Yatra Online shareholders approved the company’s audited financial statements for FY26 and reappointed director Murlidhara Kadaba at its 20th Annual General Meeting on September 15, 2026.

The meeting was conducted through Video Conferencing and Other Audio Visual Means. All resolutions were passed with the requisite majority, as confirmed by the scrutinizer’s report dated September 16, 2026.

Voting Results

Shareholders voted on two ordinary resolutions. The promoters cast all their votes in favor of both agenda items. Public institutional investors showed significant opposition to the adoption of financial statements but supported the director’s reappointment.

The total number of shares held by promoters stands at 9,83,16,858. These shares accounted for 100% of the promoter voting power for both resolutions.

Institutional Voting Split

Public institutional investors held 2,67,19,968 shares. For the financial statement resolution, they cast 1,14,47,136 votes in favor and 92,31,037 votes against. This resulted in a 55.36% approval rate from this category.

For the director reappointment, the same group cast 2,05,19,950 votes in favor and only 1,58,223 against, yielding a 99.23% approval rate.

Public non-institutional investors held 3,18,79,367 shares. They voted overwhelmingly in favor of both resolutions, with approval rates exceeding 99.9% in each case.

What the Numbers Show

The divergence in institutional voting behavior is notable. While public institutions supported the reappointment of Murlidhara Kadaba with near-unanimity (99.23%), they opposed the adoption of the FY26 financial statements by a margin of nearly 45% (44.64% against). This suggests specific concerns regarding the financial reporting or performance metrics disclosed in the FY26 audited statements, distinct from confidence in the board leadership.

Yatra Online has advised its shareholders not to accept an unsolicited partial tender offer from Magna Holdings Ltd. The company’s board unanimously rejected the proposal to acquire up to 20,000,000 ordinary shares at $1.10 per share in cash.

The board stated that the offer substantially undervalues the company and fails to reflect a compelling premium for the approximately 31% ownership stake Magna seeks. Yatra described the bid as an attempt to opportunistically capitalize on current trading prices rather than compensate shareholders for intrinsic value.

Bidder Transparency Concerns

Yatra highlighted significant gaps in information provided by Magna Holdings. The bidder has not disclosed its ultimate controllers or financing sources. Amended filings identify only three individuals associated with Magna:

• Anita Mitesh Master, a British citizen listed as Director of Operations
• Tanuja Nair, a citizen of Mauritius
• Bibi Nafichia Auckbaraullee, a citizen of Mauritius

Yatra noted that none of these individuals have disclosed professional backgrounds in online travel, the Indian travel industry, or public company operations. Magna is a recently formed entity with no operating history or financial statements.

What the Numbers Show

The valuation gap between the offer price and the control premium sought is notable. Magna is proposing to acquire up to 20,000,000 shares at $1.10 each, aiming for an ownership position of up to 31%. This implies a total outstanding share count of approximately 64.5 million shares. The board argues that this price does not account for the influence over the company that such a significant minority stake would confer, suggesting the per-share price is disconnected from the strategic value of the equity block being targeted.

Board Recommendation

H.C. Wainwright & Co., LLC is acting as financial advisor to Yatra, while Goodwin Procter LLP serves as legal counsel. The board encourages shareholders who have already tendered their shares to withdraw them. Yatra remains India’s largest corporate travel services provider by number of corporate clients, serving over 1,340 large corporate customers and approximately 60,750 registered SME customers.