XML 446 R36.htm IDEA: XBRL DOCUMENT v3.23.2
Equity share capital and share premium
 12 Months Ended
Mar. 31, 2023
Equity share capital and share premium

29. Equity share capital and share premium

   March 31, 
Authorized shares  2022   2023 
   Numbers of Shares   Numbers of Shares 
Ordinary shares of INR 0.008 ($ 0.0001) each   500,000,000    500,000,000 
Ordinary shares of INR 0.008 ($ 0.0001) each   500,000,000    500,000,000 
Ordinary share Class A of INR 0.008 ($ 0.0001) each   10,000,000    10,000,000 
Ordinary share Class F of INR 0.008 ($ 0.0001) each   3,159,375    3,159,375 
Preference shares of INR 0.008 ($ .0001) each   10,000,000    10,000,000 
    523,159,375    523,159,375 

 

There is no change in the authorized share capital of the Parent Company during the financial ending March 31, 2023 and March 31, 2022.

 

A reconciliation of the shares outstanding at the beginning and end of the period is presented below:

Ordinary shares    
   Numbers of Shares  

Share

Capital

  

Share

Premium

 
Balance as at April 1, 2021   62,126,623    838    20,240,055 
Exercise of option (Restricted stock units and share-based payments) (refer to Note 30)   459,213    4    46,419 
Balance as at March 31, 2022   62,585,836    842    20,286,474 
                
Balance as at April 1, 2022   62,585,836    842    20,286,474 
Exercise of option (Restricted stock units and share-based payments) (refer to Note 30)   1,062,091    8    102,325 
Balance as at March 31, 2023   63,647,927    850    20,388,799 

 

The Company has following classes of shares outstanding as follows:

       Number of shares as at 
Class of shares  Nominal value   March 31, 2023   March 31, 2022 
Ordinary shares*  $0.0001    59,400,888    58,132,574 
Ordinary shares class A  $0.0001    2,392,168    2,392,168 
Ordinary shares class F*  $0.0001    1,854,871    2,061,094 

 

*For movement in Ordinary shares class F to Ordinary shares, refer to note 6.

 

Terms/ rights attached to Ordinary Shares

 

The Parent Company has three class of ordinary shares outstanding, which entitles the holders with the following rights:

 

Ordinary shares

 

A holder of an ordinary share has one vote for each share of ordinary share held and entitled to receive dividends when declared by the board of directors.

 

Ordinary shares Class A

 

Class A shares have identical rights to the Parent Company ordinary shares, except the right to receive notice of, attend or vote as a member at any general meeting of shareholders, but may vote at a separate Class A shareholders’ meeting convened in accordance with the Parent Company Articles of Association.

 

Ordinary shares Class F

 

Class F shares shall have the right to receive notice of, attend at and vote as a member at any general meeting of shareholders, but are not entitled to receive dividends.

 

Each of Class F shares issued and outstanding are convertible into 1.00001 Ordinary Share upon the exchange of a parallel Yatra USA Class F Share (Refer to Note 6).

 

In the event of liquidation of the Parent Company, the holders of Ordinary, Class A ordinary shares and Class F ordinary shares are entitled to receive remaining assets of the Parent Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

 

Shares reserved for issuance against equity instruments

 

The Parent Company reserved 1,844 shares (March 31, 2022 - 1,844, March 31, 2021- 1,844) for issuance at exercise price of INR 445.81 ($ 5.42). These shares are considered as equity instrument and are recorded at fair value at the date of transaction under IAS 32, refer to Note 30.1.

 

Shares reserved for issue under options

 

For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Parent Company, refer to Note 30.2.

 

Shares reserved for issue under warrant arrangement/agreement

 

Yatra Online, Inc. (the Parent Company) and Yatra Online Limited (Yatra India), entered into share subscription cum shareholders’ agreement dated May 7, 2014, and share subscription cum shareholders’ agreement dated April 29, 2015 (together referred to as SHA), with IL&FS Trust Company Limited, Now, Vistra ITCL(India) Limited (in its capacity as a trustee for Pandara Trust –Scheme I(“Pandara Trust”)) and Capital18 Fincap Private Limited, now Network18 Media and Investments Limited(“Capital18”/”NW18”), (collectively the “Investors”).

 

The NW18 and Pandara Trust (Shareholders of Yatra India) holds 109,348 (March 31, 2022: 109,348) and 43,136 (March 31, 2022: 43,136) Equity Shares of Yatra India respectively.

 

Pursuant to SHA, the NW18 and Pandara Trust, were entitled to swap their Equity Shares having in Yatra India into 569,768 (March 31, 2022: 569,768) and 172,634 (March 31, 2022: 172,634) Ordinary Shares of the Parent Entity, respectively. These options are exercisable at sole discretion of non-controlling interest. These options, till the date of conversion, do not grant present access to ownership interest to the Group. Accordingly, in respect of these options, non-controlling interest is continued to be recognised.

 

Pursuant to the Waiver and Termination Agreement dated March 23, 2022 (“SHA Amendment Agreement”), the Shareholders of Yatra India, have inter alia agreed to waive their swap rights contained under the SHA.

 

Further, the parties to SHA Amendment Agreement have agreed, that said Amendment Agreement shall ipso facto terminate, without any further acts of the parties and without any liabilities or obligations whatsoever, upon the earlier of the following dates:

 


(a) the date on which the Equity Shares of Yatra India are allotted pursuant to the Offer (as defined under the SHA Amendment Agreement); or

(b) if the bid/offer opening date in the Offer does not occur prior to September 30, 2023 or such other date as mutually agreed in writing between Parties; or

(c) the date on which the Board of the Yatra India decides not to undertake the Offer.

 

On Termination of SHA Amendment Agreement, Shareholders of Yatra India entitlement to their swap right as per SHA will be restored.

 

For details of shares reserved for issuance under the warrant agreement with Macquarie Corporate Holding Pty Limited, refer to Note 36.

  

Treasury shares        
   Numbers of Shares   Amount 
Balance as at April 1, 2021   999    11,219 
Exercise of options   -    - 
Balance as at March 31, 2022   999    11,219 
           
Balance as at April 1, 2022   999    11,219 
Exercise of options   -    - 
Balance as at March 31, 2023   999    11,219 

 

 

Yatra Online, Inc.

Notes to the consolidated financial statements

(Amount in INR thousands, except per share data and number of shares)