Yatra Online (NASDAQ: YTRA) has unanimously rejected an unsolicited partial tender offer from Magna Holdings Ltd. to acquire up to 20,000,000 ordinary shares for $1.10 per share in cash.

The Board of Directors determined the offer is inadequate and not in the best interests of shareholders. It recommends that shareholders do not tender their shares. The board characterized the offer as an attempt to opportunistically capitalize on current trading prices to buy de facto control of the company.

Offer Valuation Concerns

The Board argues the offer price substantially undervalues the company. The $1.10 per share price represents a 45% discount to the $2.00 high trading price in the quarter ended December 31, 2025. It also reflects a 41.5% discount to the $1.88 high trading price in the quarter ended March 31, 2026.

Shares traded as high as $1.21 in the most recent completed fiscal quarter, above the offer price itself. The offer implies an aggregate equity value of approximately $70.4 million for the entire company.

Subsidiary Value Discrepancy

Yatra Online holds an approximately 62.66% indirect interest in Yatra Online Limited ("Yatra India"), which is publicly listed on the NSE. Based on the closing price on August 28, 2026, this stake alone had a market value of approximately INR 10.6 billion (approximately $110.9 million).

This valuation excludes the company’s net cash or other assets. The Board states the offer deprives shareholders of realizing this value differential.

Strategic and Structural Risks

Magna Holdings seeks to acquire up to approximately 31% of outstanding shares on an as-converted basis. The Board notes this level of ownership confers de facto control or significant influence over governance and strategic direction. However, Magna has provided no strategic plan for the company.

Magna is a recently formed entity in the British Virgin Islands, established in August 2024. It has no operating history, provided no financial statements, and disclosed no committed financing. The offer is subject to proration, meaning shareholders may be left holding unpurchased shares while Magna exercises substantial influence. The board highlighted that Magna has provided no information about its identity, plans for the company, or ability to consummate the offer.

Tax and Condition Risks

The offer price is subject to reduction for unknown withholding taxes. Magna disclosed that Indian income tax withholding could apply at a maximum rate of 42.74%. At this rate, a tendering shareholder would receive approximately $0.63 per share. This is below the $0.9371 closing price on the last full trading day before the offer commenced.

The offer includes over 30 conditions, many broadly drafted and dependent on Magna’s judgment. These conditions allow Magna to decline to close the offer at its sole benefit.

What the Numbers Show

The core divergence lies between the implied enterprise value and the standalone market value of the primary operating subsidiary. The offer price of $1.10 implies a total equity value of $70.4 million. Yet, Yatra Online’s 62.66% stake in Yatra India was valued at $110.9 million based on recent trading prices. This suggests the offer price values the parent company’s other assets, cash position, and future growth prospects at a significant negative amount relative to the subsidiary’s current market capitalization.

H.C. Wainwright & Co., LLC is acting as financial advisor to Yatra. Goodwin Procter LLP is serving as legal counsel.

Yatra Online has scheduled its 20th Annual General Meeting (AGM) for Tuesday, September 15, 2026. The meeting will take place at 4:30 pm via video conference or other audio-visual means, without physical presence of members.

The company is convening the AGM in compliance with Regulations 30 and 34 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The Annual Report for FY26 and the notice are available on the company website.

Voting Details

Members can cast their votes using the remote e-voting facility provided by the National Securities Depository Limited (NSDL). The voting window opens at 9:00 am on Friday, September 11, 2026, and closes at 5:00 pm on Monday, September 14, 2026.

The cut-off date for determining eligibility to vote is Tuesday, September 8, 2026. Shareholders whose names appear on the register of members as of this date will be eligible to participate.

Document Access

The company is sending the AGM notice and annual report electronically to members who have registered email addresses with the company, depositories, or its registrar and share transfer agent, MUFG Intime India Private Limited. Members without registered emails will receive a letter with a web link to access the documents.

The filings comply with Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014.