PROPOSED MERGER — YOUR VOTE IS VERY IMPORTANT

The boards of directors of Ebix, Inc. (“Ebix”) and Yatra Online, Inc. (“Yatra”) have each unanimously approved a transaction that will result in the merger of Yatra with and into EbixCash Travels Inc. (“Merger Sub”) with Yatra surviving as a wholly-owned subsidiary of Ebix (the “Merger”). Upon completion of the Merger, all of the issued and outstanding ordinary shares of Yatra, non-voting Class A shares of Yatra and shares of Class F common stock of Yatra USA Corp., will be cancelled and converted into the right to receive 0.005 of a share of Series Y Convertible Preferred Stock of Ebix, each Class F share of Yatra that is issued and outstanding will be cancelled and converted into the right to receive 0.00000005 of a share Series Y Convertible Preferred Stock of Ebix, and each Yatra India Share that is issued and outstanding will be cancelled and converted into the right to receive a specified number of shares of Series Y Convertible Preferred Stock of Ebix, as set forth in the Merger Agreement, dated July 16, 2019, by and among Ebix, Merger Sub and Yatra (the “Merger Agreement”). Based on the number of shares of Yatra outstanding as of [•], 2020 (the most recent practicable trading day prior to the date of this proxy statement/prospectus), Ebix expects to issue approximately [•] shares of Ebix Preferred Stock to Yatra shareholders pursuant to the Merger. The actual number of shares of Ebix Preferred Stock to be issued pursuant to the Merger will be determined at completion of the Merger based on the exchange ratio and the number of Yatra shares outstanding at such time. Each share of Series Y Convertible Preferred Stock will initially be convertible into 20 shares of Ebix common stock. Based on the number of Yatra shares outstanding as of [•], 2020 (the most recent practicable trading day prior to the date of this proxy statement/prospectus), and the number of shares of Ebix common stock outstanding as of [•], 2020 (the most recent practicable trading day prior to the date of this proxy statement/prospectus), it is expected that, immediately after completion of the Merger, former Yatra shareholders will own approximately [•]% of the outstanding shares of Ebix common stock (on an as converted basis).

Ebix common stock trades on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “EBIX.” The closing price of Ebix common stock was $48.11 per share on July 16, 2019, the last trading day before public announcement of the Merger. The closing price of Ebix common stock was $[•] per share on [•], the last trading day before the date of this proxy statement/prospectus. Yatra’s ordinary shares trade on Nasdaq under the symbol “YTRA.” The closing price of Yatra ordinary shares was $3.88 per share on July 16, 2019, the last trading day before public announcement of the Merger. The closing price of Yatra ordinary shares was $[•] per share on [•], the last trading day before the date of this proxy statement/​prospectus. The Ebix Preferred Stock are not currently traded on any exchange. However, the Ebix Preferred Stock to be issued pursuant to the Merger will be registered under the Securities Act, and are expected to be listed and traded on Nasdaq.

We cannot complete the Merger unless the shareholders of Yatra approve the Merger Agreement and the transactions contemplated thereby. Yatra is asking its shareholders to consider and vote on the Merger Proposal (as defined below) at the Yatra extraordinary general meeting. Whether or not you plan to attend the Yatra extraordinary general meeting, please take the time to vote by following the voting instructions included in the enclosed proxy card. If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote FOR the Merger Agreement and the transactions contemplated thereby.

This document contains a more complete description of the Yatra extraordinary general meeting and the terms of the Merger. We urge you to review this entire document carefully. In particular, you should read carefully the information under the section entitled “Risk Factors,” beginning on page 29.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued as Merger Consideration (as defined below) or determined if this document is truthful or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [•], and is first being mailed to
Yatra’s shareholders on or about [•].