Exhibit 4.25

 



--·--··-·-·------------------l   I Indian-Non Judicial Stamp Haryana Government on Judicial Date : 28/08/2017   I I I l'-l ul!l-.R HI !1"II!'·!ll·!!n· ··!"(H ll ·-·!(1;'1(''1\   ''!11 !1\!1 ! '!'ill"!II'( Stamp Duty Paid : IRS. Only) 200 Certificate   No. G0282017H1903 i I ilJ1 ll r li :! 1 II f: f 1 ti ,; ; 'li 1 1 Ui : ;J!i I   1 il'l11ll"ill''l i'Il11i1l't'i'1'11:i1l'l111111l'l1'l1l'1''lli'   Penalty: (Rs. zero Only) 0 GRN No 30084165 ti 1 I Seller I First Party Detail   ame: .No/Fioor: ityNiilage : hone: Yatra Online Pvt ltd Na Gurugram   9871372500 Sector/Ward : Na District : Gurugram LandMark : State : Na Haryana   Buyer I Second Party Detail Name: lnnoven Capital India pvt ltd H.No/Fioor ·   Na Gurugram 0 Sector/Ward : Na District : Gurugram LandMark : State : Na   Haryana CityNillage Phone : Purpose : DEED OF HYPOTHECATION The authenticity   of this document can be verified by scanning this QrCode Through smart phone   or on the website https://egrashry.nic.in crJ Bfa_,-rnr; p -Q.n. ;l'ft4)   tf<nT110 cj Ov'T'-t:h£ 07'<: rO-.'lf-0.Pd evnrl   .CH::.""t:u_·,-e e ('\._ <?:XC:CLJ'b<J ct fi(1fJcl-h_e c   10..-t crr< Cm-li'N_ Yo:b-._Q Vn:t\Jc:d.. C2.. L.l""'--i::eA' 


    




 










DEED OF   HYPOTHECATION BY AND BETWEEN INNOVEN CAPITAL INDIA PRIVATE LIMITED AND   BORROWER 


    




 










TABLE OF   CONTENTS 1. 2. HYPOTHECATION IN FAVOR OF INNOVEN BORROWER'S REPRESENTATIONS   AND COVENANTS SCHEDULE A SCHEDULE B ANNEXURE I 4 4 8 9 11 2 lnnoVen 


    




 










DEED OF   HYPOTHECATION THIS DEED OF HYPOTHECATION (this "Deed" or this   "Agreement") made on the day, month and year set out in Schedule 1   of the Term Loan Agreement between Yatra Online Private Limited, a company   within the meaning of the Companies Act, 1956 and having its registered   office at B2, 202, 2nd Floor ,Marathon lnnova, Marathon Nextgen Complex, Off.   Ganpatrao Kadam Marg, Lower Parel (N), Mumbai Maharashtra, 400013   (hereinafter referred to as the "Borrower" which expression shall,   unless it be repugnant to the subject or context thereof, include its successors   and permitted assigns) of the ONE PART; In favour of lnnoVen Capital India   Private Limited, a private limited company incorporated under the Companies   Act, 1956 and registered as a Non-Banking Financial Company within the   meaning of the Reserve Bank of India Act, 1934 having its registered office   at 12th Floor, Express Towers, Nariman Point, Mumbai 400021 (hereinafter   referred to as "lnnoVen", which expression shall, unless it be   repugnant to the subject or context thereof, include its successors and permitted   assigns) of the OTHER PART. lnnoVen and the Borrower are hereinafter, where   the context so requires, collectively referred to as the "Parties"   and individually as "Party". WHEREAS: I. lnnoVen and the Borrower   have entered into a Term Loan Agreement dated September 12, 2017 ("Term   Loan Agreement"), under which lnnoVen has agreed to lend and advance to   the Borrower and the Borrower has agreed to borrow from lnnoVen, the Term   Loan amounting to INR 495,000,000 (Rupees Four Hundred and Ninety Five Million   only}, on the terms and conditions contained in the Term Loan Agreement. II.   Pursuant to the provisions in the Term Loan Agreement, the Term Loan together   with all Interest, Expenses and all other monies as provided under the Term   Loan Agreement and other Loan Documents shall be secured, inter alia, by a   pari passu charge by way of hypothecation in favor of lnnoVen of all the   Borrower's fixed, current and non•current assets, both existing and future,   including all Intellectual Property and Intellectual Property Rights   (hereinafter referred to as the "Hypothecated Goods", as more fully   described under Schedule A hereunder), subject to the terms of the Term Loan   Agreement. It is clarified that the charge created herein comprises of pari   passu charge along with the charge created solely in favor of ICICI Bank   Limited to secure the bank guarantee facility from ICICI Bank Limited for the   amount of INR 1,100,000,000 (Rupees one billion one hundred million only),   excluding (i) INR 600,000,000 collateral and cash margin in account no.   maintained with ICICI Bank Limited by the Borrower and any collection account   of the Borrower including account numbers •••••• and maintained with ICICI   Bank Limited the details of which is specified in Annexure I to this Deed;   (ii) other vehicle an held by the Borrower over 3 lnnoVen 


    




 










which lien has   been marked by banks, the details of which are specified in Annexure II to   this Deed; and (iii) a vehicle loan facility amounting to INR 20,000,000   (Rupees twenty million only) to be availed by the Borrower from ICICI Bank.   IlL lnnoVen has called upon the Borrower to execute these presents which the   Borrower has agreed to do in the manner hereinafter expressed. NOW THIS DEED   WITNESSETH AS FOLLOWS: 1. HYPOTHECATION IN FAVOR OF INNOVEN The Borrower   hereby expressly creates a pari passu charge by way of hypothecation on the   Hypothecated Goods (as defined and described under Schedule A hereto), in   favor of lnnoVen, to secure the payment and performance in full of all of the   Obligations under the Term Loan Agreement and the other Loan Documents, subject   to the terms of the Term Loan Agreement 2. BORROWER'S REPRESENTATIONS AND   COVENANTS In connection with the Obligations of the Borrower under the Term   Loan Agreement and the security interest created on the Hypothecated Goods in   favor of lnnoVen, the Borrower hereby expressly represents warrants and   covenants to lnnoVen as follows: 2.1. The Borrower has good title to, has all   the rights in, and as on the date falling 15 (Fifteen) days after the First   Closing Date has the absolute power to transfer each of the Hypothecated   Goods and the Borrower further states that the Hypothecated Goods are free   and clear of any Encumbrances except to the extent disclosed under the   Disclosure Schedule under the Term Loan Agreement The Borrower further states   that the Borrower is the sole owner of its Intellectual Property and the   Intellectual Property Rights. The Borrower states that the Intellectual   Property, is valid and enforceable, and no part of the Intellectual Property   or the Intellectual Property Rights have been judged invalid or   unenforceable, in whole or in part, and to the best of Borrower's knowledge,   no claim has been made that any part of the Intellectual Property or the   Intellectual Property Rights violates the rights of any third party. The   Borrower shall keep the Hypothecated Goods insured for risks, and in amounts   in accordance with the provisions and terms set forth in the Term Loan   Agreement, and as lnnoVen may reasonably request The Borrower shall deliver   to lnnoVen promptly, the certified true copies of all the policies of   insurance taken in connection with the Hypothecated Goods as per the   requirements laid out in the Term Loan Agreement 2.2. The Borrower shall make   all such filings required with all governmental authorities and agencies as   may be necessary and appropriate for the purpose of creation and/ or   perfection of the Lien created under this Deed, including filing a copy of   this Deed together with a duly completed Form CHG-1 as prescribed under the   Companies Act, 2013 with the relevant Registrar of Companies and payment of   the requisite filing fee within the prescribed period without payment of   penalty, and it shall deliver copies of receipts of such filings to lnnoVen .   4 


    




 










2.3. As on the   date falling 15 (Fifteen) days after the First Closing Date, the creation of   the Encumbrance over the Hypothecated Goods (pursuant to this Deed, in favor   of lnnoVen) is in accordance with all the applicable Law, the charter   documents of the Borrower and does not conflict with any agreements entered   into by the Borrower. 2.4. lnnoVen or its nominees ("lnnoVen's   Nominees"), with prior written notice of at least 7 (Seven) days and at   the Expense and risk of the Borrower, shall be entitled at all times, to   enter any place where the said Hypothecated Goods may be inspected or   examined and take particulars of all or any part of the said Hypothecated   Goods and check any statement, accounts, reports and information, with   respect to the same. The Borrower shall, as and when required by lnnoVen, provide   full particulars and details to lnnoVen of all the assets of the Borrower and   of the said Hypothecated Goods and shall furnish and verify all documents   including and not limited to statements, reports, returns, certificates and   information from time to time as required by lnnoVen and furnish and execute   all necessary documents to give effect to the security created under this   Agreement. 2.5. In the event of any breach or default by the Borrower or the   Guarantor in the performance of its obligations hereunder or any of the terms   and conditions stipulated in the Term Loan Agreement, or the Guarantee, the   Deed of Pledge or any other agreements that may hereafter be executed by the   Borrower and/or the Guarantor in favor of lnnoVen or in the event of the Borrower   failing to pay either the Interest or any installmenVs of the principal of   the Term Loan Amount, or in the event of the Lien, or security created in   favor of lnnoVen having become enforceable for any reason whatsoever, lnnoVen   or lnnoVen's Nominees or representatives shall, in case such breach or   default is not remedied by the Borrower, within the Cure Period, without any   notice and without assigning any reason and at the risk and Expense of the   Borrower, have the right and permission to enter the premises or location   where the Hypothecated Goods are located and seize, recover, receive and   remove and I or sell by public auction or by private contract and any other   manner as deemed fit by lnnoVen, any part of the Hypothecated Goods and to   enforce, realize, settle, compromise and deal with any rights or claims   relating thereto without being bound to exercise any of these powers or be   liable for any losses in the exercise or non exercise thereof and without   prejudice to lnnoVen's other rights and remedies. 2.6. Upon enforcement of   the Encumbrance created hereunder, in no event shall lnnoVen be liable to   purchasers of the Hypothecated Goods for any losses that may arise out of any   defect to the title of any of the Hypothecated Goods and any such losses   shall be to the account of the Borrower. 2.7. All the Hypothecated Goods and   all the proceeds received as a result of sale and insurance proceeds thereof   and all documents under this security shall be kept distinguishable f   separately and held as the property of lnnoVen, and the Borrower shall not   create Encumbrance upon the Hypothecated Goods or over the same or any part   thereof except in favour of lnnoVen nor suffer any such Encumbrance that may   prejudice the security under this Agreement. 5 lnnoVen 


    




 










except in the   ordinary course of business, sell or part with the Hypothecated Goods or any   of them and in the event of being specifically permitted by lnnoVen, the   Borrower shall on any and every such sale, pay to lnnoVen, if so required by   them, such portion of the net proceeds of the sale, which extend to the   extent of the monies, due and payable by the Borrower to lnnoVen under the   Loan Documents. 2.8. Notwithstanding, anything as contained above with   respect to sale of whole or part of the Hypothecated Goods, the Borrower may   without payment to lnnoVen, with the prior written consent of lnnoVen,   replace old and outmoded movables forming part of the Hypothecated Goods by   equipment of equivalent or greater value. However, the Borrower is not   required to obtain the consent of lnnoVen if the value of the Hypothecated   Goods proposed to be replaced is lesser than INR 5,000,000 (Rupees Five   Million Only) for each replacement and the aggregate value of the such   Hypothecated Goods does not exceed INR 50,000,000 (Rupees Fifty Million only)   per annum. 2.9. The security created on the Hypothecated Goods under this   Agreement shall be a continuing security for the repayment of the Term Loan   together with all Interest, Expenses and all other monies due to lnnoVen   under the Term Loan Agreement and the other Loan Documents, and this   continuing security shall not be affected or impaired or discharged in any   manner by winding up (voluntary or otherwise) or by any event of merger and   amalgamation, reconstruction or otherwise of the Borrower with any other   company or such other similar event. 2.10. The Borrower further undertakes to   execute such other deeds, agreements or documents as may be required by   lnnoVen including the Power of Attorney in the form as annexed as Schedule B   to this Deed of Hypothecation, to further protect and I or enforce the   security created under this Agreement on the occurrence of an Event of   Default. 2.11.Nothing contained herein shall affect or prejudice the rights   or remedies of lnnoVen in respect of any present or future security,   guarantee obligation or decree for any indebtedness or liability of the   Borrower to lnnoVen. 2.12.This Agreement forms part of the Term Loan   Agreement and the provisions contained herein shall be read together with the   provisions of the Term Loan Agreement as amended from time to time and to the   extent of any inconsistency or repugnancy the latter shall prevail. Further,   Section 13 ("Miscellaneous") and Appendix 1, Section 1.2   ("Construction") of the Term Loan Agreement shall apply mutatis   mutandis to this Agreement Capitalized terms used in this Agreement but not   specifically defined herein shall carry the meanings ascribed to such term   under the Term Loan Agreement. [Signature page follows] 6 lnnoVen 


    




 










IN WITNESS   WHEREOF, each of the aforenamed Parties has signed and executed this   Agreement, and all the original copies hereto, on the date first above   written. I BORROWER lloooVeo 7 FOR lnnoVen NAME: DESIGNAliON : PLACE: DATE:   FOR Y ATRA ONLINE PRIVATE LIMITED NAME: DESIGNATION: PLACE: DATE: 


    




 










SCHEDULE A   Particulars of the Hypothecated Goods The Hypothecated Goods consist of all   of Borrower's right, title and interest in and to the following properties I   assets: The Borrower's existing, future, fixed, current and non-current   assets, including any and all Intellectual Property and the Intellectual   Property Rights with respect to these movables present and future, accounts,   bank balances,receivables, book debts, deferred revenues, equipment,   inventory, contract rights or rights to payment of money, leases, license   agreements, franchise agreements, goodwill, uncalled capital, general   intangibles, documents, instruments (including any promissory notes), chattel   paper (whether tangible or electronic), cash, deposit accounts, fixtures,   letters of credit rights (whether or not the letter of credit is evidenced by   a writing), and all other investment property, supporting obligations, and   financial assets, whether now owned or hereafter acquired, whether installed   or not and whether now lying loose or in cases or which are now lying or   stored in or about or to be stored in or about the Borrower's premises held   by any party to the order or disposition of the Borrower, including in the   course of transits, whether in ship or land as enlisted below, and all Borrower's   books relating to the foregoing, and any and all claims, rights and interests   in any of the above and all substitutions for, additions, attachments,   accessories, accessions and improvements to and replacements, products,   proceeds and insurance proceeds of any or all of the foregoing. It is   clarified that the following assets of the Borrower are specifically excluded   from the definition of Hypothecated Goods: 1. INR 600,000,000 collateral and   cash margin in account no. maintained with ICICI Bank Limited by the Borrower   and any collection account of the Borrower including account numbers an -   maintained with ICICI Bank Limited as described in Annexure I to this Deed.   other vehicle and fixed deposits held by the Borrower over which lien has   been marked by banks, the details of which are specified in Annexure II to   this Deed; and a vehicle loan facility amounting to INR 20,000,000 (Rupees   twenty million only) to be availed by the Borrower from ICICI Bank Limited.   2. 3. 8 lnnoVen 


    




 










Schedule B   POWER OF ATTORNEY The Parties have entered into a Term Loan Agreement dated   [•], 2017 for the Term Loan Amount granted by lnnoVen to the Borrower   ("Term Loan Agreement'). The Parties have further entered into a Deed of   Hypothecation dated [•], to secure the payment and performance in full of all   of the Obligations under the Term Loan Agreement BY THESE PRESENTS, Yatra   Online Private Limited, a company within a meaning of the Companies Act, 1956   and having its registered office at B2, 202, 2nd Floor ,Marathon lnnova,   Marathon Nextgen Complex, Off. Ganpatrao Kadam Marg, Lower Pare! fYV), Mumbai   Maharashtra, 400013 and corporate office at 1101-03, Tower B, 1 fh Floor,   Unitech Cyber Park, Sector-39, Gurgaon-122001 (hereinafter referred to as the   "Borrower", which expression shall, unless repugnant to the context   or meaning thereof, include its successors and permitted assigns). HEREBY   NOMINATES, CONSTITUTES AND APPOINTS lnnoVen Capital India Private Limited, a   private limited company incorporated under the Companies Act, 1956 and   registered as a Non-Banking Financial Company within the meaning of the   Reserve Bank of India Act, 1934 having its registered office at 12th Floor,   Express Towers, Nariman Point, Mumbai 400021 (hereinafter referred to as the "lnnoVen",   which expression shall, unless it be repugnant to the subject or context   thereof, include its successors and permitted assigns) to be its lawful   attorney-in-fact in connection with the Term Loan Agreement and the Deed of   Hypothecation dated [•] entered into by the Parties to secure the payment and   performance in full of all of the Obligations under the Term Loan Agreement,   exercisable upon the occurrence and during the continuance of an Event of   Default under the Term Loan Agreement to: (a) (b) Endorse Borrower's name on   any cheques or other forms of payment or security; Sign Borrower's name on   any invoice or bill of lading for any account or drafts against account   debtors; settle and adjust disputes and claims about the Receivables directly   with account debtors, for amounts and on terms lnnoVen determines reasonable;   Make, settle, and adjust all claims under Borrower's insurance policies; Pay,   contest or settle any Lien, or Encumbrance, in or to the Collateral, or any   judgment based thereon, or otherwise take any action to terminate or   discharge the same; Transfer the Collateral in the name of lnnoVen or a third   party as permitted under Law and do all deeds and actions necessary in that   regard; and Execute and perform any other act or acts, deed or deeds, matter   or thing whatsoever which in the opinion of the Attorney ought to be done,   executed and performed, in order to protect and I or enforce the security   created under the Deed of Hypothecation and I or under the Term Loan   Agreement (c) (d) (e) (f) 9 lnnoVen BORROWER 


    




 










lawful   attorney-in-fact to sign Borrower's name on any documents necessary to   perfect or continue the perfection of any security interest regardless of   whether an Event of Default has occurred until all Obligations have been   satisfied in full. It is expressly agreed by the Parties that this Power of   Attorney shall be irrevocable and shall be in effect unless all the   Obligations under the Term Loan Agreement are fulfilled to the satisfaction   of lnnoVen. Further, it is also expressly agreed by the Parties that the Term   Loan referenced in the Term Loan Agreement shall constitute sufficient   consideration for the issuance of this Power of Attorney. Capitalized terms   not defined herein shall have the same meaning as assigned to them under the   Term Loan Agreement. IN WITNESS WHEREOF, the Borrower has signed and executed   this Power of Attorney on [•]. For the Borrower, Name: Title: 10 lnnoVen   BORROWER 


    




 










Annexure I   (Attached) lloooVec 11 Account No. Name of Bank Address IFSC Code lClCl Bank   Limited 9A, Phelps, Connaught Place, New Delhi - 110001 - lClCl Bank Limited   005 A Unitech Trade Centre, Sector Road, Sushant Lok Phase - 1, Gurgoan   122002 


    




 










Annexure II   (Attached) 1. As of July 31, 2017, the Company have availed a vehicle loan   facility of Rs. 32,698,764/-. 2. Fixed Deposits on which Lien is marked with   Banks are mentioned herein below: 6 7 8 9 13 14 Tower C, Building No.8,   Sector-Phase-11, Gurgaon 15 J ---12 lnnoVen ba Road, New Delhi 110001   Cyberctiy, 25, DLF City BANKING CORP. 600,000,000 740,119,907 ICICI BANK LTO   SCO 18 & 19, Sector 14, Huda Shopping Centre aon-122001