022, as amended, between Yatra Online, Inc. and MAK Capital Fund, LP ("Purchase Agreement").
The Board of Directors (the "Board") recommends a vote FOR Proposal Nos. 1, 2, 3, 4 and 5. These proposals are described in the Proxy Statement, which shareholders are encouraged to read fully. The Board will also consider any additional business that may be properly brought before the AGM.
The Board has fixed August 31, 2023 as the record date for the determination of shareholders entitled to notice of, and to vote at, the AGM and any adjournment thereof. Only holders of record of ordinary shares and Class F shares of the Company at the close of business on the record date are entitled to notice of, and to vote at, the AGM. At the close of business on the record date, the Company had 59,629,030 ordinary shares and 1,854,871 Class F shares issued and outstanding and entitled to vote.
It is important that your shares be represented at the AGM, so whether or not you plan to attend in person, please vote by proxy on the Internet at www.cstproxyvote.com or by completing, signing, dating and returning the enclosed proxy card in the envelope provided. If you attend the AGM, you may revoke your proxy and vote in person.
If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction form furnished by that entity in order to vote your shares. Please note that if your shares are held in the name of a bank, broker or other nominee and you wish to vote at the AGM, you must first obtain a proxy issued in your name from that record holder prior to the AGM and bring the proxy to the AGM.
About Yatra Online, Inc.
Yatra Online, Inc. is the ultimate parent company of Yatra Online Limited (Formerly known as Yatra Online Private Limited) whose corporate office is based in Gurugram, India and is India's leading corporate travel services provider with over 813 large corporate customers and one of India's leading online travel companies and operates the website https://www.yatra.com/. The company provides information, pricing, availability and booking facility for domestic and international air travel, domestic and international hotel bookings, holiday packages, buses, trains, in city activities, inter-city and point-to-point cabs, homestays and cruises. With approximately 105,800 hotels and homestays contracted in approximately 1,400 cities across India, as well as approximately 2 million hotels around the world, the company is India's largest platform for domestic hotels. The company has also broadened its services in to the logistics vertical through a freight forwarding business called Yatra Freight to further expand its corporate service offerings.
Safe Harbor Statement
This press release contains certain forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on the Company's current expectations, assumptions, estimates and projections about the Company and its industry. These forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate," "believe," "estimate," "expect," "intend," "will," "project," "seek," "should" and similar expressions. Such statements include, among other things, statements concerning management's beliefs, our strategic and operational plans, whether the annual meeting will be held, whether a Notice of the Annual General Meeting will be timely mailed, whether the Board will be able to or will successfully consider any other business properly brought before the AGM. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, events that cause disruptions to the conduct of the AGM; disruptions to the mail; changes in our capital requirements that prevent us from executing on our current business plans; changes in the market or to consumer preferences that prevent our plans from achieving the goals we intend; any legal proceedings that may be initiated against us and others, in connection with the termination of the merger agreement between us and Ebix; the impact of the COVID-19 pandemic; our ability to generate positive cash flow and the sufficiency of our operating cash flow to meet our liquidity needs; our future financial performance, including our revenue, cost of revenue, operating expenses and our ability to achieve and maintain profitability; the impact of increasing competition in the Indian travel industry and our expectations regarding the development of our industry and the competitive environment in which we operate; the slowdown in Indian economic growth and other declines or disruptions in the Indian economy in general and travel industry in particular, including disruptions caused by safety concerns, terrorist attacks, regional conflicts, pandemics and natural calamities, our ability to successfully negotiate our contracts with airline suppliers and global distribution system service providers and mitigate any negative impacts on our revenue that result from reduced commissions, incentive payments and fees we receive; the risk that airline suppliers (including our GDS service providers) may reduce or eliminate the commission and other fees they pay to us for the sale of air tickets; our ability to pursue strategic partnerships and the risks associated with our business partners; the potential impact of recent developments in the Indian travel industry on our profitability and financial condition; political and economic stability in and around India and other key travel destinations; our ability to maintain and increase our brand awareness; our ability to realize the anticipated benefits of any past or future acquisitions; our ability to successfully implement our growth strategy; our ability to attract, train and retain executives and other qualified employees, including suitable replacements for any members of our senior management team or other employees who may seek other employment opportunities as a result of the certain cost reduction initiatives that we have taken in response to the COVID-19 pandemic; actions of activist shareholders; and our ability to successfully implement any new business initiatives. These and other factors are discussed in our reports filed with the U.S. Securities and Exchange Commission. All information provided in this press release is provided as of the date of issuance of this press release, and we do not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For more information, please contact:
Manish Hemrajani
Yatra Online, Inc.
VP, Head of Corporate Development and Investor Relations
ir@yatra.com
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