MakeMyTrip Ltd (Form: 20-F, Received: 07/18/2017 16:20:25)

MAKEMYTRIP LIMITED

INDEMNITEE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001-34837

MakeMyTrip Limited

(Exact Name of Registrant as specified in its charter)


Not Applicable		Mauritius
(Translation of Registrant’s Name Into English)		(Jurisdiction of Incorporation or Organization)

19 ^th Floor, Building No. 5

DLF Cyber City

Gurgaon, India, 122002

(Address of Principal Executive Offices)

Mohit Kabra

Group Chief Financial Officer

19 ^th Floor, Building No. 5

DLF Cyber City

Gurgaon, India, 122002

(91-124) 439-5000

groupcfo@makemytrip.com

(Name, Telephone, E-mail and/or facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Ordinary Shares, par value $0.0005 per share		Nasdaq Global Market
(Title of Class)		(Name of Exchange On Which Registered)

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.


Class		Number of Shares Outstanding as of March 31, 2017
Ordinary shares, $0.0005 par value per share (“ordinary shares”)		52,706,194 shares outstanding
Class B convertible ordinary shares, par value $0.0005 per share (“Class B Shares”)		38,971,539 shares outstanding

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐
		Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


US GAAP ☐	International Financial Reporting Standards as issued	Other ☐
	by the International Accounting Standards Board ☒

If “Other” has been checked in the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐ Item 18 ☐

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes ☐ No ☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:

Yes ☐ No ☐

TABLE OF CONTENTS


	PAGE
PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		5

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE		5

ITEM 3. KEY INFORMATION		5

ITEM 4. INFORMATION ON THE COMPANY		32

ITEM 4A. UNRESOLVED STAFF COMMENTS		58

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS		58

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		88

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		103

ITEM 8. FINANCIAL INFORMATION		109

ITEM 9. THE OFFER AND LISTING		116

ITEM 10. ADDITIONAL INFORMATION		118

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		144

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		145

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		147

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		147

ITEM 15. CONTROLS AND PROCEDURES		147

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT		150

ITEM 16B. CODE OF ETHICS		150

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES		150

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		151

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		151

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		151

ITEM 16G. CORPORATE GOVERNANCE		151

ITEM 16H. MINE SAFETY DISCLOSURE		152

PART III

ITEM 17. FINANCIAL STATEMENTS		153

ITEM 18. FINANCIAL STATEMENTS		153

ITEM 19. EXHIBITS		153

SIGNATURES		159

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

CONVENTIONS USED IN THIS ANNUAL REPORT

In this Annual Report, we refer to information regarding the travel service industry and our competitors from market research reports, analyst reports and other publicly available sources. We also refer to data from the United States Central Intelligence Agency “World Factbook,” or CIA World Factbook, the Directorate General of Civil Aviation, the Indian governmental regulatory body for civil aviation, or DGCA, SimilarWeb, App Annie and the Internet and Mobile Association of India, or IAMAI.

We conduct our business principally through our Indian subsidiaries, MakeMyTrip (India) Private Limited, or MMT India, and Ibibo Group Private Limited, or ibibo India, a wholly-owned subsidiary of Ibibo Group Holdings (Singapore) Pte. Ltd. (together with its subsidiaries, including ibibo India, the “ibibo Group”), which we acquired from MIH Internet SEA Pte. Ltd., or MIH Internet, on January 31, 2017. Our other principal operating subsidiaries include ITC Bangkok Co., Ltd., Thailand, the main operating entity of the group of companies known as the ITC Group; Luxury Tours & Travel Pte Ltd, Singapore, or Luxury Tours; Luxury Tours (Malaysia) Sdn. Bhd. or Luxury Tours (Malaysia); and MakeMyTrip Inc., or MMT USA. In this Annual Report, unless otherwise stated or unless the context otherwise requires, references to “we,” “us,” “our,” “our company” or “our group” are to MakeMyTrip Limited and its subsidiaries collectively, and references to “our holding company” are to MakeMyTrip Limited on a standalone basis.

In this Annual Report, references to “US,” the “United States” or “USA” are to the United States of America, its territories and its possessions, references to “India” are to the Republic of India, references to “Mauritius” are to the Republic of Mauritius, references to “the Netherlands” are to the Kingdom of the Netherlands, references to “Singapore” are to the Republic of Singapore, references to “Malaysia” are to the Federation of Malaysia and references to “Thailand” are to the Kingdom of Thailand. References to “$,” “dollars” or “US dollars” are to the legal currency of the United States and references to “Rs.,” “Rupees” or “Indian Rupees” are to the legal currency of India.

Solely for the convenience of the reader, this Annual Report contains translations of certain Indian Rupee amounts into US dollars at specified rates. Except as otherwise stated in this Annual Report, all translations from Indian Rupees to US dollars are based on the noon buying rate of Rs. 64.62 per $1.00 in the City of New York for cable transfers of Indian Rupees, as certified for customs purposes by the Federal Reserve Bank of New York on June 30, 2017. No representation is made that the Indian Rupee amounts referred to in this Annual Report could have been or could be converted into US dollars at such rates or any other rates. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

Unless otherwise indicated, the consolidated statement of profit or loss and other comprehensive income (loss) and related notes for fiscal years 2015, 2016 and 2017 and consolidated statement of financial position as of March 31, 2016 and 2017 included elsewhere in this Annual Report have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. References to a particular “fiscal year” are to our fiscal year ended March 31 of that year. Our fiscal quarters end on June 30, September 30, December 31 and March 31. References to a year other than a “fiscal” year are to the calendar year ended December 31. Our financial and operating results for fiscal year 2017 include the financial and operating results of the ibibo Group for the two months ended March 31, 2017 following the completion of our acquisition of the ibibo Group on January 31, 2017.

CERTAIN NON-IFRS MEASURES

We also refer in various places within this Annual Report to “adjusted operating profit (loss),” “adjusted net profit (loss),” “revenue less service cost,” and “adjusted diluted earnings (loss) per share” which are non-IFRS measures.

For a description of the components and calculation of “adjusted operating profit (loss),” adjusted net profit (loss),” and “adjusted diluted earnings (loss) per share” and a reconciliation of these non-IFRS measures to the most directly comparable IFRS measures, see “Item 5. Operating and Financial Review and Prospects — Certain Non-IFRS Measures” elsewhere in this Annual Report. We believe that our current calculations of adjusted operating profit (loss), adjusted net profit (loss) and adjusted diluted earnings (loss) per share represent a balanced approach to adjusting for the impact of certain discrete, unusual or non-cash items which are useful in measuring, provide a more accurate representation of, our operating results.

Revenue less service cost is calculated as revenue less cost for the acquisition of relevant services and products for sale to customers. Our revenues are recognized on a “net” basis when we are acting as an agent, and on a “gross” basis when we are the “primary obligor.” See “Item 5. Operating and Financial Review and Prospects — Our Revenue, Service Cost and Other Revenue and Expenses — Revenue.” Income from packages, including income on airline tickets sold to customers as a part of tours and packages is accounted for on a gross basis since we are the primary obligor in the arrangement and assume the risks and responsibilities, including the responsibility for delivery of services. Revenue from the packages business which is accounted for on a “gross” basis represents the total amount paid by customers for these travel services and products, while our cost of procuring the relevant services and products for sale to our customers in this business is classified as service cost. We believe that revenue less service costs reflects more accurately the value addition of the travel services that we provide to customers in our packages business where we are the primary obligor and is similar to the revenue on a “net” basis for our air ticketing and hotels business where we act as an agent.

We believe that adjusted operating profit (loss), adjusted net profit (loss), revenue less service cost and adjusted diluted earnings (loss) per share are useful in measuring our results. We believe that our current calculations of adjusted operating profit (loss), adjusted net profit (loss), revenue less service cost and adjusted diluted earnings (loss) per share represent a balanced approach to adjusting for the impact of certain discrete, unusual or non-cash items which are useful in measuring our results and provide investors and analysts a more relevant representation of our operating results. We believe that investors and analysts in its industry use these non-IFRS measures to compare our company and our performance to that of our global peers.

The IFRS measures most directly comparable to “adjusted operating profit (loss),” “adjusted net profit (loss)” and “adjusted diluted earnings (loss) per share” are results from operating activities, profit (loss) for the year and diluted earnings (loss) per share, respectively. Each item is more fully explained in “Item 5. Operating and Financial Review and Prospects.” We believe that adjustments to these IFRS measures provide investors and analysts a more relevant representation of our operating results. A limitation of using adjusted operating profit (loss), adjusted net profit (loss) and adjusted diluted earnings (loss) per share instead of operating profit (loss), net profit (loss) and diluted earnings (loss) per share calculated in accordance with IFRS as issued by the IASB is that these non-IFRS financial measures exclude a recurring cost, namely share-based compensation. Management compensates for this limitation by providing specific information on the IFRS amounts excluded from adjusted operating profit (loss), adjusted net profit (loss) and adjusted diluted earnings (loss) per share. The presentation of these non-IFRS measures is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. For further information and a reconciliation of these non-IFRS measures to the most directly comparable IFRS measures, see “Item 5. Operating and Financial Review and Prospects — Certain Non-IFRS Measures” elsewhere in this Annual Report.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Item 3. Key Information,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Item 3. Key Information — D. Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information — D. Risk Factors,” and the following:

•

our ability to maintain and expand our supplier relationships;

•

our reliance on technology;

•

our ability to expand our business, implement our strategy and effectively manage our growth;

•

our ability to successfully implement our growth strategy;

•

our ability to attract, train and retain executives and other qualified employees;

•

increasing competition in the Indian travel industry;

•

risks associated with online commerce security; and

•

political and economic stability in and around India, Thailand, and other key travel destinations in Asia and Europe.

The forward-looking statements made in this Annual Report relate only to events or information as of the date on which the statements are made in this Annual Report. Our actual results, performance, or achievement may differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, we can give no assurances that any of the events anticipated by these forward-looking statements will transpire or occur or, if any of the foregoing factors or other risks and uncertainties described elsewhere in this Annual Report were to occur, what impact they would have on these forward-looking statements, including our results of operations or financial condition. In view of these uncertainties, you are cautioned not to place undue reliance on these forward-looking statements.

Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.

KEY INFORMATION

A. Selected Consolidated Financial Data

The following selected consolidated statement of profit or loss and other comprehensive income (loss) data for fiscal years 2015, 2016 and 2017 and the selected consolidated statement of financial position data as of March 31, 2016 and 2017 have been derived from our audited consolidated financial statements included elsewhere in this Annual Report. Our financial and operating results for fiscal year 2017 include the financial and operating results of the ibibo Group for the two months ended March 31, 2017 following the completion of our acquisition of the ibibo Group on January 31, 2017.

The selected consolidated statement of profit or loss and other comprehensive income (loss) data for fiscal years 2013 and 2014 and the selected consolidated statement of financial position data as of March 31, 2013, 2014 and 2015 have been derived from our audited consolidated financial statements not included in this Annual Report. The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Item 5. Operating and Financial Review and Prospects” and the consolidated financial statements and notes thereto included elsewhere in this Annual Report. Our consolidated financial statements are prepared and presented in accordance with IFRS as issued by the IASB. Our historical results do not necessarily indicate results expected for any future period.


	Fiscal Year Ended March 31,
	2013			2014			2015			2016			2017
	(in thousands, except per share data and share count)
Consolidated Statement of Profit or Loss and Other Comprehensive Income (loss) Data:
Revenue:
Air ticketing	$	60,889		$	66,523		$	74,325		$	78,172		$	118,514
Hotels and packages		164,129			184,501			220,512			251,713			314,254
Other revenue		3,804			4,351			4,825			6,169			14,848
Total revenue		228,822			255,375			299,662			336,054			447,616
Other Income		—			1,312			853			1,014			363
Service cost:
Procurement cost of hotels and packages services		(136,537	)		(144,508	)		(157,897	)		(165,264	)		(173,919	)
Cost of air ticket coupons		(4,120	)		(4,471	)		(2,816	)		(1,770	)		—
Personnel expenses		(34,520	)		(37,221	)		(44,318	)		(49,018	)		(73,736	)
Marketing and sales promotion expenses ⁽¹⁾		(19,690	)		(27,885	)		(42,724	)		(108,966	)		(224,424	)
Other operating expenses		(48,264	)		(52,231	)		(59,345	)		(67,954	)		(81,585	)
Depreciation, amortization and impairment		(3,753	)		(5,692	)		(7,955	)		(10,923	)		(29,702	)
Results from operating activities		(18,062	)		(15,321	)		(14,540	)		(66,827	)		(135,387	)
Net finance income (costs)		(742	)		(5,334	)		(3,544	)		(18,741	)		26,979
Impairment in respect of an equity-accounted investee		—			—			—			(959	)		—
Share of loss of equity-accounted investees		(186	)		(171	)		(139	)		(1,860	)		(1,702	)
Loss before tax		(18,990	)		(20,826	)		(18,223	)		(88,387	)		(110,110	)
Income tax benefit (expense)		(8,599	)		(79	)		(135	)		(155	)		(193	)
Loss for the year	$	(27,589	)	$	(20,905	)	$	(18,358	)	$	(88,542	)	$	(110,303	)
Loss per share (including Class B Shares):
Basic	$	(0.74	)	$	(0.55	)	$	(0.44	)	$	(2.12	)	$	(2.09	)
Diluted	$	(0.74	)	$	(0.55	)	$	(0.44	)	$	(2.12	)	$	(2.09	)
Weighted average number of shares outstanding (including Class B Shares):
Basic		37,315,434			37,832,246			41,808,897			41,714,518			52,607,986
Diluted		37,315,434			37,832,246			41,808,897			41,714,518			52,607,986

Note:

(1)

Marketing and sales promotion expenses were earlier referred to as “Advertising and business promotion expenses” and reported as part of “Other operating expenses” for the years ended on or before March 31, 2015, and have been presented as a separate line in our consolidated statements of profit or loss and other comprehensive income (loss) included elsewhere in this Annual Report. This presentation is in line with the current manner in which we evaluate our business performance and manage our operations.

The following table sets forth a summary of our consolidated statement of financial position as of March 31, 2013, 2014, 2015, 2016 and 2017:


	As of March 31,
	2013		2014		2015		2016		2017
	(in thousands)
Consolidated Statement of Financial Position Data:
Trade and other receivables	$	26,111	$	29,356	$	29,852	$	29,168	$	37,284
Term deposits		48,115		105,170		93,492		169,312		95,673
Cash and cash equivalents		36,502		38,011		49,857		53,434		101,704
Net current assets		57,758		37,264		98,173		157,925		128,787
Total assets		194,620		269,837		279,615		400,989		1,544,784
Total equity (deficit)		101,994		162,300		157,854		77,609		1,405,462
Loans and borrowings		420		318		499		197,300		749
Trade and other payables		80,592		86,214		103,655		110,296		127,077
Total liabilities		92,626		107,537		121,761		323,380		139,322
Total equity (deficit) and liabilities	$	194,620	$	269,837	$	279,615	$	400,989	$	1,544,784

Other Data:

The following table sets forth, for the periods indicated, certain selected consolidated financial and other data:


	Fiscal Year Ended March 31,
	2013			2014			2015			2016			2017
	(in thousands, except percentages)
Number of transactions:
Air ticketing		3,794.1			3,999.2			5,432.8			6,960.5			9,379.7
Hotels and packages		568.1			869.8			1,385.5			3,137.3			6,874.1
Revenue less service cost: ⁽¹⁾
Air ticketing	$	56,769		$	62,052		$	71,509		$	76,402		$	118,514
Hotels and packages		27,592			39,993			62,615			86,449			140,335
Other revenue		3,804			4,351			4,825			6,169			14,848
	$	88,165		$	106,396		$	138,949		$	169,020		$	273,697
Gross bookings: ⁽²⁾
Air ticketing	$	939,637.5		$	943,699.1		$	1,175,379.2		$	1,275,747.8		$	1,545,151.9
Hotels and packages		229,921.0			317,518.4			472,997.6			565,764.7			745,135.6
Net revenue margins: ⁽³⁾
Air ticketing		6.0	%		6.6	%		6.1	%		6.0	%		7.7	% ⁽⁴⁾
Hotels and packages		12.0	%		12.6	%		13.2	%		15.3	%		18.8	%

Notes:

(1)

As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on revenue less service cost, which is a non-IFRS measure, as we believe that revenue less service cost reflects more relevant information regarding the value addition of the travel services that we provide to our customers. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. Our revenue less service cost may not be

comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation. The following table reconciles our revenue (an IFRS measure) to revenue less service cost (a non-IFRS measure):


	Air Ticketing										Hotels and Packages										Other Revenue										Total
	Fiscal Year Ended March 31,										Fiscal Year Ended March 31,										Fiscal Year Ended March 31,										Fiscal Year Ended March 31,
	2013		2014		2015		2016		2017		2013		2014		2015		2016		2017		2013		2014		2015		2016		2017		2013		2014		2015		2016		2017
	(in thousands)
Revenue	$	60,889	$	66,523	$	74,325	$	78,172	$	118,514	$	164,129	$	184,501	$	220,512	$	251,713	$	314,254	$	3,804	$	4,351	$	4,825	$	6,169	$	14,848	$	228,822	$	255,375	$	299,662	$	336,054	$	447,616
Less:
Service Cost		4,120		4,471		2,816		1,770		—		136,537		144,508		157,897		165,264		173,919		—		—		—		—		—		140,657		148,979		160,713		167,034		173,919
Revenue less service cost	$	56,769	$	62,052	$	71,509	$	76,402	$	118,514	$	27,592	$	39,993	$	62,615	$	86,449	$	140,335	$	3,804	$	4,351	$	4,825	$	6,169	$	14,848	$	88,165	$	106,396	$	138,949	$	169,020	$	273,697

(2)	Gross bookings represent the total amount paid by our customers for the travel services and products booked through us, including taxes, fees and other charges, and are net of cancellations, discounts and refunds.

(3)	Net revenue margins is defined as revenue less service cost as a percentage of gross bookings.

(4)

In fiscal year 2017, we recognized incremental revenue of $9.2 million based on quarterly evaluation of trends of refund rights exercised by our customers along with a change in the estimate for provisions for cancelled tickets pursuant to confirmation from vendor. Assuming such incremental revenue is excluded, our net revenue margin for air ticketing for fiscal year 2017 would be 7.1%.

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

D. Risk Factors

This Annual Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those described in the following risk factors and elsewhere in this Annual Report. If any of the following risks actually occur, our business, financial condition and results of operations could suffer.

Risks Related to Us and Our Industry

Declines or Disruptions in the Travel Industry Could Adversely Affect Our Business and Financial Performance.

Our business and financial performance is affected by the health of the travel industry in India and worldwide, including changes in supply and pricing. Events specific to the travel industry that could negatively affect our business include continued fare increases, travel-related strikes or labor unrest, general civil unrest, fuel price volatility and bankruptcies or liquidations of our suppliers. For example, events in the Middle East over the past several years have resulted in an adverse impact on travel to that region. Such events also impact crude oil prices which may have an adverse impact on the travel industry globally, including our business. Similarly, political unrest in Bangkok, Thailand, has negatively impacted travel to those locations. Sudden disruptions in travel have also followed terrorist attacks such as the events of September 11, 2001 in the United States, the terrorist attacks in Paris, Brussels and the United Kingdom between 2015 and 2017 and adverse weather conditions or other natural disasters such as Hurricane Katrina, the April 2015 Nepal earthquake, the September 2014 Kashmir (India) floods and pandemic situations. In addition, the drop in the average value of the Indian Rupee as compared to the US dollar in fiscal year 2014 adversely impacted the Indian travel industry as it made travel for Indian consumers outside of India more expensive.

Additionally, our business is sensitive to safety concerns, and thus our business has in the past declined and may in the future decline after incidents of actual or threatened terrorism, during periods of political instability or conflict or during other periods in which travelers become concerned about safety issues, including as a result of natural disasters such as tsunamis or earthquakes or when travel might involve health-related risks, such as the influenza A virus (H1N1), avian flu (H5N1 and H7N9), Severe Acute Respiratory Syndrome, the Zika virus or other epidemics or pandemics. In addition, there may be work stoppages or labor unrest at airlines or airports. Acts of terrorism and adverse weather conditions or other natural disasters such as those mentioned above may also in the future have a negative impact on our tourism business. Hotels, airlines, airports and cruises have in recent years been the subject of terrorist attacks, including on cruise ships and in India, Spain, Egypt, Russia, Turkey, Sri Lanka, France, Belgium and the United Kingdom. Such events are outside our control and could result in a significant decrease in demand for our travel services. Any such decrease in demand, depending on its scope and duration, together with any other issues affecting travel safety, could significantly and adversely affect our business and financial performance over the short and long term. The occurrence of such events could result in disruptions to our customers’ travel plans and we may incur additional costs and constrained liquidity if we provide relief to affected customers by not charging cancellation fees or by refunding the cost of airline tickets, hotel reservations and other travel services and products. If there is a prolonged substantial decrease in travel volumes, particularly air travel and hotels, for these or any other reasons, our business, financial condition and results of operations would be adversely affected.

Our Business and Results of Operations Could Be Adversely Affected by Global Economic Conditions.

Consumer purchases of discretionary items generally decline during periods of recession and other periods in which disposable income is adversely affected. As a substantial portion of travel expenditure, for both business and leisure, is discretionary, the travel industry tends to experience weak or reduced demand during economic downturns.

Unfavorable changes in the above factors or in other business and economic conditions affecting our customers could result in fewer reservations made through our websites and/or lower our net revenue margins, and have a material adverse effect on our financial condition and results of operations.

Since the beginning of the global financial crisis in the third quarter of 2008, adverse developments in the international financial markets have created challenging economic conditions for businesses and governments around the world. These adverse developments have included increased market volatility, tightened liquidity in credit markets, diminished expectations for economic growth and a reduction in consumer and business spending. While the global economy has since recovered to some extent, recovery remains fragile and slow-paced as high-income countries continue to suffer from volatility and slow growth. The global economy may be adversely impacted by unforeseen events beyond our control including incidents of actual or threatened terrorism, regional hostilities or instability, unusual weather patterns, natural disasters, political instability and health concerns (including epidemics or pandemics), defaults on government debt, tax increases and other matters that could reduce discretionary spending, tightening of credit markets and further declines in consumer confidence. In addition, the uncertainty of macro-economic factors and their impact on consumer behavior, which may differ across regions, makes it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and adversely affect our results of operations. The weakness and uncertainty in the global economy have negatively impacted both corporate and consumer spending patterns and demand for travel services, globally and in India, and may continue to do so in the future.

As an intermediary in the travel industry, a significant portion of our revenue is affected by fares and tariffs charged by our suppliers as well as volumes of sales made by us. During periods of poor economic conditions, airlines and hotels tend to reduce rates or offer discounted sales to stimulate demand, thereby reducing our commission-based income. A slowdown in economic conditions may also result in a decrease in transaction volumes and adversely affect our revenue. It is difficult to predict the effects of the uncertainty in global economic conditions. If economic conditions worsen globally or in India, our growth plans, business, financial condition and results of operations could be adversely impacted.

If We Are Unable to Maintain Existing, and Establish New, Arrangements with Travel Suppliers, Our Business May Be Adversely Affected.

Our business is dependent on our ability to maintain our relationships and arrangements with existing suppliers, such as airlines which supply air tickets to us directly, Amadeus IT Group SA and Travelport Worldwide Ltd, our global distribution system, or GDS, service providers, Indian Railways, hotels, hotel suppliers and destination management companies, bus operators and car hire companies, as well as our ability to establish and maintain relationships with new travel suppliers. A substantial portion of our revenue less service cost is derived from fees and commissions negotiated with travel suppliers for bookings made through our websites or via our other distribution channels. Adverse changes in existing arrangements, including an inability by any travel supplier to fulfill their payment obligation to us in a timely manner, increasing industry consolidation or our inability to enter into or renew arrangements with these parties on favorable terms, if at all, could reduce the amount, quality, pricing and breadth of the travel services and products that we are able to offer, which could adversely affect our business and financial performance. For example, we have experienced short-term disruptions in the supply of tickets from domestic airlines in the past.

In addition, adverse economic developments affecting the travel industry could also adversely impact our ability to maintain our existing relationships and arrangements with one or more of our suppliers. In particular, adverse changes to the overall business and financial climate for the airline industry in India due to various factors including, but not limited to, rising fuel costs, high taxes, significant depreciation of the Indian Rupee as compared to the US dollar making travel for Indian consumers outside India more expensive, and increased liquidity constraints, could affect the ability of one or more of our airline suppliers to continue to operate or otherwise meet our demand for tickets, which, in turn, could materially and adversely affect our financial results. For example, during fiscal year 2013, Kingfisher Airlines, one of the major airlines in India and one of our airline

suppliers, shut down its operations, which resulted in a decline in the total capacity in the airline industry in India. In addition, adverse changes to the overall business and financial climate for the airline industry in India due to various factors including, but not limited to, rising fuel costs, high taxes, significant depreciation of the Indian Rupee as compared to the US dollar making travel for Indian consumers outside India more expensive, and increased liquidity constraints, resulted in airlines in India reducing the base commissions paid to travel agencies. During fiscal year 2015, the domestic airlines in India continued to reduce the base commissions paid to travel agencies and we spent significantly on marketing and sales expenses to promote transactions on our mobile platforms in India and to promote our international hotels. These factors were mainly responsible for our net loss of $(18.4) million in fiscal year 2015. Any consolidation in the airline industry involving our suppliers may also adversely affect our existing relationships and arrangements with such suppliers. During fiscal year 2016 and 2017, we made significant investments in our ongoing customer inducement and acquisition programs, such as cash incentives and select loyalty program incentive promotions, to accelerate growth in our standalone hotel booking business in response to increased competition in the domestic travel market in India. This was the primary factor that resulted in our net loss of $(88.5) million and $(110.3) million in fiscal years 2016 and 2017, respectively.

No assurance can be given that our agreements or arrangements with our travel suppliers or GDS service providers will continue or that our travel suppliers or GDS service providers will not further reduce or eliminate fees or commissions or attempt to charge us for content, terminate our contracts, make their products or services unavailable to us as part of exclusive arrangements with our competitors or default on or dispute their payment or other obligations towards us, any of which could reduce our revenue and net revenue margins or may require us to initiate legal or arbitral proceedings to enforce their contractual payment obligations, which may adversely affect our business and financial performance. See also “— Some of Our Airline Suppliers (Including Our GDS Service Providers) May Reduce or Eliminate the Commission and Other Fees They Pay to Us for the Sale of Air Tickets and This Could Adversely Affect Our Business and Results of Operations.”

We Do Not Have Formal Agreements with Many of Our Travel Suppliers.

We rely on various travel suppliers to facilitate the sale of our travel services. We do not have formal agreements with many of our travel suppliers, including low-cost airlines and many hotels, whose booking systems or central reservations systems are relied upon by us for bookings and confirmation as well as certain payment gateway arrangements, and there can be no assurance that these third parties will not terminate these arrangements with us at short notice or without notice. Further, where we have entered into formal agreements, many of these agreements are short-term contracts, requiring periodic renewal and providing our counterparties with a right to terminate at short notice or without notice. Some of these agreements are scheduled to expire in the near future and we are in the process of renewing those agreements. Many of our suppliers with whom we have formal agreements, including airlines, are also able to alter the terms of their contracts with us at will or at short notice. For example, our agreement with Indian Railways Catering and Tourism Corporation Limited, or IRCTC, which allows us to transact with Indian Railways’ passenger reservation system through the Internet, can be terminated or temporarily suspended by IRCTC without prior notice and at its sole discretion. Termination, non-renewal or suspension or an adverse amendment of any of the abovementioned agreements and/or arrangements could have a material adverse effect on our business, financial condition and results of operations.

We Have Sustained Operating Losses in the Past and May Continue to Experience Operating Losses in the Future.

We sustained operating losses in fiscal years from 2013 to 2017 and in all our fiscal years prior to and including fiscal year 2010. While we generated operating profits in fiscal years 2011 and 2012, there can be no assurance that we will be able to return to profitability or that we can avoid operating losses in the future. We expect to continue making investments in mobile technology, marketing and sales promotion (including brand building) and customer acquisition programs and expanding our hotels and packages offerings as part of our long-term strategy to increase the net revenue contribution of our hotels and packages business and to increase the share of customers visiting and transacting with us over our mobile platforms. The degree of increase in these

expenses will be largely based on anticipated organizational growth and revenue trends, the competitive environment, pricing trends and trends in online penetration of the Indian travel market. As a result, any decrease or delay in generating additional sales volumes and revenue could result in substantial operating losses. For example, during fiscal years 2016 and 2017, we made significant investments in our ongoing customer inducement and acquisition programs, such as cash incentives and select loyalty program incentive promotions, to accelerate growth in our standalone hotel booking business in response to increased competition in the domestic travel market in India. This was the primary factor that resulted in our net loss of $(88.5) million and $(110.3) million in fiscal year 2016 and 2017, respectively.

We Have Incurred and Expect to Continue to Incur Significant Expenses to Grow Our Businesses, Including Marketing and Sales Promotion Expenses.

The Indian hotels industry is intensely competitive. We face increased competition in our hotels and packages segment primarily from established Indian travel market players, such as Cox & Kings, Yatra and Thomas Cook, and new entrants such as OYO Rooms and Paytm. In order to drive our growth strategy in the hotels business, we have incurred increased marketing and sales promotion expenses. For example, during fiscal year 2017, our marketing and sales promotion expenses increased to $224.4 million (including the contribution of marketing and sales promotion expenses from the ibibo Group, which we acquired in January 2017) from $109.0 million in fiscal year 2016 as we made significant investments in our ongoing customer acquisition programs, such as cash incentives and select loyalty program incentive promotions, to accelerate growth in our standalone hotel booking business in response to increased competition in the domestic travel market in India. We may continue to incur such expenses in future, including expenses associated with our strategy of converting our traditional offline customers into online customers. We have incurred and expect to continue to incur significant expenses associated with customer inducement and acquisition programs in our hotels and packages business to offer cash incentives and select loyalty program incentive promotions from time to time on our booking platforms. We may also increase our marketing and sales promotion expenses as a result of our expansion into new markets and such expenses may not be offset by increased revenue particularly at the initial commencement of business in these new markets. We may also be required to lower our fees and commissions charged to hotel suppliers to retain and increase our market share in response to competitors that are able to negotiate better rates and higher performance linked and other incentives from such suppliers, including new entrants with greater financial resources than us. We may also incur increasing marketing and sales promotion expenses as we grow our redBus business (which we acquired as part of our acquisition of the ibibo Group), which competes with, among others, Abhibus, Paytm and other regional competitors. Such expenses and any loss of revenue from competitive pressures may adversely affect our business, financial condition and results of operations.

We Rely on Third-Party Systems and Service Providers, and Any Disruption or Adverse Change in Their Businesses Could Have a Material Adverse Effect on Our Business.

We currently rely on a variety of third-party systems, service providers and software companies, including the GDS and other electronic central reservation systems used by airlines, various offline and online channel managing systems and reservation systems used by hotels and accommodation suppliers and aggregators, systems used by Indian Railways, and systems used by bus and car operators and aggregators, as well as other technologies used by payment gateway providers. In particular, we rely on third parties to:

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assist in conducting searches for airfares and process air ticket bookings;

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process hotel reservations;

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process credit card, debit card, net banking and e-wallet payments;

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provide computer infrastructure critical to our business; and

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provide customer relationship management, or CRM, software services.

Any interruption or deterioration in performance of these third-party systems and services could have a material adverse effect on our business. Further, the information provided to us by certain of these third-party systems, such as the central reservations systems of certain of our hotel suppliers, may not always be accurate due to either technical glitches or human error, and we may incur monetary and/or reputational loss as a result.

Our success is also dependent on our ability to maintain our relationships with these third-party systems and service providers, including our technology partners. In the event our arrangements with any of these third parties are impaired or terminated, we may not be able to find an alternative source of systems support on a timely basis or on commercially reasonable terms, which could result in significant additional costs or disruptions to our business.

Our Strategic Investments and Acquisitions May Not Bring Us Anticipated Benefits, and We May Not Be Successful in Pursuing Future Investments and Acquisitions.

Part of our growth strategy is the pursuit of strategic investments and acquisitions, and we have made a number of investments and acquisitions in the past. For example, in 2012, we acquired a 100% equity interest in the group of companies known as the Hotel Travel Group, including its principal operating subsidiaries, Hotel Travel Limited, Malaysia and HTN Co., Ltd., Thailand. The Hotel Travel Group is an established travel company operating in Southeast Asia. In 2014, we acquired a 100% equity interest in the group of companies known as the Easytobook.com group, or the ETB Group, which primarily operates through its website www.easytobook.com and offers its customers online hotel reservations in Europe, North America and other global travel destinations. In January 2017, we acquired a 100% equity interest in the ibibo Group, which provides online travel services in India. We believe that our investments and acquisitions serve to strengthen our presence in key geographic markets and expand the travel products and services that we offer our customers.

There can be no assurance that our investments and acquisitions will achieve their anticipated benefits. During fiscal year 2017, we significantly reduced our Hotel Travel Group operations and recognized an impairment of related goodwill and brands of $14.6 million. Following the completion of our acquisition of the ibibo Group in January 2017, we now own three brands, MakeMyTrip and goibibo, through which we operate similar businesses in the online travel industry and redBus, through which we operate our bus ticketing platform. There can be no assurance that we will be able to operate all our businesses successfully or that one brand will not attract business from the other. We may not be able to integrate acquired operations, personnel and technologies successfully or effectively manage our combined business following the acquisition. Our investments and acquisitions may subject us to uncertainties and risks, including potential ongoing and unforeseen or hidden liabilities, diversion of management resources and cost of integrating acquired businesses. We may also experience difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business and retaining suppliers and customers of the acquired business.

We may not succeed in implementing our strategy of growth through strategic investments and acquisitions in the future as it is subject to many factors which are beyond our control, including our ability to identify, attract and successfully execute suitable acquisition opportunities and partnerships. Any failure to achieve the anticipated benefits of our past investments and acquisitions or to consummate new investments and acquisitions in the future could negatively impact our ability to compete in the travel industry and have a material adverse effect on our business.

For details on our investments and acquisitions, see “Item 4. Information On the Company — History and Development of our Company — Investments and Acquisitions.”

Our Results of Operations Are Subject to Fluctuations in Currency Exchange Rates.

Our presentation currency is the US dollar. However, the functional currency of MMT India and ibibo India, our key operating subsidiaries, is the Indian Rupee. We receive a substantial portion of our revenue in Indian Rupees and most of our costs are incurred in Indian Rupees. Any fluctuation in the value of the Indian Rupee against the US dollar, such as the approximately 2.5% depreciation in the average value of the Indian Rupee as

compared to the US dollar in fiscal year 2017 as compared to the average value of the Indian Rupee against the US dollar in fiscal year 2016, will affect our results of operations. The drop in the average value of the Indian Rupee as compared to the US dollar in fiscal year 2017 adversely impacted the Indian travel industry as it made outbound travel for Indian consumers more expensive. In addition, our exposure to foreign exchange risk also arises in respect of our non-Indian Rupee-denominated trade and other receivables, trade and other payables, and cash and cash equivalents.

Based on our operations in fiscal year 2017, a 10.0% appreciation of the US dollar against the Indian Rupee as of March 31, 2017, assuming all other variables remained constant, would have increased our loss for fiscal year 2017 by $5.5 million. Similarly, a 10.0% depreciation of the US dollar against the Indian Rupee as of March 31, 2017, assuming all other variables remained constant, would have decreased our loss for fiscal year 2017 by $5.5 million.

We are also exposed to movements between the US dollar and the Indian Rupee in our operations, as 1.8%, 1.1% and 0.2% of our revenue for fiscal years 2015, 2016 and 2017, respectively, was generated by MMT India and, in respect of fiscal year 2017, also by the ibibo Group from its air ticketing business, and received in US dollars, although our expenses are generally incurred in Indian Rupees. Additionally, we primarily receive revenue from our hotels and packages business in Indian Rupees, but a portion of our expenses in this segment (those relating to outbound hotels and packages from India in particular) could be incurred in a non-Indian currency. We currently do not have any hedging agreements or similar arrangements with any counter-party to cover our exposure to any fluctuations in foreign exchange rates. Fluctuation in the Indian Rupee-US dollar exchange rate could have a material adverse effect on our business and our financial condition and results of operations as these are reported in US dollars.

We Outsource a Significant Portion of Our Call Center Services and If Our Outsourcing Service Providers Fail to Meet Our Requirements or Face Operational or System Disruptions, Our Business May Be Adversely Affected.

We outsource our call center service for sales for all international flights and most of our hotel reservations and packages. We also outsource our call center service for post-sales customer service support for all flights (domestic and international), hotel reservations and packages, and rail and bus ticketing, as well as back office fulfillment and ticketing services, to various third parties in India. If our outsourcing service providers experience difficulty meeting our requirements for quality and customer service standards, our reputation could suffer and our business and prospects could be adversely affected. Our operations and business could also be materially and adversely affected if our outsourcing service providers face any operational or system interruptions.

Further, many of our contracts with outsourcing service providers are short-term or have short notice periods. For example, our agreement with Intelenet Global Services Private Limited, or Intelenet, which provides call center services for our hotels and packages business is for a renewable term of three years but may be terminated by either party on two months’ notice. The agreements with some of our outsourcing service providers, including iEnergizer IT Services Private Limited, or iEnergizer IT Services, and Motif India Infotech Private Limited, or Motif India Infotech, may be terminated by either party on 90 days’ notice in the case of Motif India Infotech and after the initial one-year term for iEnergizer IT Services. In the event one or more of our contracts with our outsourcing service providers is terminated on short notice, we may be unable to find alternative outsourcing service providers on commercially reasonable terms, or at all. Further, the quality of the service provided by a new or replacement outsourcing service provider may not meet our requirements, including during the transition and training phase. Hence, termination of any of our contracts with our outsourcing service providers could cause a decline in the quality of our services and disrupt and adversely affect our business, results of operations and financial condition.

We Rely on Information Technology to Operate Our Business and Maintain Our Competitiveness, and Any Failure to Adapt to Technological Developments or Industry Trends Could Harm Our Business.

We depend on the use of sophisticated information technology and systems, which we have customized in-house for search and reservation for flights and hotels, as well as payments, refunds, customer relationship management, communications and administration. As our operations grow in both size and scope, we must continuously improve and upgrade our systems and infrastructure to offer our customers enhanced services, features and functionality, while maintaining the reliability and integrity of our systems and infrastructure in a cost-effective manner. Our future success also depends on our ability to upgrade our services and infrastructure ahead of rapidly evolving consumer demands while continuing to improve the performance, features and reliability of our service in response to competitive offerings.

We may not be able to maintain or replace our existing systems or introduce new technologies and systems as quickly as our competitors, in a cost-effective manner or at all. We may also be unable to devote adequate financial resources to develop or acquire new technologies and systems in the future.

We may not be able to use new technologies effectively, or we may fail to adapt our websites, mobile applications, transaction processing systems and network infrastructure to consumer requirements or emerging industry standards. If we face material delays in introducing new or enhanced solutions, our customers may forego the use of our services in favor of those of our competitors. Any of these events could have a material adverse effect on our operations.

We currently license from third-parties some of the technologies incorporated into our websites. As we continue to introduce new services that incorporate new technologies, we may be required to license additional technology. We cannot be sure that such technology licenses will be available on commercially reasonable terms, if at all.

The Travel Industry in India and Worldwide is Intensely Competitive, and We May Not Be Able to Effectively Compete in the Future.

The travel market is intensely competitive. Factors affecting our competitive success include, among other things, price, availability and breadth of choice of travel services and products, brand recognition, customer service, fees charged to travelers, ease of use, accessibility and reliability. We currently compete with both established and emerging providers of travel services and products, including other online travel agencies both in India and abroad, such as cleartrip.com, expedia.co.in, travelocity.co.in, yatra.com, booking.com and agoda.com, as well as traditional travel agencies, tour operators, travel suppliers and operators of travel industry reservation databases. Large, established Internet search engines and more recent entrants in the industry have also launched applications offering travel itineraries in destinations around the world, and meta-search companies who can aggregate travel search results also compete against us for customers. Certain of our competitors have launched brand marketing campaigns to increase their visibility with customers. For example, trivago has advertised extensively on television in India since 2015. In addition, we face price competition from new entrants that offer discounted rates and other incentives from time to time. Some of our competitors have significantly greater financial, marketing, personnel and other resources than us and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market (particularly in the hotels and packages business) as compared with us. From time to time we may be required to reduce service fees and net revenue margins in order to compete effectively and maintain or gain market share.

Further, we may also face increased competition from new entrants in our industry. We cannot assure you that we will be able to successfully compete against existing or new competitors in our existing lines of business as well as new lines of business into which we may venture. If we are not able to compete effectively, our business and results of operations may be adversely affected.

Some travel suppliers are seeking to decrease their reliance on distribution intermediaries like us, by promoting direct distribution channels. Many airlines, hotels, car rental companies and tour operators have call

centers and have established their own travel distribution websites and mobile applications. From time to time, travel suppliers offer advantages, such as bonus loyalty awards and lower transaction fees or discounted prices, when their services and products are purchased from supplier-related channels. We also compete with competitors who may offer less content, functionality and marketing reach but at a relatively lower cost to suppliers. If our access to supplier-provided content or features were to be diminished either relative to our competitors or in absolute terms or if we are unable to compete effectively with travel supplier-related channels or other competitors, our business could be materially and adversely affected.

Some of Our Airline Suppliers (Including Our GDS Service Providers) May Reduce or Eliminate the Commission and Other Fees They Pay to Us for the Sale of Air Tickets, and This Could Adversely Affect Our Business and Results of Operations.

In our air ticketing business, we generate revenue through commissions and incentive payments from airline suppliers, service fees charged to our customers and fees from our GDS service providers. Our airline suppliers may reduce or eliminate the commissions and incentive payments they pay to us. For example, few airlines in India have reduced the base commissions paid to travel agencies during fiscal year 2015. To the extent any of our airline suppliers further reduce or eliminate the commissions or incentive payments they pay to us in the future, our revenue may be further reduced unless we are able to adequately mitigate such reduction by increasing the service fees we charge to our customers in a sustainable manner. Any increase in service fees, to mitigate reductions in or elimination of commissions or otherwise, may also result in a loss of potential customers. Further, our arrangements with the airlines that supply air tickets to us may limit the amount of service fees that we are able to charge our customers. Our business would also be negatively impacted if competition or regulation in the travel industry causes us to reduce or eliminate our service fees.

We Depend on and Expect to Continue to Depend on a Small Number of Airline Suppliers in India for a Significant Percentage of our Air Ticketing Revenue.

As a substantial portion of our air ticketing revenue is represented by base commissions and incentive payments paid to us by a relatively small number of domestic airlines, a reduction or elimination in base commissions and incentive payments by any one or all of these airlines could have a material adverse effect on our revenue.

In addition, our reliance on a small number of airline suppliers in India gives those airline suppliers additional bargaining power in negotiating agreements with us. A reduction or elimination of base commissions and incentive payments by any of these domestic airline suppliers, the loss of any of these domestic airline suppliers or a domestic airline supplier exerting significant price and margin pressure on us could materially and adversely affect our business, financial condition and results of operations.

We Rely on the Value of Our Brands, and Any Failure to Maintain or Enhance Consumer Awareness of Our Brands Could Have a Material Adverse Effect on Our Business, Financial Condition and Results of Operations.

We believe continued investment in our brand, “MakeMyTrip,” is critical to retain and expand our business. We believe that our brand is well respected and recognized in the Indian travel market. We have invested in developing and promoting our brand since our inception and expect to continue to spend on maintaining our brand’s value to enable us to compete against increased spending by our competitors, as well as against emerging competitors, including search engines and meta-search engines, and to allow us to expand into new geographies and products where our brand is not well known. With the acquisition of the ITC Group in November 2012, we acquired the “ITC” brand, which we believe is a well-known brand in Southeast Asia. We also acquired the “goibibo” and “redBus” brands, which we believe are well-known in India, through our strategic combination with the ibibo Group by way of an acquisition of the ibibo Group in January 2017. We have invested and intend to continue to invest in developing and promoting these brands. There is no assurance that we will be able to

successfully maintain or enhance consumer awareness of our brands. Even if we are successful in our branding efforts, such efforts may not be cost-effective. Our marketing costs may also increase as a result of inflation in media pricing (including search engine keywords). If we are unable to maintain or enhance consumer awareness of our brands and generate demand in a cost-effective manner, it would negatively impact our ability to compete in the travel industry and would have a material adverse effect on our business. See also “— We Cannot Be Sure That Our Intellectual Property Is Protected from Copying or Use by Others, Including Current or Potential Competitors.”

We May Not Be Successful in Implementing Our Growth Strategies.

Our growth strategies involve expanding our hotels and packages business (including through our travel agents’ network), expanding our service and product offerings, enhancing our service platforms by investing in technology, expanding into new geographic markets and pursuing strategic partnerships and acquisitions.

Our success in implementing our growth strategies is affected by:

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our ability to expand our businesses through strategic acquisitions and successfully integrate such acquisitions, including the ibibo Group;

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our ability to increase the number of suppliers, especially hotel suppliers, that are directly connected to us, which is dependent on the willingness of such suppliers to invest in new technology;

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our ability to continue to expand our distribution channels, and market and cross-sell our travel services and products to facilitate the expansion of our business;

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our ability to compete effectively with existing and new entrants to the Indian travel industry, including online travel companies, hotel room aggregators, traditional offline travel agents and tour providers;

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our ability to build or acquire required technology;

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our ability to increase our customer base or drive repeat bookings from our existing customer base;

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the general condition of the global economy (particularly in India and markets with close proximity to India) and continued growth in demand for travel services, particularly online;

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the growth of the Internet and mobile technology as a medium for commerce in India; and

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changes in our regulatory environment.

Many of these factors are beyond our control and there can be no assurance that we will succeed in implementing our strategies.

Even if we are successful in executing our growth strategies, our different businesses may not grow at the same rate or with a uniform effect on our revenues and profitability. For example, the rate of growth in our hotels and packages business, which has generally outpaced our air ticketing business and is a relatively higher margin business, may not grow at a pace to affect our overall growth in the short term.

We are also subject to additional risks involved in our strategies of expanding into new geographic markets and pursuing strategic partnerships and acquisitions. See “— Our International Operations, Some of Which Are New to Us, Involve Additional Risks” and “— Our Strategic Investments and Acquisitions May Not Bring Us Anticipated Benefits, and We May Not Be Successful in Pursuing Future Investments and Acquisitions.”

Our Arrangements with Some of Our Suppliers May Subject Us to Additional Monetary Risks.

We generally do not assume inventory risk in our air ticketing business as we typically act as an agent. However, on a few occasions, we pre-purchase air ticket inventory in order to enjoy special negotiated rates and we assume inventory risk on such tickets. When we sell pre-purchased tickets to our customers, revenue is accounted for on a “gross” basis (representing the price of the tickets paid by our customers) and the amount spent to pre-purchase the ticket is classified as a service cost. We obtain inventory for most hotels outside India

through contracts with online travel agents and aggregators outside India. In some instances, in order to enjoy special negotiated rates for these hotels, we pre-purchase hotel room nights and assume inventory risk on them. If we are unable to sell pre-purchased tickets or hotel room nights inventory as anticipated either at all or at expected rates, our revenue and business may be adversely affected.

Our International Operations Involve Additional Risks.

We have been operating in the United States since 2000, servicing mainly the air ticketing needs of non-resident Indians in the United States traveling inbound to India. We launched our website in the United Arab Emirates in December 2009. We need to continue to tailor our services and business model to the unique circumstances of such markets to succeed, including building new supplier relationships and customer preferences. We have also expanded, and intend to continue to expand, our business in other new markets, particularly those with a significant non-resident Indian population as well as those with proximity to India or favored by Indian travelers. We had previously entered into new geographies in Southeast Asia and in Europe through our acquisitions of Luxury Tours, the Hotel Travel Group, the ITC Group and the ETB Group. Adapting our practices and models effectively to the supplier and customer preferences in these, or other, new markets could be difficult and costly and could divert management and personnel resources. We could also face additional regulatory requirements in these, or other, new markets which could be onerous. We cannot assure you that we will be able to efficiently or effectively manage the growth of our operations in these, or other, new markets. For example, during fiscal year 2017, we significantly reduced our Hotel Travel Group operations and recognized an impairment of related goodwill and brands of $14.6 million.

In addition, we are subject to risks in our international operations that may not exist in our Indian operations, including:

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differences and unexpected changes in regulatory requirements and exposure to local economic conditions;

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differences in consumer preferences in such markets;

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increased risk to and limits on our ability to enforce our intellectual property rights;

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competition from providers of travel services in such foreign countries;

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restrictions on the repatriation of earnings from such foreign countries, including withholding taxes imposed by certain foreign jurisdictions; and

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currency exchange rate fluctuations.

If we are not able to effectively mitigate or eliminate these risks, our results of operations could be adversely affected.

Our Business Could Be Negatively Affected by Changes in Search Engine Logic.

We utilize Internet search engines such as Google and Yahoo! India, including through the purchase of travel-related keywords, to drive traffic to our websites. These search engines frequently update and change the logic that determines the placement and display of results of a user’s search, such that the purchased or optimal placement of links to our websites may be negatively affected. In addition, a significant amount of our business is directed to our websites through pay-per-click and display advertising campaigns on the Internet and search engines whose pricing and operating dynamics can rapidly change, both technically and competitively. If major search engines such as Google or Yahoo! India, which we utilize for a significant amount of our search engine traffic, change the logic used on their websites for search results in a manner that negatively affects the search engine ranking, paid or unpaid, of our websites or those of our third-party distribution partners, we may experience a decline in traffic on our websites and our business may be adversely affected.

System Interruption in Our Information Systems and Infrastructure May Harm Our Business.

We rely significantly on computer systems to facilitate and process transactions. We may in the future experience system interruptions that make some or all of these systems unavailable or prevent us from efficiently fulfilling bookings or providing services to our customers. Any interruptions, outages or delays in our systems, or deterioration in their performance, could impair our ability to process transactions and decrease the quality of our service to our customers. If we were to experience frequent or persistent system failures, our reputation and brands could be harmed.

While we have backup systems and contingency plans for critical aspects of our operations or business processes, certain other non-critical systems are not fully redundant and our disaster recovery or business continuity planning may not be sufficient. Fires, floods, power outages, telecommunications failures, earthquakes, acts of war or terrorism, acts of God, computer viruses, sabotage, break-ins and electronic intrusion attempts from both external and internal sources and similar events or disruptions may damage, impact or interrupt our computer or communications systems, business processes or infrastructure at any time. Although we have put measures in place to protect certain portions of our facilities and assets, any of these events could cause system interruptions, delays and loss of critical data, and could prevent us from providing services to our customers and/or suppliers for a significant period of time. We do not carry business interruption insurance for such eventualities. Remediation may be costly and we may not have adequate insurance to cover such costs. Moreover, the costs of enhancing infrastructure to attain improved stability and redundancy may be time consuming and expensive and may require resources and expertise that are difficult to obtain.

We Are Exposed to Risks Associated with Online Security and Credit Card Fraud.

The secure transmission of confidential information over the Internet is essential in maintaining customer and supplier confidence in us. Security breaches, whether instigated internally or externally on our system or other Internet-based systems, could significantly harm our business. We currently require customers to guarantee their transactions with their credit cards online. We rely on licensed encryption and authentication technology to effect secure transmission of confidential customer information, including credit card numbers, over the Internet. However, advances in technology or other developments could result in a compromise or breach of the technology that we use to protect customer and transaction data. We incur substantial expense to protect against and remedy security breaches and their consequences. However, our security measures may not prevent security breaches and we may be unsuccessful in or incur additional costs by implementing our remediation plan to address these potential exposures. In fiscal year 2017, our key operating subsidiaries in India and Malaysia incurred losses of $0.3 million and $0.7 million, respectively, due to unauthorized credit card transactions. These losses pertained to credit card or digital commerce fraud committed by third parties on our websites through the purchase of air tickets and hotels and packages products using fraudulent credit cards.

We also have agreements with banks and certain companies that process customer credit card transactions for the facilitation of customer bookings of travel services from our travel suppliers. The online payment gateway for certain of our sales made through our mobile platform and through international credit and debit cards are secured by “Verified by VISA,” “MasterCard SecureCode,” “American Express SafeKey,” “Diners ProtectBuy” or “RuPay Pay Secure” and we may be liable for accepting fraudulent credit cards on our websites. We may also be subject to other payment disputes with our customers for such sales. If we are unable to combat the use of fraudulent credit cards, our revenue from such sales would be susceptible to demands from the relevant banks and credit card processing companies, and our results of operations and financial condition could be adversely affected.

Our Processing, Storage, Use and Disclosure of Customer Data of Our Customers or Visitors to Our Websites Could Give Rise to Liabilities As a Result of Governmental Regulation, Conflicting Legal Requirements, Differing Views of Personal Privacy Rights or Data Security Breaches.

In the processing of our customer transactions, we receive and store a large volume of customer information. Such information is increasingly subject to legislation and regulations in various jurisdictions and

governments are increasingly acting to protect the privacy and security of personal information that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded or amended to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations. As privacy and data protection become more sensitive issues in India, we may also become exposed to potential liabilities. For example, under the Indian Information Technology Act, 2000, as amended, we are subject to civil liability for wrongful loss or gain arising from any negligence by us in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information on our computer systems, networks, databases and software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the collection, use and disclosure of personal information. Any liability we may incur for violation of such laws and regulations and related costs of compliance and other burdens may adversely affect our business and profitability.

We cannot guarantee that our security measures will prevent data breaches. Companies that handle such information have also been subject to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of personally identifiable information. Security breaches could damage our reputation, cause interruptions in our operations, expose us to a risk of loss or litigation and possible liability, and could also cause customers and potential customers to lose confidence in the security of our transactions, which would have a negative effect on the demand for our services and products. Moreover, public perception concerning security and privacy on the Internet could adversely affect customers’ willingness to use our websites. A publicized breach of security in India or in other countries in which we have operations, even if it only affects other companies conducting business over the Internet, could inhibit the growth of the Internet as a means of conducting commercial transactions, and, therefore, the prospects of our business.

These and other privacy and security developments that are difficult to anticipate could adversely affect our business, financial condition and results of operations.

We Cannot Be Sure That Our Intellectual Property Is Protected from Copying or Use by Others, Including Current or Potential Competitors, and We May Be Subject to Third Party Claims for Intellectual Property Rights Infringement.

Our websites and mobile applications rely on content and in-house customizations and enhancements of third-party technology, much of which is not subject to intellectual property protection. We protect our logo, brand name, websites’ domain names and, to a more limited extent, our content by relying on copyrights, trademarks, trade secret laws and confidentiality agreements. Even with all of these precautions, it is possible for someone else to copy or otherwise obtain and use our content, techniques, and technology without our authorization or to develop similar technology. While our domain names cannot be copied, another party could create an alternative domain name resembling ours that could be passed off as our domain name. Effective trademark, copyright and trade secret protection may not be available in every country in which we operate offline or through the Internet, and policing unauthorized use of our content and technological customizations is difficult and expensive.

mark “MakeMyTrip” and trademark “MakeMyTrip.com-India in every trip” are registered in the United States. We have applied for registration of our new “MY” MakeMyTrip logo and our MakeMyTrip mark with our new logo in India. We have registered copyrights of our logos and brand names “MakeMyTrip,” “goibibo” and “redBus” in India and copyright registration of certain specific representations of the logo “my.”

The logos “India Ahoy” and the word mark “Travel Talkies,” logo and word mark “tripalong,” “MakeMyTrip — Memories Unlimited,” “MakeMyTrip-Dil Toh Roaming Hai,” “Dil Toh Roaming Hai” are also registered trademarks in India. We have applied for trademark registration of the logos and word marks “MakeMyTrip — Hotels Unlimited,” “routeplanner” and “Uncancel,” the logo “my” and the word mark “MMT,” in India and such applications are currently pending. We have filed responses to objections raised by the Trademark Registry to certain of these applications. Our word mark “Dil Toh Roaming Hai” and word mark and logo “MakeMyTrip.com-India in every trip” are registered as trademarks in the United States. We have registered the service mark for “ITC” in Thailand and have applied for registration of the trademark “ITC” in Thailand. We have also obtained an assignment over the trademark “Luxury Tours & Travel.” We have also applied for patents in India for certain aspects of our technological systems.

We cannot be sure that our trademarks or domain names will be protected to the same extent as in the countries in which they are already registered or that the steps we have taken will prevent misappropriation or infringement of what we consider our proprietary information. Such misappropriation or infringement could have a material adverse effect on our business. In the future, we may need to engage in litigation to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Such litigation might result in substantial costs and diversion of resources and management attention.

Third parties may assert that our services, products, and technology, including software, processes and domain names, violate their intellectual property rights. As competition in our industry increases and the functionality of technology offerings further overlaps, such claims and counterclaims could increase. There can be no assurance that we do not or will not inadvertently infringe on the intellectual property rights of third parties. Any intellectual property claim against us, regardless of its merit, could have an adverse effect on our business, financial condition and results of operations and can be expensive and time consuming to defend. Our failure to prevail in such matters could result in loss of intellectual property rights, judgments awarding substantial damages and injunctive or other equitable relief against us, or require us to delay or cease offering services or reduce features in our services.

Our Business Experiences Seasonal Fluctuations and Quarter-to-Quarter Comparisons of Our Results May Not Be Meaningful.

Our business experiences seasonal fluctuations. We tend to experience higher revenue from our hotels and packages business in the second and fourth calendar quarters of each year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India and other markets. In our air ticketing business, we may have higher revenues in a particular quarter arising out of periodic discounted sales of tickets by our suppliers. As a result, quarter-to-quarter comparisons of our results may not be meaningful.

Changing Laws, Rules and Regulations and Legal Uncertainties in India, Including Adverse Application of Corporate and Tax Laws, May Adversely Affect Our Business and Financial Performance.

The regulatory and policy environment in which we operate is evolving and subject to change. Such changes, including the instances briefly mentioned below, may adversely affect our business, financial condition, results of operations and prospects, to the extent that we are unable to suitably respond to and comply with such changes in applicable law and policy.

The Companies Act, 2013 and the rules thereunder, or the Companies Act, contains significant changes to Indian company law, including in relation to the issue of capital by companies, related party transactions, corporate governance, audit matters, shareholder class actions and restrictions on the number of layers of subsidiaries. While most of the provisions of the Companies Act are currently effective, certain provisions of the Companies Act, 1956 remain in effect.

The Government of India has rolled out comprehensive national goods and services tax, or GST, law that combines taxes and levies by the Central and State Governments into a unified tax structure with effect from July 1, 2017. The implementation of GST has significant impact on overall tax computation and compliance. We have implemented necessary changes to our business processes, accounting and IT systems in compliance with GST law. However, some of our suppliers are still in process of making necessary changes to their pricing strategies, product designs and IT system which may pose additional challenges for a near short term. We would also incur additional tax compliance costs under the new tax law.

On May 10, 2016, a protocol for amendment of the India-Mauritius tax treaty was signed by India and Mauritius (which came into force on July 19, 2016) under which India gets the taxation rights on capital gains arising from alienation of shares acquired on or after April 1, 2017 in an Indian resident company. Further, in respect of such capital gains arising during the transition period beginning April 1, 2017 and ending March 31, 2019, the tax rate will be limited to 50% of the domestic tax rate in India on such gains subject to fulfillment of certain specified conditions.

A company is said to be a resident in India if it is incorporated in India or if the control and management of its affairs is situated wholly in India. Individuals and companies that do not fulfil the above criteria are treated as non-residents for purposes of the Income-tax Act. The Finance Act, 2015 has amended this definition and brought in the concept of Place of Effective Management (PoEM) whereby a company would be considered a resident in India if its PoEM in that year is in India. Thus, a foreign company will be resident in India if its PoEM in that year is in India. The definition of PoEM has been explained to mean a place where key management and commercial decisions that are necessary for the conduct of the business of an entity as a whole, are in substance made. PoEM is an internationally recognized concept and given due consideration by the Organisation for Economic Co-operation and Development. The Finance Act 2016 had deferred the applicability of PoEM by one year and accordingly it shall be applicable from Financial Year 2017-18 onwards. The final guidelines for determining PoEM are yet to be notified and may have underlying tax consequences.

Further, the General Anti Avoidance Rules, or GAAR, came into effect on April 1, 2017. It is also proposed that the relevant rules be amended to protect investments made up to March 31, 2017 from the applicability of GAAR. The tax consequences of the GAAR provisions being applied to an arrangement could result in denial of tax benefit amongst other consequences. In the absence of any precedents on the subject, the application of these provisions is uncertain. If the GAAR provisions are made applicable to our company, it may have an adverse tax impact on us.

The impact of any or all of the above changes to Indian legislation on our business cannot be fully determined at this time. Additionally, our business and financial performance could be adversely affected by unfavorable changes in or interpretations of existing, or the promulgation of new, laws, rules and regulations applicable to us and our business, including those relating to the Internet and e-commerce, consumer protection and privacy. Such unfavorable changes could decrease demand for our services and products, increase costs and/or subject us to additional liabilities. For example, there may continue to be an increasing number of laws and regulations pertaining to the Internet and e-commerce, which may relate to liability for information retrieved from or transmitted over the Internet or mobile networks, user privacy, taxation and the quality of services provided through the Internet. Furthermore, the growth and development of e-commerce may result in more stringent consumer protection laws that may impose additional burdens on Internet businesses generally. Any such changes could have an adverse effect on our business and financial performance.

The application of various Indian and international sales, use, occupancy, value-added and other tax laws, rules and regulations to our services and products is subject to interpretation by the applicable taxing authorities. Many of the statutes and regulations that impose these taxes were established before the growth of the Internet, mobile networks and e-commerce. If such tax laws, rules and regulations are amended, new adverse laws, rules or regulations are adopted or current laws are interpreted adversely to our interests, particularly with respect to occupancy or value-added or other taxes, the results could increase our tax payments (prospectively or retrospectively) and/or subject us to penalties and, if we pass on such costs to our customers, decrease the demand for our services and products. As a result, any such changes or interpretations could have an adverse effect on our business and financial performance. In recent years, we have received notices from the Indian tax regulatory authority for a demand of service tax on certain matters, some of which relate to the travel industry in India and involve complex interpretation of law. We have also received notices and various assessment orders from the Indian income tax authorities, to which we have responded. There can be no assurance that the Indian tax authorities will not take a different view. See “Item 8. Financial Information — A. Consolidated Statements and Other Financial Information — Legal Proceedings.”

Infrastructure in India May Not Be Upgraded in Order to Support Higher Internet Penetration, Which May Result in Additional Investments and Expenses for Us.

The majority of our bookings are made through our Indian websites and our mobile offerings. According to the IAMAI’s forecasts, India is projected to have 314 million mobile internet users by 2017 and 369 million by 2018. There can be no assurance that Internet penetration in India will increase in the future as slowdowns or disruptions in upgrading efforts for infrastructure in India could reduce the rate of increase in the use of the Internet. As such we may need to make additional investments in alternative distribution channels. Any slowdown or negative deviation in the anticipated increase in Internet penetration in India may also adversely affect our business and prospects. Finally, a slowdown in smartphone adoption or usage in India may lead to slower growth in the number of transactions completed through our mobile applications, which may adversely affect our business and prospects.

Our Significant Shareholders Exercise Significant Influence over Our Company and May Have Interests That Are Different from Those of Our Shareholders.

As of March 31, 2017, each of Ctrip.com International, Ltd., or Ctrip, Wasatch Advisors Inc. and Capital World Investors beneficially owned 18.70%, 9.92% and 8.94% of our issued and outstanding ordinary shares, respectively. As of March 31, 2017, Naspers Limited, or Naspers, (through its wholly-owned indirect subsidiary, MIH Internet) beneficially owned 100.0% of our issued and outstanding Class B Shares.

By virtue of such significant shareholdings, these shareholders have the ability to exercise significant influence over our company and our affairs and business, including the election of directors, the timing and payment of dividends, the adoption and amendments to our Constitution, the approval of a merger or sale of substantially all our assets and the approval of most other actions requiring the approval of our shareholders. In particular, MIH Internet and its affiliates are entitled to representation on our board of directors in proportion to their beneficial ownership in MakeMyTrip and to representation on all board committees, for so long as MIH Internet and its affiliates beneficially own 10% or more of our issued and outstanding voting securities. The fact that MIH Internet and its affiliates are not restricted from purchasing additional ordinary shares of MakeMyTrip on the open market and can further increase their ownership in MakeMyTrip means that MIH Internet and its affiliates may be able to acquire enough ordinary shares of MakeMyTrip to control more than a majority of our issued and outstanding voting securities and consequently the right to appoint a majority of our board of directors. In addition, important matters facing MakeMyTrip which constitute Reserved Matters (as defined herein) must be approved by a majority of the total number of directors (including the Class B directors) and a majority of the Class B directors, which provides MIH Internet and its affiliates with significant veto rights over such matters. The Terms of Issue governing the Class B Shares, or the Terms of Issue, also provide that certain transferees of Class B Shares may, subject to certain minimum ownership thresholds, acquire some of the same rights with respect to board representation and Reserved Matters that MIH Internet currently has.

The interests of these shareholders and their affiliates, as well as certain transferees of Class B Shares described above, may be different from or conflict with the interests of our other shareholders and their influence may result in the delay or prevention of a change of management or control of our company or other significant actions affecting our company, even if such transactions or actions may be beneficial to our other shareholders.

Our Ability to Attract, Train and Retain Executives and Other Qualified Employees Is Critical to Our Business, Results of Operations and Future Growth.

Our business and future success is substantially dependent on the continued services and performance of our key executives, senior management and skilled personnel, particularly personnel with experience in our industry and our information technology and systems. Any of these individuals may choose to terminate their employment with us at any time and we cannot assure you that we will be able to retain these employees or find adequate replacements, if at all. The specialized skills we require can be difficult, time-consuming and expensive to acquire and/or develop and, as a result, these skills are often in short supply. A lengthy period of time may be required to hire and train replacement personnel when skilled personnel depart our company. Our ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees. We may be required to increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting the quality of employees that our business requires. If we do not succeed in attracting well-qualified employees or retaining or motivating existing employees, our business and prospects for growth could be adversely affected.

Inaccurate Information from Suppliers May Lead to Customer Complaints.

Our customers that purchase hotel room inventory or packaged tours booked online through our websites may rely on the description of the accommodation presented on such websites to ascertain the quality of amenities and services provided at the relevant accommodation. We receive information utilized in the accommodation description on our websites directly from the accommodation provider. To the extent that the information presented on our websites does not reflect the actual quality of amenities and services at the accommodation, we may face customer complaints that may have an adverse effect on our reputation and the likelihood of repeat customers, which in turn may adversely affect our business.

Risks Related to Operations in India

A Substantial Portion of Our Business and Operations Are Located in India and We Are Subject to Regulatory, Economic, Social and Political Uncertainties in India.

A substantial portion of our business and most of our employees are located in India, and we intend to continue to develop and expand our business in India. Consequently, our financial performance and the market price of our ordinary shares will be affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest and other political, social and economic developments in or affecting India.

The Government of India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant and we cannot assure you that such liberalization policies will continue. The rate of economic liberalization could change, and specific laws and policies affecting travel service companies, foreign investments, currency exchange rates and other matters affecting investments in India could change as well. A significant change in India’s policy of economic liberalization and deregulation or any social or political uncertainties could adversely affect business and economic conditions in India generally and our business and prospects.

See also “— Changing Laws, Rules and Regulations and Legal Uncertainties in India, Including Adverse Application of Corporate and Tax Laws, May Adversely Affect Our Business and Financial Performance.”

As the Domestic Indian Market Constitutes a Significant Source of Our Revenue, a Slowdown in Economic Growth in India Could Cause Our Business to Suffer.

In fiscal years 2015, 2016 and 2017, 84.4%, 87.3% and 92.8%, respectively, of our revenue was derived directly from sales by our subsidiaries in India. The performance and growth of our business are necessarily dependent on economic conditions prevalent in India, which may be materially and adversely affected by political instability or regional conflicts, a general rise in interest rates, inflation, and economic slowdown elsewhere in the world or otherwise. The CIA World Factbook estimates that consumer inflation in India was 4.9% in 2015 and 5.6% in 2016. The Indian economy also remains largely driven by the performance of the agriculture sector which depends on the quality of the monsoon which is difficult to predict. The Indian economy has grown significantly in recent years, although it has experienced economic slowdowns in the past. A change in government or a change in the economic and deregulation policies could adversely affect economic conditions prevalent in the areas in which we operate and our business. In November 2016, the Government of India and the Reserve Bank of India issued notifications withdrawing certain high-value denominations of currency notes as legal tender. While the long-term effects of these measures are unclear, the measures may adversely affect India’s economy and growth rate in the short term. In the past, economic slowdowns in the Indian economy have harmed the travel industry as customers have less disposable income for their travels, especially holiday travel. Any continued or future slowdown in the Indian economy or a further increase in inflation could have a material adverse effect on the demand for the travel products we sell and, as a result, on our financial condition and results of operations.

Trade deficits could also adversely affect our business and the price of our ordinary shares. India’s trade relationships with other countries and its trade deficit, driven to a major extent by global crude oil prices, may adversely affect Indian economic conditions. If trade deficits increase or are no longer manageable because of the rise in global crude oil prices or otherwise, the Indian economy, and therefore our business, our financial performance and the price of our ordinary shares could be adversely affected.

India also faces major challenges in sustaining its growth, which include the need for substantial infrastructure development and improving access to healthcare and education. If India’s economic growth cannot be sustained or otherwise slows down significantly our business and prospects could be adversely affected.

The Travel Industry in India is Susceptible to Extraneous Events Such As Terrorist Attacks and Other Acts of Violence, Which May Result in a Reduction in Travel Volumes to Affected Areas.

Terrorist attacks and other acts of violence or war, such as the terrorist attacks in Paris, Brussels and the United Kingdom between 2015 and 2017, as well as those involving India or other neighboring countries may adversely affect the Indian markets and the worldwide financial markets. As many terrorist attacks tend to be focused on tourists or tourist destinations, such acts may also result in a reduction in confidence in the Indian travel industry and could adversely impact our business and prospects. In addition, any deterioration in international relations between India and other countries may result in concerns regarding regional stability which could adversely affect the price of our ordinary shares. The occurrence of any of these events may result in a loss of business confidence and have an adverse effect on our business and financial performance.

South Asia has also experienced instances of civil unrest and hostilities among neighboring countries from time to time, including between India and Pakistan. There have also been incidents in and near India such as terrorist attacks and troop mobilizations along the border. Such military activity, terrorist attacks or other adverse social, economic and political events in India in the future could adversely affect the Indian economy by disrupting communications and making travel more difficult. Resulting political tensions could create a greater perception that investments in Indian companies involve a high degree of risk and could have an adverse impact

on our business and the price of our ordinary shares. Furthermore, if India were to become engaged in armed hostilities, we might not be able to continue our operations. While we maintain insurance for losses arising from terrorist activities, our insurance policies do not cover business interruptions from terrorist attacks or for other reasons.

Natural Calamities Could Have a Negative Impact on the Indian Economy and Cause Our Business to Suffer.

India has experienced natural calamities such as earthquakes, tsunamis, floods and drought in the past few years. For example, in September 2014, the state of Jammu and Kashmir in northern India, a popular tourism destination, experienced widespread floods and landslides, in April 2015, an earthquake occurred in the Federal Democratic Republic of Nepal with aftershocks and landslides subsequently affecting the country and in December 2015, floods affected the Chennai region. The extent and severity of these natural disasters determines their impact on the Indian economy. Substantially all of our operations and employees are located in India and there can be no assurance that we will not be affected by natural disasters in the future. Furthermore, if any of these natural disasters occur in tourist destinations in India, travel to and within India could be adversely affected, which could have an adverse impact on our business and financial performance.

Restrictions on Foreign Investment in India May Prevent Us from Making Future Acquisitions or Investments in India and May Require Us to Make Changes to Our Business, Which May Adversely Affect Our Results of Operations, Financial Condition and Financial Performance.

India regulates ownership of Indian companies by foreigners, although some restrictions on foreign investment have been relaxed in recent years. These regulations and restrictions may apply to acquisitions by us or our affiliates, including MMT India and affiliates which are not resident in India, of shares in Indian companies or the provision of funding by us or any other entity to Indian companies within our group. For example, under its consolidated foreign direct investment policy, or FDI policy, the Government of India has set out additional requirements for foreign investments in India, including requirements with respect to downstream investments by Indian companies, owned or controlled by foreign entities, and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners. These requirements, which currently include restrictions on pricing, valuations of shares and sources of funding for such investments and may in certain cases include prior notice to or approval of the Government of India, may adversely affect our ability to make investments in India, including through MMT India. Further, India’s Foreign Exchange Management Act, 1999, as amended, and the rules and regulations promulgated thereunder, or FEMA, restrict us from lending to or borrowing from our Indian subsidiaries. There can be no assurance that we will be able to obtain any required approvals for future acquisitions or investments in India, or that we will be able to obtain such approvals on satisfactory terms. Further, the Government of India has recently made and may continue to make revisions to the FDI Policy on e-commerce in India (including in relation to business model and permitted services). Such changes may require us to make changes to our business in order to comply with Indian law.

Our Business and Activities Are Regulated by the Competition Act, 2002.

The Competition Act, 2002, as amended, or the Competition Act, regulates practices that could have an appreciable adverse effect on competition in India. Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition in India is void and may result in substantial penalties and compensation to be paid to persons shown to have suffered losses. Any agreement among competitors which directly or indirectly determines purchase or sale prices, results in bid rigging or collusive bidding, limits or controls production, supply, markets, technical development, investment or the provision of services, or shares the market or source of production or provision of services in any manner, including by way of allocation of geographical area or types of goods or services or number of customers in the market, is presumed to have an appreciable adverse effect on competition. Further, the Competition Act prohibits the abuse of a dominant position by any enterprise either directly or indirectly,

including by way of unfair or discriminatory pricing or conditions in the sale of goods or services, using a dominant position in one relevant market to enter into, or protect, another relevant market, and denial of market access, and such practices are subject to substantial penalties and may also be subject to compensation for losses and orders to divide the enterprise. Further, the Competition Commission of India has extraterritorial powers and can investigate any agreements, abusive conduct or combination occurring outside India if such agreement, conduct or combination has an appreciable adverse effect on competition in India.

If we or any member of our group, including MMT India or ibibo India, are affected, directly or indirectly, by the application or interpretation of any provision of the Competition Act or any proceedings initiated by the Competition Commission of India or any other relevant authority (or any other claim by any other party under the Competition Act) or any adverse publicity that may be generated due to scrutiny or prosecution under the Competition Act, including by way of financial penalties, our business, financial performance and reputation may be materially and adversely affected.

Acquisitions, mergers and amalgamations which exceed certain revenue and asset thresholds require prior approval by the Competition Commission of India. Any such acquisitions, mergers or amalgamations which have an appreciable adverse effect on competition in India are prohibited and void. There can be no assurance that we will be able to obtain approval for such future transactions on satisfactory terms, or at all.

Our Investors May Be Subject to Indian Taxes on Income Arising Through the Sale of Our Ordinary Shares.

Amendments introduced in 2012 to the Income Tax Act, 1961, as amended, provide that income arising directly or indirectly through the sale of a capital asset, including any shares or interest in a company incorporated outside of India, will be subject to tax in India, if such shares or interest directly or indirectly derive their value substantially from assets located in India, irrespective of whether the seller of such shares has a residence, place of business, business connection, or any other presence in India. Through amendments introduced in 2015 to the Income Tax Act, 1961, the word “substantially” has been defined and investors may be subject to Indian income taxes on the income arising directly or indirectly through the sale of our ordinary shares subject to the provisions of double taxation avoidance agreements that India has entered into with other countries. Further, the amendments also contain an exemption with respect to alienation of shares by a transferor-investor whose voting rights or share capital, at any time during twelve-month period preceding the date of sale, does not exceed 5% of the total voting rights or share capital in the company, provided such transferor-investor is not vested with rights of management or control in any other form.

On May 10, 2016, a protocol for amendment of the India-Mauritius tax treaty was signed by India and Mauritius (which came into force on July 19, 2016) under which India is entitled to taxation rights on capital gains arising from alienation of shares acquired on or after April 1, 2017 in an Indian resident company. Further, in respect of such capital gains arising during the transition period beginning April 1, 2017 and ending March 31, 2019, the tax rate will be limited to 50% of the domestic tax rate in India on such gains, subject to fulfillment of certain specified conditions.

Risks Related to Investments in Mauritian Companies

As Our Shareholder, You May Have Greater Difficulties in Protecting Your Interests Than As a Shareholder of a United States Corporation.

We are incorporated under the laws of Mauritius. The laws generally applicable to United States corporations and their shareholders may provide shareholders of United States corporations with rights and protection for which there may be no corresponding or similar provisions under the Companies Act 2001 of Mauritius, as amended, or the Mauritius Companies Act. As such, if you invest in our ordinary shares, you may or may not be accorded the same level of shareholder rights and protection that a shareholder of a United States corporation may be accorded under the laws generally applicable to United States corporations and their

shareholders. Taken together with the provisions of our Constitution, some of these differences may result in your having greater difficulties in protecting your interests as our shareholder than you would have as a shareholder of a United States corporation. This affects, among other things, the circumstances under which transactions involving an interested director are voidable, whether an interested director can be held accountable for any benefit realized in a transaction with us, what rights you may have as a shareholder to enforce specified provisions of the Mauritius Companies Act or our Constitution, and the circumstances under which we may indemnify our directors and officers.

We May Become Subject to Unanticipated Tax Liabilities That May Have a Material Adverse Effect on Our Results of Operations.

We are a Mauritius Category 1 Global Business Company and are tax resident in Mauritius. The Income Tax Act 1995 of Mauritius imposes a tax in Mauritius on the chargeable income of our company at the rate of 15.0%. However, under the Income Tax (Foreign Tax Credit) Regulations 1996 of Mauritius, subject to the Income Tax Act 1995 and the regulations under the Income Tax (Foreign Tax Credit) Regulations 1996, a credit is allowed for foreign tax on the foreign source income of a resident of Mauritius against Mauritius tax computed by reference to the same income, and where a credit is allowed against Mauritius tax chargeable in respect of any income, the amount of Mauritius tax so chargeable shall be reduced by the amount of the credit. Under the Income Tax Act 1995, “foreign source income” means income which is not derived from Mauritius and includes, in the case of a corporation holding a Category 1 Global Business License under the Financial Services Act 2007 of Mauritius, income derived from its transactions with non-residents or corporations holding a Category 1 Global Business License under the Financial Services Act. Subject to the provisions of the Income Tax (Foreign Tax Credit) Regulations 1996, no credit is allowed in respect of foreign tax unless written evidence is presented to the Mauritius Revenue Authority showing the amount of foreign tax which has been charged. For this purpose, “written evidence” includes a receipt of the relevant authorities of the foreign country for the foreign tax or any other evidence that the foreign tax has been deducted or paid to the relevant authorities of that country. However, pursuant to regulation 8 of the Income Tax (Foreign Tax Credit) Regulations 1996, if written evidence is not presented to the Mauritius Revenue Authority showing the amount of foreign tax charged on our company’s foreign source income, the amount of foreign tax shall nevertheless be conclusively presumed to be equal to 80.0% of the Mauritius tax chargeable with respect to that income and in such circumstance, the effective tax rate in Mauritius on our company’s chargeable income would be 3.0%.

Following amendments to the Financial Services Act 2007 of Mauritius pursuant to the Finance (Miscellaneous Provisions) Act 2010 in December 2010, Mauritius companies holding a Category 1 Global Business License, or GBC1, issued by the Financial Services Commission in Mauritius are permitted to conduct business both in and outside Mauritius (instead of outside Mauritius only). The operations of a GBC1 company in Mauritius will be subject to tax on chargeable income at the rate of 15.0% in Mauritius. Our company holds a specific Tax Residence Certificate for India, valid until May 4, 2018 and a general Tax Residence Certificate for all jurisdictions, valid until May 8, 2018, from the Mauritius Revenue Authority, as per the guidelines prescribed by the Mauritius Revenue Authority. These tax residence certificates are renewed annually and we have applied for their renewal and currently await the renewed certificates.

We believe that a significant portion of the income derived from our operations will not be subject to tax in countries in which we conduct activities or in which our customers are located, other than Mauritius, India, Malaysia, Thailand, Singapore and the United States. However, this belief is based on the anticipated nature and conduct of our business, which may change. It is also based on our understanding of our position under the tax laws of the countries in which we have assets or conduct activities. This position is subject to review and possible challenge by taxing authorities and to possible changes in law that may have retroactive effect. Our results of operations could be materially and adversely affected if we become subject to a significant amount of unanticipated tax liabilities.

Risks Related to Our Ordinary Shares

Investors May Have Difficulty Enforcing Judgments against Us, Our Directors and Management.

We are incorporated under the laws of Mauritius. Further, we conduct substantially all of our operations in India through our key operating subsidiaries in India. The majority of our directors and officers, and some of the experts named in this Annual Report, reside outside the United States, and a majority of our assets and some or all of the assets of such persons are located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon us or those persons, or to recover against us or them on judgments of United States courts, including judgments predicated upon the civil liability provisions of the United States federal securities laws. An award of punitive damages under a United States court judgment based upon United States federal securities laws is likely to be construed by Mauritian and Indian courts to be penal in nature and therefore unenforceable in both Mauritius and India. Further, no claim may be brought in Mauritius or India against us or our directors and officers in the first instance for violation of United States federal securities laws because these laws have no extraterritorial application under Mauritian or Indian law and do not have force of law in Mauritius or India. However, a Mauritian or Indian court may impose civil liability, including the possibility of monetary damages, on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Mauritian or Indian law. Moreover, it is unlikely that a court in Mauritius or India would award damages on the same basis as a foreign court if an action were brought in Mauritius or India or that a Mauritian or Indian court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with Mauritius or Indian practice or public policy.

The courts of Mauritius or India would not automatically enforce judgments of United States courts obtained in actions against us or our directors and officers, or some of the experts named herein, predicated upon the civil liability provisions of the United States federal securities laws, or entertain actions brought in Mauritius or India against us or such persons predicated solely upon United States federal securities laws. Further, there is no treaty in effect between the United States and Mauritius providing for the enforcement of judgments of United States courts in civil and commercial matters and the United States has not been declared by the Government of India to be a reciprocating territory for the purposes of enforcement of foreign judgments, and there are grounds upon which Mauritian or Indian courts may decline to enforce the judgments of United States courts. Some remedies available under the laws of United States jurisdictions, including remedies available under the United States federal securities laws, may not be allowed in Mauritian or Indian courts if contrary to public policy in Mauritius or India. Because judgments of United States courts are not automatically enforceable in Mauritius or India, it may be difficult for you to recover against us or our directors and officers or some experts named in this Annual Report based upon such judgments. In India, prior approval of the Reserve Bank of India is required in order to repatriate any amount recovered pursuant to such judgments.

As a Foreign Private Issuer, We are Permitted to, and We Will, Follow Certain Home Country Corporate Governance Practices in Lieu of Certain Nasdaq Requirements Applicable to US Issuers. This May Afford Less Protection to Holders of Our Ordinary Shares.

As a foreign private issuer whose ordinary shares are listed on the Nasdaq Global Market, we are permitted to, and we will, follow certain home country corporate governance practices in lieu of certain Nasdaq Global Market requirements. A foreign private issuer must disclose in its Annual Reports filed with the Securities and Exchange Commission, or the SEC, each Nasdaq Global Market requirement with which it does not comply followed by a description of its applicable home country practice. As a company incorporated in Mauritius and listed on the Nasdaq Global Market, we currently intend to follow our home country practice with respect to the composition of our board of directors and nominations committee and executive sessions. Unlike the requirements of the Nasdaq Global Market, the corporate governance practice and requirements in Mauritius do not require us to have a majority of our board of directors to be independent; do not require us to establish a nominations committee; and do not require us to hold regular executive sessions where only independent directors shall be present. Such Mauritian home country practices may afford less protection to holders of our ordinary shares.

An Active or Liquid Trading Market for Our Ordinary Shares May Not Be Maintained and the Trading Price for Our Ordinary Shares May Fluctuate Significantly.

An active, liquid trading market for our ordinary shares may not be maintained in the long term and we cannot be certain that any trading market for our ordinary shares will be sustained or that the present price will correspond to the future price at which our ordinary shares will trade. Loss of liquidity could increase the price volatility of our ordinary shares.

Any additional issuance of ordinary shares would dilute the positions of existing investors in the ordinary shares and could adversely affect the market price of our ordinary shares. We cannot assure you that our ordinary shares will not decline below their prevailing market price. You may be unable to sell your ordinary shares at a price that is attractive to you.

The Sale or Availability for Sale of Substantial Amounts of Our Ordinary Shares Could Adversely Affect Their Market Price.

Sales of substantial amounts of our ordinary shares in the public market, or the perception that such sales could occur, could adversely affect the market price of our ordinary shares and could materially impair our future ability to raise capital through offerings of our ordinary shares.

As of March 31, 2017, we had 52,706,194 ordinary shares and 38,971,539 Class B Shares outstanding. All of the ordinary shares sold in our prior public offerings are freely tradable without restriction or further registration under the US Securities Act of 1933, or the Securities Act, unless held by our “affiliates” as that term is defined in Rule 144 under the Securities Act. Subject to applicable restrictions and limitations under Rule 144 of the Securities Act, all of our shares outstanding before our prior public offerings will be eligible for sale in the public market. If these shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our ordinary shares could decline. We cannot predict what effect, if any, market sales of ordinary shares held by our significant shareholders or any other shareholder or the availability of these ordinary shares for future sale will have on the market price of our ordinary shares.

Future Issuances of Any Equity Securities, Including Upon Conversion of Our Class B Shares, May Decrease the Trading Price of Our Ordinary Shares and Result in Substantial Dilution to Holders of Our Ordinary Shares.

On January 31, 2017, we issued 38,971,539 Class B Shares to MIH Internet as consideration for the acquisition of the ibibo Group and a cash contribution of $83.3 million from MIH Internet (representing 40% of our consolidated net working capital upon the completion of the acquisition, after giving effect to the cash contribution from MIH Internet). In addition, we issued 413,035 ordinary shares to MIH Internet for an aggregate consideration of $8.75 million. On May 5, 2017, we completed a private placement of 5,500,000 of our ordinary shares to various investors (including 916,666 of our ordinary shares to Ctrip) at a price of $36.00 per ordinary share and 3,666,667 of our Class B Shares to MIH Internet at a price of $36.00 per Class B Share, which generated total gross proceeds of $330 million. The issuance of ordinary shares upon the conversion of our Class B Shares may result in substantial dilution to each holder of ordinary shares by reducing that shareholder’s percentage ownership of our total outstanding shares. In addition, any future issuance of equity securities could dilute the interests of our shareholders and could substantially decrease the trading price of our ordinary shares. We may issue equity or equity-linked securities in the future for a number of reasons, including to finance our operations and business strategy (including in connection with acquisitions and other transactions), to adjust our ratio of debt to equity, to satisfy our obligations upon the exercise of then-outstanding options or other equity-linked securities, if any, or for other reasons.

Our Holding Company Will Have to Rely Principally on Dividends and Other Distributions on Equity Paid by Our Operating Subsidiaries and Limitations on Their Ability to Pay Dividends to Our Holding Company Could Adversely Impact Shareholders’ Ability to Receive Dividends on Our Ordinary Shares.

Dividends and other distributions on equity paid by our operating subsidiaries will be our holding company’s principal source for cash in order for us to be able to pay any dividends and other cash distributions to our shareholders. As of the date of this Annual Report, MMT India, ibibo India or any other subsidiary has not paid any cash dividends on its equity shares to MakeMyTrip. If our operating subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to our holding company. As our key operating subsidiaries are established in India, such subsidiaries also subject to certain limitations with respect to dividend payments.

Compliance with Rules and Requirements Applicable to Public Companies May Cause Us to Incur Additional Costs, and Any Failure by Us to Comply with Such Rules and Requirements Could Negatively Affect Investor Confidence in Us and Cause the Market Price of Our Ordinary Shares to Decline.

As a public company, we incur significant legal, accounting and other expenses. For example, we are required by Section 404 of the Sarbanes-Oxley Act of 2002 to include a report of management’s assessment on our internal control over financial reporting and an auditor’s attestation report on our internal control over financial reporting in our Annual Report on Form 20-F. Effective internal control over financial reporting is necessary for us to provide reliable financial reports.

Complying with these rules and requirements may be difficult and costly for us. We have incurred and anticipate that we will continue to incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other United States public company reporting requirements. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, if we fail to comply with any significant rule or requirement associated with being a public company, such failure could result in the loss of investor confidence and could harm our reputation and cause the market price of our ordinary shares to decline.

We May Be Classified as a Passive Foreign Investment Company, Which Could Result in Adverse US Federal Income Tax Consequences to US Holders of Our Ordinary Shares.

Based on, among other things, the current and anticipated valuation of our assets and composition of our income and assets, we do not believe we will be a passive foreign investment company, or PFIC, for US federal income tax purposes for our current taxable year or will become a PFIC in the foreseeable future. However, the application of the PFIC rules is subject to uncertainty in several respects. In addition, a separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Accordingly, we cannot assure you that we will not be a PFIC for our current taxable year or any future taxable year. A non-US corporation will be a PFIC for any taxable year if either (1) at least 75.0% of its gross income for such year is passive income or (2) at least 50.0% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25.0% (by value) of the stock. Because the value of our assets for purposes of the PFIC test will generally be determined in part by reference to the market price of our ordinary shares, fluctuations in the market price of the ordinary shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC. If we are a PFIC for any taxable year during which a US Holder (as defined in “Item 10. Additional Information — E. Taxation — US Federal Income Taxation”) holds an ordinary share, certain adverse US federal income tax consequences could apply to such US Holder. See “Item 10. Additional Information — E. Taxation — US Federal Income Taxation — Passive Foreign Investment Company.”

We May Be Treated as a “Foreign Financial Institution” Under the US Foreign Account Tax Compliance Act, Which May Impose Withholding Requirements on Payments on Our Ordinary Shares.

Provisions under the US Foreign Account Tax Compliance Act and Treasury Regulations thereunder, commonly referred to as “FATCA,” generally may impose 30.0% withholding on certain “withholdable payments” and “foreign passthru payments” (each as defined in the US Internal Revenue Code) made by a “foreign financial institution” (as defined in the US Internal Revenue Code) that has entered into an agreement with the IRS to perform certain diligence and reporting obligations with respect to the foreign financial institution’s US-owned accounts (each such foreign financial institution, a “Participating Foreign Financial Institution”). If we were treated as a foreign financial institution and if we become a Participating Foreign Financial Institution, to the extent payments on the ordinary shares are considered foreign passthru payments, such withholding may be imposed on such payments to any foreign financial institution (including an intermediary through which a holder may hold the ordinary shares) that is not a Participating Foreign Financial Institution or any other investor who does not provide information sufficient to establish that the investor is not subject to withholding under FATCA, unless such foreign financial institution or investor is otherwise exempt from FATCA. Under current guidance, the term “foreign passthru payment” is not defined and it is therefore not clear whether or to what extent payments on the ordinary shares would be considered foreign passthru payments, although IRS guidance has indicated that the definition of “foreign passthru payment” is intended to cover payments that are attributable to underlying US source income. Withholding on foreign passthru payments would not be required with respect to payments made before January 1, 2019. The United States has entered into intergovernmental agreements with certain non-US jurisdictions that will modify the FATCA withholding regime described above. It is not yet clear how the intergovernmental agreements will address foreign passthru payments and whether such intergovernmental agreements may relieve foreign financial institutions of any obligation to withhold on foreign passthru payments.

ITEM 4.

INFORMATION ON THE COMPANY

A. History and Development of our Company

MakeMyTrip Limited (Company No. 24478/5832) is a public company incorporated under the laws of Mauritius with limited liability on April 28, 2000, and we hold a Category 1 Global Business Licence issued by the Financial Services Commission in Mauritius. Our registered office is located at c/o CIM Corporate Services Limited, Les Cascades Building, 33 Edith Cavell Street, Port Louis, Mauritius and the telephone number for this office is (230) 212 9800. Our principal executive office is located at 19 ^th Floor, Building No. 5, DLF Cyber City, Gurgaon, India, 122002 and the telephone number for this office is (91-124) 439-5000. Our principal website address is www.makemytrip.com . Our other websites include www.goibibo.com ; www.makemytrip.ae ; www.makemytrip.com.sg ; www.us.makemytrip.com and www.redbus.in . Information contained on our website, or the website of any of our subsidiaries or affiliates, is not a part of this Annual Report. Our agent for service in the United States is MakeMyTrip Inc., 60 East 42nd Street, Suite 605, New York, NY 10165.

Founded by Mr. Deep Kalra, we commenced operations in 2000 and in the first five years following our inception, we focused on the non-resident Indian market in the United States, servicing mainly their need for United States-India inbound air tickets. We started our Indian business with the launch of our Indian website in September 2005.

As of March 31, 2010, our stated capital was $53,900,376.00, comprising 877,106 ordinary shares with a par value of $0.01 each and 616,223 preferred shares with a par value of $0.01 each, of which 328,863 preferred shares were designated Series A preferred shares, 148,315 preferred shares were designated Series B preferred shares and 139,045 preferred shares were designated Series C preferred shares. We effected a 20-for-one share split on July 22, 2010.

On August 17, 2010, we completed an initial public offering of 5,750,000 of our ordinary shares at $14.00 per share. All of our preferred shares were converted into 12,324,460 ordinary shares upon the completion of our initial public offering in August 2010.

On June 2, 2011, we completed a follow-on public offering of 5,244,000 of our ordinary shares at $24.00 per share. On June 29, 2011, in connection with our follow-on public offering, we completed an additional over-allotment offering of 350,000 of our ordinary shares at $24.00 per share. On March 19, 2014, we completed a follow-on public offering of 5,500,000 of our ordinary shares at $23.00 per share and an over-allotment offering of 825,000 of our ordinary shares at $23.00 per share.

On April 22, 2014, we issued 38,655 ordinary shares as part of deferred consideration payable in relation to our acquisition of the Hotel Travel Group. These shares were issued from treasury shares held by us.

On January 7, 2016, we entered into an agreement for the issue of $180.0 million of 4.25% convertible notes due in 2021, redeemable at par value, in two tranches to Ctrip. On October 28, 2016, we issued an aggregate of 9,857,028 ordinary shares (comprising 659,939 ordinary shares issued from treasury shares held by us and 9,197,089 new ordinary shares) to Ctrip upon conversion of all its convertible notes.

On January 29, 2016, we re-issued 274,135 of our own shares to discharge the balance deferred consideration for the acquisition of Hotel Travel Group.

As of March 31, 2017, our stated capital was $1,695,327,193.42 comprising 52,706,194 ordinary shares and 38,971,539 Class B Shares with a par value of $0.0005 each.

On May 5, 2017, we completed a private placement of 5,500,000 of our ordinary shares to various investors

(including 916,666 of our ordinary shares to Ctrip) at a price of $36.00 per ordinary share and 3,666,667 of our Class B Shares to MIH Internet at a price of $36.00 per Class B Share, which generated total gross proceeds of $330 million.

As of June 30, 2017, our stated capital was $2,025,329,229.23 comprising 58,357,828 ordinary shares and 42,638,206 Class B Shares with a par value of $0.0005 each.

Investments and Acquisitions

Acquisition of the ibibo Group

On January 31, 2017, we undertook a strategic combination with the ibibo Group by way of an acquisition of 100% equity interest in the ibibo Group from MIH Internet, an indirect subsidiary of Naspers, pursuant to a Transaction Agreement dated October 18, 2016 (“Transaction Agreement”). In consideration for the acquisition of the ibibo Group and MIH Internet’s cash contribution of $83.3 million to our holding company (representing 40% of our consolidated net working capital upon the completion of the acquisition after giving effect to the cash contribution from MIH Internet), we issued 38,971,539 Class B Shares to MIH Internet and MIH Internet exercised its option to purchase 413,035 new ordinary shares for a total cash consideration of $8.75 million. Upon completion of the acquisition, the size of our board of directors was decreased from eleven members to ten members, of which MIH Internet is entitled to nominate four (one of whom will be a resident of Mauritius). For further details, see “Item 10. Additional Information — B. Memorandum and Articles of Association — Class B Shares,” “Item 3. Key Information — D. Risk Factors — Risks Related to Us and Our Industry — Our Strategic Investments and Acquisitions May Not Bring Us Anticipated Benefits, and We May Not Be Successful in Pursuing Future Investments and Acquisitions.”

The ibibo Group was founded in 2007 and provides online travel services in India through its consumer travel brands. The ibibo Group owns and operates www.goibibo.com , a hotel and travel packages aggregator and

booking service focused on the Indian consumer travel market. The ibibo Group’s standalone hotels business is substantially similar to MMT India’s standalone hotels business and, following the completion of the acquisition of the ibibo Group, we continue to operate our hotels and packages business through MMT India under the MakeMyTrip brand, and ibibo India under the goibibo brand.

Goibibo also offers budget room bookings through GoStays and air ticketing services on www.goibibo.com and its mobile platforms, which are comparable to the RightStay and air ticketing services offered on www.makemytrip.com and its mobile platforms. Like MMT India, the ibibo Group also offers rail tickets and ancillary travel services. While the ibibo Group and MMT India continue to operate these businesses under their respective ibibo and MakeMyTrip brands, we believe that our acquisition of the ibibo Group will contribute to the growth of these complementary businesses under the MMT India and ibibo India.

The ibibo Group also owns and operates redBus, a leading online bus ticketing brand with a presence across India and in select countries overseas. redBus operates its domestic business through www.redbus.in and its mobile platforms. redBus also sells bus tickets and hotel room reservations through its Seatseller platform. We believe that the addition of the redBus brand through our acquisition of the ibibo Group is a significant step in the growth of our bus ticketing business. redBus will continue to operate separately under its existing brand.

Notwithstanding our plans to continue to operate the ibibo Group’s businesses separately from MMT India’s, we plan to integrate certain backend functions, such as technology development, to support both businesses. Further, we believe that bringing together the MakeMyTrip, ibibo and redBus brands will strengthen each individual business. See also “Item 3. Key Information — D. Risk Factors —Risks Related to Us and Our Industry — Our Strategic Investments and Acquisitions May Not Bring Us Anticipated Benefits, and We May Not Be Successful in Pursuing Future Investments and Acquisitions.”

Other Acquisitions

In September 2014, we announced the establishment of our innovation fund, or the Innovation Fund, through which we will consider investing up to $3.0 million in each start-up or early-stage companies in the travel technology space. Through the Innovation Fund, we acquired a minority equity interest in Simplotel Technologies Private Limited, or Simplotel, in December 2014, and thereafter acquired additional shares of Simplotel in June and November 2015, and December 2016, which increased our equity shareholding in Simplotel to approximately 33%. Simplotel aims to provide hotels with responsive and optimized websites along with booking engines. We believe our investment in Simplotel will help to promote the online distribution of accommodation inventory in India.

In April 2015, we acquired certain assets of the online travel-planning service, Mygola.com, and the entire Mygola team joined our Company to focus on innovation in online travel. In April 2015, we acquired approximately 20.6% of the equity shares of Inspirock, Inc., which owns and operates www.inspirock.com , an online planning tool for developing custom-made itineraries. We believe that this investment will help us to further enhance our capabilities in the online tour planning space.

In July 2015, we acquired an approximate 30% stake in HolidayIQ Pte. Ltd., which owns and operates www.HolidayIQ.com , a travel information portal and recommendation search engine that is popular within the Indian travel community. We believe that this strategic investment will enable both companies to scale up hotel reviews and other content for Indian customers and to offer more compelling offerings on their platforms. Also in July 2015, we acquired an approximate 74.4% stake in Bona Vita Technologies Private Limited, a newly-incorporated company which operates an online travel marketplace for domestic and outbound India holiday and business travel packages through its website www.gofro.com .

Other Recent Developments

On May 5, 2017, we completed a private placement of 5,500,000 of our ordinary shares to various investors (including 916,666 of our ordinary shares to Ctrip) at a price of $36.00 per ordinary share and 3,666,667 of our

Class B Shares to MIH Internet at a price of $36.00 per Class B Share, which generated total gross proceeds of $330 million.

B. Business Overview

Our financial and operating results for fiscal year 2017 include the financial and operating results of the ibibo Group for the two months ended March 31, 2017 following the completion of our acquisition of the ibibo Group on January 31, 2017.

We have invested significant capital in our infrastructure and in sales and marketing efforts to build our brand, acquire customers and gain recognition, and recorded net losses for each of our fiscal years except for fiscal years 2011 and 2012. We recorded net losses in fiscal years 2009 and 2010 of $(7.3) million and $(6.2) million, respectively, and recorded net profits of $4.8 million and $7.0 million, respectively, in fiscal years 2011 and 2012. We recorded a net loss of $(27.6) million, $(20.9) million, $(18.4) million, $(88.5) million and $(110.3) million in fiscal years 2013, 2014, 2015, 2016 and 2017, respectively.

We have leveraged our significant market share in air tickets and our strong brand to rapidly diversify into the hotels and packages business, which represented 51.3% of our revenue less service cost during fiscal year 2017 and 51.1% in fiscal year 2016. The number of transactions for air tickets and hotels and packages booked through us was 5.4 million and 1.4 million, respectively, in fiscal year 2015, 7.0 million and 3.1 million, respectively, in fiscal year 2016 and 9.4 million and 6.9 million, respectively, in fiscal year 2017. Our revenue less service cost was $138.9 million in fiscal year 2015, $169.0 million in fiscal year 2016, and $273.7 million in fiscal year 2017.

Our websites and mobile platforms are designed to provide our customers with a user-friendly experience. According to SimilarWeb, our www.makemytrip.com desktop and mobile websites had a total average of over 11.2 million active users per month in fiscal year 2017, our www.goibibo.com desktop website had an average of over 1.7 million active users per month in fiscal year 2017, and our www.redbus.in desktop website had an average of over 1.9 million active users per month in fiscal year 2017. While we experienced a slight decrease in the average of number of active users per month on our desktop websites during fiscal year 2017, we believe that this is due to more customers shifting towards using our mobile website and mobile applications instead of our desktop website as a result of the increased use of smartphones and mobile devices in India.

Customers are able to make bookings on our MakeMyTrip, goibibo and redBus mobile and desktop sites accessible through www.makemytrip.com, www.goibibo.com and www.redbus.in , respectively, and through our mobile applications for iOS, Android and Windows, which allow bookings for Indian and international flights, hotels and holiday packages, and Indian bus offerings, trains and inter-city cabs. Our mobile traffic and

transactions are increasing rapidly and our mobile customer base has increased from 10,394 as of December 31, 2011 to 11.3 million as of March 31, 2017. As of March 31, 2017, our MakeMyTrip mobile application had been downloaded approximately 33.7 million times on Android, approximately 4.8 million times on iOS and approximately 0.5 million times on Windows Mobile. As of March 31, 2017, our goibibo mobile application had been downloaded approximately 20.8 million times on Android and approximately 2.5 million times on iOS. As of March 31, 2017, our redBus mobile application had been downloaded approximately 9.3 million times across mobile platforms. According to App Annie, our MakeMyTrip, goibibo and redBus mobile applications had over 24.1 million, 13.4 million and 8.6 million active users per month respectively in fiscal 2017. As of March 31, 2017, we have over 71 million users on our various MakeMyTrip, goibibo and redBus mobile and application platforms.

We have built advanced and secure technology platforms, which integrate our sales, customer service and fulfillment operations. Our technology platforms are scalable and can be upgraded to handle increased traffic and complexity of products with limited additional investment such as high traffic generated by promotional rates offered simultaneously by multiple travel operators. In order to meet the requirements of this growing Indian middle class travel market where Internet penetration is relatively low, we also utilize other technology-enhanced distribution channels, including call centers and travel stores in India, as well as our travel agents’ network in India.

We have made selective acquisitions in the past to grow our business, enhance our hotel inventory in popular travel destinations for our user base and to gain access to technology. In January 2017, we undertook a strategic combination with the ibibo Group by way of an acquisition of 100% equity interest in the ibibo Group, which provides online travel services in India. The ibibo Group was founded in 2007 and provides online travel services in India through its consumer travel brands. The ibibo Group owns and operates www.goibibo.com , a hotel and travel packages aggregator and booking service focused on the Indian consumer travel market. The ibibo Group’s standalone hotels business is substantially similar to MMT India’s standalone hotels business and, following the completion of the acquisition of the ibibo Group, we continue to operate our hotels and packages business through MMT India under the MakeMyTrip brand and ibibo India under the goibibo brand. Goibibo also offers budget room bookings through GoStays on goibibo and air ticketing services on www.goibibo.com , which are comparable to the RightStay by MakeMyTrip and air ticketing services offered by MMT India. In addition, the ibibo Group also owns and operatesredBus, a leading online bus ticketing platform with a presence across India through www.redbus.in and in select countries overseas through other regional redBus websites.

We believe the strength of our brands, quality of our services, user-friendliness of our website experience, focus on our customers and efficacy of our marketing programs have enabled us to capture a significant share of the domestic air travel market in India, while increasing online penetration of the primarily-offline international air and hotels market in India. Our MakeMyTrip, goibibo and redBus brands have won a number of awards, including:

MakeMyTrip

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Gold in the category of Travel and Holidays at the Businessworld Golden Cart Awards (2017)

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Gold in the category of Best Travel and Tourism Brand by Social Samosa Social Media Awards (2017)

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Most Favorite Online Tour Operator award by Readers’ Travel Awards 2016

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Conde Nast Traveler Mobile Appies (2015) for the Most Innovative Travel App

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Best Travel Portal India (2014) by World Travel Awards

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Conde Nast Traveler Readers’ Travel Award – Favorite Online Travel Agent (2014, 2013)

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Favorite Travel Portal by Outlook Traveler (2015, 2014 and 2013)

goibibo

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Silver in the category of Travel and Holidays at the Businessworld Golden Cart Awards (2016)

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Best Tech Travel Aggregator Brand Award by The Economic Times (2015)

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India’s No. 1 Brand in the category of Online Travel and Leisure by Business Standard (2015)

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Best website in the category of Leisure and Travel by Website of the Year (2014 and 2015)

redBus

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Bronze award (Effective Use Of Consumer Feedback category) at the ACEF Customer Engagement Awards (2017)

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Bronze award for the redBus annual calendar at the Bangalore Big Bang Awards (2016)

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Most Trusted Brand by IBC InfoMedia (2015)

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Most Trusted Brand (online travel category) and 13th Most Trusted Internet Brand (overall) in The Brand Trust Report, India Study (2015)

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mBillionth South Asia Award and Global Mobile Innovation Award by Eyefortravel (2014)

Our Strengths

We have the following competitive strengths:

A Leading Online Travel Company in India with Well-Recognized Brands. Since commencing our travel business in India in 2005, we have become a leading company in the Indian online travel market for air ticketing and hotels and packages bookings. In fiscal year 2015, 4.8 million transactions for domestic air tickets in India and 1.4 million transactions for hotels and packages were booked through us. In fiscal year 2016, 6.2 million transactions for domestic air tickets in India and 3.1 million transactions for hotels and packages were booked through us. In fiscal year 2017, 8.6 million transactions for domestic air tickets in India and 6.9 million transactions for hotels and packages were booked through us. While we experienced a slight decrease in the average number of active users per month on our desktop websites during fiscal year 2017, we believe that this is due to more customers shifting towards using our mobile website and mobile applications instead of our desktop website as a result of the increased use of smartphones and mobile devices in India. According to App Annie, our MakeMyTrip, goibibo and redBus mobile applications had over 24.1 million, 13.4 million and 8.6 million active users per month, respectively, in fiscal 2017. As of March 31, 2017, we have over 71 million users on our various MakeMyTrip, goibibo and redBus mobile and application platforms. Based on data from the DGCA, we estimate that one in five domestic air passengers in India booked their air ticket through our company in fiscal year 2017.

We believe that our award-winning MakeMyTrip, goibibo and redBus brands are well-recognized in the Indian travel industry. We have invested in developing and promoting our MakeMyTrip brand since our inception, using a combination of traditional channels such as print, radio and television, mass media campaigns, as well as search engine marketing and other innovative digital marketing tools, such as outreach through Facebook, YouTube, LinkedIn, Twitter and other social media websites, viral marketing and online display banners, to broaden our reach to travelers in India and overseas. We expect to continue to invest in our MakeMyTrip brand, as well as our newly acquired goibibo and redBus brands, in the future. We also believe that our brand strength is responsible for allowing us to source a significant portion of our traffic from non-paid sources such as search engine results and direct traffic, as opposed to paid results, such as search engine marketing. We believe that our reputation and market position have also provided us with the ability to negotiate competitive rates when contracting with airlines, hotels and other suppliers.

Comprehensive Selection of Service and Product Offerings. We offer our customers a comprehensive selection of travel and travel-related services and products. We cater to the travel needs of residents in India as

well as non-resident Indians and others traveling to India from the United States, Southeast Asia, the United Arab Emirates and other countries. Our services and products include air tickets, hotels and packages, rail tickets, bus tickets, car hire and ancillary travel requirements such as facilitating access to travel insurance and visa processing. As of March 31, 2017, we provided our customers with access to all major domestic full-service and low-cost airlines operating in India and all major airlines operating to and from India, over 40,000 hotels and over 13,500 alternative accommodations in India, over 240,000 hotels and properties outside India, Indian Railways and over 1,900 bus operators, including several major Indian and Singapore bus operators. Our selection of hotels is diverse, with choices for travelers from one-star to five-star offerings and home stays and budget rooms through GoStays on ibibo and RightStay by MakeMyTrip for budget travelers seeking alternative accommodations. We believe our comprehensive selection of travel services and products makes us a “one stop shop” for our customers’ travel needs and allows us to combine multiple products and provide customized packages that suit the unique needs of our customers.

Broad Distribution Network. We use a variety of technology-enhanced distribution channels to target the growing Indian middle class travel market, where Internet penetration is still relatively low. Our distribution network is centered on our India-focused websites, www.makemytrip.com , www.goibibo.com and www.redbus.in , our MakeMyTrip, goibibo and redBus mobile applications for Android and iOS, our United Arab Emirates-focused website, www.makemytrip.ae , our call centers, our airport counters and our various travel stores in 43 cities in India as of March 31, 2017. As of March 31, 2017, we had a network of approximately 3,191 registered agents across approximately 323 cities and towns in India. Such travel agents can access our MakeMyTrip business-to-business, or B2B, website which enables them to sell our full suite of online travel services to their customers. Our customers are now able to make bookings on our MakeMyTrip, goibibo and redBus mobile sites accessible through www.makemytrip.com , www.goibibo.com and www.redbus.in , and through our mobile applications for iOS and Android, which allow bookings for Indian and international flights, hotels and holiday packages, Indian bus offerings, trains and inter-city cabs. Our broad distribution network gives us widespread access to travelers both in India as well as abroad.

Advanced, Secure and Scalable Technology Platform. We have built an advanced and secure technology platform, which integrates our sales, customer service and fulfillment operations. We have designed our websites to be user-friendly, providing our customers with extensive low-price options and alternative routings, as well as offering them combinations of flight and hotel bookings at cost-effective rates. Our websites also enable our customers to find their right destinations easily by using colloquial names or major landmarks. We continuously make improvements to our online hotel booking platforms to enhance the user experience for researching and booking air tickets, hotels, packages and bus tickets on www.makemytrip.com , www.goibibo.com and www.redbus.in . We also continue to focus on automation, for example by making changes to our MakeMyTrip and goibibo extranet sites to allow more of our hotel suppliers to use a self-service mode in managing their rates and inventory.

Our web-based booking engines have been designed to link to our suppliers’ systems either through “direct connects” or a GDS (we use both Amadeus CRS and Galileo GDS), and are capable of delivering real-time availability and pricing information for multiple options simultaneously. Our goibibo platform is hosted on Amazon Web Services, or AWS, which provides a high degree of reliability, security and scalability and helps us to maintain adequate capacity. In addition, we also provide extranet access to our hotel suppliers where they can update their rates, inventory and content on our websites.

Our technology platforms in India are able to handle up to a maximum of 3.0 million website requests at one time on our MakeMyTrip platform and 4.0 million on our goibibo platform. Our platforms are scalable, and can be upgraded to handle increased traffic and complexity of products with limited additional investment. In the past, we have experienced peak traffic on our websites when multiple airlines have offered promotional rates, simultaneously. On those occasions, on average our www.makemytrip.com website handled approximately 42,000 transactions and over 2.0 million searches in a day and our www.goibibo.com website handled approximately 80,000 transactions and over 4.0 million searches in a day. We intend to continue to invest in mobile offerings and applications.

Customer-Focused Approach. We place significant emphasis on technology, personnel and training to improve our services to our customers. Our customers can choose from our various customer service channels to contact us, including web-based self-service or chat support as well as our toll-free call centers, our airport counters, our travel stores and e-mail. We have access to a large amount of customer data on account of our size and our acquisition of the ibibo Group, which allows us to optimize our online marketing and provide customized product offerings. Our mobile service platforms allow customers to receive e-tickets and flight alerts via text messages (SMS) on their mobile phones. Our customers are also able to make bookings on our mobile sites and web application mobile sites, accessible through www.makemytrip.com , www.goibibo.com and www.redbus.in . In addition to being able to make different types of travel bookings on their smartphones and mobile devices, customers can view their booking details, cancel bookings, request e-tickets, track refund status, check flight status, look for new deals and use location-based services to find nearby places of interest. Our websites provide an enhanced user experience for researching and booking hotels, as well as valuable travel information not available on our mobile sites, such as user-generated travel reviews and destination guides to help customers conduct research and make travel decisions. Our MakeMyTrip website also includes a search tool for international flights called “Inspire” targeted towards leisure travelers. This tool recommends international destinations to customers based on their selected interests and budget, shows fare trends for the next few months and facilitates the purchase of flight tickets. We have also launched “RoutePlanner,” a service on our MakeMyTrip website that helps users choose among various transportation options, including air, bus, rail and hired car, for travel between any two of over 4,000 cities in India.

We primarily outsource our call center operations and fulfillment process to Concentrix Daksh Services India Pvt. Ltd., or Concentrix, InterGlobe Technologies Private Limited, or InterGlobe, Radical Minds Technologies Private Ltd., or Radical Minds Technologies, iEnergizer IT Services, Bird Information System, iSON BPO India Private Ltd., or iSON BPO India, Intelenet, Motif India Infotech and 31 Parallel as we believe that these providers are experienced, reputable and able to adhere to our customer service standards and enhance our service quality. We also have a dedicated in-house escalation service team which operates 24 hours a day, seven days a week, and is responsible for addressing issues or complaints raised by our customers. As of March 31, 2017, we employed 544 representatives (including supervisors) in all of our in-house call centers across all of our brands. All of our representatives participate in a formal training program before commencing work and have in-depth knowledge of their relevant local market. Our representatives also attend periodic training programs to familiarize themselves with our new services and products.

Experienced Management Team. We operate in an industry where we believe one of the most important assets is the quality of our people. Our senior management team is comprised of industry executives with significant experience in the travel industry, including online travel agencies, in India and the United States. Our senior management team also has in-depth experience in the internet, consumer services and consumer product industries, having worked with companies such as GE Capital, Google, PepsiCo, Colgate and Seagram. Our senior management team are supported by our broader leadership team, comprising talented and experienced professionals that oversea and implement our day-to-day operations. We also actively recruit MBA graduates and engineers from leading institutions in India to fill important management roles in our company.

Our Strategy

We believe that the relatively low but fast growing Internet penetration and mobile internet in India, coupled with income growth in India provide us with significant growth opportunities. Our objective is to pursue market share growth opportunities and to grow profitably by building on our current position as one of India’s leading travel companies. The key elements of our strategy include:

Expand Our Hotels and Packages Business. Our hotels and packages business generally yields higher net revenue margins than our air ticketing business, and we intend to continue shifting our business mix towards this segment. We recently undertook a strategic combination with the ibibo Group by way of an acquisition of the ibibo Group, which operates a hotels and packages business substantially similar to our existing business under the MakeMyTrip brand, making us one of the leading hotels and packages providers in India. We intend to

improve our profitability and further expand the market share of our hotels and packages business through the integration of the ibibo Group’s hotels and packages business.

We will proactively invest to gain further market share, through increasing automation, adopting new technologies and a deep customer focus. Our objective is to enable more hotel suppliers to be seamlessly connected to our various websites with the latest technology methods which include direct connects, channel managers and direct integrations with various aggregators. We also continue to focus on automation by making changes to our extranet to allow more of our hotel suppliers to use a self-service mode in managing their rates, inventory, content, payments and confirm bookings made by our customers on a real-time basis. Given the high penetration of smart phones in India, we have also introduced our extranet application which allows hotels to directly update inventory and rates, and confirm bookings through the application. We are investing heavily on improving the customer experience by improving our offering on various devices (especially mobile and tablets) which the customers use to connect with us and becoming more content-focused. We also intend to grow our packages business outside India through strategic partnerships and acquisitions, as well as by strengthening our relationships with key aggregators from whom we procure inventory for our packages products.

Expand Our Service and Product Portfolio to Enhance Cross-Selling Opportunities. We believe that expanding our service and product offerings is an important means of customer acquisition as the diversity of our services and products will improve our offerings to customers, attract more customers to our websites and mobile applications and allow us to cross sell higher-margin services and products to them. We actively market additional travel services to our customers. For example, we market non-air services directly to customers after they have booked their air tickets with us.

We seek to continue expanding our travel offerings beyond core air tickets, hotels and packages to mass market products including bus and rail. We introduced the sale of bus tickets in 2008 and the sale of rail tickets in 2009 under our MakeMyTrip brand. In January 2017, we expanded both of these businesses through the acquisition of the ibibo Group and the addition of its redBus bus ticketing and goibibo rail ticketing businesses to our offerings. We also provide car hire services in conjunction with our holiday package bookings and other value-added ancillary services such as facilitating access to insurance and visa processing to enhance our customers’ travel experience.

Enhance Our Service Platforms by Investing in Technology. We intend to continue to invest in technology to enhance the features of our services and our platforms. For example, we plan to integrate our various hotel booking systems across our various websites. We also intend to extend user feedback features to more products, enable more user-friendly bookings to be saved by our customers and used across all our services and products, enhance our mobile service platform to make mobile transactions more user-friendly and allow real-time fingerprinting to prevent online credit card fraud. We intend to sell more of our holiday packages online in addition to selling through our call centers, which we believe will result in increasing our operating margins. We believe that our continued investments in technology will enable us to enhance our customer service and to capitalize on the expected growth opportunities in the online travel market in India. We intend to continue to focus on increasing our online and mobile customer base. We intend to continue to invest in mobile offerings and applications. We also intend to strengthen our focus on analytics, and upgrading our technology platform.

Expand into New Geographic Markets. We believe we are well positioned for growth in other overseas markets, particularly those with a significant non-resident Indian population as well as destinations with proximity to India and favored by Indian travelers, particularly popular regional destinations that are located within a five-hour flight from India. In December 2009, we launched our website, www.makemytrip.ae , in the United Arab Emirates, following, among other things, the registration of our website’s domain name with the relevant registry as well as the procurement of additional servers to handle the increased traffic from this new international website. The United Arab Emirates has a significant non-resident Indian population, and our website is intended to serve the travel needs of non-resident Indian travelers traveling from the United Arab Emirates and neighboring Middle Eastern countries to India as well as on their travels elsewhere. We entered the Singapore market by acquiring Luxury Tours in May 2011. In July 2011, we incorporated Luxury Tours

(Malaysia) to expand our operations in Malaysia and adjacent markets. In November 2012, we expanded in Thailand and Southeast Asia through our acquisition of the ITC Group and Hotel Travel Group. In January 2017, as part of our acquisition of the ibibo Group, we entered the Colombia and Peru markets through our redBus ticketing business.

Pursue Selective Strategic Partnerships and Acquisitions. In addition to growing our business organically, we have in the past and may continue to pursue strategic partnerships and targeted acquisitions that complement our service offerings, strengthen or establish our presence in our targeted domestic and overseas markets or to gain access to technology. On January 31, 2017, we undertook a strategic combination with the ibibo Group by way of an acquisition of 100% equity interest in the ibibo Group, which owns and operates air ticketing, hotels and packages and rail and bus ticketing businesses under its goibibo and redBus brands. In 2015, we acquired an approximate 30% stake in HolidayIQ Pte. Ltd., which owns and operates www.HolidayIQ.com , a travel information portal and recommendation search engine that is popular within the Indian travel community, an approximate 74.4% stake in Bona Vita Technologies Private Limited, a newly-incorporated company which operates an online travel marketplace for domestic and outbound India holiday and business travel packages through its website www.gofro.com , and an approximately 20.6% in Inspirock, Inc., which owns and operates www.inspirock.com , an online planning tool for developing custom-made itineraries. In 2014, we acquired a minority equity interest in Simplotel in December 2014, and thereafter we acquired additional shares of Simplotel in June and November 2015, and December 2016, which increased our equity shareholding in Simplotel to approximately 33%. In fiscal year 2013, we became the sole owner of Luxury Tours, a Singapore-based travel agency which is engaged in the business of providing hotel reservations, excursion tours and other related services to inbound and outbound travelers in Singapore and the rest of Southeast Asia, following our initial investment in 2011. We became the sole owner of the ITC Group in 2015, a well-established hotel aggregator and tour operator focused on Thailand in which we initially invested in 2012. We believe that our acquisitions and partnerships, together with our technology platform that enables us to successfully and cost-effectively integrate our new acquisitions and partners, have helped to strengthen our positions in our different businesses. We expect to continue to monitor strategic partnerships and acquisitions in the future.

Our Services and Products

We offer a comprehensive selection of travel and travel-related services and products catering to the needs of residents in India and non-resident Indians and others traveling to India from the United States and other countries. We provide travelers with the tools and information they need to efficiently research, plan, book and purchase travel services and products in India as well as overseas. Our services and products include air tickets, hotels, packages, rail tickets, bus tickets, car hire and ancillary travel requirements such as visa processing and facilitating access to travel insurance. Our key customers include leisure travelers and small businesses.

Air Ticketing

Our air ticketing business is primarily targeted at domestic travel within India and international travel originating in India; and inbound travel to India from the United States and other countries. We further expanded our air ticketing business in 2017 through our acquisition of the ibibo Group, through which we continue to operate the ibibo Group’s similar goibibo business.

Indian Domestic and Outbound Travel. We commenced our Indian operations under our MakeMyTrip brand in 2005 and have experienced significant growth in our air ticketing business covering domestic travel within India and international travel from India. The following table sets forth the number of transactions for air travel booked through our MakeMyTrip and goibibo platforms in recent prior periods.

Number of Transactions

For Fiscal Year March 31

2015

2016

2017

Indian domestic air travel

4.8 million

6.2 million

8.6 million

Outbound air travel

0.5 million

0.6 million

0.8 million

We provide our customers with a wide selection of airline tickets for all major domestic full-service and low-cost airlines operating in India, including Air India, Air India Express, Go Air, IndiGo, Jet Airways, SpiceJet, Vistara, Air Asia and Trujet; and all major international flights that originate from cities in India, including Air India, Air France-KLM, British Airways, Emirates, Jet Airways, Lufthansa, Malaysia Airlines, Singapore Airlines, Thai Airways, FlyDubai, Air Asia, Etihad Airways, Kenya Airways, Qatar Airways, Virgin Atlantic, Malindo and Tiger Airways. We make booking with these airlines either through a GDS (we use both Amadeus CRS and Galileo GDS) or via “direct connects” to the airlines’ booking systems.

We believe our websites provide comprehensive information to our customers in a time-efficient and unbiased manner. Customers are able to quickly and easily evaluate a broad range of potential fare and airline combinations through our user-friendly websites. Customers may search for flights based on their preferred travel dates, destinations, number of passengers, number of stops and class of travel, or may use our more advanced search tool and include additional search parameters. For example, for our Indian domestic flights, customers may include searches for night flights, specify a preference for direct flights, as well as include only certain airlines and only refundable fares. Customers can also easily filter and sort the results of their search according to their preferences.

Inbound Travel to India. We began selling air tickets for the United States-to-India sector in 2000 through our MakeMyTrip platform. Following our acquisition of the ibibo Group in January 2017, we also sell air tickets for inbound travel to India through our goibibo platform. Our customers are mainly non-resident Indians and persons of Indian origin traveling to India. Our customers may search and book their flights on our US sub-domain website, us.makemytrip.com, which is linked to our MakeMyTrip primary website, www.makemytrip.com , and uses a similar search and display interface. The total number of transactions for inbound air travel to India booked primarily from the United States and the United Arab Emirates through us was 180,243 in fiscal year 2015, 155,251 in fiscal year 2016 and 106,054 in fiscal year 2017.

Hotels and Packages

We introduced our hotels and packages business in 2005 and have since experienced significant growth in this area, including through our acquisition of the ibibo Group in January 2017. The ibibo Group’s standalone hotels business is substantially similar to MMT India’s standalone hotels business and, following the completion of the acquisition of the ibibo Group, we continue to operate our hotels and packages business through MMT India under the MakeMyTrip brand and the ibibo Group under the goibibo brand. The total number of transactions in our hotels and packages business was 1.4 million in fiscal year 2015, 3.1 million in fiscal year 2016 and 6.9 million in fiscal year 2017.

Hotels . Customers can search, compare and make reservations at more than 40,000 hotels, 13,500 alternative accommodations in India and over 240,000 hotels and properties outside India on our MakeMyTrip and goibibo websites. We procure room inventory from our hotel suppliers through three methods: “direct connects,” “direct allocation” and for most hotels outside India, through contracts with online travel agents and aggregators outside India. Substantially all of our hotel suppliers in India have a “direct allocation” arrangement with us whereby they allocate rooms directly to us either by managing their room inventory on an extranet provided by us, or through channel managers, or supported by us via telephone. We do not assume any inventory risk for such “direct allocation” as unsold inventory is released to the hotels within an agreed period of time. The remaining hotels in India are connected through direct connects. “Direct connect” is the method by which our booking systems are integrated with the central reservations systems of the hotels and reservations made are confirmed on a real-time basis, although this applies to a small proportion of our total hotel bookings. Through our ongoing efforts to increase the automation of and otherwise improve our extranet, our hotel suppliers are now able to perform more of the necessary functions for executing transactions through our system without our direct involvement. We obtain inventory for most hotels outside India through contracts with other online travel agents and aggregators outside India. In some instances, in order to enjoy special negotiated rates for these hotels, we pre-purchase hotel room nights and assume inventory risk on them. Our inventory also includes home stays and budget rooms through GoStays on ibibo and RightStay by MakeMyTrip for budget travelers seeking alternative

accommodations. In 2017, we also introduced MakeMyTrip Assured Hotels, which categorizes based on quality and service reviews to provide quality assurance to customers at the time of booking.

Our customer base is primarily residents in India and non-resident Indians and others traveling to India from the United States and other countries. With respect to our websites and applications, the focus of our technological improvement and sales efforts is on consolidating multiple supply sources and identifying the best rates possible for our customers. In addition, we have invested in multi-lingual products and marketing, with in-house translation and customer service teams for twelve different languages. On our www.makemytrip.com and www.goibibo.com websites and through our applications on various mobile platforms, customers may search for hotels based on their destination, preferred dates for check-in and check-out, and may easily filter their search results by selecting star ratings, specific hotel chains and location etc. Customers can also indicate amenity preferences, such as business services, internet access, fitness centers, swimming pools and travel assistance. MakeMyTrip’s “View Map” offers customers the ability to compare hotel locations on an interactive neighborhood map. Our online hotel booking platforms provide an enhanced user experience for researching and booking hotels on the desktop and mobile devices.

Packages. We offer pre-packaged vacations designed by our in-house product specialists, under arrangements with various travel suppliers and our GDS service providers to cater to both individual and group travelers. Our packages also include various travel services such as travel insurance, visa processing, airport transfer and sightseeing.

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Indian Domestic Packages. We offer a variety of packages, including escorted tours, honeymoon specials and weekend breakaways, as well as vacation themes, such as beach, adventure, family, pilgrimage, romantic, shopping, cruise and culture. Our demographic target for the “weekend breakaways” packages is corporate executives.

For our customers travelling within India, our Indian website offers a flight plus hotel option, using a similar search and display interface as our separate air ticketing and hotels websites, which enables customers to view multiple combinations of airlines and hotels to assemble a trip which satisfies his or her unique requirements. Our www.makemytrip.com and www.goibibo.com websites allow customers to customize their trips by combining two or more travel products and selecting their desired air and hotel supplier, often at a discounted price, compared to booking the individual components separately.

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International Packages. We offer pre-designed independent packages, customized independent vacations, customized group tours and pre-designed escorted tours. The wide array of holiday options offered is intended to suit varying budgets and preferences of potential customers.

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Meetings, Incentives, Conferences, Exhibitions and Events. Our MICE team offers services to organizations and other groups who wish to plan meetings, conferences or other events or organize group trips. Our MICE team assists such customers in planning and booking travel arrangements for large groups of travelers and delivers tickets and other documentation, and, on request of the customers, a member of our MICE team will accompany the group during the travel in order to ensure that all plans and activities run smoothly. Our MICE team also assists employees of these organizations with their personal travel needs.

We also operate www.gofro.com , an online travel marketplace for domestic and outbound India holiday and business travel packages, through our subsidiary, Bona Vita Technologies Private Limited. GoFro also offers assisted booking through destination experts and customizable travel plans, flight itineraries, transfers and activity schedules.

See Note 6 to the accompanying consolidated financial statements in Item 18 for a breakdown of total revenues by geographical location of customers for each of the last three fiscal years.

Other Services and Products

Rail Tickets. We sell railway tickets in India on our MakeMyTrip and goibibo platforms through “direct-connect” access to Indian Railways’ passenger reservation system online, allowing customers to reserve and purchase Indian Railways tickets on a real-time basis through our websites. Indian Railways is India’s state-owned railway which owns and operates most of India’s rail transport. We booked 194,856, 242,398 and 298,585 transactions for rail tickets in fiscal years 2015, 2016 and 2017 respectively.

Using a customized search interface, our customers are able to quickly search for train tickets based on their preferred travel dates, destinations and class of travel. Customers are able to compare travel options across various trains, classes, dates and prices. The search results displayed are detailed and have been customized to suit the needs of local Indian railway users.

Bus Tickets. Following our acquisition of the ibibo Group in 2017, we own and operate our bus ticketing business primarily through redBus, a leading online bus ticketing platform with a presence across India through www.redbus.in and in select countries overseas through our other regional redbus websites. Customers are able to make bookings on our desktop site, www.redbus.in and mobile site, m.redbus.in , and on major mobile platforms through our redBus mobile applications for iOS and Android. Through our redBus mobile application, customers can also access YourBus, a vehicle tracking tool.

redBus mobile traffic and transactions are increasing rapidly and its mobile customer base has increased from approximately 20,000 customers as of March 31, 2013 to 2.1 million as of March 31, 2017. As of March 31, 2017, our Android application had been downloaded approximately 8.8 million times and our iOS application had been downloaded approximately 680,000 times. As of March 31, 2017, we had approximately 9.3 million mobile users. Customers are also able to book bus tickets through our MakeMyTrip platform.

We have agreements with several major Indian and Singapore bus operators, some of which are operators of multiple routes, as well as with aggregators and other intermediaries. Our bus tickets inventory is obtained through four channels: real-time inventory from operators who are directly connected to our booking system; inventory from aggregators who are directly connected to our booking system; inventory from operators who manage their inventory on an extranet supported by us; and inventory obtained by agreement with operators where a certain number of tickets are pre-allocated to us or sold to us “on request.”

Customers can search for bus tickets based on their preferred travel dates and routes and our websites will typically display numerous options for customers to choose from. We offer our customers basic information on the type of bus used on the relevant route and customers are able to select seats, choose from the available boarding points in the relevant city on the routes as well as obtain information on the location of the chosen boarding point among other details. Our redBus website also enables our customers to find their right destinations easily by using colloquial names. We also recently made significant improvements to our online bus booking platform, such as more flexible filters and crowd-sourced bus images and reviews from our users which helps our customers make informed decisions while booking buses. Our redBus website also includes tools to book weekend getaways that include bus bookings for the onward and the return trip and a hotel stay in the getaway location.

redBus also sells bus tickets and hotel room reservations through agent platform, SeatSeller, which comprises more than 19,000 agents across India, Southeast Asia and Latin America. In addition, redBus inventory is sold through more than 200 application programming interface, or API, partners. We have also launched our redBus self-service web-support, My Account, which allows customers to check their booking details, print e-tickets and vouchers, send themselves an SMS containing their ticket details, cancel their bookings and track the status of their refunds.

Car Hire. We provide car hire services in conjunction with holiday package bookings on our Indian website.

Ancillary Services and Products

As an ancillary service offered to our customers, we provide our customers with the option to purchase travel insurance for trips and packages booked on our MakeMyTrip, goibibo and redBus platforms. On www.makemytrip.com , www.goibibo.com and www.redbus.in , prior to confirming and proceeding with the reservation of and payment for a flight or hotel, our customers are prompted to purchase such travel insurance. Travel insurance is also available for purchase through our call centers and travel stores. We also provide visa processing services, and sell telephone calling cards to our customers. In addition, we offer travel-related businesses and other third parties the opportunity to advertise on our websites.

Distribution Channels

We utilize a variety of technology-enhanced distribution channels to target the growing Indian middle class travel market, where Internet penetration is still relatively low. Our broad distribution network gives us access to Indians traveling domestically or overseas and also reaches non-resident Indians and others traveling inbound to India. Our distribution network uses a combination of our websites, call centers, airport counters and travel stores as well as our travel agents’ network in India and mobile service platform, giving us multiple channels to access these customers.

Our customers’ varied needs are served by different distribution channels. During fiscal year 2017, 98.6% of our sales of air tickets for travel were made through our websites and mobile applications, 1.4% of our sales for air tickets, which were most commonly for inbound travel, were made through our call centers. Our sales of hotel rooms are also primarily made through our websites and our mobile applications. Our customers can book standard flight plus hotel packages on our websites and our mobile applications, but the majority of the sales of packages within or outside India are concluded through our call centers, travel stores and travel agents’ network. All of our rail and bus ticket sales in India are made through our Indian website.

In fiscal year 2017, transactions executed through our websites, call centers and travel stores accounted for approximately 98.7%, 0.8% and 0.5%, respectively, of our total transactions. Further, in fiscal year 2017, our mobile platforms contributed approximately 56.2% of the total transactions carried out through our websites.

Internet Websites

We operate the websites www.makemytrip.com (including the sub-domain us.makemytrip.com), www.makemytrip.ae and www.makemytrip.com.sg servicing the Indian domestic and outbound market, the United States-India inbound market (focusing in particular on non-resident Indians in the United States), the United Arab Emirates as well as neighboring Middle East countries, Singapore and neighboring Southeast Asian countries, respectively. Following our acquisition of the ibibo Group in January 2017, we also operate the websites www.goibibo.com and www.redbus.in .

Our websites and their content are tailored to our predominantly Indian user base. For example, on www.makemytrip.com , we have localized our top-selling hotel webpages with information and using language that we believe would be more attractive and relevant to an Indian user. Following our acquisition of the ibibo Group in January 2017, we are integrating the in-house development capabilities of MMT India and the ibibo Group to continuously maintain and improve our various platforms, including our www.makemytrip.com , www.goibibo.com and www.redbus.in websites.

Using our websites, customers can easily and quickly review the pricing and availability of nearly all our services and products, evaluate and compare options, and book and purchase such service and products online. We have also designed our websites to offer personalized recommendations and offers based on a customer’s history. In addition, we have self-service customer support modules on our websites to let our customers check their refund status, modify or cancel reservations and view their travel itineraries. Customers can also purchase ancillary travel-related services and products, such as travel insurance as part of the booking process. Certain

packages for MICE or other customized packages cannot be purchased online although customers can submit inquiries through our websites and our sales representatives will contact such customers to follow up and process the transaction, if required.

Typically, a transaction on our websites involves the following steps:

Search. A customer conducts a search for a particular product, or combination of products (for example, flight plus hotel), on our websites by defining desired parameters. For example, for domestic Indian flights, apart from the city of departure and destination, number of travelers and dates of travel, our customers can also input additional parameters such as preferred cabin class, preferred airlines, refundable fares and direct flights. Our websites’ search capabilities employ scalable search and routing logic that we believe return comprehensive results without sacrificing search response times or creating added stress on our suppliers’ infrastructure. Our search results are generated in a cost-effective and time-efficient manner since over 80% of our search results come from cache. Our web-based MakeMyTrip, ibibo and redBus booking engines, which have been designed to link to our suppliers’ systems either through “direct connects” or a GDS (we use both Amadeus CRS and Galileo GDS), allows us to deliver real-time information. In addition, we also provide extranet access to our hotel suppliers where they can update their rates, inventory and content on our websites.

Select. At this stage, our websites display to the customer various possible selections that are available in a user-friendly format, and also prompt the customer with available special offers or provide additional information about the product. Our websites are enabled with asynchronous JavaScript and extensible markup language allowing customers to sort or refine search results by further defining certain parameters such as price range, time range, preferred airlines and availability of refunds for air tickets, and star rating, preferred hotel chains and hotel amenities.

Review. After a customer has selected a particular option, our websites will provide the customer with an opportunity to review the details of the product being purchased and the terms and conditions of such purchase. At this stage, our websites connect to the GDS (Amadeus CRS and Galileo GDS) or the websites of our travel suppliers to confirm the availability and pricing of the product selected, and in the event the customer’s choice is not available, the customer will be informed of the next-best alternative to the selected product. Customers booking air tickets or hotels will also be shown options to purchase travel insurance and other related ancillary services.

Payment. We offer our customers a variety of payment methods. On our Indian websites, customers may pay in Indian Rupees with credit cards, debit cards issued by several major banks in India (including Citibank, ICICI Bank, HDFC Bank, State Bank of India and AXIS Bank), bank transfers or e-Wallets (including PayTM, Freecharge and PayU). We also offer partial payment options for large value transactions. The payment gateway for sales on our Indian websites are secured by “Verified by VISA,” “MasterCard SecureCode,” “Diners ProtectBuy,” “RuPay PaySecure” and “American Express SafeKey.” Customers may also use our propriety prepaid wallets (“MyWallet,” “GoCash” and “RedBus Wallet”) to obtain instant refunds and a quicker checkout experience. We recently began accepting payment through the Bharat Interface for Money (BHIM) Pay Android app and through the unified payment interface for our redBus Android app. On our US MakeMyTrip website, customers may pay in US dollars with credit cards or through PayPal. On our United Arab Emirates website, customers may pay in United Arab Emirates Dirhams with credit cards. On our other international websites, customers may pay in multiple currencies with credit cards.

In order to simplify the booking process for our customers, our websites do not require prior customer registration in order for the purchase to be completed. Customers who do not wish to register will simply be prompted prior to payment to provide basic contact details (including their name, telephone number and e-mail address) for purposes of the travel product they intend to purchase. An electronic confirmation is sent to the customer’s e-mail address and customers can also use our self-service web-support, My Account, to check their booking details, print e-tickets and vouchers, cancel bookings and track progress of refunds.

We use single factor authentication for Latam transactions in our redBus ticketing business and have enabled fraud verification with the payment gateway which processes these transactions. We do not support foreign credit cards on our Indian channels currently as we have not engaged any external party to conduct fraud verification for foreign credit card transactions. We support offline payments for Indonesia and Latam markets, where customers can reserve seats for a fixed number of hours and subsequently pay for such seats in cash at ATM stores and other offline locations.

Call Centers

Our in-house call centers that handle our sales and post-sales customer service support for MMT India’s international hotels and packages business as well as domestic Indian packages with more complicated itineraries, are run out of Gurgaon in India, as well as out of Singapore and Thailand. Our in-house call centers that handle our sales and post-sales customer service support for our bus-related services are run out of Bangalore and Pune, as well as out of Singapore and Thailand. Our call centers in India operate 24 hours a day, seven days a week and customers can call these centers through various toll-free numbers in India to consult with our sales representatives, receive comprehensive, real-time hotel and package information, and make travel bookings. As of March 31, 2017, we employed 544 representatives (including supervisors) in all of our in-house call centers across all of our brands. All of our sales representatives in India participate in a formal four-week training program before commencing work and have an in-depth knowledge of their relevant local market. Our sales representatives are also trained and updated with our new services and products.

To achieve cost-efficiency and scalability, we utilize various third-party vendors in India to manage our call center service and we outsource our call center service for sales and service for all international flights (both inbound to India and outbound from India), and most of our hotel reservations and packages to such vendors. Our outsourcing service providers also handle our post-sales customer service support for all flights (domestic and international), hotel reservations and packages, and rail and bus ticketing, as well as back office fulfillment and ticketing services. We primarily outsource our call center operations and fulfillment process to Concentrix, InterGlobe Radical Minds Technologies, iEnergizer IT Services, Bird Information System, iSON BPO India, Intelenet, Motif India Infotech and 31 Parallel as we believe that these providers are experienced, reputable and able to adhere to our customer service standards and enhance our service quality. Our external agents must undergo a formal four-week training program as well as periodic refresher training courses in order to understand our processes and systems and be able to effectively service our customers.

All our call centers are equipped with our enterprise resource planning, or ERP, application, allowing our sales representatives and agents to make bookings and create packages, as well as attend to customer requests. These centers are also linked to our CRM system which enables us to monitor the performance of our sales representatives and outsourced agents on a round-the-clock basis. We also have software that enables us to log on to customer calls enabling us to perform random checks on our call centers on a real-time basis. Our system also enables us to monitor the number of waiting calls and limit customer-aborted calls on our hotlines due to unacceptably long waiting times. We have an in-house quality team which monitors the quality of our call center transactions, including the tone and voice of our customers, in order to ensure high quality service is consistently offered to our customers. We also have a third-party partner, Celtycs Outsourcing Services Private Limited, which audits the inbound and outbound calls and emails of our call center agents.

Travel Stores

At all of our travel stores, customers can consult with our sales representatives, receive comprehensive, real-time flight, hotel and package information as well as information for other services and products, and make travel bookings, without prior appointment. Unlike agents in our travel agents’ network described below, agents in our

travel stores sell our products exclusively. All our travel stores are also equipped with our ERP application and linked to our CRM system. We believe that our travel stores are important for our overall growth as they represent a direct interface between our customers and us, in addition to giving us access to customers who still prefer to meet representatives to make their travel bookings.

The experience for a customer in all our travel stores, including those owned and operated by franchisees, is substantially similar because all our travel stores are operated according to the same guidelines, as required in our contractual arrangements with our franchisees. In addition to providing our franchisees with the use of our ERP application, links to our CRM system and a license to use our brand, we also make frequent on-site visits and provide other technical operational support to our franchisees. In exchange, we receive a fixed non-refundable fee and a share of revenues from all sales made by our franchisee-owned stores. The fee amounts and revenue-sharing rates are negotiable depending on the location of the store and other factors. In general, we encourage our franchisees to adapt their businesses to meet the demands and needs of their local market and customers.

Travel Agents’ Network

As of March 31, 2017, we had a network of 3,191 registered agents across 323 cities and towns in India. Such travel agents can access our MakeMyTrip and redBus B2B websites which enable them to sell our full suite of online travel services to customers. Our B2B websites uses a similar interface as our external customer-facing websites. We believe our network is attractive to travel agents as we provide access to products which such agents may not otherwise be able to access cost-effectively or at all. These travel agents earn commissions from us depending on the volume and type of travel services and products sold. Furthermore, our travel agents’ network allows us to expand our footprint in India and distribution network in a cost-effective manner.

Mobile

Our MakeMyTrip, goibibo and redBus mobile platforms, including our mobile websites and mobile applications, allow customers to search, book and pay for Indian domestic and international air tickets, hotels and packages, rail and bus tickets and car bookings on their mobile phones at no additional cost. The tickets and bookings are delivered through email and SMS. In addition to being able to make different types of travel bookings on their smartphones and mobile devices, customers can view their booking details, cancel bookings, request e-tickets, track refund status, look for new deals and use location-based services to find nearby places of interest. Our mobile applications are available for Android, iOS, Blackberry and Windows devices.

As of March 31, 2017, our MakeMyTrip mobile application had been downloaded approximately 33.7 million times on Android, approximately 4.8 million times on iOS and approximately 0.5 million times on Windows Mobile. As of March 31, 2017, our goibibo mobile application had been downloaded approximately 20.8 million times on Android and approximately 2.5 million times on iOS. As of March 31, 2017, our redBus mobile application had been downloaded approximately 9.3 million times across mobile platforms. According to App Annie, our MakeMyTrip, goibibo and redBus mobile applications had over 24.1 million, 13.4 million and 8.6 million active users per month respectively in fiscal 2017. Our mobile platforms have been a key driver of our transaction growth in fiscal year 2017. Approximately 55.7% of our Indian online visitors reached us through our mobile platforms in fiscal year 2017. We have invested significantly in customer acquisition and inducement programs in order to increase mobile application downloads and accelerate growth in our India standalone hotel booking business. In our hotels and packages booking business, more than 72% of online transactions in fiscal year 2017 were completed through our mobile platforms.

Technology and Infrastructure

General

We benefit from an advanced technology platform which we believe has a high level of reliability, security and scalability, and which has been designed to handle high transaction volumes across all our websites on shared infrastructure.

We operate our technology platform through external and internal data centers in India located in Mumbai, Chennai and Gurgaon. Our Indian external data centers run together in “active-active” mode so that each serves approximately half of our website traffic at any given time. Our internal data center runs independently and serves all the data needs of our internal operations, such as e-mail.

In the event one of our Indian external data centers shuts down, our other Indian external data center will automatically take over for it. This capability helps us to ensure business continuity and minimize potential damage in the event of a disruption. Our www.makemytrip.com platform is able to handle up to 3.0 million website requests and 8.5 million page views per day and our www.goibibo.com platform is able to handle up to 10.0 million website requests and 4.0 million page views per day.

To further support business continuity, our Indian external data centers are able to replicate and synchronize data from each other on a continuous basis, which effectively allows them to back up each other’s data. In addition, all data is backed up on a weekly basis on tapes. These tapes are kept at a safe and secure location outside the data centers.

Our technology infrastructure is monitored by an internal team and is assisted by an outsourced security monitoring and engineering support team that operate 24 hours a day, seven days a week. All our servers installed at our data centers and at our offices are also secured with firewalls.

We have the ability to scale our technology platform up and down to meet our needs without incurring substantial costs through the use of virtual machines, cloud platforms and infrastructure when required. Our technology stack is also modular and can be easily modified for multiple lines of business.

We believe we have core technology advantages in multiple areas, including:

•

website logic that simplifies and improves our customers’ ability to book a trip most suited to their requirements, including providing extensive low-price options and alternative routings, and assisting customers in finding their destinations easily by using colloquial names or major landmarks;

•

availability on a variety of mobile platforms, including iOS, Android, BlackBerry and Windows Mobile;

•

scalable search and caching technologies that return comprehensive results and allow us to provide more flight and hotel options to our customers without sacrificing search response times or creating added stress on our suppliers’ operating or cost infrastructure;

•

capability to combine various flight plus hotel options, offering our customers the ability to see multiple combinations of airlines and hotels to assemble a package, resulting in trips that are frequently less expensive than individually booked components and more flexible for our customers;

•

social engagement platform that allows our customers to connect to their virtual friends through our site, using various sharing options from external social networks; and

•

capability to monitor the more than 10,000 unique system, application, network, security and business metrics that make up our technology platform, including the capability to generate advanced reports and alerts related to this data.

Fully Integrated Technology Platform

Our CRM systems in India use software by Oracle, SalesForce Cloud and FreshDesk, which integrate our sales, customer service and fulfillment operations. Our CRM systems are designed to analyze customer needs for better servicing. They generate reports identifying areas of opportunity or weakness and thereby help us in improving our service and product quality. Our web-enabled centralized booking system in India enables our customers and B2B partners to search and book travel services and products we sell and provide on a real-time

basis. We also have “Verified by VISA,” “MasterCard SecureCode,” “Diners ProtectBuy,” “RuPay PaySecure” and “American Express SafeKey” enabled payment gateways, which provides additional security for transactions via our Indian website using credit cards and debit cards issued by Indian institutions. We also offer payment options via netbanking and other instruments. Telephone services are powered by Genesys.

Our system also allows us to provide high quality customer service by promptly processing customer inquiries and requests and by monitoring the performance of our sales and customer service representatives and our outsourced call center sales force on a round-the-clock basis. Our system also enables us to monitor the number of waiting calls and limit aborted calls on our hotlines due to long waiting time.

Our ERP application uses Microsoft Dynamics in the case of MMT India, Oracle Financial Services Software for ibibo India and Tally in the case of our redBus business. These systems are integrated with our midoffice systems which enable our agents to create and amend bookings as well as to attend to customer inquiries raised in our CRM systems.

Our goibibo and redBus platforms are hosted on AWS which provides us the flexibility to scale horizontally. AWS provides a high degree of reliability, security and scalability all at the same time. For business continuity, these systems are backed up and snapshots are taken at regular intervals, including several times throughout the day. We have the ability to scale any of our applications depending on the traffic. This helps us in maintaining adequate capacity. Our technology architecture is modeled on web service architecture, which enables us to move swiftly and make changes on any APIs. We also have a New Relic monitoring system that tracks crucial metrics of our ibibo and redBus applications. These provide information on system health, performance and security that is trackable in real time and can be data mined for troubleshooting.

We also use software from Omniture Web Analytics, SAS, Big Data Hive, Google Analytics Premium, AppsFlyer and Qlikview to assist us in analyzing our web-based business through various metrics, such as the rate of conversion of visitors to our websites to purchasing customers. We also use RedShift, a data warehousing system, to correlate data across multiple systems. Our Adobe Campaign Manager software enables us to conduct real-time, targeted event-based campaigns on WhatsApp and similar applications, email and SMS.

Our systems include automation for ticketing, monitoring of schedule changes and providing alerts to customers, as well as auto-cancelation of reservations made through GDS or airlines’ central reservations systems. We are continually looking for opportunities to automate our processes in order to further increase our productivity and improve the scalability of our business.

Our rebus bus ticketing business also relies on an in-house built advanced and secure technology platform, which integrates our sales, customer service and fulfillment operations. Our core technology platform is scalable and can be scaled to handle increased traffic and complexity of products with limited additional investment.

Security

We are committed to protecting the security of our customers’ information. We maintain an information security team that is responsible for implementing and maintaining controls to prevent unauthorized users to access our systems. These controls include the implementation of information security policies and procedures, security monitoring software, encryption policies, access policies, password policies, physical access limitations, and detection and monitoring of fraud from internal staff. We have acquired a fraud detection system which uses transaction patterns and other data sources which seek to prevent fraudulent transactions in real-time. All sensitive data transmitted through our systems is encrypted using SSL 1024 bit encryption technology. Our information security team also coordinates internal and external audits every six months. Our travel portal in India is compliant with the PCI-DSS (Payment Card Industry Data Security Standard) (a set of requirements for enhancing payment account security developed by the Payment Card Industry Security Standards Council, which include key credit card and financial services companies).

Marketing and Brand Awareness

We believe our online and offline marketing strategies increase our brand awareness, drive potential customers to our websites and mobile applications and improve the rate at which potential customers visiting our websites and mobile applications become actual customers. Our marketing strategies have been in line with our objective of driving the shift from offline to online, especially in the hotels segment, and reaching the underpenetrated and fragmented Indian online hotels segment while strengthening our brands’ dominant leadership position in the space.

Our marketing channels on desktop and mobile web primarily include online advertising, such as paid search engine marketing and optimization with leading Internet search engines (such as Google, Bing and Yahoo!), social media advertising (such as on Facebook, Twitter and YouTube) and display advertising on other websites (such as Yahoo! India and Times of India), participation in meta search engines (such as hotels product ads by Google and Ixigo), offline advertising using print or broadcast media, such as television or radio, e-mails and short messages, and other marketing channels, such as through our call centers and travel stores. We also advertise on mobile applications including Google and Facebook. We have consistently invested in building our brand and expanding our reach to travelers in India as well as overseas, through mass media campaigns as well as through innovative digital marketing tools such as viral marketing and online display banners. We also have a strong presence in social media, such as Facebook, YouTube, LinkedIn and Twitter.

Our marketing programs and initiatives include broad-based campaigns, promotional or seasonal offers, as well as, brand campaigns to drive brand building with our customers. In March 2016, we redesigned our logo for the tradename “makemytrip” and launched an advertising campaign with leading Bollywood celebrities as our brand ambassadors. Our advertising campaigns promote the competitive pricing of our offerings (including no cancellation charges or no advanced payment requirements) and wide inventory of travel offerings. We have also begun to leverage our customers’ social networks to reach new and younger segments of the market, particularly for our goibibo brand. For example, GoContacts syncs our goibibo mobile application with a user’s address book and allows the user to earn travel currency by engaging with their social media network.

As part of our marketing efforts, we also entered in to strategic alliances and partnerships with several major banks in India including Citibank, HDFC Bank, State Bank of India (SBI), Axis Bank and ICICI Bank, which provide access to our partners’ customers. We also have co-branded MakeMyTrip and goibibo travel cards with American Express, which offers a number of travel related products and benefits to cardholders. Our marketing efforts have also included strategic partnerships with tourism boards in Singapore, Hong Kong, Australia and Dubai to help them better market and promote these destinations to Indian travelers.

These alliances and arrangements provide us access to our partners’ customer base where targeted marketing can be made at relatively low costs. In January 2014 we expanded our loyalty program to allow for automatic enrollment of all MakeMyTrip customers. This allows our customers to earn and redeem loyalty points with greater ease for both online and offline bookings.

Customer Service

Our customer focused approach is centered on ensuring a favorable user experience on our websites and mobile platforms as well as excellent customer service. Our intention is to provide customer support prior to, during and after travel. Our websites and mobile platforms are designed to provide a user-friendly experience and integrate valuable travel information, such as flight status information, user-generated travel reviews and destination guides, to help customers research and make travel decisions. We also monitor feedback from our customers using our CRM system and review and upgrade the features of our websites from time to time.

The key channels through which we implement our customer support and communicate with our customers are as follows:

Web-based Support. We offer two web-based customer support services. Our self-service web-support available through free online accounts on our websites allow customers to check the status of their domestic and

international flight, train, bus or hotel bookings, cancel bookings and track the progress of their refund, among other things. Customers who require assistance or have inquiries about certain products also have an option to contact our sales representatives via our websites and we have dedicated personnel available 24 hours a day, seven days a week, who provide assistance to our customers on a real-time basis.

Call Centers. We provide our customers with comprehensive and real-time assistance through our call centers which are available 24 hours a day, seven days a week. Currently, we outsource a portion of our customer service call center operations to Concentrix, InterGlobe, Radical Minds Technologies, iEnergizer IT Services, Bird Information System, iSON BPO India, Intelenet, Motif India Infotech and 31 Parallel in India, whose employees have been trained by our respective outsourcing service providers and us. We had 2,482 outsourced call center representatives as of March 31, 2017.

We also have a dedicated in-house escalation service which operates 24 hours a day, seven days a week, and is responsible for addressing issues or complaints raised by our customers, as well as in-house call centers in India, Singapore and Malaysia which mainly handle customer service support for all our bus-related services. We are able to log on to customer calls enabling us to perform random checks on our call centers on a real-time basis. Our system also enables us to monitor the number of waiting calls, the number of active call center agents, and the real-time activity status of agents. We have an in-house quality team which monitors the quality of interaction across lines of business, including through analysis of the tone and voice of our customers, in order to ensure high quality service is consistently offered to our customers. As of March 31, 2017, we employed 544 representatives across our in-house call centers. All of our representatives participate in a formal training program before commencing work and have in-depth knowledge of their relevant local market. Our representatives also attend periodic training programs to familiarize themselves with our new services and products.

Travel Stores. Customers may also visit our MakeMyTrip brand travel stores and airport counters in 43 cities in India and obtain assistance from our sales and customer service representatives.

Mobile Service. In addition to being able to make different types of travel bookings on their smartphones and mobile devices, customers can view their booking details, cancel bookings, request e-tickets, track refund status, check flight status, look for new deals and use location-based services to find nearby places of interest. These services are available through all our mobile applications and our mobile sites.

E-mail. Customers may also e-mail any inquiries or complaints, which we endeavor to address expeditiously.

Through our CRM system, we are able to maintain a customer database containing information on the transaction history and preferences of each customer who has booked a travel product through us. We document all sales and customers service processes at our company using business process management system methodology, such that the entire value chain, starting from the customer’s requirement until the delivery of the relevant service or product, or refund, if applicable, is documented. We also monitor our customer transactions and have a dedicated in-house escalation service operating 24 hours a day, seven days a week, which is responsible for answering any complaints or issues raised by our customers.

We have a fulfillment process that we mainly outsource, which minimizes any travel disruption for our customers, with a team of personnel responsible for ensuring that customers’ hotel bookings are checked and reconfirmed prior to the date of travel.

Supplier Relationships

We believe we have cultivated and maintain good relationships with our travel suppliers. We have a dedicated team to maintain and enhance our existing relationships, and develop new relationships, with travel suppliers. Our supplier relationship teams negotiate agreements or arrangements with suppliers for access to

travel inventory for our services and products, and also monitor supplier-sponsored promotions. They also focus on relationship management with our suppliers. One of the key services we provide to our suppliers is the provision of customer feedback and preferences which we obtain primarily through our CRM system, user-generated content on our websites as well as through our call centers.

Our top five (in alphabetical order) airline suppliers for travel in India and overseas (based on revenue less service cost earned by us) and our top five (in alphabetical order) hotel suppliers (based on gross bookings) for fiscal year 2017 (including the contribution from ibibo Group) were:


Airlines (Travel within India)	Airlines (International Travel)	Hotels (within India)
Air India	Air India	Carlson Group of Hotels
Go Air	Emirates	Ginger Hotels
IndiGo	Etihad Airways	Lemon Tree Hotels
Jet Airways	Jet Airways	Sarovar Hotels And Resorts Pvt Ltd
SpiceJet	Malaysia Airlines	Taj Hotels, Resorts & Palaces

Airlines

We have access to real-time inventory of all major airlines operating in, from and to India either through a GDS (we use both Amadeus CRS and Galileo GDS) or through “direct connects” to our airline suppliers’ booking systems.

Most of these airlines offer us fares that match those offered by the airlines on their own websites as well as on other online travel websites. The fares paid by our customers include our service fee in addition to the fares charged by the airlines. We currently have commission arrangements with all India-based airlines, as well as major international airlines that service India, where part of our commission is linked to the number of sales facilitated by us or the revenue realized by these airlines on sales completed through us. Similarly, we earn fees from our GDS service providers on a per-segment basis for sales completed by us through the GDS that are linked to the volumes of sales completed by us.

Hotels

As of March 31, 2017, we provided our customers with access to over 40,000 hotels, 13,500 alternative accommodations in India and more than 240,000 hotels and properties outside India. Our hotel supply team is responsible for negotiating agreements or arrangements with independent hotels, hotel chains and hotel management companies and securing competitive rates, promotions and access to inventory for listing on our websites as well as packaging of holidays. We select our hotel partners by their reputation and quality and monitor customer feedback on our websites as well as other channels in order to ensure that hotels listed on our websites maintain acceptable standards.

In our hotels and packages business, our revenue represents the total amount paid by our customers for these travel services and products and the cost of procuring the relevant services and products are classified as service cost. We also earn commissions from other hotel suppliers, typically larger hotel chain operators, depending on the volume of reservations made through us.

We procure room inventory from our hotel suppliers through three methods: “direct connects,” “direct allocation” and, for most hotels outside India, through contracts with online travel agents and aggregators outside India. Substantially all of our hotel suppliers in India have a “direct allocation” arrangement with us whereby they allocate rooms directly to us either by managing their room inventory on an extranet provided by us, or through channel managers, or supported by us via telephone. We do not assume any inventory risk for such “direct allocation” as unsold inventory is released to the hotels within an agreed period of time. The remaining

hotels in India are connected through direct connects. “Direct connect” is the method by which our booking systems are integrated with the central reservations systems of the hotels and reservations made are confirmed on a real-time basis, although this applies to a small proportion of our total hotels. Through our ongoing efforts to increase the automation of and otherwise improve our extranet, our hotel suppliers are now able to perform more of the necessary functions for executing transactions through our system without our direct involvement. We obtain inventory for most hotels outside India through contracts with other online travel agents and aggregators outside India. In some instances, in order to enjoy special negotiated rates for these hotels, we pre-purchase hotel room nights and assume inventory risk on them.

Buses

As of March 31, 2017, we provided our customers with access to over 11,000 privately owned buses, approximately 25,000 government owned Road Transport Corporation buses in India, 1,850 buses across Peru and Columbia and 6,000 buses across Singapore, Malaysia and Indonesia. We aim to provide a wide range of bus ticket inventory on our platform and enable bus operators to list their inventory online through our inventory hosting software called redBus Plus or to integrate their existing inventory software to our platform. redBus Plus allows bus operators to update service information, creating campaigns, responding to customer feedback and analyze customer demand. redBus also provides bus ticketing API to multiple e-commerce websites across the spectrum and thus enables a widest possible distribution reach for bus operators.

Competition

The market for travel services and products is highly competitive. We currently compete with both established and emerging providers of travel services and products, including other online travel agencies, such as cleartrip.com, expedia.com, travelocity.co.in, yatra.com, booking.com and agoda.com, as well as traditional travel agencies, tour operators, travel suppliers and operators of travel industry reservation databases. Large, established Internet search engines have also launched applications offering travel itineraries in destinations around the world, and meta-search companies who can aggregate travel search results also compete with us for customers. In our domestic hotels and packages business, we compete primarily with established Indian travel market players, such as Cox & Kings and Thomas Cook and new entrants such as oyorooms.com. Such competitors may have greater financial resources than us, may seek to increase market share by offering heavy discounting and promotional schemes and may be able to negotiate better rates with suppliers.

Certain of our travel suppliers have also been steadily focusing on increasing online demand on their own websites and decreasing or eliminating their dependence on third-party distributors like us. For instance, many low-cost airlines may, subject to applicable regulations, reduce or eliminate commissions to agents such as us or restrict the amount of service fees we are able to charge customers. Suppliers who sell on their own websites typically do not charge a processing fee, and, in some instances, offer advantages such as their own bonus miles or loyalty points, which could make their offerings more attractive to customers than offerings like ours. See “Item 3. Key Information — D. Risk Factors — Risks Related to Us and Our Industry — The Travel Industry in India and Worldwide is Intensely Competitive, and We May Not Be Able to Effectively Compete in the Future.”

Intellectual Property

Our intellectual property rights include trademarks and domain names associated with the names “MakeMyTrip,” “goibibo” and “redBus,” and other rights arising from confidentiality agreements relating to our website content and technology. We regard our intellectual property as a factor contributing to our success. We rely on trademark law, trade secret protection, non-competition and confidentiality agreements with our employees and some of our partners and vendors, to protect our intellectual property rights. We require our employees to enter into agreements to keep confidential all information relating to our customers, methods, business and trade secrets during and after their employment with us. Our employees are required to acknowledge and recognize that all inventions, trade secrets, works of authorship, developments and other processes made by them during their employment are our property.

We have registered the domain names www.makemytrip.com (which includes the sub-domain “us.makemytrip.com” for our US website), www.makemytrip.ae , www.makemytrip.com.sg , www.goibibo.com , www.redbus.in , www.luxury.com.sg and www.indiaahoy.com and have full legal rights over these domain names for the period for which such domain names are registered. We primarily conduct our business under the “MakeMyTrip,” “goibibo” and “redBus” brand names and logos. We have registered the trademark “MakeMyTrip” in India, Mauritius, Bhutan, Nepal, Singapore, Taiwan, Indonesia, European Union, Canada, Australia, Malaysia, Saudi Arabia, Qatar, United Arab Emirates and Bahrain, and we have applied for registration in Sri Lanka, Kuwait, Oman and Japan. We have also registered the following logos and word marks in India: “IBIBO,” “GOIBIBO,” “redBus.in,” “Ryde,” “Ryde by Ibibo,” “Ibibo Ryde” and “goCash.” The word mark “MakeMyTrip” and trademark “MakeMyTrip.com-India in every trip” are registered in the United States. We have applied for registration of our new “MY” MakeMyTrip logo and our MakeMyTrip mark with our new logo in India. We have registered copyrights of our logos and brand names “MakeMyTrip,” “goibibo” and “redBus” in India and copyright registration of certain specific representations of the logo “my.”

Employees

As of March 31, 2017, we had 3,426 employees. The following tables show a breakdown of our employees as of the end of our past three fiscal years by category of activity and geographic location.


	Number of Employees as of March 31,
Division/Function	2015		2016		2017
Management		12		13		19
Product development		44		55		180
Sales and marketing		676		708		712
Technology development and technology support		336		416		980
Others (including operations, business development, administration, finance and accounting, legal and human resources)		706		748		1,535

Total		1,774		1,940		3,426


	Number of Employees as of March 31,
Location	2015		2016		2017
India		1,400		1,621		3,164
United States		4		3		3
Singapore		63		62		48
Malaysia		19		17		24
Thailand		223		228		122
United Arab Emirates		5		8		8
China		1		1		1
The Netherlands		43		—		—
Israel		16		—		—
Colombia		—		—		6
Peru		—		—		50

Total		1,774		1,940		3,426

None of our employees are represented by a labor union. We believe that our relations with our employees are good. We contract with third parties for the provision of temporary employees from time to time based on the needs of our businesses for various functions, including administration, technology-related projects and staffing at our travel stores and airport counters. As of March 31, 2017, we employed 574 temporary and contract employees.

Insurance

We maintain and annually renew insurance for losses (but not business interruption) arising from fire, burglary as well as terrorist activities for our corporate office at Gurgaon, India, as well as for our various company-owned travel stores in 15 cities in India and for our airport counters in Mumbai, Delhi, Chennai and Hyderabad. In connection with our initial public offering in August 2010, we purchased a liability policy that also covers our directors and officers with a policy limit of $50 million. We extended this policy in connection with our follow-on public offerings in June 2011 and March 2014. In addition, we have a liability policy of $30 million to insure our directors and officers from various liabilities arising out of the general performance of their duties. We have purchased public liability insurance, fidelity insurance and work injury compensation insurance for our group entities. With effect from January 31, 2017, the coverage under such policies was expanded to include all the ibibo Group entities.

Regulations

We are subject to various laws and regulations in India arising from our operations in India, including travel agent requirements and the operation of our MakeMyTrip and goibibo call centers, airport counters and company-owned travel stores.

MMT India requires licenses from state tourism departments to act as a travel agent/tour operator in certain states in India. MMT India has received such licenses in the National Capital Territory of Delhi. In addition, Luxury Tours holds a travel agent’s license from the Singapore Tourism Board, Luxury Tours (Malaysia) holds an Inbound license from the Ministry of Tourism, Malaysia and ITC Bangkok Co. Ltd. holds an inbound license from the Tourism Authority of Thailand.

MMT India has obtained a license from the Reserve Bank of India to act as a Full Fledged Money Changer (single branch), which requires that MMT India maintain minimum net owned funds of Rs. 2.5 million (approximately $0.04 million).

Under the Indian Information Technology Act, 2000, as amended, we are subject to civil liability to compensate for wrongful loss or gain to any person arising from negligence in implementing and maintaining reasonable security practices and procedures with respect to sensitive personal data or information that we possess, deal with or handle in our computer systems, networks, databases and software. India has also implemented privacy laws, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, which impose limitations and restrictions on the collection, use and disclosure of personal information.

We obtained approvals to operate our domestic and international call centers in Bangalore and Pune as “Other Service Providers” from the Department of Telecommunications, Ministry of Communications and Information Technology, Government of India, which are valid for 20 years from September 27, 2005 and June 6, 2001, respectively in MMT India and domestic call center as “Other Service Providers” for redbus business which is valid for 20 years from March 19, 2013. Also, we have applied for similar licenses in Pune and Gurgaon offices in redbus and ibibo india businesses which are under process. We have also obtained telemarketing centre approvals for Delhi and Gurgaon, which are valid until 2018. We obtain and maintain registrations for our shops and establishments in each state where our company-owned travel stores are located.

Our operations in India currently do not benefit from tax holidays under any applicable laws or regulations.

The consolidated foreign direct investment policy, or the FDI Policy, issued by the Department of Industrial Policy & Promotion, Ministry of Commerce & Industry, Government of India and the Foreign Exchange Management Act, 1999, as amended, and the regulations framed thereunder, or the FEMA have certain requirements with respect to downstream investments by Indian companies that are owned or controlled by foreign entities and with respect to the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners. These requirements currently include restrictions on pricing, valuation of shares and sources of funding for such investments, and may, in certain cases, require prior notice to or approval of the Government of India. India’s Foreign Exchange Management Act, 1999, as amended, and the rules and regulations promulgated thereunder, restrict us from lending to or borrowing from our Indian subsidiaries. Further the Government of India has recently made and may continue to make revisions to the FDI policy on e-commerce in India (including in relation to business model and permitted services). Such changes may require us to make changes to our business in order to comply with Indian law.

The Companies Act contains significant changes to Indian company law, including in relation to the issue of capital by companies, related party transactions, corporate governance, audit matters, shareholder class actions and restrictions on the number of layers of subsidiaries and corporate social responsibility spending. While most of the provisions of the Companies Act are currently effective, certain provisions of the Companies Act, 1956 remain in effect. See “Item 3. Key Information — D. Risk Factors — Risks Related to Us and Our Industry — Changing Laws, Rules and Regulations and Legal Uncertainties in India, Including Adverse Application of Corporate and Tax Laws, May Adversely Affect Our Business and Financial Performance.”

C. Organizational Structure

The following diagram illustrates our corporate structure and the place of formation and ownership interest of each of our key operating subsidiaries, as of the date of this Annual Report.

LOGO

Notes:

(1)	The operating subsidiaries of Ibibo Group Holdings (Singapore) Pte. Ltd. include ibibo India, Ibibo Group Pte. Limited, Singapore and other insignificant subsidiaries. ibibo India is the ibibo Group’s key Indian operating subsidiary.

(2)	The ITC Group consists of ITC Bangkok Co., Ltd. (Thailand) and other insignificant subsidiaries.

D. Property, Plant and Equipment

Our primary facility is our principal executive office located in Gurgaon, India, which serves as the principal place of business for our MMT India and ibibo Group operations. Our principal executive offices cover approximately 170,707 square feet and is under lease from fiscal year 2017 to fiscal year 2029. Further, we have leased two facilities covering approximately 69,754 square feet and 16,758 square feet facilities in Bangalore and Mumbai, respectively. We have also leased various facilities across other major cities in India.

As of March 31, 2017, we had 16 company-owned travel stores in 15 cities, including one in our office in Gurgaon, 35 franchisee-owned travel stores which primarily sell packages in 32 cities and counters in four major airports in India under our MakeMyTrip brand. Outside of India, we lease offices in New York, Singapore, Kuala Lumpur, Phuket, Bangkok, and Dubai, and we own two offices in Phuket.

ITEM 4A.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our business, financial condition and results of operations should be read in conjunction with “Item 3. Key Information — A. Selected Consolidated Financial Data” and our consolidated financial statements and the related notes included elsewhere in this Annual Report. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in “Item 3. Key Information — D. Risk Factors” and elsewhere in this Annual Report. Actual results could differ materially from those contained in any forward-looking statements. Our financial and operating results for fiscal year 2017 include the financial and operating results of the ibibo Group for the two months ended March 31, 2017 following the completion of our acquisition of the ibibo Group on January 31, 2017.

Overview

We are a leading online travel company in India. Through our primary websites, www.makemytrip.com , www.goibibo.com and www.redbus.in , and mobile platforms, travelers can research, plan and book a wide range of travel services and products in India as well as overseas. Our services and products include air ticketing, hotels and packages, rail tickets, bus tickets, car hire and ancillary travel requirements such as facilitating access to third-party travel insurance and visa processing. In order to meet the requirements of the growing Indian middle class travel market where Internet penetration is relatively low, we also utilize other technology-enhanced distribution channels, including call centers, our travel stores in India, as well as our travel agents’ network in India. Our customers are able to make bookings on our MakeMyTrip, goibibo and redBus mobile sites and on major mobile platforms through our mobile applications, including Indian domestic and international flights, hotels and holiday packages and Indian bus offerings through our iOS and Android applications, Indian domestic flights through our BlackBerry application, and Indian domestic flights and hotels through our Windows Mobile application. We believe that smartphones and mobile devices will become a more integral part of how our customers shop for and purchase our products in the coming years.

We generate revenue through two main lines of business, air ticketing and hotels and packages. Our sales of air tickets and hotel rooms are primarily made through our websites and our mobile applications. Our customers

can book standard flight plus hotel packages on our websites, but the majority of the sales of packages within or outside India are concluded through our call centers, travel stores and travel agents’ network. We also generate revenue through the online sale of rail and bus tickets and by facilitating access to travel insurance, as well as advertising revenue from third-party advertisements on our websites.

In our air ticketing business, our three main sources of revenue are (1) commissions and incentive payments from airline suppliers for tickets booked by customers through our distribution channels, (2) service fees we charge our customers and (3) fees from our GDS service providers. Revenue from our air ticketing business generally represents the commissions, incentive payments and fees we earn as an agent on a “net” basis.

In our hotels and packages business, revenue (including revenue on air tickets sold as part of packages) is generally accounted for on a “gross” basis, representing the total amount paid by our customers for these travel services and products. The cost of procuring the relevant services and products for sale to our customers in this business is classified as service cost. Our hotels and packages revenue also includes commissions we earn for the sale of hotel rooms (without packages), and commissions we earn as an agent from other online travel agents and aggregators from whom we procure hotel rooms for our customers for most hotels outside India, which are accounted for on a “net” basis. We earn commissions in a similar manner for certain non-hotel products related to our packages. Our hotels and packages business tends to yield higher margins than our air ticketing business, which we believe reflects the greater value that our travel services add and the more complex nature of our hotels and packages services as compared to our air ticketing business. We are focused on expanding our hotels and packages business and shifting our revenue mix accordingly.

As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on revenue less service cost, which is a non-IFRS measure, as we believe that revenue less service cost reflects more relevant information about the value addition of the travel services that we provide to our customers. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. Our revenue less service cost may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.

The following table reconciles our revenue (an IFRS measure) to revenue less service cost (a non-IFRS measure):


	Air Ticketing									Hotels and Packages									Other Revenue									Total
	Fiscal Year Ended March 31,									Fiscal Year Ended March 31,									Fiscal Year Ended March 31,									Fiscal Year Ended March 31,
	2015			2016			2017			2015			2016			2017			2015			2016			2017			2015			2016			2017
	(in thousands except percentages)
Revenue	$	74,325		$	78,172		$	118,514		$	220,512		$	251,713		$	314,254		$	4,825		$	6,169		$	14,848		$	299,662		$	336,054		$	447,616
Less:
Service Cost		2,816			1,770			—			157,897			165,264			173,919			—			—			—			160,713			167,034			173,919
Revenue less service cost	$	71,509		$	76,402		$	118,514		$	62,615		$	86,449		$	140,335		$	4,825		$	6,169		$	14,848		$	138,949		$	169,020		$	273,697
% of total revenue less service cost		51.5	%		45.2	%		43.3	%		45.1	%		51.1	%		51.3	%		3.4	%		3.7	%		5.4	%		100.0	%		100.0	%		100.0	%

Key Operating Metrics

Our operating results are affected by certain key metrics that represent overall transaction activity and subsequent financial performance generated by our travel services and products. Three of the most important metrics, which are critical in determining the ongoing growth of our business, are revenue less service cost, gross bookings and net revenue margins.

Revenue from our air ticketing business is generally accounted for on a “net” basis (representing the commissions, incentive payments and fees we earn) and recognized at the time of issuance of air tickets. We account for our air ticketing revenue in this manner as we typically act as an agent and do not assume any

performance obligation after the confirmation of the issuance of tickets. However, on a few occasions, we pre-purchase air ticket inventory in order to enjoy special negotiated rates and revenue from the sale of such tickets is accounted for on a “gross” basis (representing the price of the tickets paid by our customers) as we assume inventory risk on such pre-purchased tickets. The cost of such air tickets is classified as service cost.

Revenue from our hotels and packages business (including air tickets sold as part of packages) is generally accounted for on a “gross” basis, representing the total amount paid by our customers for these travel services and products, as we are the primary obligor and have responsibility for the delivery of services. The cost of procuring the relevant services and products for sale to our customers in this business is classified as service cost. However, our hotels and packages revenue also includes commissions we earn for the sale of hotel rooms (without packages), and commissions we earn as an agent from other online travel agents and aggregators from whom we procure hotel rooms for our customers for most hotels outside India, which are accounted for on a “net” basis. We earn commissions in a similar manner for certain non-hotel products related to our packages. Our hotels and packages revenue is recognized on the check-in date for hotel reservations and the date of departure for packages.

Gross bookings represent the total amount paid by our customers for the travel services and products booked through us, including taxes, fees and other charges, and are net of cancellations, discounts and refunds.

Net revenue margins is defined as revenue less service cost as a percentage of gross bookings and represent the commissions, fees, incentive payments and other amounts earned in our business. We follow net revenue margin trends closely across our various lines of business to gain insight into the profitability of our various businesses.

The following table sets forth the number of transactions, gross bookings and net revenue margins for our air ticketing business, and hotels and packages business during last three fiscal years.


	Fiscal Year Ended March 31,
	2015			2016			2017
	(in thousands, except percentages)
Number of transactions:
Air ticketing		5,432.8			6,960.5			9,379.7
Hotels and packages		1,385.5			3,137.3			6,874.1
Gross bookings:
Air ticketing	$	1,175,379.2		$	1,275,747.8		$	1,545,151.9
Hotels and packages		472,997.6			565,764.7			745,135.6

	$	1,648,376.8		$	1,841,512.5		$	2,290,287.5

Net revenue margins:
Air ticketing		6.1	%		6.0	%		7.7	%
Hotels and packages		13.2	%		15.3	%		18.8	%
Combined net revenue margin for air ticketing and hotels and packages		8.1	%		8.8	%		11.3	%

Factors Affecting Our Results of Operations

Changes in Our Business Mix and Net Revenue Margins. Changes in the Indian air travel industry have affected, and will continue to affect, the revenue per transaction for travel agents, including our company. In particular, volatility in global economic conditions and jet fuel prices in recent years, as well as increased

liquidity constraints, have caused our airline partners to pursue cost reductions in their operations, including reducing distribution costs. Measures taken by airlines to reduce such costs have included reductions in travel agent commissions. Many international airlines which fly to India have also either significantly reduced or eliminated commissions to travel agents. Unlike full-service airlines, low-cost airlines do not generally utilize GDSs for their ticket inventory. As a result, travel agents selling air tickets for low-cost airlines generally do not earn fees from GDSs.

Adverse changes to the overall business and financial climate for the airline industry in India due to various factors including, but not limited to, rising fuel costs, high taxes, significant depreciation of the Indian Rupee as compared to the US dollar making travel for Indian consumers outside India more expensive, and increased liquidity constraints, resulted in airlines in India reducing the base commissions paid to travel agencies. These factors were primarily responsible for causing us to record a net loss of $20.9 million in fiscal year 2014. During fiscal year 2015, the domestic airlines in India continued to reduce the base commissions paid to travel agencies and we spent significantly on marketing and sales promotion expenses to promote transactions on our mobile platforms in India and to promote our international hotels. These factors were mainly responsible for our net loss of $18.4 million in fiscal year 2015. Any consolidation in the airline industry involving our suppliers may also adversely affect our existing relationships and arrangements with such suppliers. During fiscal years 2016 and 2017, we made significant investments in our ongoing customer acquisition programs, such as cash incentives and select loyalty program incentive promotions, to accelerate growth in our standalone hotel booking business in response to increased competition in the domestic travel market in India. This was the primary factor that resulted in our net loss of $88.5 million and $110.3 million, in fiscal year 2016 and 2017, respectively.

The hotels and packages business tends to yield higher margins than the air ticketing business, reflecting the greater value added in respect of the travel services that we provide in the hotels and packages segment as well as the diversity and more complex nature of hotels and packages services as compared with air tickets. We are focused on expanding our hotels and packages business and, accordingly, changing our revenue mix towards our hotels and packages segment.

In fiscal year 2017, our air ticketing net revenue margins (excluding one-time incremental revenue of $9.2 million recognized in the fiscal year 2017 based on quarterly evaluation of trends of refund rights exercised by our customers along with a change in the estimate for provisions for cancelled tickets pursuant to confirmation from vendor) increased to 7.1%. The improvement in net revenue margin in fiscal year 2017 was primarily the result of better negotiated rates with and incentive deals we received from our air ticketing suppliers. Air ticketing transactions and gross bookings growth in fiscal year 2017 was largely driven by the expansion of the travel market in India due to increased domestic travel, new entrants in the air travel market and the expansion of the Indian economy. In fiscal year 2016, our air ticketing net revenue margin decreased marginally to 6.0% from 6.1% in fiscal year 2015.

In fiscal year 2017, our net revenue margins in the hotels and packages business increased to 18.8% from 15.3% in fiscal year 2016. The increase in net revenue margin in fiscal year 2017 was mainly driven by an increase in standalone hotels bookings as a percentage of overall transactions in our hotels and packages business in fiscal year 2017. In fiscal year 2016, our net revenue margins in the hotels and packages business increased to 15.3% from 13.2% in fiscal year 2015. The increase in net revenue margin in fiscal year 2016 was achieved due to better negotiated rates and higher performance linked and other incentives from our suppliers.

Our hotels and packages transactions have increased over the last three fiscal years, increasing from 1.4 million transactions in fiscal year 2015 to 6.9 million transactions in fiscal year 2017, including transactions of the ibibo Group acquired in January 2017. Gross bookings for hotels and packages increased from $473.0 million in fiscal year 2015 to $745.1 million in fiscal year 2017. Revenue less service cost from our hotels and packages business accounted for 45.1%, 51.1% and 51.3% of our total revenue less service cost in fiscal years 2015, 2016 and 2017, respectively. The increase of revenue less service cost in fiscal year 2017 as compared to fiscal year 2016 was due to an increase in gross bookings by 31.7%, a 119.1% increase in the number of transactions and an expansion of net revenue margins from 15.3% in fiscal year 2016 to 18.8% in fiscal year 2017.

Acquisition of the ibibo Group. In January 2017, we undertook a strategic combination with the ibibo Group by way of an acquisition of 100% equity interest in the ibibo Group, which provides online travel services in India. The ibibo Group was founded in 2007 and provides online travel services in India through its consumer travel brands. Our financial and operating results for fiscal year 2017 include the financial and operating results of the ibibo Group for the two months ended March 31, 2017 following the completion of our acquisition of the ibibo Group on January 31, 2017.

Seasonality in the Travel Industry. We experience seasonal fluctuations in the demand for travel services and products offered by us. We tend to experience higher revenues from our hotels and packages business in the second and fourth calendar quarters of each year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India and other markets.

Marketing and Sales Promotion Expenses. Competition in the Indian online travel industry has intensified and the industry is expected to remain highly competitive for the foreseeable future. Increased competition may cause us to increase our marketing and sales promotion expenses in the future in order to compete effectively with new entrants and existing players in the market. We also incur marketing and sales promotion expenses associated with customer inducement and acquisition programs, including cash incentives and select loyalty program incentive promotions, which we offer from time to time on various booking platforms. We may also increase our marketing and sales promotion expenses as a result of our expansion into new markets and such expenses may not be offset by increased revenue particularly at the initial commencement of business in these new markets.

Trends and Changes in the Indian Economy and Travel Industry. Our financial results have been, and are expected to continue to be, affected by trends and changes in the Indian economy and travel industry, particularly the Indian online travel industry. These trends and changes include:

•

growth in the Indian economy and the middle class population in India, as well as increased tourism expenditure in India;

•

increased Internet penetration (particularly broadband penetration) in India;

•

increased use of the Internet for commerce in India;

•

intensive competition from new and existing market entrants, particularly in the Indian online travel industry;

•

capacity and liquidity constraints in the airline industry in India; and

•

increased use of smartphones and mobile devices in India.

US Dollar-Indian Rupee Exchange Rate. The reporting currency of our financial statements is the US dollar. However, the functional currency of our key operating subsidiaries in India, MMT India and ibibo India, is the Indian Rupee. We generate a substantial portion of our revenue in Indian Rupees and substantially all of our costs are borne in Indian Rupees. A majority of our assets and liabilities are also denominated in Indian Rupees.

The financial statements of all our subsidiaries are translated to our reporting currency using relevant exchange rates in accordance with IFRS. In particular, the assets and liabilities of our foreign operations are translated to US dollars at exchange rates as of the relevant reporting date, and the income and expenses of our foreign operations are translated to US dollars at the average of the exchange rates applicable during the relevant reporting period. Foreign exchange gains and losses resulting from the settlement of transactions and from the re-measurement of monetary items at year-end exchange rates are recognized in the profit or loss of the period in which they arise. For the purposes of consolidation, all income and expenses are translated at the average rate of exchange during the period covered by the applicable statement of income and assets and liabilities are translated at the exchange rate prevailing on the balance sheet date. When the US dollar strengthens against the Indian Rupee, our revenue and costs in Indian Rupees converted to US dollars decrease. When the US dollar weakens, our revenue and costs in Indian Rupees converted to US dollars increase.

In the past few years, there have been periods of high volatility in the Indian Rupee and US dollar exchange rate. In fiscal year 2017, the average value of the Indian Rupee depreciated 2.5% against the US dollar as compared to the average value of the Indian Rupee in fiscal year 2016. This volatility is illustrated in the table set forth in the section titled “Exchange Rates.” As a result of the depreciation of the Indian Rupee against the US dollar during fiscal year 2017, our loss on account of foreign exchange fluctuations during fiscal year 2017 was $(1.7) million as compared to $(4.5) million for fiscal year 2016.

Our Revenue, Service Cost and Other Revenue and Expenses

Revenue

We commenced operations in 2000 with a focus on the non-resident Indian market in the United States, primarily servicing its demand for United States to India air tickets. We started our Indian business with the launch of our Indian MakeMyTrip website in September 2005 and acquired the ibibo Group in January 2017. Over time, we have expanded our hotels and packages business, expanded internationally and introduced new non-air services and products such as the sale of rail and bus tickets, car hire and ancillary travel requirements such as facilitating access to third-party travel insurance and visa processing. We also generate advertising revenue from third-party advertisements on our websites. The key travel services we offer are booking of air tickets, hotels and packages. Below is a description of the key components of our revenue.

Air Ticketing. We earn commissions from airlines for tickets booked by customers through our distribution channels as well as incentive payments linked to the number of sales facilitated by us. We either deduct commissions at the time of payment of the fare to our airline suppliers or collect our commissions on a regular basis from our airline suppliers, whereas incentive payments are collected from our airline suppliers on a periodic basis. Incentives earned from airlines are recognized on the basis of performance targets agreed with the relevant airline and when performance obligations have been completed. We charge our customers a service fee for booking airline tickets. We receive fees from our GDS service providers based on the volume of sales completed by us through the GDS. Revenue from air tickets sold as part of packages is eliminated from our air ticketing revenues and added to our hotels and packages revenue.

Hotels and Packages. Revenue from our hotels and packages business generally represents the total amount paid by our customers for these services and products as well as revenue from air tickets sold as part of packages. Our hotels and packages revenue also includes commissions we earn for the sale of hotel rooms (without packages), and commissions we earn as an agent from other online travel agents and aggregators from whom we procure hotel rooms for our customers for most hotels outside India, which are accounted for on a “net” basis. We earn commissions in a similar manner for certain non-hotel products related to our packages. As revenue in our hotels and packages business is accounted for on a “gross” basis, revenue from air tickets sold as part of packages is grossed up to include the fare paid by customers as well as all commissions and fees charged by us, and added to our hotels and packages revenue.

Other Revenue. Our other revenue primarily comprises revenue from commissions or fees from IRCTC for the sale of rail tickets, bus operators for the sale of bus tickets, as well as from Apollo Munich Health Insurance Company Limited and other insurance agents for our facilitation of the access to travel insurance, and third-party advertising on our websites. We also receive fees from aggregators from whom we procure inventory for certain bus tickets, when we book bus tickets through them.

Our business model requires us to act as either an “agent” or the “primary obligor” for the products we sell. Below is a description of our business model where we either act as an “agent” or the “primary obligor”.

•

We earn a majority of our revenue in the air ticketing and hotels business, where we predominantly act as an agent of the airlines and hotels. The airlines or the hotels provide the eventual service on such bookings. We facilitate the transaction for a commission and do not assume any performance obligation relating to the service. Income from the sale of airline tickets and hotel room nights is recognized as an agent on a net commission earned basis, as we do not assume any performance obligation relating to the service.

•

In our packages business, we create packages by bundling air tickets, hotel room nights and other travel services which are then offered as “MakeMyTrip packages”. Accordingly, we act as the primary obligor for such packages since the risks and responsibilities are assumed by us, including the responsibility for delivery of services. For example, if the airline cancels a flight included in the package, we are responsible for providing an alternate flight. Accordingly, in case of MakeMyTrip packages, revenue is accounted for on a ‘gross basis’. The amount collected from the customer is reflected as revenue on a gross basis, and the amount paid to the various vendors whose services are utilized is reflected as ‘cost of service’.

Similarly, if we pre-purchases air ticket or hotel room nights’ inventory in order to avail negotiated rates and assume inventory risk, then sales of such inventory are accounted for on a ‘gross’ basis, and the amount spent to pre-purchase the air ticket or the hotel room night is accounted for as cost of service.

We earn a majority of our revenue from the primary provider of service on transactions where we act as an agent. Our customer in this case is the hotel or the airline to whom services are being provided by us, and we do not assume any performance obligation on the products offered by them. We offer the promotional offers and incentives described elsewhere in this document based on competitive pressures from time to time and in order to encourage a higher number of end-users to experience our booking platforms with a view to gaining market share. Accordingly, in order to effectively represent the underlying business model, revenue and associated costs are presented separately rather than being netted off.

The incentives offered on transactions where we are the primary obligor are netted off from revenue as the risks and responsibilities of the products and services sold on transactions where we are the primary obligor lies with us. Accordingly, on such transactions the incentives are deducted from revenue since revenue and associated cost are offered to the same customer.

Service Cost

Service cost primarily consists of costs paid to hotel and package suppliers for the acquisition of relevant services and products for sale to customers, and includes the procurement cost of hotel rooms and other local services such as sightseeing costs for packages and local transport costs; it does not include any component of personnel cost, depreciation or other operating costs. As revenue from our air ticketing business is generally recognized on a “net” basis, there is typically no service cost associated with our air ticketing business. However, on a few occasions, we pre-purchase air ticket inventory in order to enjoy special negotiated rates and revenue from the sale of such tickets is recognized on a “gross” basis (representing the retail value of the tickets paid by our customers). The cost of such air tickets is classified as service cost.

The following table sets forth revenue recorded on a “gross” basis and on a “net” basis as well as service costs within our air ticketing business, our hotels and packages business and our other revenue during last three fiscal years.


	Air Ticketing						Hotels and Packages						Other Revenue						Total
	Fiscal Year Ended March 31,						Fiscal Year Ended March 31,						Fiscal Year Ended March 31,						Fiscal Year Ended March 31,
	2015		2016		2017		2015		2016		2017		2015		2016		2017		2015		2016		2017
	(in thousands)
Revenue on gross basis	$	3,556	$	2,180	$	—	$	183,255	$	190,546	$	189,079	$	—	$	—	$	—	$	186,811	$	192,726	$	189,079
Revenue on net basis		70,769		75,992		118,514		37,257		61,167		125,175		4,825		6,169		14,848		112,851		143,328		258,537

Revenue	$	74,325	$	78,172	$	118,514	$	220,512	$	251,713	$	314,254	$	4,825	$	6,169	$	14,848	$	299,662	$	336,054	$	447,616
Less:
Service cost		2,816		1,770		—		157,897		165,264		173,919		—		—		—		160,713		167,034		173,919

Revenue less service cost	$	71,509	$	76,402	$	118,514	$	62,615	$	86,449	$	140,335	$	4,825	$	6,169	$	14,848	$	138,949	$	169,020	$	273,697

Personnel Expenses

Personnel expenses primarily consist of wages and salaries and other short-term benefits, employee welfare expenses, contributions to mandatory retirement provident funds as well as other expenses related to the payment of retirement benefits, and equity settled share based payments.

Marketing and Sales Promotion Expenses

Marketing and sales promotion costs consist of internet, television, radio and print media advertisement costs as well as event-driven promotion costs for our products and services. These costs include advertising on websites, television and in print, search engine marketing and other media costs. We also incur marketing and sales promotion expenses associated with customer inducements and acquisitions programs, including cash incentives and select loyalty program incentive promotions, which we offer from time to time on various booking platforms. Marketing and sales promotion costs are recognized when incurred.

We earn a majority of our revenue on transactions where we act as an agent and do not assume any performance obligation on the products booked. Accordingly, to effectively represent the underlying business model, revenue and associated costs are presented separately, and the cash incentives and loyalty reward expenses offered on such bookings as mentioned above are accounted for and reported as marketing and sales promotion expenses. The rationale for the significant increase in such expenses is detailed below.

In fiscal 2016, the Indian travel industry saw a significant shift to online transactions driven by significant growth in the smartphones user base. In the past, most of our customers booked travel services using our websites through their desktop or laptop. In view of the significant increase in smartphone penetration, in fiscal 2016 the percentage of our standalone hotel bookings made over mobile almost doubled in a year to over 60% of total online bookings. Keeping in view the changing trend of the platform being used by customers for online search and bookings (i.e. increasingly moving towards mobile site or mobile applications), we had to create direct engagement programs to attract and retain customers. Accordingly, in fiscal 2016 we introduced various marketing and promotional schemes such as cash incentives and loyalty programs to acquire and retain online customers in India.

In fiscal 2017, the shift to online transactions in the Indian travel industry continued with increased Internet penetration in India driven by further growth in the smartphones user base. The percentage of our standalone hotel bookings made over mobile increased to over 74% of total online bookings. In addition, the ibibo Group, which we acquired in January 2017, also had a variety of similar marketing and promotional schemes such as cash incentives and loyalty programs offered under the “goibibo” and “redbus” brands.

We have offered these customer inducement and acquisition programs from time to time on our various booking platforms. Below are further details as requested regarding the cash back incentives, upfront cash incentives and e-wallet loyalty programs that we offer from time to time:

•

Cash back incentives : Under this scheme, the end-customers are offered certain predefined cash back based on the terms offered at the time of sale. We enter into specific agreements with various banks for joint promotional offers pursuant to which the cost of cash back promotional incentive is shared between us and the bank and is agreed before rolling out such schemes to the end-customers. On eligible transactions, the cash back is credited in the end-customer’s credit card or bank account by the participating bank within a certain period as per the terms communicated at the time of the transaction.

We share details of eligible bookings made under the promotional offer with the respective banks with whom such promotional offers were run. The bank reconciles the details shared with transactions recorded on their platform and credits the amounts in the end-customers’ account. It is the bank’s obligation to pay the end-customer on the basis of the promotional offer made at the time of sale. After the completion of the offer period, bank sends an invoice to us to recover the portion of the cost which

has to be borne by us. We verify the invoice with its bookings under the respective promotional offers based on the agreement entered with bank and pays the eligible cash back amount to the bank.

•

Upfront cash incentives : Under this scheme, an upfront e-cash incentive is offered to end-customers at the time of booking on eligible online transactions as part of our customer inducement and retention strategy, primarily in the hotels business. The cash incentive to be offered on each sale is predetermined by us and the end-customer is required to select from among the various promotional offers. Upon such selection, the customer becomes eligible for an upfront cash incentive. The quantum of this incentive is based on the gross value of the transaction in order to induce the end-customer and is not linked to the commission earned by us as an agent from the hotels.

•

E-wallet loyalty program : As part of our loyalty program and to drive repeat behavior, we have created a captive E-wallet program. Under this program, we give cash back through on eligible online transactions to our customers as part of our inducement and retention plan and to effectively promote cross-sales across different business segments. The cash back is given in our customers’ E-wallet account, which can only be used for future bookings to be made with us, subject to certain monetary restrictions and other terms and conditions.

At the time of sale, we offer cash back to customer in E-wallet. The cash back to be offered on each sale is predetermined by us, and the customer is required to select from among the various promotional offers. Upon such selection, the customer becomes eligible for the cash back in our E-wallet. Our liability is to honor the promotional offer and credit the amount in customer’s E-wallet which can be used by the customer in future bookings in accordance with the terms and conditions relating to utilization of the balance in E-wallet, which also has an expiration date.

Other Operating Expenses

Other operating expenses primarily consist of, among other things, charges by payment gateway providers and fees paid to our outsourcing service providers for our call center service and other functions.

Depreciation, Amortization and Impairment

Depreciation consists primarily of depreciation expense recorded on property and equipment, such as computers and office furniture, fixtures and equipment, buildings, leasehold improvements, motor vehicles and power backup generators at certain of our offices, including our corporate office in Gurgaon, India. Amortization expense consists primarily of amortization recorded on intangible assets including technology-related development expenses, software and intangible assets acquired in business combinations. Impairment expenses consist of losses on account of certain intangibles assets no longer being used in business.

Finance Income

Finance income primarily comprises interest income on funds invested, change in financial liability and net gain on change in fair value of derivatives. Interest income is recognized as it accrues in profit or loss, using the effective interest method.

Finance Costs

Finance costs primarily comprises interest expense on borrowings, change in financial liability, net loss on change in fair value of derivatives, impairment losses recognized on financial assets, including trade and other receivables, costs related to public offerings and costs related to convertible notes. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method.

Foreign currency gains and losses are reported on a net basis as a component of finance income and costs.

Foreign Currency Translation

We report our consolidated financial statements in US dollars, which is the functional currency of our holding company and certain of our subsidiaries. The functional currency of each of our subsidiaries is the currency in which each subsidiary primarily generates and expends cash. The financial statements of all our subsidiaries with functional currencies other than US dollars are translated to our holding company’s reporting currency using relevant exchange rates in accordance with IFRS. In particular, the assets and liabilities of our foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to US dollars at exchange rates as of the relevant reporting date, and the income and expenses of our foreign operations are translated to US dollars at the average of the exchange rates applicable during the relevant reporting period. Adjustments resulting from the translations of financial statements of our subsidiaries, except for subsidiaries whose functional currency is US dollars, from their functional currency to our reporting currency are accumulated and reported as other comprehensive income (loss), which is a separate component of our shareholders’ equity. See also “— Quantitative and Qualitative Disclosures about Market Risk — Foreign Exchange Risk.”

Critical Accounting Policies

Certain of our accounting policies require the application of judgment by our management in selecting appropriate assumptions for calculating financial estimates, which inherently contain some degree of uncertainty. Our management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported carrying values of assets and liabilities and the reported amounts of revenues and expenses that may not be readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following are the critical accounting policies and related judgments and estimates used in the preparation of our consolidated financial statements. Our management has discussed the application of these critical accounting estimates with our board of directors and audit committee. For more information on each of these policies, see “Note 3 — Significant Accounting Policies” in the notes to our consolidated financial statements included in this Annual Report.

Revenue Recognition

We derive our revenue primarily from two sources: air ticketing and hotels and packages.

Revenue from our air ticketing business is primarily generated from our websites and mobile applications whereas revenue from our hotels and packages business is generated through our websites and mobile applications along with call centers, travel stores and travel agents’ network. We also generate revenue through the sale of rail and bus tickets, facilitating access to travel insurance and advertising revenue from third-party advertisements on our websites.

Air Ticketing . Income from our air ticketing business comprises commissions and incentive payments from airline suppliers, service fees charged to customers and fees from our GDS service providers. Income from the sale of airline tickets is recognized as an agent on a net commission earned basis, as the Group does not assume any performance obligation post the confirmation of the issuance of an airline ticket to the customer. Where the Group has procured advance coupons of airline tickets for an anticipated future demand from customers and assumes the risk of not utilizing the coupons at its disposal, income from the sale of such airline tickets is accounted on gross basis. The costs of such air tickets are classified as service cost. Incentives from airlines are recognized when the performance obligations under the incentive schemes are achieved.

Hotels and Packages. Income from hotel reservations including commission earned is recognized on a net basis as an agent on the date of check-in as the Group does not assume any performance obligation post the

issuance of hotel confirmation voucher to the customer. Where the Group has pre-booked the hotel room nights for an anticipated future demand from the customers and assumes the risk of not utilizing the available hotel room nights at its disposal, income from the sale of such hotel room nights is accounted on gross basis. Performance linked incentives from hotels are recognized as income on achievement of performance obligations. Income from tours and packages, including income on airline tickets sold to customers as a part of tours and packages is accounted on gross basis as the Group is determined to be the primary obligor in the arrangement i.e., the risks and responsibilities are taken by the Group including the responsibility for delivery of services. Income from tours and packages also includes amounts received from hotel vendors against online promotions of hotels brands on our websites.

Other Revenue. We also earn commissions and fees from railway and bus operators, earn fees by facilitating access to travel insurance policies to our customers and generate revenue from third-party advertisements on our websites. Income from these other sources is recognized as the services are being performed.

Income from bus ticketing, including commissions and fees earned from bus operators, convenience fees from customers is recognized on a net basis as an agent on the date of journey as we do not assume any performance obligation post the confirmation of the issuance of the ticket to the customer.

We recognize revenue when we have persuasive evidence of an arrangement in respect of services to be provided, where such services have been rendered, and the fee is determinable and collectability is reasonably assured. We conclude that we have persuasive evidence of an arrangement when we enter into a legally enforceable agreement with our customers with terms and conditions that describe the service and the related payments. We consider fees to be determinable when services have been provided in accordance with the agreement, i.e. upon booking of the air ticket in the case of airline ticketing revenue, upon date of departure in the case of packages and upon check-in in the case of hotels. As the customer is primarily required to pay the amount at the time of transaction, collectability is reasonably assured.

Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event of cancellation of airline tickets, revenue recognized in respect of commissions earned by our company on such tickets is reversed and is net off from our revenue earned during the fiscal period at the time of cancellation. In addition, a liability is recognized in respect of the refund due to our customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of packages and hotel reservations is recognized on the customer’s departure and check-in dates, respectively. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon the use of services by the customer.

Our revenues are recognized on a “net” basis when we are acting as an agent, and on a “gross” basis when we are the “primary obligor.” See “— Our Revenue, Service Cost and Other Revenue and Expenses — Revenue.”

Service Cost

Service cost primarily consists of costs paid to hotel and package suppliers for the acquisition of relevant services and products for sale to customers, and includes the procurement cost of hotel rooms and other services. Service costs also include costs of pre-purchased air tickets coupons in respect of sale of airline tickets for an anticipated future demand from customers and assumes the risk of not utilizing the coupons at its disposal, and cost of pre-booked hotel room nights for an anticipated future demand from the customers and assumes the risk of not utilizing the available hotel room nights at its disposal.

Service costs are the amount paid or accrued against procurement of these services and products from the respective suppliers and do not include any other operating cost to provide these services or products. Service costs are recognized when incurred, which coincides with the recognition of the corresponding revenue.

Marketing and Sales Promotion Costs

Marketing and sales promotion costs consist primarily of internet, television, radio and print media advertisement costs, as well as event-driven promotion costs for our products and services. These costs include advertising on websites, television, print formats, search engine marketing and any other media costs. We also incur marketing and sales promotion expenses associated with customer inducements and acquisitions programs, including cash incentives and select loyalty program incentive promotions, which we offer from time to time on various booking platforms. Marketing and sales promotion costs are recognized when incurred.

Other Operating Costs

Other operating costs include costs such as payment gateway charges, web hosting charges and outsourcing fees, which are recognized on an accrual basis.

Depreciation, Amortization and Impairment

Depreciation, amortization and impairment costs are based on the estimated useful lives of the assets.

Accounting Estimates

While preparing our financial statements, we make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent liabilities as of the date of our financial statements and the reported amount of revenues and expenses for the relevant reporting period. As additional information becomes available or periodically, in accordance with relevant accounting principles or policies, we reassess our estimates. Such revisions in our estimates could materially impact our results of operations and our financial position. We believe that the estimates used in the preparation of our consolidated financial statements are prudent and reasonable. Actual results could differ from these estimates. Certain of our accounting policies require higher degree of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on management’s judgment.

Business Combinations, Goodwill and Intangible Assets

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to us. Control exists when the parent has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns by using its power over the entity. Power is demonstrated through existing rights that give the ability to direct relevant activities, including those which significantly affect the entity’s returns.

The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. The cost of acquisition also includes the fair value of contingent or deferred consideration, if any. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business combination are expensed as incurred, except if related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to remuneration of employees or former owners of the acquiree for future services. Such amounts are recognized in profit or loss as compensation cost.

Goodwill represents excess of the cost of acquisition over our share in the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. If the excess is negative, a bargain purchase gain is recognized immediately in the profit or loss. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses, if any.

Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment losses, if any.

Intangible assets acquired in a business combination are amortized on a straight-line basis over their estimated useful lives that reflect the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful lives are as follows:


• Customer — related intangible assets			7-10 years
• Contract — related intangible assets			5-6 years
• Marketing — related intangible assets			7-10 years
• Software			3-5 years
• Technology-related development costs			2-5 years
• Favorable lease contract term — related intangible assets			7 years

Convertible Notes

Our 4.25% convertible notes due 2021 were convertible into ordinary shares at an initial conversion price of $21.45 per share, representing an initial conversion rate of 46.62 ordinary shares per $1,000 principal amount of the convertible notes. The liability component of the convertible notes was initially recognized at fair value less any directly attributable transaction costs. Directly attributable transaction costs were allocated to the liability component and the conversion option in proportion to their initial carrying amounts. A conversion option which is not settled by delivering a fixed number of equity instruments for a fixed amount of cash is accounted for separately from the liability component as a derivative and initially accounted for at fair value. Subsequent to initial recognition, the liability component of the convertible notes was measured at amortized cost using the effective interest method. The conversion option was subsequently measured at fair value at each reporting date with changes in fair value recognized as profit or loss. The conversion option was presented together with the related liability. On October 28, 2016, we issued an aggregate of 9,857,028 ordinary shares (comprising 659,939 ordinary shares issued from treasury shares held by us and 9,197,089 new ordinary shares) to Ctrip upon conversion of all its convertible notes.

Available-for-sale Financial Assets

Available-for-sale financial assets are non-derivative financial assets that are either designated as available-for-sale or are not classified in any of the other categories. Available-for-sale financial assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and any changes, other than impairment losses, are recognized in other comprehensive income (loss) and presented within equity in the fair value reserve. When such assets are derecognized, the cumulative gain or loss in other comprehensive income (loss) is transferred to profit or loss. Available-for-sale financial assets comprise of equity securities and right acquired under business combination.

Impairment Loss on Trade and Other Receivables

We estimate the amount of uncollectible receivables each period and establish an impairment loss for uncollectible amounts. We provide impairment loss based on (i) our specific assessment of the collectability of all significant amounts; and (ii) any specific knowledge we have acquired that might indicate that an amount is uncollectible. The assessments reflect management’s best assumptions and estimates. Significant management judgment is involved in estimating these factors, and they include inherent uncertainties. Management periodically evaluates and updates the estimates based on the conditions that influence these factors. The variability of these factors depends on a number of conditions, including uncertainty about future events, and thus our accounting estimates may change from period to period.

Impairment of Non-Financial Assets

The carrying amounts of our non-financial assets, primarily property, plant and equipment, technology-related development cost, software and other intangible assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment. An impairment loss is recognized if the carrying amount of an asset or cash generating unit, or CGU, exceeds its recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assumptions of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated to that level at which impairment testing is performed which reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to a group of CGUs that are expected to benefit from the synergies of the combination.

Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (or group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (or group of CGUs) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Share-based Payment Transactions

Our employees receive remuneration in the form of equity instruments for rendering services over a defined vesting period. The value of equity instruments granted to our employees is measured by reference to the fair value of the instrument at the relevant date of grant. We record an expense for the value of such equity instruments granted and record an increase to our equity.

The equity instruments generally vest in tranches over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches. We recognize share-based compensation net of an estimated forfeiture rate and therefore only recognize compensation cost for those shares expected to vest over the service period of the award.

We apply the Black-Scholes valuation model in determining the fair value of options granted, which requires the input of highly subjective assumptions, including the expected life of the share option, share price volatility, and the pre-vesting option forfeiture rate. Expected life is based on historical exercise patterns, which we believe are representative of future behavior. We estimate expected volatility at the date of grant based on historical volatility of comparable companies for the period equal to the expected term of the options. Expected dividends percentage is taken as zero as we do not anticipate issuing dividends. The risk-free interest rate is the yield on a treasury bond with a remaining term equal to the expected option life assumed at the date of grant. The assumptions used in calculating the fair value of share options represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. In addition, we are required to estimate share-based compensation expense net of estimated forfeitures. In determining the estimated forfeiture rates for share-based awards, we periodically conduct an assessment of the actual number of equity awards that have been forfeited to date as well as those expected to be forfeited in the future. We consider many factors when estimating expected forfeitures, including the type of award, the employee class and historical

experience. If our actual forfeiture rate is materially different from our estimate, the share-based compensation expense could be significantly different from what we have recorded in the current period.

In the future, if we elect to use different assumptions under the Black-Scholes valuation model, it could result in a significantly different impact on our net income or loss.

Estimated Useful Lives of Property, Plant and Equipment and Technology-related Development Cost

Property, Plant and Equipment. In accordance with International Accounting Standards, or IAS, 16, “ Property, Plant and Equipment ,” we estimate the useful lives of property, plant and equipment in order to determine the amount of depreciation expense to be recorded during any reporting period. If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may have to be shortened, resulting in the recognition of increased depreciation expense in future periods. Likewise, if anticipated technological or other changes occur more slowly than expected, the useful lives could be extended. This could result in a reduction of depreciation expense in future periods.

Technology-related Development Cost. Technology-related development costs representing all directly attributable development costs and including vendor invoices towards costs of design, configuration, coding, installation and testing of our websites and mobile platforms are capitalized until implementation. Upon implementation, the asset is amortized to expense over its estimated useful life. Ongoing technology-related post-implementation costs of operation and application maintenance are charged to expense as incurred. In accordance with IAS 38 “Intangible Assets,” technology-related development costs also include costs incurred on development related to internally generated intangible assets which have been capitalized on meeting the criteria of technical feasibility, future economic benefit, marketability and being separately identifiable.

Other Intangible Assets

Other intangible assets comprise software that are acquired by the Group and intangible assets acquired in a business combination. Software has finite useful lives and is measured at cost less accumulated amortization and accumulated impairment losses. Cost includes any directly attributable expenses necessary to make the assets ready for use. Intangible assets acquired in a business combination are measured at fair value as at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment losses, if any.

Subsequent expenditure is capitalized only when it is probable that future economic benefits derived from the cost incurred will flow to the enterprise and the cost of the item can be reliably determined. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

Amortization of assets, other than goodwill, is calculated over the cost of the assets, or other amount substituted for cost, less its residual value. Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Amortization methods, useful lives and residual values are reviewed at each financial year-end and adjusted as appropriate.

Income Tax

Income tax comprises current and deferred tax. Income tax expense is recognized in our profit or loss, except to the extent it relates to items directly recognized in equity, in which case it is recognized in equity.

Current Income Tax. As part of the process of preparing our consolidated financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. We are subject to tax

assessments in each of these jurisdictions. A tax assessment can involve complex issues, which may only be resolved over extended time periods. Although we have considered all these issues in estimating our income taxes, there could be an unfavorable resolution of such issues that may affect our results of operations.

Current income tax for our current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for that period. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

The amount of income tax we pay is subject to evaluation of assessment proceedings by income tax authorities, which may result in adjustments to our carried forward tax losses. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We believe we have adequately provided for any reasonably foreseeable outcome related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, tax examinations are closed or when statutes of limitation on potential assessments expire. As a result, our effective tax rate may fluctuate significantly.

Deferred Income Tax. We recognize deferred income tax using the balance sheet approach. Deferred tax is recognized on temporary differences as of the relevant reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. We recognize a deferred tax asset only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences and tax loss carry forwards can be utilized.

We consider many factors when assessing the likelihood of future realization of our deferred tax assets, including our recent earnings experience by jurisdiction, expectations of future taxable income, and the carry forward periods available to us for tax reporting purposes, as well as other relevant factors. Due to inherent complexities arising from the nature of our businesses, future changes in income tax law or variances between our actual and anticipated operating results, we assess the likelihood of future realization of our deferred tax assets based on our judgments and estimates. Therefore, actual income taxes could materially vary from these judgments and estimates.

The measurement of deferred tax assets involves judgment regarding the deductibility of costs not yet subject to taxation and estimates regarding sufficient future taxable income to enable utilization of unused tax losses in different tax jurisdictions. All deferred tax assets are subject to review of probable utilization. If, however, unexpected events occur in the future that would prevent us from realizing all or a portion of our net deferred tax assets, an adjustment would result in a charge to income in the period in which such determination was made.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities which intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities simultaneously.

Results of Operations

The following table sets forth a summary of our consolidated statement of profit or loss, both actual amounts and as a percentage of total revenue, for the periods indicated.


	Fiscal Year Ended March 31,
	2015						2016						2017
	Amount			%			Amount			%			Amount			%
	(in thousands, except percentages)
Revenue	$	299,662			100.0		$	336,054			100.0		$	447,616			100.0
Other Income		853			0.3			1,014			0.3			363			0.1
Service cost		(160,713	)		(53.6	)		(167,034	)		(49.7	)		(173,919	)		(38.9	)
Personnel expenses		(44,318	)		(14.8	)		(49,018	)		(14.6	)		(73,736	)		(16.5	)
Marketing and sales promotion expenses		(42,724	)		(14.3	)		(108,966	)		(32.4	)		(224,424	)		(50.1	)
Other operating expenses		(59,345	)		(19.8	)		(67,954	)		(20.2	)		(81,585	)		(18.2	)
Depreciation, amortization and impairment		(7,955	)		(2.7	)		(10,923	)		(3.3	)		(29,702	)		(6.6	)
Results from operating activities		(14,540	)		(4.9	)		(66,827	)		(19.9	)		(135,387	)		(30.2	)
Finance income		3,168			1.1			1,586			0.5			45,268			10.1
Finance costs		(6,712	)		(2.2	)		(20,327	)		(6.0	)		(18,289	)		(4.1	)
Impairment in respect of an equity-accounted investee		—			—			(959	)		(0.3	)		—			—
Share of loss of equity-accounted investees		(139	)		(0.0	)		(1,860	)		(0.6	)		(1,702	)		(0.4	)
Profit (Loss) before tax		(18,223	)		(6.1	)		(88,387	)		(26.3	)		(110,110	)		(24.6	)
Income tax benefit (expense)		(135	)		(0.0	)		(155	)		(0.0	)		(193	)		(0.0	)
Profit (Loss) for the year		(18,358	)		(6.1	)		(88,542	)		(26.3	)		(110,303	)		(24.6	)

Fiscal Year 2017 Compared to Fiscal Year 2016

Revenue . We generated revenue of $447.6 million in fiscal year 2017, an increase of 33.2% over revenue of $336.1 million in fiscal year 2016.

Air Ticketing. Revenue from our air ticketing business increased by 51.6% to $118.5 million in fiscal year 2017 from $78.2 million in fiscal year 2016. In fiscal year 2017, we recognized incremental revenue of $9.2 million based on quarterly evaluation of trends of refund rights exercised by our customers along with a change in the estimate for provisions for cancelled tickets pursuant to confirmation from vendor. Our revenue less service costs increased by 55.1% to $118.5 million in fiscal year 2017 (43.0% excluding incremental revenue of $9.2 million in fiscal year 2017) from $76.4 million in fiscal year 2016.

This growth was driven by a year-on-year increase of 34.8% in air ticketing transactions in fiscal year 2017 and an increase in gross bookings of 21.1% to $1.5 billion in fiscal year 2017 from $1.3 billion in fiscal year 2016, along with the contribution of air ticketing revenue from the ibibo Group. Air ticketing transactions and gross bookings growth in 2017 was largely driven by the expansion of the travel market in India due to increased domestic travel, new entrants in the air travel market and the expansion of the Indian economy. Our net revenue margin improved from 6.0% in fiscal year 2016 to 7.7% in fiscal year 2017 ( 7.1% excluding incremental revenue of $9.2 million in fiscal year 2017).

Hotels and Packages. Revenue from our hotels and packages business increased by 24.8% to $314.3 million in fiscal year 2017 from $251.7 million in fiscal year 2016. Our revenue less service costs increased by 62.3% to $140.3 million in fiscal year 2017 from $86.5 million in fiscal year 2016. This growth was due to an increase in gross bookings by 31.7% and a 119.1% increase in the number of transactions along with the contribution of hotels and packages revenue from the ibibo Group. Our net revenue margins improved from 15.3% in fiscal year 2016 to 18.8% in fiscal year 2017, which was mainly driven by an increase in standalone hotels bookings as a percentage of overall hotels and packages bookings. Standalone hotel bookings increased in fiscal year 2017 as

we maintained our market share while the total number of transactions booked online increased, primarily due to greater internet penetration in India.

Other Revenue. Our other revenue increased to $14.8 million in fiscal year 2017 from $6.2 million in fiscal year 2016, primarily due to the contribution of bus ticketing revenue from the ibibo Group consolidation and an increase in facilitation fees on travel insurance.

Other Income. Our other income was $0.4 million in fiscal year 2017, primarily due to the write-back of amounts that we had previously provided for but that are no longer required. Our other income accounted for $1.0 million in fiscal year 2016, primarily due to the acquisition of a technology platform license.

Service Cost . Service cost increased to $173.9 million in fiscal year 2017 from $167.0 million in fiscal year 2016, mainly as a result of an increase in the transaction volume in our hotels and packages business in fiscal year 2017.

Total Revenue less Service Costs. Our total revenue less service costs increased by 61.9% to $273.7 million in fiscal year 2017 from $169.0 million in fiscal year 2016. This growth resulted from a 62.3% increase in our hotels and packages revenue less service costs, an increase of 55.1% in our air ticketing revenue less service costs and an increase of 140.7% in other revenue. For further information and a reconciliation of this non-IFRS measure to the most directly comparable IFRS measure (revenue), see “— Certain Non-IFRS Measures” elsewhere in this Annual Report.

Personnel Expenses . Personnel expenses increased by 50.4% to $73.7 million in fiscal year 2017 from $49.0 million in fiscal year 2016. This increase was primarily due to higher employee share-based compensation costs mainly relating to the ibibo Group acquisition, an annual increase in wages in fiscal year 2017 and an increase in employee headcount mainly in our hotels and packages business. The employee share-based compensation costs also include a one-time charge of $9.0 million as part of the ibibo Group acquisition. Excluding employee share-based compensation costs, personnel expenses as a percentage of net revenue decreased by 3.8% from fiscal year 2016 to fiscal year 2017.

Marketing and sales promotion expenses. Marketing and sales promotion expenses increased by 106.0% to $224.4 million in fiscal year 2017 from $109.0 million in fiscal year 2016, primarily as a result of significant investments in our ongoing customer acquisition and inducement programs incurred to accelerate growth in our standalone hotel booking business, along and higher marketing expenses related to mobile application downloads and referral costs by $8.1 million and brand advertisement expenses by $8.9 million in fiscal year 2017, along with the contribution of marketing and sales promotion expenses of the ibibo Group. For more information on our customer acquisition and inducement programs, see “— Our Revenue, Service Cost and Other Revenue and Expenses — Marketing and Sales Promotion Expenses.”

Other Operating Expenses. Other operating expenses increased by 20.1% to $81.6 million in fiscal year 2017 from $68.0 million in fiscal year 2016, primarily as a result of an increase in legal and professional expenses of $7.7 million and payment gateway charges of $2.2 million, in line with the growth in our business and the contribution of other operating expenses of the ibibo Group. Other operating expenses for fiscal year 2017 also include merger and acquisition related expenses of $6.0 million in fiscal year 2017 compared to $0.2 million in fiscal year 2016, comprising legal and professional expenses, other expenses associated with our acquisition of the ibibo Group and certain non-routine transactions, whether or not consummated.

Depreciation, Amortization and Impairment. Our depreciation, amortization and impairment expenses increased by 171.9% to $29.7 million in fiscal year 2017 from $10.9 million in fiscal year 2016, primarily as a result of impairment of goodwill and brands related to the Hotel Travel Group of $14.6 million as we decided to significantly reduce our Hotel Travel Group operations during the fourth quarter of fiscal year 2017 and an increase in amortization costs on acquisition-related intangibles following the ibibo Group acquisition.

Results from Operating Activities . As a result of the foregoing factors, our results from operating activities was a loss of $135.4 million in fiscal year 2017 compared to a loss of $66.8 million in fiscal year 2016. We had an adjusted operating loss of $83.7 million in fiscal year 2017 compared with an adjusted operating loss of $50.1 million in fiscal year 2016. For a description of the components and calculation of “adjusted operating profit (loss)” and a reconciliation of this non-IFRS measure to the most directly comparable IFRS measure (results from operating activities), see “— Certain Non-IFRS Measures” elsewhere in this Annual Report.

Finance Income. Our finance income increased to $45.3 million in fiscal year 2017 from $1.6 million in fiscal year 2016, primarily as a result of the net gain from change in fair value of derivative financial instrument related to convertible notes of $42.4 million in fiscal year 2017.

Finance Costs. Our finance costs decreased to $18.3 million in fiscal year 2017 as compared to $20.3 million in fiscal year 2016, primarily due to interest expense on financial liabilities measured at amortized cost of $8.6 million and amortization of deferred difference of $5.9 million in fiscal year 2017 which was offset by interest expense on financial liabilities measured at amortized cost of $3.8 million and net loss from change in fair value of derivative financial instrument of $9.0 million in fiscal year 2016 relating to convertible notes outstanding.

Loss for the year . As a result of the foregoing factors, our loss in fiscal year 2017 was $110.3 million as compared to a loss of $88.5 million in fiscal year 2016. We had an adjusted net loss of $99.2 million in fiscal year 2017 compared to an adjusted net loss of $58.3 million in fiscal year 2016. For a description of the components and calculation of “adjusted net profit (loss)” and a reconciliation of this non-IFRS measure to the most directly comparable IFRS measure (profit (loss)), see “— Certain Non-IFRS Measures” elsewhere in this Annual Report.

Diluted loss per share. Diluted loss per share was $2.09 in fiscal year 2017 as compared to diluted loss per share of $2.12 in fiscal year 2016. We had an adjusted diluted loss per share of $1.88 in fiscal year 2017 as compared to an adjusted diluted loss per share of $1.40 in fiscal year 2016. For a description of the components and calculation of a “adjusted diluted earnings (loss) per share” and a reconciliation of this non-IFRS measure to the most directly comparable IFRS measure (diluted earnings (loss) per share), see “— Certain Non-IFRS Measures” elsewhere in this Annual Report.

Fiscal Year 2016 Compared to Fiscal Year 2015

Revenue . We generated revenue of $336.1 million in fiscal year 2016, an increase of 12.1% over revenue of $299.7 million in fiscal year 2015.

Air Ticketing. Revenue from our air ticketing business increased by 5.2% to $78.2 million in fiscal year 2016 from $74.3 million in fiscal year 2015. Our revenue less service costs increased by 6.8% to $76.4 million in fiscal year 2016 from $71.5 million in fiscal year 2015. This growth was driven by a year-on-year increase of 28.1% in air ticketing transactions for fiscal year 2016 and an increase in gross bookings of 8.5% to $1.3 billion in fiscal year 2016 from $1.2 billion in fiscal year 2015 partially offset by a decrease in net revenue margin from 6.1% in fiscal year 2015 to 6.0% in fiscal year 2016. Air ticketing transactions and gross bookings growth in 2016 was largely driven by the expansion of the travel market in India due to increased domestic travel, new entrants in the air travel market and the expansion of the Indian economy.

Hotels and Packages. Revenue from our hotels and packages business increased by 14.1% to $251.7 million in fiscal year 2016 from $220.5 million in fiscal year 2015. Our revenue less service costs increased by 38.1% to $86.5 million in fiscal year 2016 from $62.6 million in fiscal year 2015. This growth was due to an increase in gross bookings by 19.6%, a 126.4% increase in the number of transactions and an expansion of net revenue margins from 13.2% in fiscal year 2015 to 15.3% in fiscal year 2016. The increase in net revenue margin in fiscal year 2016 was due to better negotiated rates and higher performance linked and other incentives from our

suppliers. The year-on-year transaction growth in this segment was driven by strong growth in our standalone hotel booking business.

Other Revenue. Our other revenue increased to $6.2 million in fiscal year 2016 from $4.8 million in fiscal year 2015, primarily due to an increase in facilitation fees from travel insurance sales.

Other Income. Our other income was $1.0 million in fiscal year 2016, primarily due the acquisition of a technology platform license. Our other income accounted for $0.9 million in fiscal year 2015, primarily due to write-back of amounts that we had previously provided for but that were no longer required to be provided for.

Service Cost . Service cost increased to $167.0 million in fiscal year 2016 from $160.7 million in fiscal year 2015, mainly as a result of an increase in the transaction volume in our hotels and packages business in fiscal year 2016.

Total Revenue less Service Costs. Our total revenue less service costs increased by 21.6% to $169.0 million in fiscal year 2016 from $138.9 million in fiscal year 2015. This growth resulted from a 38.1% increase in our hotels and packages revenue less service costs and an increase of 6.8% in our air ticketing revenue less service costs. For further information and a reconciliation of this non-IFRS measure to the most directly comparable IFRS measure (revenue), see “— Certain Non-IFRS Measures” elsewhere in this Annual Report.

Personnel Expenses . Personnel expenses increased by 10.6% to $49.0 million in fiscal year 2016 from $44.3 million in fiscal year 2015. This increase was on account of higher employee share-based compensation costs of $13.7 million in fiscal year 2016 as against $12.3 million in fiscal year 2015 and an annual increase in wages in fiscal year 2016. Excluding employee share-based compensation costs, personnel expenses as a percentage of net revenue decreased by 2.1% from fiscal year 2015 to fiscal year 2016.

Marketing and sales promotion expenses. Marketing and sales promotion expenses increased by 155.0% to $109.0 million in fiscal year 2016 from $42.7 million in fiscal year 2015 mainly as a result of cash incentives and loyalty reward expenses incurred as part of our customer acquisition and inducement programs to accelerate growth in our standalone hotel booking business in response to increased competition in the domestic travel market in India, and higher marketing expenses related to mobile application download and referral cost by $8.7 million and brand advertisement expenses by $5.0 million in fiscal year 2016 which was partially offset by higher online marketing expenses in ETB Group of $5.4 million in fiscal year 2015. For more information on our customer acquisition and inducement programs, see “— Our Revenue, Service Cost and Other Revenue and Expenses — Marketing and Sales Promotion Expenses.”

Other Operating Expenses. Other operating expenses increased by 14.5% to $68.0 million in fiscal year 2016 from $59.3 million in fiscal year 2015, primarily as a result of an increase in outsourcing expenses of $2.2 million and payment gateway charges of $1.7 million, in line with the growth in our business.

Depreciation, Amortization and Impairment. Our depreciation, amortization and impairment expenses increased by 37.3% to $10.9 million in fiscal year 2016 from $8.0 million in fiscal year 2015, primarily as a result of impairment of certain technology-related intangibles assets no longer used in business and due to an increase in amortization costs on acquisition-related intangibles and technology-related developments and software.

Results from Operating Activities . As a result of the foregoing factors, our results from operating activities was a loss of $66.8 million in fiscal year 2016 compared to a loss of $14.5 million in fiscal year 2015. We had an adjusted operating loss of $50.1 million in fiscal year 2016 compared to an adjusted operating profit of $0.5 million in fiscal year 2015. For a description of the components and calculation of “adjusted operating profit (loss)” and a reconciliation of this non-IFRS measure to the most directly comparable IFRS measure (results from operating activities), see “— Certain Non-IFRS Measures” elsewhere in this Annual Report.

Finance Income. Our finance income decreased to $1.6 million in fiscal year 2016 from $3.2 million in fiscal year 2015, primarily as a result of an increase in interest income on term deposits with banks in fiscal year 2015.

Finance Costs. Our finance costs increased to $20.3 million in fiscal year 2016 as compared to $6.7 million in fiscal year 2015, primarily due to the net change in fair value of derivative financial instrument of $9.0 million and interest expense of $3.4 million on convertible notes.

Loss for the year . As a result of the foregoing factors, our loss in fiscal year 2016 was $88.5 million as compared to a loss of $18.4 million in fiscal year 2015. We had an adjusted net loss of $58.3 million in fiscal year 2016 compared to an adjusted net loss of $2.6 million in fiscal year 2015. For a description of the components and calculation of “adjusted net profit (loss)” and a reconciliation of this non-IFRS measure to the most directly comparable IFRS measure (profit (loss)), see “— Certain Non-IFRS Measures” elsewhere in this Annual Report.

Diluted loss per share. Diluted loss per share was $2.12 in fiscal year 2016 as compared to diluted loss per share of $0.44 in fiscal year 2015. We had an adjusted diluted loss per share of $1.40 in fiscal year 2016 as compared to an adjusted diluted loss per share of $0.06 in fiscal year 2015. For a description of the components and calculation of “adjusted diluted earnings (loss) per share” and a reconciliation of this non-IFRS measure to the most directly comparable IFRS measure (diluted earnings (loss) per share), see “— Certain Non-IFRS Measures” elsewhere in this Annual Report.

Liquidity and Capital Resources

Historically, our sources of liquidity have principally been proceeds from the sale of our convertible preferred shares, convertible notes and ordinary shares, bank overdrafts and working capital facilities and cash flows from operations. In fiscal year 2016, we issued $180.0 million of 4.25% convertible notes due 2021 to Ctrip, which were converted into ordinary shares in October 2016. Our cash requirements have mainly been for working capital as well as capital expenditures and acquisitions.

As of March 31, 2017, our primary sources of liquidity were $101.7 million of cash and cash equivalents and $95.7million in term deposits with various banks, which are available on demand. A portion of such term deposits are used to secure bank overdraft facilities, including facilities with American Express, which support our MMT India business.

Our trade and other receivables primarily comprise commissions, incentive or other payments owing to us from airlines, receivables from our corporate and retail customers to whom we typically extend credit periods, security deposits paid primarily for our leased premises as well as interest accrued but not due on our term deposits. Our trade and other receivables increased from $29.2 million as of March 31, 2016 to $37.3 million as of March 31, 2017, primarily as a result of an increase in receivables in our hotels and packages business during fiscal year 2017 in line with growth in our business. Our other current assets primarily consist of deposits and advances to our suppliers to secure better prices and availability of bookings in future periods. Our other current assets decreased from $51.2 million as of March 31, 2016 to $50.2 million as of March 31, 2017, primarily due to decreases in advances to airlines and increases in other receivables.

As of March 31, 2017, MMT India had the following facilities available in India from IndusInd Bank: (i) an unsecured overdraft facility for up to Rs. 150 million (approximately $2.3 million) with primary security as exclusive charge over the entire assets of MMT India and (ii) an overdraft facility against credit card receivables of Rs. 200 million (approximately $3.1 million) along with charge on entire assets of the Company and direct payment routing confirmation of entire receivables from American Express Credit Card with IndusInd Bank. As of March 31, 2017, no amount was outstanding under these facilities. As of March 31, 2017, the ibibo Group did not have any facilities outstanding .

From time to time, we are also required by certain international and Indian airlines, hotels and packages suppliers, as well as certain aggregators from whom we obtain hotel inventory and other travel suppliers, to obtain bank guarantees/letters of credit to secure our obligations to them. As of March 31, 2017, MMT India had sanctioned bank guarantee limits of (i) Rs. 1,400 million (approximately $21.7 million) from IndusInd Bank against exclusive charge on the assets along with corporate guarantee from MakeMyTrip Limited, and (ii) Rs. 50 million (approximately $0.8 million) from HDFC Bank against fixed deposit. As of March 31, 2017, an aggregate of Rs. 1,240.0 million (approximately $19.2 million) of such bank guarantees were utilized, including (i) Rs. 1,227.9 million (approximately $19.0 million) from IndusInd Bank and (ii) Rs. 12.28 million (approximately $0.2 million) from HDFC Bank, respectively, but no demand had been made against any of these guarantees. As of March 31, 2017, ibibo India had sanctioned bank guarantee limits of Rs. 550 million (approximately $8.5 million) from Citi Bank against a letter of support issued by Naspers, of which Rs. 405.5 million (approximately $6.3 million) of such bank guarantees were utilized. In addition to these bank guarantees, an aggregate of Rs 0.90 million (approximately $0.01 million) were issued from Yes Bank against 100% cash margin.

In addition, MMT USA has obtained certificates of deposit totaling $0.1 million to provide guarantees to various international airlines; Luxury Tours has obtained certificates of deposit totaling $0.4 million to provide guarantees to various international hotels and packages suppliers; and the ITC Group has obtained certificates of deposit totaling $0.8 million to provide guarantees to various international airlines.

Apart from the foregoing borrowings, we have no outstanding bank loans or financial guarantees or similar commitments to guarantee our payment obligations or those of third parties.

We believe that our current cash and cash equivalents and cash flow from operations will be sufficient to meet our anticipated regular working capital requirements and our needs for capital expenditures, for the next 12 months. We may, however, require additional cash resources due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue.

The following table sets forth the summary of our cash flows for the periods indicated:


	Fiscal Year Ended March 31,
	2015			2016			2017
	(in millions)
Net cash generated from/(used in) operating activities	$	10.8		$	(66.0	)	$	(108.5	)
Net cash generated from/(used in) investing activities		5.4			(103.6	)		163.0
Net cash generated from/(used in) financing activities		(2.7	)		164.6			2.2
Net increase/(decrease) in cash and cash equivalents		13.5			(5.0	)		56.7
Cash and cash equivalents at beginning of year		38.0			49.9			46.3
Effect of exchange rate fluctuations on cash held		(1.7	)		1.4			(1.3	)
Cash and cash equivalents at end of year		49.9	⁽¹⁾		46.3	⁽²⁾		101.7	⁽³⁾

Notes:

(1)	Excludes $93.5 million of term deposits not classified as “cash and cash equivalents.” As of March 31, 2015, we did not have any amounts outstanding under our overdraft facilities.

(2)	Excludes $169.3 million of term deposits not classified as “cash and cash equivalents.” As of March 31, 2016, we had $7.2 million outstanding under our overdraft facilities.

(3)	Excludes $95.7 million of term deposits not classified as “cash and cash equivalents.” As of March 31, 2017, we did not have any amounts outstanding under our overdraft facilities.

Net Cash Generated From/(Used In) Operating Activities

Our net cash used in operating activities was $108.5 million in fiscal year 2017, as compared to net cash used in operating activities of $66.0 million in fiscal year 2016, an increase of $42.5 million in fiscal year 2017.

Our net loss adjusted for amortization and depreciation, impairment and other non-cash items was $78.8 million in fiscal year 2017 as compared to $42.7 million in fiscal year 2016. Further, in fiscal year 2017, there was an increase in our working capital of $29.6 million as compared to an increase in working capital of $23.3 million in fiscal year 2016. The working capital increase in fiscal year 2017 was primarily due to a decrease of $33.9 million in trade and other payables and other customer advances in the Hotel Travel Group partially offset by a decrease of $4.9 million in advances to vendors in our hotel segment.

Our net cash used in operating activities was $66.0 million in fiscal year 2016, as compared to net cash generated from operating activities of $10.8 million in fiscal year 2015, a decrease of $76.8 million in fiscal year 2016. Our net loss adjusted for amortization and depreciation and other non-cash items was $42.7 million in fiscal year 2016. Further, in fiscal year 2016, there was an increase in our working capital of $23.3 million as compared to a decrease in working capital of $5.0 million in fiscal year 2015. The working capital increase in fiscal year 2016 was primarily due to a $10.5 million increase in non-current assets related to payment of indirect tax demand on our Indian subsidiary under protest and an increase of $6.7 million in advances to vendors particularly in our hotels segment, including advances to airlines for fiscal year 2017, as well as a $6.6 million decrease in trade and other payables and other customer advances due to a decrease in business volume in the ETB Group.

Our net cash generated from operating activities was $10.8 million in fiscal year 2015 as compared to net cash used in operating activities of $4.0 million in fiscal year 2014, an increase of $14.8 million in fiscal year 2015. Our net income adjusted for amortization and depreciation and other non-cash items increased by $5.6 million in fiscal year 2015. Further, in fiscal year 2015, there was decrease in our working capital by $5.0 million as compared to an increase in working capital of $4.2 million in fiscal year 2014. The working capital decrease in fiscal year 2015 was primarily due to an increase in trade and other payables by $17.4 million due to increase in advances from customers for future bookings, particularly in our hotels segment, including advances to airlines for fiscal year 2016, partially offset by increase in withholding taxes deducted on incentives offered by our suppliers.

Net Cash Generated From/(Used In) Investing Activities.

In fiscal year 2017, cash generated from investing activities was $163.0 million. We received cash of $82.8 million in connection with a working capital adjustment as part of our acquisition of the ibibo Group and $20.0 million in working capital of the ibibo Group. We redeemed term deposits with banks amounting to $83.6 million (computed using average exchange rates for the period) for investment and working capital purposes and received interest on our term deposits of $2.5 million. We also invested $10.0 million (computed using average exchange rates for the period) in term deposits with banks, $8.8 million in property plant and equipment, $6.2 million in software and technology-related development projects and $1.1 million in equity-accounted investees.

In fiscal year 2016, cash used in investing activities was $103.6 million. We redeemed term deposits with banks amounting to $63.4 million (computed using average exchange rates for the period) for investment and working capital purposes and received interest on our term deposits of $2.9 million. We also invested $140.0 million (computed using average exchange rates for the period) in term deposits with banks, $5.7 million in property plant and equipment, $5.4 million in software and technology-related development projects and $17.8 million in equity-accounted investees.

Net Cash Generated From/(Used In) Financing Activities.

In fiscal year 2017, cash generated from financing activities was $2.2 million, primarily as a result of cash proceeds of $8.6 million from the issuance of additional ordinary shares as part of the consideration we paid for our acquisition of the ibibo Group. Further, we made payments of $4.5 million as interest on convertible notes and our other finance charges and repurchased 144,131 of our own ordinary shares for $2.1 million.

In fiscal year 2016, cash generated from financing activities was $164.6 million, primarily as a result of proceeds from the issuance of convertible notes of $180.0 million. Further, we made payments of $0.9 million as interest on bank overdrafts and our other finance charges, repurchased 768,357 of our own ordinary shares for $11.1 million, paid $2.7 million for direct costs related to convertible notes and paid $0.9 million for acquisition of non-controlling interests.

In fiscal year 2015, cash used in financing activities was $2.7 million, primarily as a result of payment of deferred consideration related to business combination of $1.4 million. Further, we made payments of $0.8 million as interest on bank overdrafts and other finance charges, repurchased 20,000 of our own ordinary shares for $0.4 million and paid $0.4 million for direct costs related to follow-on public offerings. The cash outflows from these payments was partially offset by collection of $0.2 million as proceeds from the issuance of shares on exercise of share-based awards by certain of our employees.

Capital Expenditures

We made capital expenditures of $7.0 million, $11.1 million and $15.0 million in fiscal years 2015, 2016 and 2017, respectively. As of March 31, 2017, we had committed capital expenditures of $1.8 million for fiscal year 2017, substantially all of which we expect to spend in India. In addition, we expect to spend an additional approximately $15.0 million to $17.0 million on capital expenditures during fiscal year 2018. Our capital expenditures have principally consisted of purchases of servers, workstations, computers, computer software, leasehold improvements and other items related to our technology platform and infrastructure, upgrading of our websites and mobile platforms.

Off-Balance Sheet Arrangements

As of March 31, 2017, MMT India had obtained Rs. 1,247 million (approximately $19.3 million) in bank guarantees, primarily from IndusInd Bank in favor of IATA, against any payment default by us to all airlines participating in IATA’s bill settlement plan, and MMT USA and the ITC Group had obtained certificates of deposit totaling $0.1 million and $0.8 million, respectively, for the purposes of providing guarantees to various international airlines. Additionally, Luxury Tours had obtained certificates of deposit totaling $0.4 million for purposes of providing guarantees to various hotels and packages suppliers. Apart from the foregoing, we do not have any outstanding off-balance sheet derivative financial instruments, guarantees, interest rate swap transactions or foreign currency forward contracts. We do not engage in trading activities involving non-exchange traded contracts.

Contractual Obligations

The following table sets forth our contractual obligations as of March 31, 2017. Other than the obligations specified below, we do not have any long-term commitments:


	Payment Due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Secured bank loan ⁽¹⁾	$	890	$	288	$	445	$	154	$	3
Principal		749		226		380		140		3
Interest		141		62		65		14		—
Operating lease obligations ⁽²⁾		44,842		4,825		8,909		7,857		23,251
Purchase obligations ⁽³⁾		1,848		1,848		—		—		—
Employee benefits ⁽⁴⁾		2,946		—		—		—		—

Notes:

(1)	Secured bank loans relate to loan for motor vehicles used in our business.

(2)	Operating lease obligations relate to our leasing arrangements for our various office premises.

(3)	We enter into purchase orders from time to time for various equipment or other requirements for our business.

(4)

Employee benefits in the statement of financial position include $2.9 million in respect of employee benefit obligations. For this amount, the extent of the amount and timing of repayment/settlement is not reliably estimable or determinable at present and accordingly has not been disclosed in the table above.

Inflation

The CIA World Factbook estimates that consumer inflation in India was 4.9% in 2015 and 5.6% in 2016. For more information, see “Risk Factors — Risks Related to Operations in India — As the Domestic Indian Market Constitutes a Significant Source of Our Revenue, a Slowdown in Economic Growth in India Could Cause Our Business to Suffer.”

Quantitative and Qualitative Disclosures about Market Risk

Our business activities are exposed to a variety of market risks, including credit risk, foreign exchange risk and interest rate risk.

Credit Risk. Financial instruments that potentially subject us to concentrations of credit risk consist principally of term deposits, cash equivalents, and trade and other receivables. By their nature, all such financial instruments involve risks, including the credit risk of non-performance by counterparties. Our cash equivalents, bank balances and term deposits are placed with banks with high investment grade credit ratings, and our term deposits may be withdrawn at any time prior to maturity except that this would result in a lower interest rate. Trade and other receivables are typically unsecured and arise mainly from commissions and incentive payments owing to us from our airline suppliers, receivables from our hotel suppliers which represent amounts owing to us from deposits we place with such hotels, and receivables from our corporate and retail customers to whom we typically extend credit periods. We review the credit worthiness of our clients to whom we have granted credit terms in the normal course of the business. We believe there is no significant risk of loss in the event of non-performance of the counterparties to these financial instruments, other than the amounts already provided for in our financial statements. See note 35 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information relating to our exposure to credit risk.

Foreign Exchange Risk. We are exposed to movements in currency exchange rates, primarily those related to the US dollar and the Indian Rupee. As the functional currency of MMT India and ibibo India, our key operating subsidiaries, is the Indian Rupee, our exposure to foreign exchange risk primarily arises in respect of our non-Indian Rupee-denominated trade and other receivables, trade and other payables and cash and cash equivalents, which were $7.8 million, $65.4 million and $0.1 million, respectively, as of March 31, 2017. Based on our operations in fiscal year 2017, a 10.0% appreciation of the US dollar against the Indian Rupee as of March 31, 2017, assuming all other variables remained constant, would have increased our loss for fiscal year 2017 by $5.5 million. Similarly, a 10.0% depreciation of the US dollar against the Indian Rupee as of March 31, 2017, assuming all other variables remained constant, would have decreased our loss for fiscal year 2017 by $5.5 million.

to outbound packages from India in particular) could be incurred in a non-Indian currency. We currently do not have any hedging agreements or similar arrangements with any counter-party to cover our exposure to any fluctuations in foreign exchange rates. Fluctuation in the Indian Rupee-US dollar exchange rate could have a material adverse effect on our business and our financial condition and results of operations as reported in US dollars. For more information, see “Risk Factors — Risks Related to Us and Our Industry — Our Results of Operations are Subject to Fluctuations in Currency Exchange Rates.”

Interest Rate Risk. Our exposure to interest rate risk for changes in interest rates relates primarily to our term deposits and bank overdrafts. As of March 31, 2017, we had fixed rate financial instruments consisting of $115.7 million of term deposits and no amounts outstanding on variable rate financial instruments. As of March 31, 2016, we had fixed rate financial instruments consisting of $169.3 million of term deposits and $7.2 million of variable rate financial instruments, consisting of our bank overdrafts. We have not used any derivative financial instruments to hedge interest rate risk. We have not been exposed nor do we anticipate being exposed to material risks due to changes in interest rates. Our future interest income and financing cost may fluctuate in line with changes in interest rates. An increase or decrease in interest rates as of March 31, 2017 would not have affected our profit or loss and would not have had any impact on our equity as we had no amounts outstanding on variable rate financial instruments. A sensitivity analysis shows that an increase of 100 basis points in interest rates as of March 31, 2016 would have increased loss by $0.1 million and resulted in a corresponding decrease in our equity. Similarly, a decrease of 100 basis points in interest rates as of March 31, 2016 would have decreased loss by $0.1 million and resulted in a corresponding increase in our equity.

Certain Non-IFRS Measures

In addition to referring to revenue less service cost, we also refer to adjusted operating profit (loss), adjusted net profit (loss) and adjusted diluted earnings (loss) per share which are non-IFRS measures and most directly comparable to results from operating activities, profit (loss) and diluted earnings (loss) per share for the year, respectively, each of which is an IFRS measure.

As certain parts of our revenues are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on revenue less service costs, which is a non-IFRS measure, as we believe that revenue less service costs reflects more relevant information about the value addition of the travel services that we provide to our customers. Income from packages, including income on airline tickets sold to customers as a part of tours and packages is accounted for on a gross basis since we are the primary obligor in the arrangement and assume the risks and responsibilities, including the responsibility for delivery of services. Revenue from the packages business which is accounted for on a “gross” basis represents the total amount paid by customers for these travel services and products, while our cost of procuring the relevant services and products for sale to our customers in this business is classified as service cost.

We believe that revenue less service costs reflects more accurately the value addition of the travel services that we provide to customers in our packages business where we are the primary obligor and is similar to the revenue on a “net” basis for our air ticketing and hotels business where we act as an agent. Our revenue less service costs may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB.

We use financial measures that exclude share-based compensation expense, all merger and acquisitions related expenses, amortization of acquired intangibles and change in financial liability relating to acquisitions for our internal management reporting, budgeting and decision making purposes, including comparing our operating results to that of our competitors. Because of varying available valuation methodologies and subjective assumptions that companies can use when adopting IFRS 2 “Share based payment,” management believes that

providing non-IFRS financial measures that exclude such expenses allows investors to make additional comparisons between our operating results and those of other companies. We believe that our current calculations of adjusted operating profit (loss), adjusted net profit (loss), revenue less service cost and adjusted diluted earnings (loss) per share represent a balanced approach to adjusting for the impact of certain discrete, unusual or non-cash items which are useful in measuring our results and provide investors and analysts a more relevant representation of our operating results. We believe that investors and analysts in its industry use these non-IFRS measures to compare our company and our performance to that of our global peers. However, the presentation of these non-IFRS measures are not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. These non-IFRS measures may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation. The IFRS measures most directly comparable to adjusted operating profit (loss) and adjusted net profit (loss) are results from operating activities and profit (loss) for the period, respectively.

A limitation of using adjusted operating profit (loss), adjusted net profit (loss) and adjusted diluted earnings (loss) per share instead of operating profit (loss), net profit (loss) and diluted earnings (loss) per share calculated in accordance with IFRS as issued by the IASB is that these non-IFRS financial measures exclude a recurring cost, namely share-based compensation. Management compensates for this limitation by providing specific information on the IFRS amounts excluded from adjusted operating profit (loss), adjusted net profit (loss) and adjusted diluted earnings (loss) per share. The presentation of these non-IFRS measures is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB.

The following table reconciles our revenue (an IFRS measure) to revenue less service cost (a non-IFRS measure):


	Air Ticketing									Hotels and Packages									Other Revenue									Total
	Fiscal Year Ended March 31,									Fiscal Year Ended March 31,									Fiscal Year Ended March 31,									Fiscal Year Ended March 31,
	2015			2016			2017			2015			2016			2017			2015			2016			2017			2015			2016			2017
	(in thousands except percentages)
Revenue	$	74,325		$	78,172		$	118,514		$	220,512		$	251,713		$	314,254		$	4,825		$	6,169		$	14,848		$	299,662		$	336,054		$	447,616
Less:
Service Cost		2,816			1,770			—			157,897			165,264			173,919			—			—			—			160,713			167,034			173,919
Revenue less service cost	$	71,509		$	76,402		$	118,514		$	62,615		$	86,449		$	140,335		$	4,825		$	6,169		$	14,848		$	138,949		$	169,020		$	273,697
% of total revenue less service cost		51.5	%		45.2	%		43.3	%		45.1	%		51.1	%		51.3	%		3.4	%		3.7	%		5.4	%		100.0	%		100.0	%		100.0	%

The following table reconciles our results from operating activities (an IFRS measure) to adjusted operating profit (loss) (a non-IFRS measure) for the periods indicated:


Reconciliation of adjusted operating profit (loss)	Fiscal Year Ended March 31,
	2015			2016			2017
	(in millions)
Result from operating activities as per IFRS	$	(14.5	)	$	(66.8	)	$	(135.0	)
Add: Employee share-based compensation costs		12.3			13.7			26.8
Less: Income on license acquired		—			(0.9	)		—
Add: Impairment of intangible assets		—			2.2			15.2
Add: Merger and acquisitions related expenses		0.4			0.2			6.0
Add: Severance cost related to a prior acquisition		0.6			—			—
Add: Acquisition related intangibles amortization		1.7			1.5			3.7

Adjusted operating profit (loss)	$	0.5		$	(50.1	)	$	(83.7	)

The following table reconciles our profit (loss) for the year (an IFRS measure) to adjusted net profit (loss) (a non-IFRS measure) for the periods indicated:


Reconciliation of adjusted net profit (loss)	Fiscal Year Ended March 31,
	2015			2016			2017
	(in millions)
Profit (Loss) for the year as per IFRS	$	(18.4	)	$	(88.5	)	$	(110.3	)
Add: Employee share-based compensation costs		12.3			13.7			26.8
Less: Income on license acquired		—			(0.9	)		—
Add: Impairment of intangible assets		—			2.2			15.2
Add: Acquisition related intangibles amortization		1.7			1.5			3.7
Add: Severance cost related to a prior acquisition		0.6			—			—
Add: Share of loss of equity-accounted investees		0.2			1.9			1.7
Add/Less: Net change on change in fair value of derivative financial instrument		—			9.3			(42.4	)
Add: Merger and acquisitions related expenses		0.4			0.2			6.0
Add: Direct cost related to Convertible notes		—			0.7			—
Add: Impairment in respect of an equity-accounted investee		—			0.9			—
Add: Net change in value of financial liability related to business combination		0.5			0.5			—
Add: Income tax expense		0.1			0.2			0.2

Adjusted net profit (loss)	$	(2.6	)	$	(58.3	)	$	(99.2	)

The following table reconciles our diluted earnings (loss) per share for the year (an IFRS measure) to adjusted diluted earnings (loss) per share (a non-IFRS measure) for the periods indicated:


Reconciliation of adjusted diluted earnings (loss) per share	Fiscal Year Ended March 31,
	2015			2016			2017
	(in US$)
Diluted Earnings (Loss) per share for the year as per IFRS	$	(0.44	)	$	(2.12	)	$	(2.09	)
Add: Employee share-based compensation costs		0.29			0.33			0.51
Less: Income on license acquired		—			(0.02	)		—
Add: Impairment of intangible assets		—			0.05			0.29
Add: Acquisition related intangibles amortization		0.04			0.04			0.11
Add: Severance cost related to a prior acquisition		0.02			—			—
Add: Share of loss of equity-accounted investees		—			0.05			0.03
Add/Less: Net change in fair value of derivative financial instrument		—			0.22			(0.80	)
Add: Merger and acquisitions related expenses		0.01			—			0.11
Add: Direct cost related to Convertible notes		—			0.02			—
Add: Impairment in respect of an equity-accounted investee		—			0.02			—
Add: Net change in value of financial liability related to business combination		0.02			0.01			—
Add: Income tax expense		*			*			*

Adjusted diluted earnings (loss) per share	$	(0.06	)	$	(1.40	)	$	(1.88	)

Note:

*	Less than $0.01.

New Accounting Standards and Interpretations Not Yet Adopted

IFRS 9 Financial Instruments: In July 2014, the International Accounting Standards Board issued the final version of IFRS 9, Financial Instruments. The standard aims to reduce the complexity of the current rules on financial instruments as mandated in IAS 39. IFRS 9 has fewer classification and measurement categories as compared to IAS 39 and has eliminated the categories of held to maturity, available for sale and loans and receivables. Further it eliminates the rule-based requirement of segregating embedded derivatives and tainting rules pertaining to held to maturity investments. For an investment in an equity instrument which is not held for trading, IFRS 9 permits an irrevocable election, on initial recognition, on an individual share-by-share basis, to present all fair value changes from the investment in other comprehensive income. No amount recognized in other comprehensive income would ever be reclassified to profit or loss. It requires the entity, which chooses to measure a liability at fair value, to present the portion of the fair value change attributable to the entity’s own credit risk in other comprehensive income.

IFRS 9 replaces the incurred loss model in IAS 39 with an expected credit loss model. The measurement uses a dual measurement approach, under which the loss allowance is measured as either 12 month expected credit losses or lifetime expected credit losses. The standard also introduces new presentation and disclosure requirements.

The effective date for adoption of IFRS 9 is annual periods beginning on or after January 1, 2018, though early adoption is permitted. We are currently evaluating the requirements of IFRS 9 and have not yet determined the impact on the consolidated financial statements.

IFRS 15 Revenue from Contracts with Customers: In May 2014, the International Accounting Standards Board and Financial Accounting Standards Board jointly issued IFRS 15, Revenue from Contracts with Customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced

disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

The standard permits the use of either the retrospective or cumulative effect transition method. The effective date for adoption of IFRS 15 is annual periods beginning on or after January 1, 2017, though early adoption is permitted.

In September 2015, the IASB issued an amendment to IFRS 15, deferring the adoption of the standard to periods beginning on or after January 1, 2018 instead of January 1, 2017.

In April 2016, the IASB amended IFRS 15 to provide clarifications to apply the principles of IFRS 15 as well as additional transitional relief to companies.

We have not yet selected a transition method and are evaluating the impact of IFRS 15 on our consolidated financial statements.

IFRS 16 Leases: On January 13, 2016, the International Accounting Standards Board issued the final version of IFRS 16, Leases. IFRS 16 will replace the existing leases standard, IAS 17, Leases, and related interpretations. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for lessees and lessors. It introduces a single lessee accounting model and requires a lessee to recognize assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Currently, operating lease expenses are charged to the statement of profit or loss and other comprehensive income (loss). IFRS 16 also contains enhanced disclosure requirements for lessees. The effective date for adoption of IFRS 16 is annual periods beginning on or after January 1, 2019, though early adoption is permitted for companies applying IFRS 15 Revenue from Contracts with Customers. We are yet to evaluate the requirements of IFRS 16 and the impact on our consolidated financial statements.

IAS 7 Statement of Cash Flows: In January 2016, the International Accounting Standards Board issued amendments to IAS 7 requiring entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes and suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities. The effective date for adoption of the amendments to IAS 7 is annual reporting periods beginning on or after January 1, 2017, though early adoption is permitted. We have evaluated the disclosure requirements of the amendment and the effect on the consolidated financial statements are not expected to be material.

IFRIC 23, Uncertainty over Income Tax Treatments : In June 2017, the International Accounting Standards Board issued IFRIC 23, Uncertainty over Income Tax Treatments. IFRIC 23 is to be applied while performing the determination of taxable profit (or loss), tax bases, unused tax losses, unused tax credits and tax rates, when there is uncertainty over income tax treatments under IAS 12.

According to IFRIC 23, companies need to determine the probability of the relevant tax authority accepting each tax treatment, or group of tax treatments, that the companies have used or plan to use in their income tax filing which has to be considered to compute the most likely amount or the expected value of the tax treatment when determining taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates.

The standard permits two possible methods of transition:

•

Full retrospective approach — Under this approach, IFRIC 23 will be applied retrospectively to each prior reporting period presented in accordance with IAS 8 — Accounting Policies, Changes in Accounting Estimates and Errors

•

Retrospectively with cumulative effect of initially applying IFRIC 23 recognized by adjusting equity on initial application, without adjusting comparatives

The effective date for adoption of IFRC 23 is annual periods beginning on or after January 1, 2019, though early adoption is permitted. The Group is yet to evaluate the effect of IFRIC 23 on the consolidated financial statements.

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

Our board of directors consists of 10 directors.

The table below sets forth the name, age and position of each of our directors, executive officers and significant employees as of the date hereof. Unless otherwise indicated, the business address of our directors and executive officers is 19 ^th Floor, Building No. 5, DLF Cyber City, Gurgaon, 122002, India.


Name	Age		Position/Title
Directors: ⁽¹⁾
Deep Kalra		48	Director, Group Chairman and Group Chief Executive Officer
Rajesh Magow		48	Director and Chief Executive Officer — India
Aditya Tim Guleri		52	Independent Director
Vivek N. Gour		54	Independent Director
Gyaneshwarnath Gowrea		51	Director
James Jianzhang Liang		47	Director
Oliver Rippel		41	Director
Pat Kolek		46	Director
Charles Searle		53	Director
Yuvraj (Raj) Thacoor		65	Independent Director

Executive Officers: ⁽²⁾
Ashish Kashyap		44	Co-Founder and President
Mohit Kabra		46	Group Chief Financial Officer

Notes:

(1)

Mohit Kabra, Philip C. Wolf, Frederic Lalonde, Ranodeb Roy and Naushad Ally Sohoboo resigned from our board of directors with effect from January 31, 2017. Oliver Rippel, Pat Kolek, Charles Searle and Yuvraj (Raj) Thacoor were appointed to our board of directors with effect from January 31, 2017, as nominees of MIH Internet. Our board of directors has determined that Mr. Thacoor is an independent director within the meaning of the Nasdaq Stock Market, Marketplace Rules.

(2)	Anshuman Bapna, Mohit Gupta, Ranjeet Oak, Sanjay Mohan, Saujanya Shrivastava and Yuvaraj Srivastava ceased to be executive officers with effect from June 1, 2017.

Directors

Deep Kalra is our founder, group chairman and group chief executive officer and was appointed to our board of directors on October 9, 2001. Mr. Kalra’s responsibilities as group chief executive officer include executing our business strategy and managing the overall performance and growth of our company. Mr. Kalra has over 25 years of work experience in e-commerce, sales, marketing, corporate banking, financial analysis and senior management roles. Prior to founding our company in April 2000, Mr. Kalra worked with GE Capital India, a subsidiary of the General Electric Company, where he was vice president, business development. Prior to that, he also worked with AMF Bowling Inc. and ABN AMRO Bank NV. Mr. Kalra serves on the board of a The IndUS Entrepreneurs’ New Delhi – NCR Chapter, a global, not-for-profit organization focused on promoting entrepreneurship, and was their immediate past president. He is a co-founder of Ashoka University, a liberal arts college in Sonepat, near New Delhi and serves on their board and governing council. Mr. Kalra holds a Bachelor’s degree in Economics from St. Stephen’s College, Delhi University, India, and a Master’s degree in Business Administration from the Indian Institute of Management, Ahmedabad, India.

Rajesh Magow is our co-founder and chief executive officer — India and was appointed to our board of directors on November 6, 2012. Mr. Magow has also previously held the positions of chief financial officer and chief operating officer at our company. Mr. Magow has over 24 years of experience in the information technology and Internet industries. After having been a part of our senior management team in 2001 for a few months, Mr. Magow worked as a part of senior management at Tecnovate eSolutions Private Limited, a wholly-owned subsidiary of eBookers.com (a United Kingdom-based online travel company that was listed on NASDAQ until it was acquired by the Cendant group in February 2005) from 2001 to June 2006. Before leaving Tecnovate eSolutions, he was the acting chief executive officer of the company. Mr. Magow was part of the senior management team that set up eBookers’ call center and back office operations in India and was a board member of Tecnovate from January 2001 to June 2006. Prior to Tecnovate, he also worked with Aptech Limited and Voltas Limited. Mr. Magow rejoined our company in 2006. He also served on the board of Flipkart Limited as an independent director from March 2011 to May 2015 and was again appointed as an independent director in June 2017. Mr. Magow is a qualified chartered accountant from the Institute of Chartered Accountants of India, Delhi.

Aditya Tim Guleri was appointed to our board of directors on April 3, 2007 as a nominee of Sierra Ventures VIII-A, L.P., Sierra Ventures VIII-B, L.P. and Sierra Ventures Associates VIII, LLC, or the Sierra Ventures entities. He has remained on our board following the lapse of Sierra Ventures entities’ right of nomination upon the completion of our initial public offering in August 2010. Mr. Guleri is a Managing Director of Sierra Ventures. Mr. Guleri’s investment focus is information technology software companies. Additionally, Mr. Guleri has helped execute Sierra’s India strategy and investments. As a venture capitalist, Mr. Guleri has helped to complete strategic exits from numerous companies including several public companies. Mr. Guleri currently serves on the board of directors of Treasure Data, Alpine Data Labs, Nexenta, Hired, LeadGenius, Phenom People, Shape Security, Townsquared and Zycada. Prior to Sierra, Mr. Guleri founded and served as chief executive officer of Octane Software from 1996 to 2000. He successfully led Octane’s merger with Epiphany (Nasdaq: EPNY) in 2000. Before Octane, Mr. Guleri was vice president of field operations at Scopus Technology. Mr. Guleri holds a Master of Science degree in Engineering and Operating Research from Virginia Polytechnic Institute and State University and a Bachelor of Science degree in Electrical Engineering from Punjab Engineering College, Chandigarh, India. The business address of Mr. Guleri is 2884 Sand Hill Road, Suite 100, Menlo Park, CA 94025, United States.

Vivek N. Gour was appointed to our board of directors on May 1, 2010. He is the managing director of Air Works India Engineering Pvt Ltd.. Prior to joining our board of directors, Mr. Gour was the chief financial officer and principal accounting officer of Genpact Limited from January 2005 to February 2010; Genpact is listed on the New York Stock Exchange. From October 2003 to December 2004, Mr. Gour served as chief financial officer for GE Capital Business Processes. From October 2002 to September 2003, he served as chief financial officer of GE Capital India and GE Capital International Services. Mr. Gour has a Bachelor of Commerce degree from Mumbai University, India, and a Master of Business Administration from Delhi University, India. The business address of Mr. Gour is Kalyani House, Plot # 40, 1st Floor, Sector 18, Gurgaon – 122001, Haryana, India.

Gyaneshwarnath Gowrea was appointed to our board of directors on February 11, 2009 and is one of our resident directors in Mauritius. Mr. Gowrea is the chairman of the taxation sub-committee of Global Finance Mauritius, vice chairman of the International Fiscal Association (Mauritius Branch) and an international tax affiliate of the Chartered Institute of Taxation. He was the managing director of Multiconsult Limited from 2009 to 2011. From 2007 to 2008, he was director of AAA Global Services Ltd. and from 1999 to 2006 he was a manager with Cim Global Business. Mr. Gowrea completed his secondary education at John Kennedy College in Mauritius and holds a Master of Science in Accounting from De Monfort University in Leicester, UK and a Diploma in International Taxation. In addition, he holds various professional qualifications, including being a fellow of the Association of Chartered Certified Accountants, United Kingdom, a fellow member of the Mauritius Institute of Directors and a member of Society of Trust and Estate Practitioners, United Kingdom. The business address of Mr. Gowrea is Les Cascades Building, 33 Edith Cavell Street, Port Louis, Mauritius.

James Jianzhang Liang was appointed to our board of directors on January 27, 2016, as a nominee of Ctrip. He is one of the co-founders of Ctrip and is currently serving as its chief executive officer. Prior to founding Ctrip, Mr. Liang held a number of technical and managerial positions with Oracle Corporation from 1991 to 1999 in the United States and China, including the head of the ERP consulting division of Oracle China from 1997 to 1999. Mr. Liang currently serves on the boards of Home Inns Group (NASDAQ: HMIN), Tuniu (NASDAQ: TOUR), eHi (NASDAQ: EHIC) and Qunar (NASDAQ: QUNR). Mr. Liang received his Ph.D. degree from Stanford University and his Master’s and Bachelor’s degrees from Georgia Institute of Technology. He also attended an undergraduate program at Fudan University. The business address of Mr. Liang is Building 16, SKY SOHO, No. 968 Jinzhong Road, Shanghai, PRC 200335.

Oliver Rippel was appointed to our board of directors on January 31, 2017, as a nominee of MIH Internet. He is chief executive officer of B2C e-commerce for Naspers which includes retail, marketplaces and travel. He joined Naspers in January 2009 as head of business development in Southeast Asia before managing e-commerce in Africa and Middle East shortly thereafter. From 2011 to 2014 he oversaw e-commerce in Southeast Asia, India and Africa. Between 2014 and 2015, he was managing online services segments including e-tail outside of Europe, travel, real estate, and mobile services. Before working for Naspers Limited, Oliver spent nine years at eBay – first in his home country of Germany and then as part of the Asia-Pacific region in China, Korea, and South-East Asia. There, he mostly focused on strategy and business development, as well as category management and marketing operations. Mr. Rippel studied economics in Berlin, Germany. The business address of Mr. Rippel is Unit 13-10, Parkview Square, 600 North Bridge Road, Singapore.

Pat Kolek was appointed to our board of directors on January 31, 2017, as a nominee of MIH Internet. He joined Naspers in 2014 as chief financial officer of e-commerce and was appointed chief operating officer of Naspers in July 2016. As group chief operating officer, Mr. Kolek is focused on aligning group strategy with company objectives, leading core business activities and strategic initiatives such as large acquisitions and divestitures. Mr. Kolek has more than 20 years’ experience in executing business growth and development strategies for hyper growth organizations. Prior to joining Naspers, Mr. Kolek spent 10 years at eBay, most recently as vice president and chief financial officer of eBay International and previously as the chief operating officer of eBay Classifieds. Mr. Kolek holds a bachelor’s degree in commerce from Santa Clara University and is a certified public accountant. The business address of Mr. Kolek is Taurusavenue 105, 2132 LS, Hoofddorp, The Netherlands.

Charles St Leger Searle was appointed to our board of directors on January 31, 2017, as a nominee of MIH Internet. He is chief executive officer of Naspers Internet Listed Assets. Mr. Searle serves on the board of several companies associated with the Naspers Group, including Tencent Holdings Limited, listed on the Stock Exchange of Hong Kong, and Mail.ru Group Limited that is listed on the London Stock Exchange. Prior to joining the Naspers Group in Hong Kong, he held positions at Cable & Wireless plc and at Deloitte & Touche in London and Sydney. Mr. Searle is a graduate of the University of Cape Town and a member of the Institute of Chartered Accountants in Australia and New Zealand. Mr. Searle has more than 22 years of international experience in the telecommunications and internet industries. The business address of Mr. Searle is Room 2908, 29/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong

Yuvraj (Raj) Thacoor was appointed to our board of directors on January 31, 2017, as a nominee of MIH Internet. He is a chartered accountant, Fellow of The Institute of Chartered Accountants in England and Wales, Associate Member of the Chartered Institute of Arbitrators (UK), Member of The British Institute of Management, Member of The Mauritius Institute of Public Accountants and The Financial Reporting Council (FRC) as well as a Licensed Insolvency Practitioner. Mr. Thacoor was an audit partner of Deloitte, Coopers and Lybrand and PricewaterhouseCoopers from 1988 until 2000 when he set up Grant Thornton in Mauritius and served as Managing Partner until he retired in July 2016. Mr. Thacoor is currently the Regional Head of Grant Thornton International for the development of Africa. Mr. Thacoor served as Chairman of the first offshore fund set up in Mauritius and has since served on several boards of funds dealing mainly in real estate in India. Mr. Thacoor has contributed to promoting the accountancy profession in Mauritius. He served as Chairman of The Financial Reporting and Monitoring Panel of the regulatory body FRC, Mauritius. The business address of Mr. Thacoor is Villa Ulys, 3 The Palms, Au Bout Du Monde, Ebene, Mauritius.

Executive Officers

Ashish Kashyap is our co-founder and president. Prior to joining us in January 2017, Mr. Kashyap served as the founder and chief executive officer of the ibibo Group, one of India’s leading online travel groups. Mr. Kashyap founded the ibibo Group in 2007 and launched the online travel business in late 2009, with a vision to organize the transportation and accommodation industry. In 2011, Mr. Kashyap also co-founded PayU India, a leading payments platform. Prior to founding the ibibo Group, Mr. Kashyap was the country head of Google India. Before joining Google India, Mr. Kashyap founded eCommerce and online travel businesses at Indiatimes.com. Mr. Kashyap holds a Masters of Management-IMPM from McGill University, Desautels Faculty Of Management, Diploma: IMPM (Insead) and Economics (Hons) from Kirorimal College, Delhi University India.

Mohit Kabra is our group chief financial officer. Prior to joining us in July 2011, Mr. Kabra served as a Director, Finance at Kohler India where he worked from 2006 to June 2011. He has approximately 23 years of work experience and has held various positions in the India businesses of, among others, PepsiCo, Colgate and Seagram. Mr. Kabra has a Bachelor of Commerce degree from St. Joseph’s Junior College. He is a qualified Chartered Accountant from the Institute of Chartered Accountants of India and a qualified Cost Accountant from the Institute of Cost Accountants of India.

B. Compensation

For fiscal year 2017, the aggregate compensation (including directors’ fees, but excluding grants of stock options and RSUs that are described below) to our directors and executive officers included in the list under the heading “— Directors and Executive Officers of our Group” (including the executive officers who were designated executive officers on January 31, 2017) was $3.1 million, which included $0.9 million in base salary, $0.4 million in housing and rent allowance, $0.6 million in special allowances and $1.2 million in other payments. The foregoing compensation figures include $0.1 million which may be awarded in the form of RSUs at the option of the relevant director. Our employment agreements (as amended from time to time) with each of our group chairman and group chief executive officer, chief executive officer – India, and group chief financial officer provide for bonus entitlements calculated as a percentage of gross annual salary and linked to gross sales targets of our company. Our employment agreements with our other executive officers provide for a variable performance component which is payable upon each of the individual officer and our company attaining certain performance targets. Except as otherwise disclosed, these aggregate cash compensation amounts for fiscal year 2017 do not include stock compensation and employee benefits to our directors and executive officers. Stock compensation to our directors and executive officers are disclosed separately in the tables under “— Outstanding Options” and “Outstanding RSUs,” and employee benefits to our directors and executive officers are disclosed separately under “— Employee Benefit Plans.”

Share Incentive Plans

Equity Option Plan

Our board of directors adopted the MakeMyTrip.com 2001 Equity Option Plan, or our Equity Option Plan, on January 12, 2001, retrospectively effective from June 1, 2000, pursuant to the enabling authority granted under a shareholders’ resolution dated January 12, 2001, in order to attract and retain appropriate talent in the employment of our company, to motivate our employees with incentives, to create shareholder value by aligning the interests of employees with the long term interests of our company and to create a sense of ownership and provide wealth creation opportunities for our employees. MMT India had also adopted an equity option plan in 2006. Employees who were previously granted options under the MMT India Equity Option Plan have instead been granted options under our Equity Option Plan. The MMT India Equity Option Plan and all options granted to employees under such plan were terminated with effect from July 14, 2010.

Although we do not intend to make additional grants under our Equity Option Plan, the options already granted under Equity Option Plan continue to remain valid and exercisable. The following paragraphs describe the principal terms of our Equity Option Plan.

Administration

Our Equity Option Plan is administered by the compensation committee of our board of directors. Among other things, our compensation committee determines the terms and conditions of each option grant, including, but not limited to, the number of options, exercise price, vesting period, exercise period and any lock-in period, forfeiture provisions, adjustments to be made to the number of options and exercise price in the event of a change in capital structure or other corporate action, and satisfaction of any performance conditions.

Vesting Schedule

Unless otherwise specified in the grant, all initial grants made to any individual vest in the following manner:

•

10% on the expiry of 12 months from the date of grant.

•

20% on the expiry of 24 months from the date of grant.

•

30% on the expiry of 36 months from the date of grant.

•

40% on the expiry of 48 months from the date of grant.

Unless otherwise specified in the grant, all subsequent grants made on the basis of the performance of the individual vest in four equal installments at the anniversary of the respective grant date. Our compensation committee has absolute discretion to vary such vesting dates as it deems fit. Other than as set forth under “— Outstanding Options,” all options we have granted to date have vested in full on their respective grant dates.

Option Exercise and Expiration

Unless otherwise specified in the grant, vested options must be exercised prior to the earliest of the following dates:

•

48 months from the vesting date.

•

72 months from the date of grant.

•

six months following the recipient’s date of voluntary resignation or termination of employment, other than due to death, disablement or retirement.

•

one year following the death of a recipient or termination due to disablement or retirement.

Cashless Exercise of Options

Our Equity Option Plan permits holders of options to exercise their options using a cashless exercise method. In a cashless exercise, the holder of options exercises the options by simultaneously selling the shares underlying the options upon exercise. Our board or compensation committee may also require the holder of options (especially in the case where such method of cashless exercise may contravene certain regulatory requirements) to surrender the options to our company at the selling price of the shares underlying the options in lieu of such exercise and simultaneous sale of shares. In each of the foregoing, the holder of options is only entitled to receive the difference between the selling price and the exercise price for the options, after deductions for all applicable taxes and expenses.

Pursuant to the terms of our Equity Option Plan, any holder of options who may be restricted or prevented by applicable laws and regulations from paying in full or in part the exercise price of his or her options or from exercising such restricted options and acquiring our ordinary shares, will be required to exercise such restricted options using the cashless exercise method, as described above.

Effect of Change of Control or Restructuring of Capital

Upon any restructuring of capital or the occurrence of a change of control of our company, the recipient of any option that is outstanding at the time of such restructuring or change of control will be entitled to such number and type of securities that is being offered in lieu of the shares underlying such option by virtue of such restructuring of capital or change of control, if any.

Amendment or Termination

Our board of directors may at any time amend, alter or terminate our Equity Option Plan or any grant under our Equity Option Plan. However, amendments to any grant under our Equity Option Plan are subject to consent from the recipient of such grant, if such amendment would impair or prejudice the rights of such recipient. Additionally, the approval of shareholders holding not less than 75% of our issued share capital will be required to increase the number of shares available for issuance under options granted pursuant to our Equity Option Plan, change the exercise price of any option or to extend the maximum period during which grants under our Equity Option Plan may be made. The term of our Equity Option Plan was for an initial seven years but was extended to June 1, 2012 pursuant to a board resolution passed on June 12, 2009 which had retrospective effect from June 1, 2007. Our Equity Option Plan was subsequently amended and restated, and extended to June 1, 2014, pursuant to board and shareholder resolutions passed on May 25, 2010. We have not extended the validity of this plan, but the existing grants under this plan remain valid as per the terms of the original grant.

Number of Shares granted under 2001 Equity Option Plan

As of March 31, 2017, pursuant to our Equity Option Plan, we had outstanding options exercisable into a total of 333,121 ordinary shares with exercise price ranging from $0.4875 to $1.9765.

Share Incentive Plan

We adopted the MakeMyTrip 2010 Share Incentive Plan on May 25, 2010, or our Share Incentive Plan, upon which our Share Incentive Plan became immediately effective. On October 18, 2016, our board of directors approved two amendments to our Share Incentive Plan in order to give effect to an earlier recommendation of our compensation committee to increase the shares available under our Share Incentive Plan to fund employee grants for the four fiscal years starting April 2014 and to provide for a sufficient number of RSUs to be granted in connection with the conversion of Indigo SARs and Naspers Rollover RSUs and the other awards contemplated under the Transaction Agreement. On May 18, 2017, our board of directors approved an amendment to our Share Incentive Plan to increase the shares available under the Plan to fund employee grants until March 2022 and to extend the expiration date of our Share Incentive Plan from May 2020 to 31 March 2022.

Although our Equity Option Plan will continue to be valid under its terms and will govern the terms of all options granted thereunder, we intend to grant all new equity share awards under our Share Incentive Plan.

The purpose of our Share Incentive Plan is to promote the success and enhance the value of our company by linking the personal interests of the members of our board, employees and consultants of our company, subject to restrictions under applicable law, to those of our shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to our shareholders. Our Share Incentive Plan is further intended to provide us with flexibility in our ability to motivate, attract and retain the services of such individuals upon whose judgment, interest and special effort the successful conduct of our operations are largely dependent.

The following paragraphs describe the principal terms of our Share Incentive Plan.

Administration

Our Share Incentive Plan is administered by our board of directors which, to the extent permitted by applicable laws, may delegate its authority to one or more members of our board or one or more of our officers, subject to certain restrictions set forth in our Share Incentive Plan.

Shares Available for Awards

Subject to certain adjustments set forth in our Share Incentive Plan, the aggregate number of shares that may be issued or awarded under our Share Incentive Plan is equal to the sum of (x) 9,357,842 Shares, plus (y) in the event that any Indigo SARs or Naspers Rollover RSUs (each, as defined in the Transaction Agreement) are forfeited between October 18, 2016 and January 31, 2017 as a result of an Indigo Business Employee’s (as defined in the Transaction Agreement) termination of employment during such period, a number of Shares in respect of restricted share units into which such forfeited Indigo SARs and Naspers Rollover RSUs would have converted pursuant to Sections 7.07(a)(i) and 7.07(a)(ii) of the Transaction Agreement (each such defined term having the meaning ascribed to such term in the Transaction Agreement). To the extent that an award terminates, expires or lapses for any reason, or is settled in cash and not shares, then any shares subject to the award will again be available for the grant. Any shares delivered by the holder or withheld by our company upon the exercise of any award, in payment of the exercise price or tax withholding, may again be optioned, granted or awarded, subject to certain limitations set forth in our Share Incentive Plan.

Eligibility

Our employees, consultants and non-employee directors are eligible to be granted awards, except that awards will not be granted to consultants or non-employee directors who are residents of any country in the European Union and any other country, which, pursuant to applicable laws, does not allow grants to any non-employees or consultants.

Options

Our board of directors is authorized to grant options on shares. The per share option exercise price of all options granted pursuant to our Share Incentive Plan will be determined by our board of directors, which may be a fixed or variable price related to the fair market value of the shares; provided that no option may be granted to an individual subject to taxation in the United States at less than the fair market value on the date of the grant, without compliance with Section 409A of the United States Internal Revenue Code of 1986, as amended (or the Code), or the holder’s consent. Our board of directors will determine the methods of payment of the exercise price of an option, which may include without limitation cash or check, shares, proceeds or other forms of legal consideration acceptable to our board of directors. The term of options granted under our Share Incentive Plan may not exceed 10 years from the date of grant. Except as limited by the requirements of Section 409A of the Code, our board of directors may extend the term of any outstanding option and may extend the time period during which vested options may be exercised, or may amend any other term or condition of such option, in connection with any termination of service of the holder.

Restricted Shares

Our board of directors is authorized to grant shares subject to various restrictions, including without limitation restrictions on transferability.

Share Appreciation Rights

Our board of directors is authorized to grant share appreciation rights to eligible individuals, entitling the holder to receive an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the share appreciation right from the share value on the date of exercise of the share appreciation right by the number of ordinary shares with respect to which the share appreciation right is exercised, subject to any limitations our board of directors may impose. The term of share appreciation rights will be set by our board of directors. Amounts payable upon exercise of a share appreciation right will be in cash, shares or a combination of both, as determined by our board of directors.

Dividend Equivalents

Our board of directors may grant dividend equivalents based on dividends declared on the ordinary shares of our company. Such dividend equivalents will be converted to cash by such formula and at such time and subject to such limitations as may be determined by our board of directors.

Share Payments

Our board of directors is authorized to make share payments, which may, but are not required to be made, in lieu of base salary, bonus, fees or other cash compensation. The number or value of shares of any share payment will be determined by our board of directors and may be based upon any criteria, including service to our company, as determined by our board of directors.

Deferred Shares

Our board of directors is authorized to grant deferred shares based on any specific criteria, including service to our company, as our board of directors determines. Shares underlying a deferred share award will not be issued until the deferred share award has vested, pursuant to a vesting schedule or other conditions or criteria set by our board of directors. Unless otherwise provided by our board of directors, a holder of deferred shares will have no rights as a shareholder with respect to such deferred shares until the deferred share awards have vested and the shares underlying the deferred share awards have been issued.

Restricted Share Units

Our board of directors is authorized to grant, in its sole discretion, restricted share units, or RSUs, to our directors, executive officers and employees. The RSUs have been awarded so far in lieu of cash compensation, as an incentive for future performance and as a reward for past performance. Each grant of RSUs is subject to various vesting conditions as determined by our board of directors. Such vesting conditions may include, for example, the vesting schedule, expiration dates and employment restrictions.

Upon exercise of a holder’s RSUs, subject to applicable laws, our company will issue to the holder one unrestricted, fully transferable share (or the fair market value of one such share in cash) for each vested and non-forfeited RSU. RSUs may be paid in cash, shares or both, as determined by our board of directors.

The RSUs may be exercised using a cashless exercise method. In a cashless exercise, the holder of the RSUs exercises the RSUs by simultaneously selling the shares underlying the RSUs upon exercise. Our board or compensation committee may also require the holder of the RSUs (especially in the case where such method of cashless exercise may contravene certain regulatory requirements) to surrender the RSUs to our company at the selling price of the shares underlying the RSUs in lieu of such exercise and simultaneous sale of shares. In each of the foregoing, the holder of the RSUs is only entitled to receive the difference between the selling price and the exercise price for the RSUs, after deduction of all applicable taxes and expenses.

The term of a dividend equivalent award, share payment award, deferred share award and/or RSU award will be determined by our board of directors in its sole discretion.

During fiscal year 2017, we granted 4,481,294 RSUs, of which 1,129,905 RSUs were granted in connection with our acquisition of the ibibo Group in exchange for share-based payment awards held by certain employees of the ibibo Group. These RSUs can be exercised at any time during the 10-year period from the grant date (i.e., January 31, 2017). 2,654,479 RSUs were granted to our directors and executive officers. See “— Outstanding RSUs” for more information.

Adjustments

In the event of certain changes in our capitalization, our board of directors, in its sole discretion, will make such proportionate and equitable adjustments to reflect such changes with respect to (i) the aggregate number and

type of shares that may be issued under our Share Incentive Plan, (ii) the terms and conditions of any outstanding awards and (iii) the grant or exercise price per share for any outstanding award under our Share Incentive Plan.

Corporate Transactions

If a corporate transaction occurs and outstanding awards under our Share Incentive Plan are not converted, assumed or replaced by the successor, such awards will generally become fully exercisable and all forfeiture restrictions on such awards will lapse. Upon, or in anticipation of, a corporate transaction, our board of directors may, in its sole discretion, (i) cause any awards outstanding to terminate at a specific time in the future and give each holder the right to exercise such awards during such period of time as our board of directors will determine, (ii) either purchase any award for an amount of cash equal to the amount that could have been attained upon the exercise of such award or realization of the holder’s rights had such award been currently exercisable or payable or fully vested or (iii) replace such award with other rights or property selected by our board of directors in its sole discretion.

Non-transferability

Awards granted under our Share Incentive Plan are generally not transferable during the lifetime of the award holder.

Amendment, Suspension or Termination

Unless terminated earlier, our Share Incentive Plan will expire on, and no award may be granted pursuant to it after, the tenth anniversary of its effective date. Any awards that are outstanding on the tenth anniversary of the effective date of our Share Incentive Plan will remain in force according to the terms of our Share Incentive Plan and the applicable award agreement. Except as otherwise provided in our Share Incentive Plan, our board of directors may terminate, amend or modify our Share Incentive Plan at any time and from time to time. However, shareholder approval will be required for any amendment (i) to the extent necessary and desirable to comply with applicable laws and (ii) that results in an increase in benefits that would not apply equally to all shareholders of shares or a change in eligible individuals. Except as provided in our Share Incentive Plan or any award agreement, any amendment, suspension or termination may not impair any rights or obligations under any award without the award holder’s consent.

Outstanding Options

During fiscal years 2015, 2016 and 2017 no options were granted to any of our directors and executive officers under our Equity Option Plan. As of March 31, 2017, 329,121 outstanding options were held by our directors and executive officers as set forth in the following table. As of June 30, 2017, 329,121 outstanding options were held by our directors and executive officers.

Name

Shares Underlying
Outstanding Options

Exercise Price
($ per Share)

Date of Grant

Date of Expiration ⁽¹⁾

Rajesh Magow

182,140

0.74

June 25, 2009

June 30, 2021

114,000

1.98

June 25, 2009

June 30, 2021

32,981

0.53

June 25, 2009

June 30, 2021

Note:

(1)

All these options vested upon the date of grant and were required to be exercised prior to 48 months from their vesting date (i.e., the date of grant), subject to the terms of our Equity Option Plan. In May 2013, our compensation committee extended the date of expiration of these options from June 25, 2013 to June 25, 2017. In April 2017, the date of expiration of these grants were extended to June 30, 2021.

Outstanding RSUs

During fiscal year 2017, 2,654,479 RSUs were issued under our Share Incentive Plan to our directors and executive officers, of which 3,000 fully vested RSUs were granted to our directors in lieu of cash compensation owed to them.

On January 31, 2017, in connection with our acquisition of the ibibo Group and in accordance with the Transaction Agreement, certain equity awards (comprising Indigo SARs and Naspers Rollover RSUs) that were previously granted by the ibibo Group to ibibo Group employees were converted to RSUs. We also issued RSUs to certain ibibo Group employees. In aggregate, we issued 1,836,798 RSUs to ibibo Group employees in connection with our acquisition of the ibibo Group.

As set forth in the following table, outstanding RSUs as of March 31, 2017 were:


Name	Shares Underlying Outstanding RSUs		Total RSUs Granted in Fiscal Year 2017		Exercise Price
					($ per Share)
Deep Kalra		2,045,428		1,273,447		0.0005
Rajesh Magow		1,098,581		615,211		0.0005
Other directors		7,229		3,000		0.0005
Executive officers ⁽¹⁾		756,370		762,821		0.0005

Note:

(1)

Total outstanding RSUs held as of March 31, 2017 by Ashish Kashyap and Mohit Kabra, who are our executive officers as of the date of this Annual Report. As of January 31, 2017, certain Indigo SARs that were previously granted by the ibibo Group to Ashish Kashyap were converted to RSUs in accordance with the Transaction Agreement.

Employee Benefit Plans

We maintain employee benefit plans in the form of certain statutory and incentive plans covering substantially all of our employees. For fiscal year 2017, the aggregate amount set aside or accrued by us to provide for pension or retirement benefits for all our employees (including our directors and executive officers) was approximately $2.6 million.

Provident Fund

In accordance with Indian law, all of our employees in India are entitled to receive benefits under the Employees’ Provident Fund Scheme, 1952, as amended, a retirement benefit scheme under which an equal amount of 12% of basic salary of an employee is contributed both by employer and employee in a fund with government/trust with company. Also, in accordance with applicable laws, all of our employees at our non-Indian subsidiaries are entitled to receive benefits under the relevant laws and regulations applicable in such jurisdictions. Our subsidiaries make a monthly deposit to these funds and we have contributed an aggregate of approximately $0.4 million in fiscal year 2017.

Gratuity

In accordance with Indian law, we pay gratuity up to our eligible employees in India. Under our gratuity plan, a defined benefit plan, an employee is entitled to receive a gratuity payment on the termination of his or her employment if the employee has rendered continuous service to our company for not less than five years, or if the termination of employment is due to death or disability. The amount of gratuity payable to an eligible employee is equal to 15 days’ salary for every year of employment (or any portion of a year exceeding six

months), and currently the aggregate amount of gratuity shall not exceed Rs. 1.0 million (approximately $0.02 million). We have provided for aggregate of approximately $0.2 million in fiscal year 2015, an aggregate of approximately $0.3 million in fiscal year 2016 and an aggregate of approximately $0.4 million in fiscal year 2017 for our gratuity payments.

Employment Agreements with Executive Officers

Each of our executive officers has entered into an employment agreement with MMT India or ibibo India. These agreements do not have fixed terms of employment. We may terminate the employment of our officers for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to any criminal offense theft, fraud, embezzlement, intoxication, violence, sexual harassment or damage to our reputation. Generally, either party may terminate employment at any time by giving the other party a written notice of three months or by paying an amount equal to three months’ salary in lieu of such notice. These termination provisions apply to executive officers apart from Messrs. Deep Kalra, Rajesh Magow and Ashish Kashyap, whose termination provisions are set forth in their respective employment and change in control severance agreements.

Each executive officer has agreed to respect and not claim any right over any intellectual property owned by our company. Additionally, each executive officer has assigned all his or her right, title and interest to, and in, any property relating to our business (whether tangible or intangible) which is created during the term of its employment. In addition, each executive officer has agreed to be bound by the non-competition restrictions set forth in his or her employment agreement. Specifically, each executive officer has agreed, while employed by us and for a period of six months after termination of his or her employment, not to:

•

solicit or induce any person to terminate his or her employment or consulting relationship with our company; or

•

canvass, solicit or endeavor to entice away from our company any client or customer of our company, or any person who regularly dealt with our company.

The employment agreements of Messrs. Deep Kalra and Rajesh Magow (each, an “Executive”) were amended, effective April 1, 2010, to change the notice period for termination from three months to six months. In addition, each Executive has entered into a change in control severance agreement with MMT India, effective October 18, 2016, which provides that, in the event such Executive’s employment is terminated by MMT India, other than for cause, death or disability, or by the Executive for good reason (pursuant to which the Executive is required to give three months’ notice of intended termination after the occurrence of the event constituting good reason), such Executive will be entitled (i) if such termination occurs before January 31, 2019, to receive certain severance payments calculated with reference to the Executive’s annual salary and target bonus and (ii) if such termination occurs prior to the end of the relevant vesting period, to have all of his equity grants under our Company’s incentive plans to fully vest and be immediately exercisable. The terms of each Executive’s change in control severance agreements replaced the corresponding “change in control” provisions in each Executive’s employment agreement. Furthermore, each Executive has agreed to additional non-solicitation and non- competition restrictions in his change in control severance agreement, which shall continue for a period of two years following the termination of his employment with MMT India. In addition, Mr. Kalra’s employment agreement specifies that he will not engage or have a substantial financial interest in any travel intermediary business that competes directly with our company for a period of 12 months following the termination of his employment with MMT India.

The material terms of Mr. Ashish Kashyap’s change in control severance agreement with MMT India, effective January 31, 2017, are substantially similar to the material provisions of the Executives’ change in control severance agreements, except with respect to the treatment of equity awards.

Save as disclosed in this section, our company’s executive employment agreements do not provide for any special termination benefits, nor do we have any other arrangements with our executive officers for special termination benefits.

C. Board Practices

Board of Directors

Our holding company is managed and controlled by our board of directors from Mauritius. Our board of directors currently has ten directors. There are no family relationships between any of our directors and executive officers. A director is not required to hold any shares in our company by way of qualification. There are no severance benefits payable to our directors upon termination of their directorships, other than to Mr. Deep Kalra and Mr. Rajesh Magow, who are our directors and also our executive officers and are entitled to severance benefits in such capacity pursuant to the terms of their employment and their respective change in control severance agreements.

We entered into an investor rights agreement with Ctrip dated January 7, 2016, or Ctrip Investor Rights Agreement, pursuant to which Ctrip is entitled to designate one director to our board of directors, which director is also entitled to be nominated or appointed to the compensation committee of our board of directors, subject to the approval of our board of directors (which approval shall not to be unreasonably withheld) so long as it beneficially owns a minimum number of ordinary shares in our company (subject to adjustment for any share split, share dividend, recapitalization, reclassification or similar transaction in respect of any such ordinary shares). On January 27, 2016, James Jianzhang Liang was appointed as a director of our Company as a nominee of Ctrip. On October 18, 2016, we entered into an amendment to the Ctrip Investor Rights Agreement pursuant to which the number of ordinary shares to be beneficially owned by Ctrip in order for it to exercise such board-nomination rights was increased to 9,857,028 ordinary shares (subject to any adjustments described in this paragraph). See “Item 10. Additional Information — B. Memorandum and Articles of Association — Ctrip Investor Rights Agreement.”

In connection with our acquisition of the ibibo Group, we issued Class B Shares to MIH Internet. The rights and preferences of our Class B Shares are set forth in the Terms of Issue. A summary of the material Terms of Issue are set forth in “Item 10. Additional Information — B. Memorandum and Articles of Association — Class B Shares.” Pursuant to the Terms of Issue, so long as the Permitted Holders (as defined in the Terms of Issue) beneficially own 10% or more of our issued and outstanding voting securities, the holders of Class B Shares, or the Class B Members, will be entitled to (i) nominate from time to time a number of directors to our board of directors in proportion to their percentage beneficial ownership of our issued and outstanding voting securities (including if over 40%), rounded to the nearest whole number; provided that, for so long as the Class B Members, either alone or together with certain permitted transferees, are entitled to nominate at least four directors to our board of directors, at least one of the nominees shall be a Mauritius resident and (ii) request the removal of any Class B director at any time. In the event of any vacancy of a Class B director, the Class B Members shall have the exclusive right to designate a replacement to fill such vacancy, and except as required by law or our Constitution, neither our company nor its board of directors may remove any Class B director unless such removal is at the written direction of the Class B Members or for cause.

In the event the number of Class B directors at any given time is greater than the number of directors the holders of Class B Shares are entitled to nominate (in proportion to their percentage beneficial ownership as described above), the Class B Members shall cause the applicable number of Class B directors to tender their resignations from the board of directors promptly, including causing all Class B directors to tender resignations in the event the Permitted Holders no longer beneficially own at least 10% of our issued and outstanding voting securities. See “Item 10. Additional Information — B. Memorandum and Articles of Association — Class B Shares — Board-Related Rights.”

Terms of Directors and Executive Officers

In accordance with our Constitution, one-third of our directors (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation at each annual meeting of our company, provided that neither the chairman of our board nor a director holding office as managing director shall be subject to retirement by rotation or be taken into account in determining the number of directors to retire. A retiring

director shall be eligible for re-election. The directors to retire in each year shall be those who have been longest in office since their last re-election or appointment and as between persons who became or were last re-elected directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. The office of a director shall be vacated if the director resigns, dies, becomes mentally unsound or bankrupt, becomes disqualified from being a director or ceases to hold office under Mauritius law, or is removed by our shareholders. A director may be removed by an ordinary resolution of our shareholders.

Under Mauritius law, the office of a director of our company is required to become vacant at the conclusion of the annual meeting of our company commencing next after the director attains the age of 70 years. However, a person of or over the age of 70 years may, by ordinary resolution of which no shorter notice is given than that required to be given for the holding of a meeting of shareholders, be appointed or re-appointed or authorized to continue to hold office as a director until the next annual meeting of our company.

Executive officers are selected by and serve at the discretion of the board of directors.

Duties of Directors

Under Mauritius law, our directors have a duty to our company to exercise their powers honestly in good faith in the best interests of our company. Our directors also have a duty to our company to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Where a director of a public company also holds office as an executive, the director is required under Mauritius law to exercise that degree of care, diligence and skill which a reasonably prudent and competent executive in that position would exercise. In fulfilling their duty of care to our company, our directors must ensure compliance with the Mauritius Companies Act and our Constitution, as amended from time to time. A shareholder has the right to seek damages against our directors if a duty owed by our directors to him as a shareholder is breached.

The functions and powers of our board of directors include, among others:

•

convening shareholders’ annual meetings and reporting its work to shareholders at such meetings;

•

authorizing dividends and distributions;

•

appointing officers and determining the term of office of officers;

•

exercising the borrowing powers of our company and mortgaging the property of our company, provided that shareholders’ approval shall be required if any transaction is a major transaction for our company under section 130 of the Mauritius Companies Act; and

•

approving the issuance and transfer of shares of our company, including the recording of such shares in our share register.

Committees of the Board of Directors

We have established two committees under our board of directors: an audit committee and a compensation committee. Each committee’s members and functions are described below.

Under the Terms of Issue, at any time the Permitted Holders (as defined in the Terms of Issue) beneficially own 10% or more of our issued and outstanding voting securities, one Class B director shall serve on each committee of our board.

Audit Committee

Our audit committee consists of Messrs. Vivek N. Gour and Aditya Tim Guleri and is chaired by Mr. Gour. Each member of the audit committee satisfies the independence requirements of Rule 5605 of the Nasdaq Stock

100

Market, Marketplace Rules and the independence requirements of Rule 10A-3 under the Exchange Act. Our board of directors also has determined that Mr. Gour qualifies as an audit committee financial expert within the meaning of the SEC rules. Our audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. Our audit committee is responsible for, among other things:

•

selecting our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors;

•

regularly reviewing the independence of our independent auditors;

•

reviewing all related party transactions on an ongoing basis;

•

discussing the annual audited financial statements with management and our independent auditors;

•

annually reviewing and reassessing the adequacy of our audit committee charter;

•

such other matters that are specifically delegated to our audit committee by our board of directors from time to time;

•

meeting separately and periodically with management and our internal and independent auditors; and

•

reporting regularly to our full board of directors.

Under the Terms of Issue, at any time the Permitted Holders (as defined in the Terms of Issue) beneficially own 10% or more of our issued and outstanding voting securities and no Class B director serves on the audit committee, the Class B Members shall have the right to appoint a representative to attend audit committee meetings as an observer. On January 31, 2017, our board of directors approved the appointment of Mr. Pat Kolek as a non-voting observer to the Audit Committee.

Compensation Committee

Our compensation committee consists of Messrs. Vivek N. Gour, Aditya Tim Guleri, James Jianzhang Liang and Oliver Rippel and is chaired by Mr. Gour. On January 31, 2017, our board of directors approved the appointment of Mr. Oliver Rippel as a member of the compensation committee. Messrs. Gour, Guleri, Liang and Rippel satisfy the independence requirements of Rule 5605 of the Nasdaq Stock Market, Marketplace Rules. Our compensation committee assists our board of directors in reviewing and approving the compensation structure of our directors and executive officers, including all forms of compensation to be provided to our directors and executive officers. Members of the compensation committee are not prohibited from direct involvement in determining their own compensation. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

•

reviewing the compensation plans, policies and programs adopted by the management;

•

reviewing and approving the compensation package for our executive officers;

•

reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating the performance of our chief executive officer in light of those goals and objectives, and setting the compensation level of our chief executive officer based on this evaluation; and

•

reviewing periodically and making recommendations to the board regarding any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

We currently do not have in place a nominations committee, and the actions ordinarily taken by such committee are resolved by a majority of the independent directors on our board. As a foreign private issuer, we are permitted to follow home country corporate governance practices under Rule 5615(a)(3) of the Nasdaq Stock

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Market, Marketplace Rules. Our home country practice differs from Rule 5605(e) of the Nasdaq Stock Market, Marketplace Rules regarding implementation of a nominations committee charter or board resolution, because our company, as a holder of a GBC1 issued by the Financial Services Commission of Mauritius, is not required under Mauritius law to establish a nominations committee.

Code of Business Conduct and Ethics

Our code of business conduct and ethics provides that our directors and officers are expected to avoid any action, position or interest that conflicts with the interests of our company or gives the appearance of a conflict. Directors and officers have an obligation under our code of business conduct and ethics to advance our company’s interests when the opportunity to do so arises. The full text of our code of business conduct and ethics is available on our website, at http://investors.makemytrip.com/.

Indemnification Agreements

We have entered into indemnification agreements with each of our directors to indemnify them against certain liabilities and expenses arising from their being a director.

D. Employees

See “Item 4. Information on the Company — B. Business Overview — Employees.”

E. Share Ownership

The following table sets forth information with respect to the beneficial ownership of our equity shares as of March 31, 2017 by each of our directors and all our directors and executive officers as a group. As used in this table, beneficial ownership means the sole or shared power to vote or direct the voting or to dispose of or direct the sale of any security. A person is deemed to be the beneficial owner of securities that can be acquired within 60 days upon the exercise of any option, warrant or right. Ordinary shares subject to options, warrants or rights that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding the options, warrants or rights, but are not deemed outstanding for computing the ownership percentage of any other person.



	Equity shares beneficially owned as of March 31, 2017
	Ordinary Shares					Class B Shares				Percent of Total Voting Power ⁽¹⁾
Name of Beneficial Owner	Number			Percent ⁽¹⁾		Number		Percent ⁽¹⁾		Percent of Total Voting Power ⁽¹⁾
Directors:
Deep Kalra ⁽²⁾		4,124,993			7.74		—		—		4.49
Rajesh Magow		665,256			1.25		—		—		0.72
Aditya Tim Guleri		—			—		—		—		—
Vivek N. Gour		6,138	*				—		—		*
Gyaneshwarnath Gowrea		—			—		—		—		—
James Jianzhang Liang ⁽³⁾		—			—		—		—		—
Oliver Rippel ⁽⁴⁾		—			—		—		—		—
Pat Kolek ⁽⁴⁾		—			—		—		—		—
Charles Searle ⁽⁴⁾		—			—		—		—		—
Yuvraj (Raj) Thacoor ⁽⁴⁾		—			—		—		—		—

Executive Officers:
Ashish Kashyap		121,272			*		—		—		*
Mohit Kabra		11,012			*		—		—		*
All our directors and executive officers as a group		4,928,671			9.25		—		—		5.36

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*	Represents beneficial ownership of less than 1.0% of our issued share capital.

Notes:

(1)

Based on 52,706,194 ordinary shares outstanding and 38,971,539 Class B Shares outstanding as of March 31, 2017. Except as otherwise required by law, the Terms of Issue or our Constitution, our ordinary shares and Class B Shares vote together as a single class on all matters on which our shareholders are entitled to vote. See also “Item 10. Additional Information — B. Memorandum and Articles of Association — Class B Shares — Reserved Matters.”

(2)

Travogue Electronic Travel LLP (formerly a company known as Travogue Electronic Travel Private Limited), or Travogue, is a limited liability partnership controlled by Mr. Deep Kalra. Mr. Deep Kalra holds 78.4% of the partnership interests in Travogue. Accordingly, as of March 31, 2017, Mr. Kalra’s beneficial ownership of our ordinary shares includes 1,220,961 ordinary shares held by him (or his immediate family members) directly and 3,000,000 ordinary shares held indirectly through Travogue. As of June 30, 2017, Travogue owned 2,925,000, or 5.02%, of all of our outstanding ordinary shares, based on information provided by Travogue.

(3)	James Jianzhang Liang is a nominee director and the co-founder and chief executive officer of Ctrip. As at March 31, 2017, Ctrip beneficially owns 9,857,028 ordinary shares.

(4)

Oliver Rippel, Pat Kolek, Charles Searle and Yuvraj (Raj) Thacoor are nominee directors of MIH Internet. As of March 31, 2017, MIH Internet beneficially owned 413,035 ordinary shares and 38,971,539 Class B Shares. Following the closing of a placement of Class B Shares to Naspers on May 5, 2017, Naspers beneficially owned 0.45% of our ordinary shares, 100% of our Class B Shares, together representing 42.96% of all of our outstanding shares.

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

The following table sets forth information regarding beneficial ownership of our ordinary shares and Class B shares as of March 31, 2017 held by each person who is known to us to control 5.0% or more of the total voting power of our outstanding ordinary shares as of March 31, 2017.

Beneficial ownership is determined in accordance with the SEC rules and includes shares over which the indicated beneficial owner exercises voting and/or investment power or receives the economic benefit of ownership of such securities. Equity shares subject to options currently exercisable or exercisable within 60 days are deemed outstanding for the purposes of computing the percentage ownership of the person holding the options but are not deemed outstanding for the purposes of computing the percentage ownership of any other person.


Name of Beneficial Owner	Equity shares beneficially owned as of March 31, 2017
	Ordinary Shares				Class B Shares				Percent of Total Voting Power ⁽¹⁾
	Number		Percent ⁽¹⁾		Number		Percent ⁽¹⁾		Percent of Total Voting Power ⁽¹⁾
Naspers ⁽²⁾		413,035		0.78		38,971,539		100.0		42.96
Ctrip ⁽³⁾		9,857,028		18.70		—		—		10.75
Wasatch Advisors, Inc. ⁽⁴⁾		5,229,322		9.92		—		—		5.70
Capital World Investors ⁽⁵⁾		4,713,758		8.94		—		—		5.14
T. Rowe Price ⁽⁶⁾		3,692,344		7.01		—		—		4.03
Travogue ⁽⁷⁾		3,000,000		5.69		—		—		3.27

Notes:

(1)

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(2)

Information based on a report on Schedule 13D filed with the SEC by Naspers on February 7, 2017. MIH Internet is a 91.29% subsidiary of MIH B2C Holdings B.V., a private limited liability company organized under the laws of The Netherlands (“MIH B2C”). MIH B2C is a wholly-owned subsidiary of Myriad International Holdings B.V. (“Myriad”), a private limited liability company organized under the laws of The Netherlands, which is a wholly-owned subsidiary of MIH Ming He Holdings Limited (“MIH Ming He”), a limited liability company organized under the laws of Hong Kong, which is a wholly-owned subsidiary of MIH Holdings (Pty) Limited (“MIH South Africa”), a limited liability company organized under the laws of the Republic of South Africa, which is a wholly-owned subsidiary of Naspers. Naspers is a widely held company listed on the Johannesburg Stock Exchange. Following the closing of a placement of Class B Shares to Naspers on May 5, 2017, Naspers beneficially owned 0.71% of our ordinary shares, 100.0% of our Class B Shares and 42.69% of all of our outstanding shares.

(3)

Information based on Amendment No. 1 to a report on Schedule 13D filed with the SEC by Ctrip on October 26, 2016. As of May 5, 2017, Ctrip beneficially owned 10,773,694, or 10.68%, of all of our outstanding shares, based on Amendment No. 2 to a report on Schedule 13D filed with the SEC by Ctrip on May 10, 2017.

(4)	Information based on Amendment No. 5 to a report on Schedule 13G filed with the SEC by Wasatch Advisors, Inc. on February 14, 2017.

(5)	Information based on Amendment No. 1 to a report on Schedule 13G filed with the SEC by Capital World Investors on February 13, 2017.

(6)	Information based on Amendment No. 8 to a report on Schedule 13G filed with the SEC on February 7, 2017. The shareholders are T. Rowe Price New Horizons Fund, Inc. and T. Rowe Price Associates, Inc.

(7)

Information based on a report on Schedule 13G jointly filed with the SEC on January 14, 2011 by Travogue and Mr. Deep Kalra. Travogue is a limited liability partnership controlled by Mr. Deep Kalra. Mr. Deep Kalra holds 78.4% of the partnership interests in Travogue. Accordingly, Mr. Kalra’s beneficial ownership of our ordinary shares includes 1,220,961 ordinary shares held by him (or his immediate family members) directly and 3,000,000 ordinary shares held indirectly through Travogue. Mr. Keyur Joshi, our strategic advisor, holds 12.8% of the partnership interests in Travogue. As of June 30, 2017, Travogue owned 2,925,000, or 5.02%, of all of our outstanding ordinary shares, based on information provided by Travogue.

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Significant Changes in Percentage of Ownership

The following table sets forth the significant changes in the shareholding interests of our company by our principal shareholders in our ordinary shares and Class B shares in the last three fiscal years. Except as disclosed below, there were no significant changes in the percentage of ownership in our company in the last three fiscal years.


	2015				2016					2017
Name and Type of Shares	Number		Percent ⁽¹⁾		Number		Percent ⁽¹⁾			Number		Percent ⁽¹⁾
SAIF: ⁽²⁾
Ordinary shares		6,705,553		15.97		6,085,897		14.41			—		—
Tiger Global: ⁽³⁾
Ordinary shares		2,633,000		6.27		—		—			—		—
Travogue:
Ordinary shares		3,000,000		7.15		3,000,000		7.11			3,000,000		5.69
Massachusetts Financial Company: ⁽⁴⁾
Ordinary shares		779,267		1.86		—		—			—		—
T. Rowe Price: ⁽⁵⁾
Ordinary shares		4,642,398		11.06		4,077.294		9.66			3,692,344		7.04
Wasatch Advisors Inc.: ⁽⁶⁾
Ordinary shares		4,254,518		10.13		4,557,200		10.79			5,229,322		9.92
Novel Century Ventures Limited: ⁽⁷⁾
Ordinary shares		2,943,693		7.01		—		—			—		—
Wells Fargo & Company: ⁽⁸⁾
Ordinary shares		2,302,383		5.48		—		—			—		—
Ruane, Cunniff & Goldfarb Inc: ⁽⁹⁾
Ordinary shares		—		—		2,813,802		6.66			2,410,750		4.57
Janus Capital Management LLC: ⁽¹⁰⁾
Ordinary shares		—		—		2,812,362		6.66	%		2,164,259		4.11
Capital World Investors: ⁽¹¹⁾
Ordinary shares		—		—		—		—			4,713,758		8.94
Ctrip ⁽¹²⁾
Ordinary shares		—		—		8,391,608		16.58			9,857,028		18.70
Naspers ⁽¹³⁾
Ordinary shares		—		—		—		—			413,035		0.78
Class B Shares		—		—		—		—			38,971,539		100.0

Notes:

(1)

(2)

Andrew Y. Yan is the sole shareholder of SAIF II GP Capital Ltd. the sole general partner of SAIF Partners II L.P. which is the sole general partner of SAIF II GP L.P., which is in turn the sole general partner of SB Asia Investment Fund II L.P., or SAIF, our shareholder. Information based on Amendment No. 2 to a report on Schedule 13G filed with the SEC on February 10, 2017.

(3)

The shareholders are Tiger Global Investments L.P., Tiger Global Performance, LLC, Tiger Global Management, LLC, Charles P. Coleman III, Lee Fixel and Scott Shleifer. The Tiger Global entities are controlled by Charles Coleman, Lee Fixel and Scott Shleifer. Information based on Amendment No. 7 to a report on Schedule 13G filed with the SEC on February 16, 2016.

(4)	Information based on Amendment No. 1 to a report on Schedule 13G filed with the SEC on February 12, 2015.

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(5)	The shareholders are T. Rowe Price New Horizons Fund, Inc. and T. Rowe Price Associates, Inc. Information based on Amendment No. 8 to a report on Schedule 13G filed with the SEC on February 7, 2017.

(6)	Information based on Amendment No. 5 to a report on Schedule 13G filed with the SEC by Wasatch Advisors, Inc. on February 14, 2017.

(7)	Information based on a report obtained by the Company from third party sources.

(8)	Information based on a report on Schedule 13G filed with the SEC by Wells Fargo & Company on January 26, 2015.

(9)	Information based on Amendment No. 1 to a report on Schedule 13G filed with the SEC by Ruane, Cunniff & Goldfarb Inc. on February 14, 2017.

(10)	Information based on Amendment No. 1 to a report on Schedule 13G filed with the SEC by Janus Capital Management LLC on February 13, 2017.

(11)	Information based on Amendment No. 1 to a report on Schedule 13G filed with the SEC by Capital World Investors on February 13, 2017.

(12)

(13)

Information based on a report on Schedule 13D filed with the SEC by Naspers on February 7, 2017. MIH Internet is a 91.29% subsidiary of MIH B2C. MIH B2C is a wholly-owned subsidiary of Myriad, which is a wholly-owned subsidiary of MIH Ming He, which is a wholly-owned subsidiary of MIH South Africa, which is a wholly-owned subsidiary of Naspers. Naspers is a widely held company listed on the Johannesburg Stock Exchange. Following the closing of a placement of Class B Shares to Naspers on May 5, 2017, Naspers beneficially owned 0.71% of our ordinary shares, 100.0% of our Class B Shares and 42.69% of all of our outstanding shares.

On August 17, 2010, we completed our initial public offering on the Nasdaq Global Market. We sold an aggregate of 5,750,000 ordinary shares (including 4,153,846 ordinary shares sold by us and 1,596,154 ordinary shares sold by the selling shareholders). The price per ordinary share was $14.00.

On June 2, 2011, we completed a follow-on public offering on the Nasdaq Global Market. An aggregate of 5,244,000 ordinary shares were sold (including 1,450,000 ordinary shares sold by us and 3,794,000 ordinary shares sold by the selling shareholders). On June 29, 2011, in connection with a follow-on public offering, we completed an additional over-allotment offering of 350,000 of our ordinary shares (including 96,777 ordinary shares sold by us and 253,223 ordinary shares sold by the selling shareholders). The price per ordinary share was $24.00.

On March 19, 2014, we completed a follow-on public offering on the Nasdaq Global Market. An aggregate of 6,325,000 ordinary shares were sold (including 3,325,000 ordinary shares sold by us and 3,000,000 ordinary shares sold by the selling shareholders). The price per ordinary share was $23.00.

As of March 31, 2017, there were approximately 11 holders of our ordinary shares, including us, of which one has a registered address in the United States. Since certain of these ordinary shares were held by brokers or other nominees, the number of record holders in the US may not be representative of the number of beneficial holders or where the beneficial holders are resident.

Each of our equity shares is entitled to one vote on all matters that require a vote of shareholders. Except as otherwise required by law, the Terms of Issue or our Constitution, our ordinary shares and Class B Shares vote together as a single class on all matters on which our shareholders are entitled to vote. None of our shareholders has any contractual or other special voting rights.

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On May 5, 2017, we completed a private placement on the Nasdaq Global Market. We sold a total of 9,166,667 shares (comprising 5,500,000 ordinary shares and 3,666,667 Class B Shares). The price per ordinary share and per Class B share was $36.00.

B. Related Party Transactions

Our audit committee charter requires our audit committee to review all related party transactions on an ongoing basis and for all such transactions to be approved by our audit committee. Pursuant to the Terms of Issue, which became effective upon the completion of our acquisition of the ibibo Group, we cannot directly or indirectly, enter into, modify, amend or conduct, or agree to enter into, modify, amend or conduct, any Related Party Transaction (as defined in the Terms of Issue) involving an aggregate value or consideration exceeding $120,000, other than in the ordinary course of business consistent with past practice, unless such transaction or series of related transactions has been approved by, or is consistent with or pursuant to the terms of a policy, transaction or agreement (or form of agreement) approved by, the affirmative vote or written consent of a majority of the independent directors, in addition to any other approvals that may be required pursuant to applicable law, the NASDAQ Stock Market Rules (or the rules of any other applicable securities exchange or stock exchange) or the Constitution.

The following is a summary of our related party transactions since April 1, 2014.

Shareholders Agreements

See “Item 10. Additional Information — B. Memorandum and Articles of Association — Ctrip Investor Rights Agreement” and “— Registration Rights”.

Transactions with Chandra Capital

In fiscal year 2015, we earned revenue of $14,141 from Chandra Capital, an investment company owned by Mr. Ravi Adusumalli, primarily from the sales of air tickets to it. We did not earn any revenue from Chandra Capital in fiscal years 2016 and 2017. Mr. Adusumalli was appointed as a director to our board of directors on July 20, 2005 as a nominee of SAIF, one of our principal shareholders that owned 24.80% of our shares as of March 31, 2014, and he resigned from our board of directors with effect from May 20, 2014. These transactions were carried out in the ordinary course of our business and on an arm’s length basis.

Trade and Other Receivables Outstanding

As of March 31, 2015, 2016 and 2017, we had trade and other receivables outstanding of $122,236, nil and nil, respectively, from related parties.

Transactions with equity-accounted investees

My Guest House Accommodations Private Limited, or MGH

MGH has granted us perpetual, transferable and irrevocable access to its technology platform license. We have classified this license of $0.9 million as capital work in progress under intangible assets with corresponding income in the statement of profit or loss and comprehensive income (loss) under “Other Income.” The license is valued using the replacement cost method.

Simplotel

In December 2016, we made an additional investment of $0.6 million in Simplotel.

Saaranya Hospitality Technologies Private Limited, or Saaranya

In March 2017, we subscribed for $0.5 million of new shares issued by Saaranya, which increased our equity interest in Saaranya to 38.6%.

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Transactions with entity having significant influence over our company

In connection with our acquisition of the ibibo Group, we received an entitlement to future proceeds from the sale of stake in TEK Travels Private Limited, an Indian entity engaged in the B2B online travel industry, from MIH Internet. As of March 31, 2017, other non-current assets were $15.1 million, which represents the fair value of such entitlement.

In connection with our acquisition of the ibibo Group, MIH Internet contributed $82.8 million in cash to our holding company upon closing of the acquisition (representing 40% of our estimated consolidated net working capital upon the completion of the acquisition after giving effect to the cash contribution from MIH Internet). During May 2017, such amount was subsequently finalized and adjusted to $83.3 million. Following the finalization of such amount, MIH Internet paid the additional $0.4 million to our holding company in May 2017. As of March 31, 2017, we accounted for the difference of $0.4 million as a receivable and was included under our other assets.

Service agreement between ibibo India and PayU

Pursuant to a service agreement between ibibo India and PayU Payments Private Limited (“PayU”), an affiliate of MIH Internet, ibibo India paid $1.4 million to PayU for the two month period ended March 31, 2017 for the provision of online payment processing and other payment services which enables customers to make online payments for the purchase of air tickets, accommodation and other products from the ibibo Group’s websites and mobile platforms.

Letters of Support from Naspers

Certain banks have issued guarantees (the “ibibo Bank Guarantees”) in favor of certain counterparties of ibibo India (for example, IATA and hotel suppliers) in respect of amounts due and payable by ibibo India. As at March 31, 2017, an aggregate of $6.3 million was outstanding under the ibibo Bank Guarantees. Naspers issued letters of support to these banks to guarantee the obligations of ibibo India under the ibibo Bank Guarantees prior to our acquisition of the ibibo Group. These letters of support remained in effect following the completion of our acquisition of the ibibo Group on January 31, 2017. Our holding company intends to replace the ibibo Bank Guarantees or provide letters of support for the ibibo Bank Guarantees on terms substantially similar those of the existing letters of support in accordance with the terms of the Transaction Agreement, as amended. We have agreed to indemnify Naspers and its affiliates from and against all liabilities, claims, losses, damages, costs or expenses arising out of or in connection with the existing letters of support.

Placement of Class B Shares to MIH Internet

On May 5, 2017, MIH Internet purchased 3,666,667 Class B Shares from us at a price of $36.00 per Class B share, for an aggregate consideration of $132.0 million.

Placement of ordinary shares to Ctrip

On May 5, 2017, Ctrip purchased 916,666 ordinary shares from us at a price of $36.00 per ordinary share, for an aggregate consideration of $33.0 million.

Employment Agreements

See “Item 6. Directors, Senior Management and Employees — B. Compensation — Employment Agreements with Executive Officers.”

Transactions with Officers

In January 2015, we granted a short-term loan of $0.4 million to one of our executive officers. The principal amount of the loan and accrued interest was repaid in full in May 2015.

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Equity Option and Share Incentive Plans

See “Item 6. Directors, Senior Management and Employees — B. Compensation — Share Incentive Plans.”

C. Interest of Experts and Counsel

Not applicable.

ITEM 8.

FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements” for a list of the financial statements filed as part of this Annual Report.

Legal Proceedings

Except as described below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened, of which we are aware) which we believe could reasonably be expected to have a material adverse effect on our results of operations or financial position.

Tax Proceedings

Certain tax matters involving our key subsidiaries, MMT India and ibibo India, are disclosed below.

Income Tax

Assessment Year 2005-06

In November 2008, MMT India received a show cause notice from the Indian income tax authorities for the assessment year 2005-2006 and a demand for an additional payment of approximately Rs.8.1 million (approximately $0.1 million) (exclusive of any applicable penalties), advising us of an upward revision of our declared income in India for that assessment year as a result of (i) an increase proposed by the transfer pricing officer to adjust our intra-group international transaction prices upwards to an arm’s length price, and (ii) the disallowance of technology-related development depreciation expenses incurred during the year. In January 2009, we filed our objections to both the show cause notice and the demand for the additional payment with the Commissioner of Income Tax (Appeals). In February 2009, the demand for the additional payment was dismissed by the Indian income tax authorities after adjustment against our carried forward losses. Our appeal against the show cause notice in connection with the intra-group international transactions transfer pricing matter was decided in our favor in February 2011. We also received partial relief from the disallowance of technology-related development depreciation expenses. In May 2011, we filed our objection to the partial disallowance of technology-related development depreciation expenses with the Income Tax Appellate Tribunal authorities. In April 2017, the Income Tax Appellate Tribunal passed a favorable order to allow depreciation on technology-related development expenses.

Assessment Year 2006-07

In December 2009, MMT India received a draft assessment order from the Indian income tax authorities for the assessment year 2006-2007, alleging certain irregularities in the method of computation of income and, advising us of an upward revision of our declared income in India for that assessment year as a result of (i) an increase proposed by the transfer pricing officer to adjust our intra-group international transaction prices upwards to an arm’s length price, and (ii) an increase on account of the proposed disallowance of technology-related development depreciation expenses incurred during the year. In January 2010, we filed our objections with the Dispute Resolution Panel. In September 2010, the increases in our declared income assessed by the Indian

109

income tax authorities were upheld by the Dispute Resolution Panel. In October 2010, we received a final assessment order from the Indian income tax authorities confirming the additions made and initiating penalty proceedings against us under the Income Tax Act, 1961. However, we did not receive a demand for any additional tax payments because our carried forward losses exceeded our assessed income. In December 2010, we filed our objections to the assessment order with the Income Tax Appellate Tribunal authorities. A hearing has been scheduled for September 14, 2017. We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Assessment Year 2007-08

In January 2011, MMT India received an assessment order from the Indian income tax authorities for the assessment year 2007-2008, alleging certain irregularities in the method of computation of income and, advising us of an upward revision of our declared income in India for that assessment year as a result of (i) an increase proposed by the transfer pricing officer to adjust our intra-group international transaction prices upwards to an arm’s length price, and (ii) an increase on account of the disallowance of technology-related development depreciation expenses incurred during the year. However, we did not receive a demand for any additional tax payments because our carried forward losses exceeded our declared taxable income. In March 2011, we filed an appeal with the Commissioner of Income Tax (Appeals). Our appeal against the assessment order in connection with the intra-group international transactions transfer pricing matter was decided in our favor in February 2013. We also received partial relief from the Commissioner of Income Tax (Appeals) on the disallowance of technology-related development depreciation expenses. While we believe that the Income Tax Department has appealed the order of the Commissioner of Income Tax (Appeals) to the Income Tax Appellate Tribunal and we understand that a hearing is currently scheduled for September 14, 2017, we have not yet received any official notice of appeal. We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Assessment Year 2008-09

In February 2012, MMT India received an assessment order from the Indian income tax authorities for the assessment year 2008-2009, and a demand for additional tax payments of approximately Rs.43 million (approximately $0.7 million), advising us of an upward revision of our declared income in India for that assessment year as a result of (i) an increase proposed by the transfer pricing officer to adjust our intra-group international transaction prices upwards to an arm’s length price, (ii) an increase on account of the proposed disallowance of technology-related development depreciation expenses incurred during the year, and (iii) an increase due to the nonpayment of sufficient withholding tax in connection with our use of banking payment gateway facilities. The demand for additional tax payments of approximately Rs.43 million (approximately $0.7 million), was dismissed by the Indian income tax authorities in March 2012 following the adjustment of carried forward losses. In March 2012, we filed our objections with the Commissioner of Income Tax (Appeals). Our appeal against the assessment order in connection with the intra-group international transactions transfer pricing matter was decided in our favor in June 2013. We also received partial relief from the disallowance of technology-related development depreciation expenses and no-payment of sufficient withholding tax in connection with payment gateway charges. Against this partial relief, we and the Income Tax Department each filed appeals in August 2013 with the Income Appellate Tax Tribunal and a hearing is currently scheduled for September 14, 2017. We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Assessment Year 2009-10

In May 2013, MMT India received an assessment order from the Indian income tax authorities for the assessment year 2009-2010, and a demand for additional tax payments of approximately Rs.276 million (approximately $4.3 million), advising us of an upward revision of our declared income in India for that assessment year as a result of (i) an increase proposed by the transfer pricing offer to adjust our intra-group

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international transaction prices upwards to an arm’s length price, (ii) increases due to the nonpayment of sufficient withholding tax in connection with our use of banking payment gateway facilities and the cost of air tickets incurred to MMT USA, and (iii) increases for disallowance of excess depreciation expense on computer peripherals and software licenses, and for the disallowance of technology-related development depreciation expenses incurred during the year, and on account of amounts received from business associates, which were treated as deferred revenue. On May 30, 2013, we filed our objections with the Commissioner of Income Tax (Appeals). In November 2013, we also received an order imposing an additional penalty for allegedly attempting to conceal the above matters and a notice of demand amounting to approximately Rs.330 million (approximately $5.1 million), but this demand was temporarily set aside by the Indian tax authorities in January 2014 after adjustment of refunds for the assessment year 2012-2013. In December 2013, we filed our objections to the penalty with the Commissioner of Income Tax (Appeals). Our appeal against the assessment order in connection with the intra-group international transactions transfer pricing matter, nonpayment of sufficient withholding tax on cost of air tickets incurred to MMT USA, disallowance of technology-related development depreciation expenses and on amounts received from business associates which were treated as deferred revenue, was decided in our favor in June 2014. We also received partial relief from the increases for disallowance of excess depreciation expense on computer peripherals and software licenses and nonpayment of sufficient withholding tax in connection with payment gateway charges. We filed appeal in August 2014 with the Income Appellate Tax Tribunal and a hearing is yet to be scheduled. In September 2014, our appeal against the order imposing additional penalty was partially decided in our favor. We filed appeal in December 2014 with the Income Appellate Tax Tribunal and a hearing is yet to be scheduled. We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Assessment Year 2010-11

In March 2014, MMT India received an assessment order from the Indian income tax authorities for the assessment year 2010-11, and a demand for additional tax payments of approximately Rs.736 million (approximately $11.4 million), advising us of an upward revision of our declared income in India for that assessment year as a result of (i) an increase on account of the disallowance of technology-related development depreciation expenses incurred during the year (ii) an increase due to the nonpayment of sufficient withholding tax in connection with our use of banking payment gateway facilities (iii) an increase for disallowance of excess depreciation expense on computer peripherals and software licenses (iv) an increase due to the nonpayment of sufficient withholding tax on reimbursement of expenses to MMT USA (v) an increase for advertising and publicity expenses being capital in nature, and (vi) an increase due to change in the method of accounting for recognizing loyalty cum signing bonus. In April 2014, we filed our objections with the Commissioner of Income Tax (Appeals) along with stay of demand. The matter has been heard in part and the final hearing is pending. We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

In March 2013, ibibo India received an assessment order from the Indian Income tax authorities for the assessment year 2010-2011 advising upward revision as a result of an increase proposed by the transfer pricing officer to adjust our intra-group international transaction prices upwards to an arm’s length price. However, ibibo India did not receive a demand for any additional tax payments because its carry forward losses exceeded its assessed income. On May 13, 2013, ibibo India filed its objections to the assessment order with the Commissioner of Income Tax (Appeals). The appeal against the assessment order in connection with these disallowances was decided in favor of ibibo India on February 10, 2016. While we believe that the Income Tax Department has appealed the order of the Commissioner of Income Tax (Appeals) to the Income Tax Appellate Tribunal, we have not yet received any official notice of appeal. We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

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Assessment Year 2011-12

In March 2015, MMT India received an assessment order from the Indian income tax authorities for the assessment year 2011-12, and a demand for additional tax payments of approximately Rs.953 million (approximately $14.7 million), advising us of an upward revision of our declared income in India for that assessment year as a result of (i) an increase for disallowance of excess depreciation expense on computer peripherals and software licenses (ii) an increase due to the nonpayment of sufficient withholding tax on reimbursement of expenses to MMT USA, and (iii) an increase for advertising and publicity expenses being capital in nature. In April 2015, we filed our objections with the Commissioner of Income Tax (Appeals) along with stay of demand. In June 2015, we obtained an interim stay until December 31, 2015. We obtained a final order in March 2016 and demand was temporarily set aside after adjustment of refunds for assessment years 2009-10 and 2010-11. Our appeal against the assessment order in connection with nonpayment of sufficient withholding tax on cost of air tickets incurred to MMT USA and disallowance of technology-related development depreciation expenses has been decided in our favor. We have also received partial relief from addition of advertisement and publicity expenses. In February 2017, we filed an appeal with the Income Appellate Tax Tribunal. However, the next hearing has not yet been scheduled. We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Assessment Year 2012-13

In March 2016, MMT India received an assessment order from Indian tax authorities for assessment year 2012-13, and a demand for additional tax payments of approximately Rs. 905 million (approximately $14.0 million), advising us of an upward revision of our declared income in India for that assessment year as a result of (i) an increase due to insufficient payments on withholding taxes on reimbursement of expenses to MMT USA, (ii) an increase for advertising and publicity expenses being capital in nature and (iii) an increase for expenses on account of ESOPs exercised during the year being capital in nature. In April 2016, we filed our objections with the Commissioner of Income Tax (Appeals) and requested for a stay of demand. While a stay of demand has been granted to MMT India, the next hearing has not been scheduled. We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

In March 2015, ibibo India received an assessment order from the Indian income tax authorities for the assessment year 2012-2013 advising upward revision as a result of an increase on account of the proposed disallowance of expenses relating to software/license fees during the year. However, ibibo India did not receive a demand for any additional tax payments because its carry forward losses exceeded its assessed income. On April 27, 2015, ibibo India filed its objections to the assessment order with the Commissioner of Income Tax (Appeals). ibibo India’s appeal against the assessment order in connection with these disallowances was decided in its favor on October 3, 2016.

Assessment Year 2013-14

In December 2016, MMT India received an assessment order from the Indian tax authorities for assessment year 2013-14, and a demand for additional tax payments of approximately Rs. 912 million (approximately $14.1 million), advising MMT India of an upward revision of its declared income in India for that assessment year as a result of (i) an increase due to insufficient payments on withholding taxes on reimbursement of expenses to MMT USA, (ii) an increase for advertising and publicity expenses being capital in nature and (iii) an increase for expenses on account of employee share options exercised during the year being capital in nature. In January 2017, MMT India filed its objections with the Commissioner of Income Tax (Appeals) and request for a stay of demand. While a stay of demand has been granted to MMT India, the next hearing has not been scheduled. We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

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In December 2016, ibibo India received an assessment order from the Indian income tax authorities for the assessment year 2013-2014 advising upward revision as a result of an increase on account of the proposed disallowance of expenses relating to software/license fees during the year. However, ibibo India did not receive a demand for any additional tax payments because its carry forward losses exceeded its assessed income. On January 18, 2017, ibibo India filed its objections to the assessment order with the Commissioner of Income Tax (Appeals). We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Assessment Year 2014-15

In December 2016, ibibo India received an assessment order from the Indian income tax authorities for the assessment year 2014-2015 advising upward revision as a result of an increase on account of the proposed disallowance of expenses relating to employee share options during the year. However, ibibo India did not receive a demand for any additional tax payments because carry forward losses exceeded its assessed income. On February 7, 2017, ibibo India filed its objections to the assessment order with the Commissioner of Income Tax (Appeals). We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Service Tax

Show Cause and Demand Notice — Fiscal Years 2006 to 2012

In the year ended March 31, 2009, the Mumbai Zonal Unit of Directorate General of Excise Intelligence & Customs, an excise and customs tax regulatory authority in India, initiated a general industry wide inquiry on compliance with service tax rules and regulations by various travel agencies in India. In October 2011, pursuant to an audit conducted by the service tax authorities, MMT India received a notice from the tax authorities for fiscal years 2006 to 2010, demanding payment of service tax in respect of certain matters, some of which relate to the travel industry in India and involve a complex interpretation of Indian law. We have received similar notices for fiscal years 2011 and 2012, in October 2011 and October 2012, respectively. In March 2011, we filed replies with the Commissioner of Service Tax for fiscal years 2006 to 2010, and, similarly, filed objections in January 2012 for fiscal year 2011, and in February 2013, for fiscal year 2012, respectively. In August 2013, the Commissioner of Service Tax rejected our objections and confirmed the demand on all the above matters with negligible relief. In November 2013, we filed an appeal with the Customs, Excise and Service Tax Appellate Tribunal. The aggregate value of the claims is approximately Rs. 1,700 million (approximately $26.3 million) and additional interest and penalties if finally determined to be payable. We have deposited approximately Rs. 22 million (approximately $0.3 million) toward service tax with the relevant authorities. We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote. The matter is currently pending.

Show Cause and Demand Notice — Fiscal Years 2008 to 2011

In September 2012, MMT India received a notice from the service tax authorities for fiscal years 2008 to 2011, demanding payment of service tax in respect of certain matters, some of which relate to the travel industry in India and involve a complex interpretation of Indian law. In February 2013, we filed a reply with the Commissioner of Service Tax. In March 2014 we received an order wherein the demand raised by the service tax authorities was confirmed by the Commissioner of Central Excise. The aggregate value of these claims is approximately Rs.15.3 million (approximately $0.2 million). We filed an appeal against the same with the Customs, Excise and Service Tax Appellate Tribunal in June 2014. We are not required to deposit any service tax with the relevant authorities in response to this demand. We do not recognize this claim as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote. The matter is currently pending.

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Show Cause and Demand Notice — Fiscal Year 2012

In November 2012, MMT India received a notice from the service tax authorities for fiscal year 2012, demanding payment of service tax in respect of certain matters, which relate to the travel industry in India but are not covered in the show cause notices mentioned in the above paragraphs relating to service tax, and involve a complex interpretation of Indian law. In February 2013, we filed a reply with the Commissioner of Service Tax. In March 2014 we received an order wherein the demand raised by the service tax authorities was confirmed by the Commissioner of Central Excise. The aggregate value of the claims is approximately Rs.16.1 million (approximately $0.2 million). We filed an appeal against the same with the Customs, Excise and Service Tax Appellate Tribunal in June 2014. We are not required to deposit any service tax with the relevant authorities in response to this demand. We do not recognize this claim as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote. The matter is currently pending.

Show Cause and Demand Notice — Fiscal Year 2013

In May 2014, MMT India received two notices from the service tax authorities for fiscal year 2013, demanding payment of service tax in respect of certain matters, which relates to the travel industry in India and involves a complex interpretation of Indian law. In July 2014 and January 2015, we filed replies with Commissioner of Service Tax. The aggregate value of the claims is approximately Rs. 1,075 million (approximately $16.6 million). In July 2014 and January 2015, we filed replies with the Commissioner of Service Tax. In June 2015, we received orders wherein the demand of approximately Rs. 135 million (approximately $2.1 million) was confirmed by the Commissioner of Central Excise. We filed an appeal against the same with the Customs, Excise and Service Tax Appellate Tribunal in September 2015 after making pre-deposit of approximately Rs. 10 million (approximately $0.2 million) with the relevant authorities. We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Show Cause and Demand Notice — Fiscal Year 2014

In September 2015, MMT India received notices from the service tax authorities for fiscal year 2014 demanding payment of service tax in respect of certain matters, some of which relate to the travel industry in India and involve a complex interpretation of Indian law. In December 2015, we filed replies with the Commissioner of Service Tax. The aggregate value of the claims is approximately Rs. 1,136 million (approximately $17.6 million). We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Show Cause and Demand Notice — Fiscal Year 2015

In April 2016, MMT India received a notice from the service tax authorities for fiscal year 2015 demanding payment of service tax in respect of certain matters, which relates to the travel industry in India and involves a complex interpretation of Indian law. The aggregate value of the claims is approximately Rs. 36 million (approximately $0.6 million). We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Show Cause and Demand Notice — Fiscal Year 2014 to September 2015

In September 2016, MMT India received a notice from the service tax authorities for the period from April 2013 to September 2015 demanding payment of service tax in respect of certain matters, which relate to the travel industry in India and involve complex interpretation of Indian law. In November 2016, MMT India filed replies with the Commissioner of Service Tax. The aggregate value of the claims is approximately Rs. 236 million (approximately $3.7 million). We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

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Show Cause and Demand Notice — November 2013 to March 2016

In October 2016, ibibo India received a notice from the DGCEI for the period from November 2013 to March 2016 demanding payment of service tax in respect of certain matters, which relate to the travel industry in India and involve complex interpretation of Indian law. In February 2017, ibibo India filed preliminary replies with the DGCEI and expects to file final replies upon completion of cross statements. The aggregate value of the claims is approximately Rs. 2,446 million (approximately $37.9 million). We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Show Cause and Demand Notice — Fiscal Year 2012 to March 2016

In October 2016, MMT India received a notice from the DGCEI for the period from May 2011 to March 2016 demanding payment of service tax in respect of certain matters, which relates to the travel industry in India and involve complex interpretation of Indian law. In February 2017, MMT India filed preliminary replies with the DGCEI and expects to file final replies upon completion of cross statements. The aggregate value of the claims is approximately Rs. 2,286 million (approximately $35.4 million). We do not recognize these claims as a contingent liability as we believe the likelihood of the claims being upheld by the relevant authorities to be remote.

Investigations by Directorate General of Central Excise Intelligence (DGCEI)

DGCEI has initiated an investigation into MMT India for the period from October 2010 to September 2015 in relation to service tax on certain matters. In addition, the DGCEI has initiated an investigation into ibibo India for the period from November 2013 to September 2015 in relation to service tax on certain matters. The matters are industry-wide issues and involve a complex interpretation of Indian law. MMT India and ibibo India have made pre-deposits of Rs. 674 million (approximately $10.4 million) and Rs. 65 million (approximately $ 1.0 million) respectively, under protest. The investigation is ongoing. We believe that we have a strong case in our favor and are taking all possible legal measures to secure appropriate orders of relief from the courts. We sought relief against the actions taken by the DGCEI and received orders in our favor from the Delhi High Court in relation to both the MMT India and ibibo India matters. The DGCEI has appealed the orders of the Delhi High Court to the Supreme Court of India. The Supreme Court issued an interim order on September 27, 2016 staying the order of the High Court. The matter is pending.

Other Proceedings

Dispute with Ezeego1

In August 2010, we were informed that one of our competitors may have filed a criminal complaint in India against us likely alleging the misuse of domain names similar to the name of such competitor’s website. The police authorities are investigating the matters in such complaint, which was filed by our competitor, Ezeego1, and we are cooperating with the authorities and have responded to questions in relation to such investigation.

In December 2014, MMT India and its officers received summons from the Court of Additional Chief Metropolitan Magistrate in Mumbai to answer to the above complaint. We filed a revision petition against the summoning order before the Sessions Court, Mumbai, which allowed the revision petition. The next day of listing of the revision petition November 30, 2017.

Dispute with Hotel Pine Spring

We filed criminal complaints under the provisions of the Negotiable Instruments Act, 1881, as amended, during fiscal year 2013 to recover monies related to the dishonoring of checks in the amount of Rs. 40.0 million (approximately $0.6 million) provided to us by Hotel Pine Spring, one of our hotels and packages vendors in

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Srinagar, India. These checks were provided as security for deposits made by us under our agreements signed with the hotel in fiscal years 2011 and 2012 in order to assure available room inventory at pre-agreed rates. We deposited the checks when the agreements were not complied with by the hotel, including by not providing a bank guarantee. We have initiated criminal proceedings against the hotel and its owner for failing to honor the checks and also for breach of the terms of the agreement. Hotel Pine Spring has failed to appear before the Magistrate on various occasions and non-bailable warrants have been issued. The next hearing date in relation to the criminal complaints is on January 23, 2018 and the next hearing date in relation to the recovery of monies arising out of the dishonoring of checks is on February 2, 2018.

Dispute with GoCash

ibibo India received an ex parte injunction order from passed by the Vacation Bench of the District Court at Ernakulum in favour of UAE Exchange Centre LLC & Anr. (hereinafter “Petitioner”) restraining ibibo India from using the term “GoCash” on the basis that the same was infringing and/or passing off the trademark “gocash” of the Petitioner. Subsequently, ibibo India filed its counter affidavit before the District Court at Ernakulum along with an application to vacate such ex-parte injunction. During the hearing on May 24, 2017, the Petitioner gave an undertaking to the court, not to file contempt proceedings for non-compliance of the injunction order till the final determination of the suit by the courts. The next hearing date in this matter is July 22, 2017.

Dispute with Blair James Speers and Graham Paul Johnson

MakeMyTrip is a respondent in a Singapore International Arbitration Centre (SIAC) arbitration proceeding commenced by former shareholders of the Hotel Travel Group, which we acquired in November 2012. The notice of arbitration as filed with SIAC was received by MakeMyTrip on July 12, 2016. The dispute has arisen in connection with certain earn out provisions in a share purchase agreement dated September 26, 2012 between the Hotel Travel Group, its former shareholders and our holding company, under which these former shareholders agreed to sell and transfer to our holding company the share capital of the Hotel Travel Group. The share purchase agreement is governed by Mauritius law. We brought counterclaims in these proceedings against these former shareholders in connection with breaches of the share purchase agreement. The sum in dispute is approximately $35 million. As of the date of this annual report, the arbitration is pending.

B. Significant Changes

There has been no significant subsequent event following the close of the last financial year up to the date of this Annual Report that is known to us and requires disclosure in this Annual Report for which disclosure was not made in this Annual Report.

ITEM 9.

THE OFFER AND LISTING

A. Offer and Listing Details

Our outstanding ordinary shares are currently listed and traded on the Nasdaq Global Market under the symbol “MMYT.”

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The following table shows the reported high and low trading prices quoted in US dollars for our ordinary shares on the NASDAQ Global Market.


	Nasdaq Global Market Price Per Ordinary Share
Period	High		Low
Fiscal Year
2013	$	23.63	$	10.77
2014	$	29.73	$	12.50
2015	$	36.12	$	19.06
2016	$	24.04	$	11.97
2017	$	37.35	$	13.69
Fiscal Quarter
2016
1st Quarter	$	24.04	$	17.81
2nd Quarter	$	20.81	$	11.97
3rd Quarter	$	19.05	$	13.55
4th Quarter	$	22.99	$	14.88
2017
1st Quarter	$	20.20	$	13.69
2nd Quarter	$	23.80	$	14.41
3rd Quarter	$	31.90	$	19.75
4th Quarter	$	37.35	$	22.40
Month
2016
December	$	25.40	$	22.05
2017
January	$	34.20	$	22.40
February	$	36.65	$	31.60
March	$	37.35	$	30.60
April	$	39.15	$	33.80
May	$	40.90	$	30.45
June ⁽¹⁾	$	34.10	$	28.65

Note:

(1)	Until June 30, 2017.

B. Plan of Distribution

Not Applicable.

C. Markets

Our ordinary shares are listed on the Nasdaq Global Market under the symbol “MMYT.”

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

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ITEM 10.

ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

Our company (Company No. 24478/5832) is a public company incorporated under the laws of Mauritius with limited liability and we hold a Category 1 Global Business Licence issued by the Financial Services Commission in Mauritius. Our affairs are governed by our Constitution, the Terms of Issue, the Mauritius Companies Act, the Securities Act 2005 of Mauritius, or the Mauritius Securities Act, and other applicable laws of Mauritius and any rules or regulations made thereunder. The Terms of Issue are deemed to form part of our Constitution.

Our Constitution states that the objects of our company are to carry out any business or activity permitted under our company’s Category 1 Global Business Licence, and to the extent permitted by law, our company may effect any business transaction and take any steps which it considers expedient to further the objects of our company.

We currently have two classes of shares outstanding, being ordinary shares and Class B Shares. Generally, Class B Shares have the same rights and preferences as the ordinary shares except as specifically set forth in the Terms of Issue. As of March 31, 2017, our stated capital was $1,695,327,193.42 comprising 52,706,194 ordinary shares and 38,971,539 Class B Shares with a par value of $0.0005 each.

The following are summaries of certain provisions of our Constitution, the Terms of Issue, the Transaction Agreement and the Mauritius Companies Act insofar as they relate to the material terms of our ordinary shares and Class B Shares. The term “shareholders” as used in these summaries in relation to our company refers to persons whose names are entered into the share register of our company as the current holder of one or more shares of our company. These summaries do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of our Constitution, the Terms of Issue, the Transaction Agreement and the Mauritius Companies Act.

Ordinary Shares

General

All of our ordinary shares are fully paid. Our shareholders who are non-residents of Mauritius may freely hold and vote their ordinary shares.

Dividends

Under the Mauritius Companies Act and our Constitution, we may only pay dividends out of retained earnings, after having made good any accumulated losses at the beginning of the accounting period, and no distribution (which term includes dividend) may be made unless our board of directors is satisfied that, upon the distribution being made (1) our company is able to pay its debts as they become due in the normal course of business and (2) the value of our company’s assets is greater than the sum of (a) the value of its liabilities and (b) our company’s stated capital. Subject to the Mauritius Companies Act and our Constitution, the declaration and payment of any dividend has to be authorized by our board of directors, subject to the approval of our shareholders.

Our board of directors may from time to time pay to our shareholders such interim dividends as appear to the directors to be justified by our profits, and in particular (but without prejudice to the generality of the

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foregoing) if at any time the share capital of our company is divided into different classes, our board of directors may also pay any fixed dividend which is payable on any shares of our company half-yearly or on any other dates, whenever our profits, in the opinion of our board of directors, justifies such payment.

Our board of directors may retain any dividends or other monies payable on or in respect of a share upon which our company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respect of which the lien exists.

No dividend shall carry interest against us.

Any dividend or other moneys payable in cash on or in respect of a share may be paid by check or warrant sent through the post addressed to the registered address of the shareholder entitled, or in the case of joint holders, to the registered address of the person whose name stands first in our register of members in respect of the joint holding, or to such person at such address as such shareholder may in writing direct or may be sent by remittance or telegraphic transfer to the bank account of the holder at his bank account as may be notified in writing to us. Every check or warrant or remittance or telegraphic transfer so sent shall be made payable to the order of the person to whom it is sent or, in the case of joint holders, to the order of the holder whose name stands first on our register of members in respect of such shares, and shall be sent at his or their risk and the payment of any such check or warrant by the bank on which it is drawn shall operate as a good discharge to us in respect of the dividend or moneys represented thereby.

Any dividend unclaimed after a period of six years from the date of declaration of such dividend may be forfeited by our board of directors and if so, shall revert to us.

Voting Rights

Subject to any rights or restrictions as to voting for the time being attached to any class of shares and our Constitution, each holder of our ordinary shares who is present in person or by proxy at a meeting of shareholders shall have one vote on a show of hands and on a poll, each holder of our ordinary shares who is present in person or by proxy shall have one vote for every ordinary share which he holds or represents. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by: (1) the chairman of such meeting, (2) not less than five shareholders having the right to vote at the meeting, (3) a shareholder or shareholders representing not less than 10.0% of the total voting rights of all shareholders having the right to vote at the meeting, or (4) by a shareholder or shareholders holding shares that confer a right to vote at the meeting and on which the aggregate amount paid up is not less than 10.0% of the total amount paid up on all shares that confer that right.

An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of votes of those shareholders entitled to vote and voting on the matter which is the subject matter of the resolution, while a special resolution is a resolution approved by a majority of 75.0% or, if a higher majority is required by the Constitution, that higher majority, of the votes of those shareholders entitled to vote and voting on the question. A special resolution will be required for matters such as amending our Constitution.

Transfer of Ordinary Shares

Subject to the restrictions contained in our Constitution, as applicable, any of our shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange (as defined in our Constitution) or in any other form approved by our board of directors.

Our board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share (not being a fully paid up share) to a person of whom it does not approve, or any transfer of any share issued

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under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, or any transfer of shares upon which our company has a lien. Our board of directors may also decline to register any transfer of any ordinary share unless:

•

a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as our board of directors may from time to time require is paid to our company in respect thereof;

•

the instrument of transfer is lodged at the registered office of our company for the time being or at such other place (if any) as our board of directors may appoint, accompanied by the relevant share certificate(s) and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of the person so to do); and

•

the instrument of transfer is in respect of only one class of shares.

If our board of directors refuses to register a transfer of any ordinary shares, they shall within 28 days after the date on which the transfer was lodged with our company send to the transferor and the transferee notice of the refusal as required by the Mauritius Companies Act and the reasons for the refusal will be given in the notice.

Liquidation

On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of ordinary shares), assets available for distribution among the holders of ordinary shares shall be distributed among the holders of the ordinary shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately.

Redemption of Shares

Subject to the provisions of the Mauritius Companies Act and other applicable law, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner, including out of capital, as may be determined by our board of directors or by ordinary resolution of the shareholders of our company.

Variations of Rights of Shares

If at any time our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Mauritius Companies Act, be varied with the sanction of a special resolution passed at a meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of 75.0% of the vote of all of the shares in that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

Meetings of Shareholders

An annual shareholders’ meeting shall be convened by our board of directors not more than once in each year and not later than six months after our balance sheet date. Special meetings of shareholders may be convened by our board of directors or on the written request of shareholders holding shares carrying together not less than 5.0% of the voting rights entitled to be exercised on the issue. Subject to our Constitution, advance notice of at least 14 days is required for the convening of our annual shareholders’ meeting and any special meeting of our shareholders. A quorum for a shareholders meeting shall be present where the shareholders or their proxies are present or have cast postal votes, who are between them able to exercise not less than 33.3% of the votes to be cast on the business to be transacted by the meeting.

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A shareholder may exercise the right to vote either by being present in person, by proxy or postal vote. A proxy for a shareholder may attend and be heard at a meeting of shareholders as if the proxy were the shareholder. A proxy shall be appointed by notice in writing signed by the shareholder, and the notice shall state whether the appointment is for a particular meeting or a specified term.

Inspection of Books and Records

Under the Mauritius Companies Act, we are required to keep available our certificate of incorporation, our Constitution, our share register, the full names and residential addresses of our directors, the registered office and address for service of our company, copies of the instruments creating or evidencing charges which are required to be registered under section 127 of the Mauritius Companies Act, minutes of all meetings and resolutions of shareholders, copies of written communications to all shareholders or to all holders of a class of shares during the preceding seven years (including financial statements, and group financial statements), certificates given by directors under the Mauritius Companies Act and the interests register (if any) of our company for inspection by any shareholder of our company or by a person authorized in writing by a shareholder for the purpose, between the hours of 9.00 a.m. and 5.00 p.m. on each working day during the inspection period at the place at which our records are kept in Mauritius. A shareholder who wishes to inspect such records must serve written notice on us of his intention to inspect the records.

The term “inspection period” is defined in the Mauritius Companies Act to mean the period commencing on the third working day after the day on which notice of intention to inspect is served on us by the person or shareholder concerned and ending with the eighth working day after the day of service.

Changes in Capital

We may from time to time by ordinary resolution:

•

increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;

•

consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

•

sub-divide our existing shares, or any of them, into shares of a smaller amount; or

•

cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of our share capital by the amount of the shares so cancelled in accordance with the Mauritius Companies Act.

We may by special resolution reduce our share capital or any capital redemption reserve in any manner permitted by law.

Purchase by Our Company of its Own Shares

Our company may, subject to and in accordance with the Mauritius Companies Act, purchase or otherwise acquire its own shares, on such terms and in such manner as our board of directors may from time to time think fit. Any share that is so purchased or acquired by our company shall, unless held as treasury shares in accordance with the Mauritius Companies Act, be deemed to be cancelled immediately on purchase or acquisition. On such cancellation of a share, the rights and privileges attached to that share shall expire, and the number of issued shares of our company shall be diminished by the number of such shares so cancelled, and where any such cancelled shares was purchased or acquired out of the capital of our company, the amount of the share capital of our company shall be reduced accordingly. In any other instance, our company may hold or deal with any such share which is so purchased or acquired by it in such manner as may be permitted by or in accordance with the Mauritius Companies Act.

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Directors’ Borrowing Powers

Our Constitution provides that our board of directors may exercise all the powers of our company to borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of our company and, subject to the Mauritius Companies Act, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of our company or of any third party.

Interested Directors

The Mauritius Companies Act and our Constitution provide that a director of our company shall, forthwith after becoming aware of the fact that he is interested in a transaction or a proposed transaction with our company, cause to be entered in the interests register of our company and disclose to our board of directors the nature and monetary value of that interest, or where the monetary value of the director’s interest cannot be quantified, the nature and extent of that interest. A general notice entered in the interests register or disclosed to our board of directors to the effect that a director is a shareholder, director, officer or trustee of another named company or other person and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that company or person, is a sufficient disclosure of interest in relation to that transaction. To the extent that our company is a reporting issuer (as defined in section 86 of the Mauritius Securities Act) the relevant disclosure requirements under the Mauritius Securities Act may also be applicable. We have obtained an exemption from the Mauritius Financial Services Commission from the disclosure requirements applicable to reporting issuers under the Mauritius Securities Act.

Under our Constitution, a director of our company may not vote in respect of any contract or arrangement or any proposed contract or arrangement in which he has any interest, directly or indirectly.

Section 149 of the Mauritius Companies Act provides that a transaction entered into by a company in which a director of the company is interested may be avoided by the company at any time before the expiration of six months after the transaction is disclosed to all the shareholders (whether by means of the company’s Annual Report or otherwise). However, a transaction shall not be avoided where the company receives fair value under it, and where a transaction is entered into by the company in the ordinary course of its business and on usual terms and conditions, the company shall be presumed to have received a fair value under the transaction. Under the Mauritius Companies Act, the avoidance of a transaction under Section 149 of the Mauritius Companies Act will not affect the title or interest of a person in or to property which that person has acquired where the property was acquired (a) from a person other than the company, (b) for valuable consideration, and (c) without knowledge of the circumstances of the transaction under which the person referred to in paragraph (a) acquired the property from the company.

Notification of Shareholdings by Directors and Substantial Shareholders

Our Constitution provides that (a) each of our directors shall, upon his appointment to our board of directors, give an undertaking to our company that, for so long as he remains a director of our company, he shall forthwith notify our company secretary of the particulars of our shares beneficially owned by him at the time of his appointment and of any change in such particulars (including the circumstances of any such change), and (b) each member of our company shall, upon becoming a substantial shareholder of our company, give an undertaking to our company that, for so long as he remains as a substantial shareholder of our company, he shall notify our company secretary of the particulars of our shares in which he has an interest at the time of his becoming a substantial shareholder or of any change in such particulars (including the circumstances of any such change) within 48 hours of such time or change (as the case may be), provided that he shall only be required to give notice of a change in the percentage level of his interests in the shares where there is a change of 1.0% or more in the percentage level of his shareholding interest in the relevant class of shares in our company. For this purpose, a “substantial shareholder” means a person who holds by himself or his nominee a share or an interest in a share in the capital of our company which entitles him to exercise not less than 5.0% of the aggregate voting power exercisable at a meeting of our shareholders.

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Category 1 Global Business Company

We are a public company incorporated under the laws of Mauritius with limited liability and we hold a Category 1 Global Business Licence issued by the Financial Services Commission in Mauritius. “Limited liability” means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shares of the company. Mauritius law distinguishes between domestic companies and global business companies. Any company that is formed or registered in Mauritius and which conducts business outside of Mauritius may apply for a Category 1 Global Business Licence. The requirements for a Category 1 Global Business Company are essentially the same as for a domestic company except for some of the exemptions and privileges listed below (which are not exhaustive):

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a Category 1 Global Business Company does not have to file an annual return of its shareholders with the Registrar of Companies;

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a Category 1 Global Business Company may issue no par value shares; and

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a Category 1 Global Business Company may register as a protected cell company.

We are subject to reporting and other information and disclosure requirements of the Mauritius Securities Act and any rules or regulations made thereunder. However, we have obtained an exemption from the Mauritius Financial Services Commission from the disclosure requirements applicable to reporting issuers under the Mauritius Securities Act.

Class B Shares

The rights and preferences of the Class B Shares issued to MIH Internet are set forth in the Terms of Issue. Capitalized terms used in this section shall have the meanings given to them in the Terms of Issue.

General

All of our Class B Shares are fully paid. Certificates representing our Class B Shares are issued in physical form. Class B Members who are non-residents of Mauritius may freely hold and vote their Class B Shares, subject to certain transfer restrictions set forth in the Terms of Issue.

Dividends

Class B Shares have the same general rights to dividends and other distributions as our ordinary shares and no dividends or distributions may be declared on other classes of our shares without also being paid in the same manner to Class B Shares.

All dividends and distributions on Class B Shares that are payable in our voting securities will be payable in the form of Class B Shares and no dividends or distributions on our other securities shall be paid in the form of Class B Shares. Class B Shares may not be split, divided, consolidated or combined unless the other outstanding classes of our voting securities are proportionately split, divided, consolidated or combined.

In the event of a transaction as a result of which our ordinary shares are converted into or exchanged for cash or other securities or assets, then from and after such transaction, each holder of Class B Shares will be entitled to receive, upon the conversion of its Class B Shares, such cash or other securities or assets as such Class B Member would have received if the conversion of such Class B Shares had occurred immediately prior to such transaction.

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Voting Rights

Except as otherwise required by law, the Terms of Issue or our Constitution, our ordinary shares and Class B Shares shall vote together as a single class on all matters on which our shareholders are entitled to vote.

At any shareholders’ meeting, on a vote via a show of hands, each holder of Class B Shares present, in person or by proxy, shall have one vote. Furthermore, holders of Class B Shares holding, in the aggregate, more than 10% of the total voting power on the business day prior to a shareholders’ meeting, may on demand require that voting take place by way of poll. At any shareholders’ meeting, on a vote by way of a poll, each holder of Class B Shares who is present in person or by proxy shall have one vote per Class B Share.

Liquidation

In the event of a voluntary or involuntary liquidation, dissolution or winding up of our company, Class B Shares will be treated equally on a per share basis to all our other voting securities with respect to the distribution of our assets.

Variations of Rights of Shares

The Class B Members may, by ordinary resolution, at any time and from time to time suspend (i) the voting rights of each Class B Share; and/or (ii) the distribution rights of each Class B Share, in each case for a period no longer than six months, provided that, unless such suspension is renewed by the Class B Members (by ordinary resolution), the original voting and distribution rights of the Class B Shares set out in the Terms of Issue shall be restored automatically upon the expiry of the specified period.

The Terms of Issue shall not be varied, modified or abrogated without the prior approval of the Class B Members, by ordinary resolution. For so long as the Permitted Holders beneficially own 10% or more of our issued and outstanding voting securities, our holding company may not amend its Constitution in any manner, enter into or amend any agreement, or take any similar actions that would adversely affect the Class B Members’ rights under the Terms of Issue or our ability to comply with our obligations under the Terms of Issue.

Conversion Rights

Following a conversion of Class B Shares into ordinary shares, the resulting ordinary shares will be duly authorized, validly issued, fully paid and non-assessable and free of any pre-emptive rights. Furthermore, in the event of the issuance of our securities as a dividend or in the case of a sub-division, split-up, combination or a change of our securities into a different number or class of securities, or any consolidation, merger or sale of our property substantially as an entirety or other similar transaction that could dilute our outstanding securities, the conversion rate for Class B Shares shall be appropriately adjusted so that the rights of the Class B Members shall not be diluted.

Each holder of Class B Shares may convert any or all of its Class B Shares into an equal number of our ordinary shares at any time.

A Class B Share shall automatically convert into one ordinary share upon the transfer of such Class B share to any person, except in the event of a transfer to (i) a Permitted Holder, (ii) a transferee in a Forty Percent Transfer, (iii) or a permitted pledgee of the Class B Share; provided that the conversion of any Class B Shares which are transferred in the circumstances described below in the section titled “Additional Shareholder Agreements” shall be subject to the entry into the relevant shareholders agreement described below. Class B Shares may be pledged as collateral security for any indebtedness for borrowed money due to the person to whom the pledge is made or its nominee; provided that such Class B Shares shall not be voted on or registered in the name of the pledgee and shall automatically convert into ordinary shares upon the pledgee foreclosing on such shares.

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Board-Related Rights

Our board of directors consists of ten members, comprising four directors nominated by the Class B Members (including one Mauritius resident), two directors nominated by our company, one director nominated by Ctrip and three independent directors (including one Mauritius resident).

So long as the Permitted Holders beneficially own 10% or more of our issued and outstanding voting securities, the Class B Members will be entitled to (i) nominate from time to time a number of directors to our board of directors in proportion to their percentage beneficial ownership of our issued and outstanding voting securities (including if over 40%), rounded to the nearest whole number; provided that, for so long as the Class B Members, either alone or together with certain permitted transferees, are entitled to nominate at least four directors to our board of directors, at least one of the nominees shall be a Mauritius resident and (ii) request the removal of any Class B director at any time. In the event of any vacancy of a Class B director, the Class B Members shall have the exclusive right to designate a replacement to fill such vacancy, and except as required by law or our Constitution, neither our company nor our board of directors may remove any Class B director unless such removal is at the written direction of the Class B Members or for cause.

In the event the number of Class B directors at any given time is greater than the number of directors the holders of Class B Shares are entitled to nominate (in proportion to their percentage beneficial ownership as described above), the Class B Members shall cause the applicable number of Class B directors to tender their resignations from our board of directors promptly, including causing all Class B directors to tender resignations in the event the Permitted Holders no longer beneficially own at least 10% of our issued and outstanding voting securities.

At any time the Permitted Holders beneficially own 15% or more of our issued and outstanding voting securities, then the quorum for meetings of the board of directors shall require a majority of the board of directors, including no fewer than two Class B directors and two Mauritius resident directors. If a quorum is not met due to the absence of Class B directors, the meeting of the board of directors will be postponed one week, and quorum may be achieved at such postponed meeting without the presence of the Class B directors; provided, however, any action taken at such postponed meeting with respect to a Reserved Matter shall continue to be subject to the requirements with respect to the Reserved Matters described below.

At any time the Permitted Holders beneficially own 10% or more of our issued and outstanding voting securities:

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one Class B director shall serve on each committee of our board of directors. In addition, for so long as Class B Members are entitled to nominate directors or Class B directors in fact serve on our board of directors, (i) the board of directors will not form an executive committee (or similar committee) unless the Class B directors are represented on such committee in proportion to the percentage beneficial ownership of our issued and outstanding voting securities held by Class B Members, rounded to the nearest whole number and (ii) all consideration of, and voting with respect to, any business combination, tender offer or exchange offer, sale or acquisition of material assets, liquidation or dissolution, in each case involving our holding company or any of our subsidiaries or our or their securities or a material amount of the assets or businesses of our holding company or any of our subsidiaries, and any material financing transactions and appointment and employment of executive officers, will take place only at the level with the full board of directors; and

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if no Class B director serves on the audit committee, the Class B Members shall have the right to appoint a representative to attend audit committee meetings as an observer.

Pre-emptive Rights

If we propose to issue voting securities and all Permitted Holders beneficially own 10% or more of our issued and outstanding voting securities, the Class B Members shall have the right to subscribe for and purchase

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additional Class B Shares from us in such amount as will cause the percentage of voting power of the Permitted Holders after giving pro forma effect to such new issuance of voting securities and purchase of Class B Shares to be equal to the percentage of voting power of the Permitted Holders as calculated immediately prior to the consummation of such new issuance of voting securities and purchase of Class B Shares and otherwise preserve and maintain the relative voting and distribution rights of the Class B Members.

“Permitted Holders” refer to (i) Naspers or any of its affiliates, (ii) any person that directly or indirectly acquires all or a substantial portion of Naspers’ e-commerce business or any affiliate of such person, (iii) any person that directly or indirectly acquires all or a substantial portion of Naspers’ business-to-consumer business or any affiliate of such person or (iv) the transferee or its affiliates following a Forty Percent Transfer. A “Forty Percent Transfer” refers to a transfer or series of transfers of Class B Shares to a person other than a Permitted Holder by one or more Class B Members (or the transferee in a Forty Percent Transfer) involving (i) Class B Shares equal to or more than 40% of the total voting power of all our voting securities or (ii) all of the Class B Shares held by such transferring Class B Members or transferee, so long as such Class B Shares represent at least 30% of the total voting power of all our voting securities.

The price payable in connection with the exercise of such pre-emptive rights by the Class B Members shall be as follows:

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in the case of voting securities issued pursuant to an employee benefit plan, the market price on the date of the issuance of such voting securities issued upon the exercise or settlement of any equity awards under such employee benefit plan ;

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in the case of voting securities issued as consideration for the acquisition by us of any business, assets or other person, the implied price per share pursuant to the terms of such acquisition (taking into account any indebtedness assumed pursuant to such acquisition); and

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in the case of any other issuance of voting securities, the same price offered to all other investors participating in such issuance.

Transfer Restrictions

Until January 31, 2019, Class B Members cannot transfer any of their Covered Shares to certain specified competitors. Furthermore, until January 31, 2018, Class B Members cannot transfer any of their Covered Shares to any person who, after giving effect to such transfer, would beneficially own 15% or more of our issued and outstanding voting securities. However, these restrictions shall not apply to the following types of transfers:

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transfers to Permitted Holders;

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transfers pursuant to any business combination approved in advance by our board of directors or a third party tender offer for our shares;

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transfers pursuant to any registered public offering in accordance with the Securities Act, but only so long as the Class B member uses reasonable best efforts to ensure that such offering does not result in any person becoming the beneficial owner of 15% or more of our issued and outstanding voting securities;

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transfers pursuant to any open market sales made in accordance with Rule 144 under the Securities Act, but only so long as the Class B member uses reasonable best efforts to ensure that such open market sales do not result in any person becoming the beneficial owner of 15% or more of our issued and outstanding voting securities;

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transfers to our holding company or any of our subsidiaries, including pursuant to any open market share repurchase program or an issuer self-tender offer or any other transaction pursuant to which any capital stock of our holding company is acquired by our company or any plan or trust in respect of which voting is controlled by our company; or

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transfers made pursuant to transactions approved in advance by our board of directors.

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Reserved Matters

At any time that the Permitted Holders beneficially own 15% or more of our issued and outstanding voting securities, the following matters (“Reserved Matters”) shall require the approval of both a majority of our board of directors (including Class B directors) and a majority of the Class B directors:

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entering into any transaction that would impose limitations on the legal rights of Class B Members, or deny Class B Members material benefits or otherwise adversely discriminate against Class B Member as a shareholder of MakeMyTrip;

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amending, restating, waiving or otherwise modifying any provision of any investor rights agreement, investment agreement, shareholder agreement or other contract entered into with any of our shareholders in any manner that would be adverse to the rights of any Class B Member or more favorable to the rights of such other shareholders thereunder than to the rights of the Class B Members under the Terms of Issue;

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entering into any contract or transaction, or series of related transactions, that purports to or in fact limits (i) the activities that may be conducted by any Class B Member or its affiliates or (ii) in any material respect, other than in the ordinary course of business (including pursuant to customary covenants entered into as part of ordinary course financing arrangements), the scope of business that we may conduct (whether through restraint of trade or non-competition covenants or similar provisions);

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entering into any contract or transaction, or series of related transactions, providing for or resulting in (i) any person, other than Class B Members or their affiliates, becoming the beneficial owner of more than 35% of our issued and outstanding voting securities or otherwise acquiring (directly or indirectly) effective control of our company or (ii) the sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of our company and our subsidiaries to any person other than Class B Members and their affiliates;

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approving, adopting or implementing any takeover defense measure (including any “poison pill,” stockholder rights plan or similar anti-takeover agreement or plan), other than any such measure, plan or agreement that would not apply to Class B Members and their affiliates;

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selling, exchanging, transferring or otherwise disposing of any assets or subsidiary of MakeMyTrip, in one or a series of transactions, if (i) the annualized revenue generated by such assets or subsidiary, together with the annualized revenue of all assets or subsidiaries so disposed of within the twelve month period ending on the date of such disposal, exceeds 50% of our consolidated total revenue for the preceding fiscal year, (ii) such assets or subsidiary, together with all assets or subsidiaries so disposed of within the twelve month period ending on the date of such disposal, represents more than 50% of our consolidated total assets as of the end of the preceding fiscal year or (iii) such assets or subsidiary, together with all assets or subsidiaries so disposed of within the twelve month period ending on the date of such disposal, represents more than 50% of our total number of transactions for the preceding fiscal year;

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issuing any securities where such issuance would require the prior approval of our ordinary shareholders pursuant to Rule 5635 of the NASDAQ Stock Market Rules as in effect on October 18, 2016, or if our ordinary shares are no longer listed on the NASDAQ, the rules of any other stock exchange or market on which the ordinary shares are then listed (in each case treating MakeMyTrip as if it were not a “foreign private issuer”);

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causing us to enter into any line of business other than the online travel and travel services businesses;

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incurring, assuming, issuing, guaranteeing or otherwise becoming liable for indebtedness which, when aggregated with the principal amount of all other indebtedness then outstanding, would require approval of our shareholders under applicable law, or which would exceed 20% of our consolidated total assets as of the end of the preceding fiscal year;

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terminating the employment of our executive chairman and group chief executive officer, our co-founder and chief executive officer – India or our co-founder and president, or appointing any new or additional executive chairman and group chief executive officer, co-founder and chief executive officer – India or co-founder and president; and

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increasing or decreasing the size of our board of directors if such increase or decrease would result in a decrease in the percentage of the Class B directors represented on our board of directors.

Additional Shareholder Agreements

In connection with any transfer of Class B Shares to a person other than a Permitted Holder of a number Class B Shares equal to or more than 30% (but less than 40%) of the total voting power of our voting securities, the transferring holder of Class B Shares shall have the option to require us to enter into a separate shareholders’ agreement with the relevant transferee, pursuant to which such transferee shall be provided with substantially the same rights (and be subject to the same restrictions on transfer set forth in the Terms of Issue) regarding pre-emptive rights, board-related rights (including rights with respect to Reserved Matters) and inspection rights as those provided to holders of Class B Shares in the Terms of Issue, as well as registration rights consistent with those provided to MIH Internet in the 2016 Registration Rights Agreement.

In connection with any transfer of Class B Shares to a person other than a Permitted Holder of a number Class B Shares equal to or more than 15% (but less than 30%) of the total voting power of our voting securities, the transferring holder of Class B Shares shall have the option to require us to enter into a separate shareholders’ agreement with the relevant transferee, pursuant to which such transferee shall be provided with substantially the same rights (and be subject to the same restrictions on transfer set forth in the Terms of Issue) regarding pre-emptive rights, board-related rights (but excluding rights with respect to Reserved Matters) and inspection rights as those provided to holders of Class B Shares in the Terms of Issue, as well as registration rights consistent with those provided to MIH Internet in the 2016 Registration Rights Agreement.

Inspection and Information Rights

For so long as the Permitted Holders beneficially own 10% or more of our issued and outstanding voting securities, Class B Members shall be entitled to have reasonable access to our personnel, properties, systems, contracts, records and representatives, subject to certain exceptions.

Differences in Corporate Law

The Mauritius Companies Act differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Mauritius Companies Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders.

Pursuant to the Mauritius Companies Act, subject to certain exceptions prescribed in the Mauritius Companies Act, a Mauritius company shall not enter into the following transactions unless the transaction is approved by special resolution or contingent on approval by special resolution of the shareholders of the company:

(a)

the acquisition of, or an agreement to acquire, whether contingent or not, assets the value of which is more than 75.0% of the value of the company’s assets before the acquisition;

(b)

the disposition of, or an agreement to dispose of, whether contingent or not, assets of the company the value of which is more than 75.0% of the value of the company’s assets before the disposition; or

(c)

a transaction that has or is likely to have the effect of the company acquiring rights or interests or incurring obligations or liabilities the value of which is more than 75.0% of the value of the company’s

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assets before the transaction (provided that this will not apply by reason only of the company giving, or entering into an agreement to give, a charge secured over assets of the company, the value of which is more than 75.0% of the value of the company’s assets for the purpose of securing the repayment of money or the performance of an obligation).

Under the Mauritius Companies Act, a special resolution is a resolution that is approved by a majority of 75.0% or, if a higher majority is required by the constitution of a Mauritius company, that higher majority, of the votes of those shareholders entitled to vote and voting on the question.

Where a transaction involves the acquisition or disposition or the acquiring of rights, interests or incurring obligations of, in any case, more than half the value of the Mauritius company’s assets, subject to certain exceptions prescribed in the Mauritius Companies Act, the transaction has to be approved by ordinary resolution or contingent on approval by ordinary resolution, and a Mauritius company shall not enter into the following transactions unless the transaction is approved by ordinary resolution or contingent on approval by ordinary resolution of the shareholders of the company:

(a)

the acquisition of, or an agreement to acquire, whether contingent or not, assets the value of which is more than 50.0% of the value of the company’s assets before the acquisition;

(b)

the disposition of, or an agreement to dispose of, whether contingent or not, assets of the company the value of which is more than 50.0% of the value of the company’s assets before the disposition; or

(c)

a transaction that has or is likely to have the effect of the company acquiring rights or interests or incurring obligations or liabilities the value of which is more than 50.0% of the value of the company’s assets before the transaction (provided that this will not apply by reason only of the company giving, or entering into an agreement to give, a charge secured over assets of the company, the value of which is more than 50.0% of the value of the company’s assets for the purpose of securing the repayment of money or the performance of an obligation).

Under the Mauritius Companies Act, an ordinary resolution is a resolution that is approved by a simple majority of the votes of those shareholders entitled to vote and voting on the matter which is the subject of the resolution.

Mergers and Similar Arrangements

A merger of two or more constituent companies under Mauritius law requires an amalgamation proposal to be approved by the directors of each constituent company and by special resolution of the shareholders of each constituent company.

A merger between a Mauritius parent company and its Mauritius subsidiary or subsidiaries does not require approval by a resolution of shareholders. For this purpose a “subsidiary” has the meaning assigned to it by the Mauritius Companies Act.

Save in certain circumstances, a dissenting shareholder of a Mauritius constituent company is entitled to payment of the fair and reasonable price for his shares upon dissenting to a merger or consolidation. The exercise of appraisal rights will normally preclude the exercise of any other rights save for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies where the Supreme Court of Mauritius, on the application of the company or, with leave of the court, any shareholder or creditor of the company, may order that an arrangement or amalgamation or compromise shall be binding on the company and on such other persons or classes of persons as the court may specify and any such order may be made on such terms and conditions as the court thinks fit.

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Shareholders’ Suits

In principle, we will normally be the proper plaintiff, but under the Mauritius Companies Act, the Mauritius courts may grant leave to a shareholder (including a minority shareholder) to bring a derivative action.

Indemnification of Directors and Executive Officers and Limitation of Liability

Under the Mauritius Companies Act, a company may indemnify a director or employee of the company or a related company for any costs incurred by him or the company in respect of any proceedings (a) that relates to liability for any act or omission in his capacity as a director or employee and (b) in which judgment is given in his favor, in which he is acquitted, which is discontinued, in which he is granted relief under section 350 of the Mauritius Companies Act or where proceedings are threatened and such threatened action is abandoned or not pursued.

The Mauritius Companies Act further provides that a company may indemnify a director or employee of the company or a related company in respect of (a) liability to any person, other than the company or a related company, for any act or omission in his capacity as a director or employee or (b) costs incurred by that director or employee in defending or settling any claim or proceedings relating to any such liability, save in respect of any criminal liability or liability in respect of a breach (in the case of a director) of the duty to exercise his powers honestly in good faith in the best interests of the company. Our Constitution provides for indemnification, to the extent permitted by Mauritius law, of our directors and officers for costs, charges, losses, expenses and liabilities incurred or sustained by them in the execution and discharge of their duties in their respective offices or in relation thereto, except in respect of their own fraud or dishonesty.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Mauritius law, a director of a Mauritius company is in the position of a fiduciary with respect to the company and therefore it is considered that he owes duties to the company that include a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his or her position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party. Under the Mauritius Companies Act, our directors have a duty to our company to exercise their powers honestly, in good faith and in the best interests of our company. Our directors also have a duty to our company to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Where a director of a public company also holds office as an executive, the director is required under Mauritius law to exercise that degree of care, diligence and skill which a reasonably prudent and competent executive in that position would exercise. In fulfilling their duty of care to our company, our directors must ensure compliance with the Mauritius Companies Act and our Constitution, as amended from time to time.

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Neither Mauritius law nor our Constitution requires the majority of our directors to be independent.

Shareholder Action by Written Consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Mauritius law provides that, save for the annual meeting of a company, shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held or by resolution in writing signed by shareholders holding not less than 75.0% of the votes entitled to be cast on that resolution, or such percentage above 75.0% as is required under the constitution.

Shareholder Meetings

Shareholders of a Delaware corporation generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or bylaws. However, if a corporation fails to hold its annual general meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual general meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.

Mauritius law and our Constitution allow our shareholders to requisition a shareholders’ meeting. We are obliged by law to call a shareholders’ annual meeting once every year.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under Mauritius law, our Constitution does not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our Constitution, directors may be removed by ordinary resolution of our shareholders.

Transactions with Interested Shareholders

The Delaware General Corporation Law contains business combination provisions applicable to Delaware corporations whereby, unless a corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. Subject to specified exceptions, an interested shareholder is a person or a group that owns 15.0% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15.0% or more of the corporation’s outstanding voting stock at any time within the previous three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target

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in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction that resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.

There is no such statutory provision under Mauritius law restricting transactions between a company and its significant shareholders.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by all shareholders entitled to vote thereon. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board.

Under Mauritius law, a company may be wound up by either an order of the courts of Mauritius or by a special resolution of its members or, if the company is unable to pay its debts, by a special resolution of its members with leave of the court. The court has authority to order winding up in a number of specified circumstances including where it is, in the opinion of the court, just and equitable to do so.

Under the Insolvency Act 2009 of Mauritius, our company may be dissolved, liquidated or wound up by special resolution of our shareholders.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Mauritius law and our Constitution, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class.

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by Mauritius law, our Constitution may only be amended by special resolution of our shareholders.

Rights of Non-Resident or Foreign Shareholders

There are no limitations imposed by our Constitution on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares.

Issuance of Preferred Shares

Our Constitution allows for our company to issue preferred shares. Our Constitution provides that the directors of our company may offer, issue, grant options over or otherwise dispose of shares of our company to such persons, at such times and for such consideration and upon such terms and conditions as the board of directors of our company may in its absolute discretion determine (save that no shares shall be issued below the par value of the share) and that any share in our company may be issued with or have attached thereto such rights

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or restrictions whether in regard to dividend, voting, return of capital or otherwise as our company may determine or, if there has not been any such determination or so far as the same does not make specific provision, as the board of directors of our company may determine.

Compulsory Acquisition

The Financial Services Commission in Mauritius has issued the Securities (Takeover) Rules 2010, or the Rules, under the Financial Services Act 2007 of Mauritius and the Mauritius Securities Act which may apply to takeover offers where the offeree is a reporting issuer in Mauritius and to a corporation holding a global business license which is listed on a relevant securities exchange. The Rules include provisions, inter alia, for the making of a mandatory offer and compulsory acquisition of shares. The Rules came into operation on May 1, 2011.

Anti-Takeover Provisions

Mauritius law does not prevent Mauritius companies from adopting a wide range of defensive measures, such as staggered boards, issue of preferred shares, adoption of poison pill shareholder rights plans and provisions that restrict the rights of shareholders to call meetings. Our Constitution includes the following provisions which may be regarded as defensive measures: (i) a staggered board of directors, (ii) the ability to issue preferred shares, (iii) granting directors the absolute discretion to decline to register a transfer of any shares (other than fully paid share), and (iv) requiring that amendments to the Constitution be approved by a special resolution of the shareholders of our company.

Ctrip Investor Rights Agreement

On January 7, 2016, we entered into a purchase agreement pursuant to which we issued and sold $180.0 million of 4.25% convertible notes due 2021, redeemable at par value, in two tranches to Ctrip. On October 28, 2016, we issued an aggregate of 9,857,028 ordinary shares (comprising 659,939 ordinary shares issued from treasury shares held by us and 9,197,089 new ordinary shares) to Ctrip upon conversion of all its convertible notes.

In connection with the issuance of convertible notes to Ctrip, we entered into the Ctrip Investor Rights Agreement, pursuant to which Ctrip is entitled to designate one director to our board of directors, which director is also entitled to be nominated or appointed to the compensation committee of our board of directors, subject to the approval of our board of directors (which approval shall not to be unreasonably withheld). Ctrip is entitled to this director nomination right so long as (i) the sum of the number of ordinary shares and the number of ordinary shares into which the then-outstanding convertible notes may be converted, in each case, beneficially owned by Ctrip (together with its subsidiaries) is at least 5,057,952 ordinary shares (subject to adjustment for any share split, share dividend, recapitalization, reclassification or similar transaction in respect of any such ordinary shares); and (ii) the director nomination right has not terminated as a result of any material breach by Ctrip of any provision of the Ctrip Investor Rights Agreement in accordance the terms thereof. On January 27, 2016, James Jianzhang Liang was appointed as a director of our company as a nominee of Ctrip.

On October 18, 2016, we entered into an amendment to the Ctrip Investor Rights Agreement pursuant to which the number of ordinary shares to be beneficially owned by Ctrip in order for it to exercise such board-nomination rights was increased to 9,857,028 ordinary shares (subject to any adjustments described in this section), effective from January 31, 2017. On October 28, 2016, we issued an aggregate of 9,857,028 ordinary shares (comprising 659,939 ordinary shares issued from treasury shares held by us and 9,197,089 new ordinary shares) to Ctrip upon conversion of all its convertible notes.

Subject to the terms and conditions of the Ctrip Investor Rights Agreement, Ctrip and its subsidiaries are prohibited from transferring, directly or indirectly, any ordinary shares to our competitors, a list of which was amended in connection with the amendment to the Ctrip Investor Rights Agreement and which may be updated upon mutual agreement from time to time.

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Registration Rights

Fourth Amended and Restated Shareholders’ Agreement

Pursuant to a shareholders agreement dated as of July 16, 2010, by and among our company, Mr. Deep Kalra, Mr. Keyur Joshi and Mr. Sachin Bhatia, SAIF, Travogue, Helion Venture Partners, LLC, Sierra Ventures VIII-A, L.P., Sierra Ventures VIII-B, L.P., Sierra Ventures Associates VIII, LLC, Tiger Global Private Investment Partners IV, L.P., Tiger Global Private Investment Partners V, L.P., Mr. Lee Fixel, Mr. Feroz Dewan, and Mr. Scott Shleifer, we granted certain registration rights to certain holders of our Registrable Shares (as defined in the Fourth Amended and Restated Shareholders’ Agreement). Such registration rights were superseded by and replaced with the 2016 Registration Rights Agreement (as defined below).

On June 14, 2013, we filed a registration statement on Form F-3 to register all registrable shares of SAIF pursuant to the exercise of its demand registration right by SAIF under the abovementioned shareholders agreement. The registration statement was declared effective on July 17, 2013. No shares were sold by SAIF under such registration statement. All such shares have been included in the registration statement on Form F-3 that we filed on February 14, 2014, as amended on March 4, 2014. This registration statement was declared effective on March 10, 2014. Prior to the effective date of the 2016 Registration Rights Agreement and as of March 31, 2017, SAIF had sold all of its ordinary shares under this registration statement.

Ctrip Investor Rights Agreement

Pursuant to the Ctrip Investor Rights Agreement, we granted certain registration rights to Ctrip. Such registration rights were superseded by and replaced with the provisions in the 2016 Registration Rights Agreement as of January 31, 2017.

2016 Registration Rights Agreement

Pursuant to a registration rights agreement dated October 18, 2016 that we entered into with MIH Internet, Travogue, Mr. Deep Kalra, Mr. Keyur Joshi, Ctrip and SAIF, effective as of January 31, 2017 (“2016 Registration Rights Agreement”), we granted certain registration rights to such shareholders and their permitted transferees. The registration rights granted pursuant to the Fourth Amended and Restated Shareholders’ Agreement and the Ctrip Investor Rights Agreement were superseded by and replaced with the registration rights provisions in the 2016 Registration Rights Agreement. MIH Internet, Travogue, Mr. Kalra, Mr. Joshi, SAIF and Ctrip and their permitted transferees under the 2016 Registration Rights Agreement are referred to in this section individually as a “2016 Shareholder” and collectively as the “2016 Shareholders.”

Under the 2016 Registration Rights Agreement, at any time after April 16, 2017, one or more 2016 Shareholders are entitled to demand registration of their ordinary shares having a proposed aggregate offering price (net of underwriting commissions) of at least $5 million (unless such 2016 Shareholder is proposing to sell all of its remaining shares) (“Registrable Amount”). We will not be required to effect more than two demand registrations per Shareholder Group (as defined in the 2016 Registration Rights Agreement) in any twelve month period. Furthermore, we will not be obligated to (a) maintain the effectiveness of a registration statement filed pursuant to a demand registration for a period longer than 180 days (or three years in the case of a shelf registration statement) or (b) effect any demand registration (i) within 90 days of a “firm commitment” underwritten registration in which all 2016 Shareholders holding a Registrable Amount are given “piggyback” rights pursuant to the 2016 Registration Rights Agreement and at least 85% of the number of shares requested by each of the 2016 Shareholders to be included in such registration statement are included or (ii) within 90 days of any other demand registration.

We are entitled to postpone the filing of a registration statement or the facilitation of a registered offering for up to 90 days in the event and during such time that our board of directors determines in good faith and in its reasonable judgment that a registration of securities would reasonably be expected to materially adversely

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affect or materially interfere with any bona fide material financing of our company or any material transaction under consideration by our company or would require disclosure of information that has not been and is not required to be disclosed to the public, the premature disclosure of which would materially adversely affect our company. We refer to each period of postponement as a “ Blackout Period.” A Blackout Period may not occur more than twice in any period of twelve consecutive months and the total length of all Blackout Periods in any period of twelve consecutive months shall not exceed 120 days in the aggregate.

In the event that we are required to effect a demand registration, MIH Internet shall provide us with any financial information reasonably requested by us in connection with the preparation and delivery of any pro forma financial statements or historical consolidated financial statements required to be included in the applicable registration statement.

Whenever we propose to register any of our securities on a registration statement other than on Form F-4 or Form S-8 (or any successor forms thereof) or pursuant to a demand registration or shelf registration, we will give the 2016 Shareholders prompt written notice of the registration and allow the 2016 Shareholders to participate in such registration.

In connection with a demand registration and subject to the availability of a registration statement on Form F-3 (or any successor form) to us, any 2016 Shareholder requesting a demand registration or otherwise participating in such demand registration may by written notice require us to file as soon as practicable (but no later than 60 days after such notification) and use reasonable best efforts to be declared effective by the SEC (within 60 days after such filing date), a shelf registration statement on Form F-3.

We will use reasonable best efforts to keep shelf registration statements demanded by any 2016 Shareholder continuously effective until the earlier of (a) three years after the shelf registration statement has been declared effective and (b) the date on which all registrable securities covered by a shelf registration statement have been sold thereunder. We will not be required to file more than two shelf registration statements per 2016 Shareholder in any twelve month period. We will also be entitled to require 2016 Shareholders to suspend the use of prospectuses for sale under the shelf registration statement for any Blackout Period.

In connection with any underwritten offering of securities, each 2016 Shareholder participating in such offering agrees to enter into customary lock-up agreements, restricting transfers of their shares in our company.

All fees and expenses incident to our performance under the 2016 Registration Rights Agreement will be borne by us. Each 2016 Shareholder participating in a registration will pay its pro rata portion (based on the number of securities registered in the offering) of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such 2016 Shareholder’s securities pursuant to any registration.

2017 Registration Rights Agreement

Pursuant to a registration rights agreement dated May 2, 2017 that we entered into with all investors (excluding Ctrip) who purchased ordinary shares in connection with our private placement (“2017 Registration Rights Agreement”) of 4,583,334 ordinary shares (the “Placement Shares”), we granted certain registration rights to such investors and their permitted transferees. Under the 2017 Registration Rights Agreement, we are required to file a registration statement covering all of the Placement Shares by July 19, 2017 and to have it declared effective by August 18, 2017 (provided that there is no review of the registration statement by the SEC). Such investors and their permitted transferees under the 2017 Registration Rights Agreement are referred to in this section individually as a “2017 Shareholder” and collectively as the “2017 Shareholders.”

We are required to keep the registration statement effective until the earliest of (a) two years following the date the registration statement is first declared effective, (b) the date all of the Placement Shares have been sold, or (c) the date that all of the Placement Shares may be sold without volume or manner-of-sale restrictions

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pursuant to Rule 144 of the Securities Act and without the requirement for us to be in compliance with the current public information requirement under Rule 144 of the Securities Act.

If (i) the initial registration statement is not filed prior to the filing deadline or if the registration statement is filed without affording the 2017 Shareholders the opportunity to review and comment on the statement, (ii) the registration statement is not declared effective by the effectiveness deadline or (iii) after the effective date of the registration statement, such statement ceases for any reason (other than due to the inaccuracy of information regarding the 2017 Shareholders) or 2017 Shareholders cannot use the prospectus under such registration statement for more than 30 consecutive days or 60 non-consecutive days in a twelve-month period, then on the date of such event and each monthly anniversary thereafter, we are obligated to pay each 2017 Shareholder partial liquidated damages of 1% of the consideration paid for the Placement Shares, up to a maximum of 6% of the consideration paid.

All fees and expenses incident to our performance under the 2017 Registration Rights Agreement are to be borne by us, including all reasonable fees and expenses of our counsel and independent registered public accountants; provided, however, we are not responsible for any broker or similar commissions or legal fees and other costs of any 2017 Shareholder.

C. Material Contracts

Described herein.

D. Exchange Controls

India

India regulates ownership of Indian companies by foreigners. Foreign investment in securities issued by Indian companies and exchange controls are generally regulated by the Foreign Exchange Management Act, 1999, as amended, and the regulations framed thereunder or the FEMA. Transfers of any security of an Indian company from foreigners to Indian residents and vice versa are required to be in accordance with FEMA or as permitted by the Reserve Bank of India. These regulations and restrictions may apply to acquisitions by us or our affiliates, including MMT India, ibibo India and affiliates which are not resident in India, of shares in Indian companies or the provision of funding by us or any other entity to Indian companies within our group. For example, under its consolidated foreign direct investment policy, or the FDI policy, the Government of India has set out additional requirements for foreign investments in India, including requirements with respect to downstream investments by Indian companies owned or controlled by foreign entities, and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners, as well as such transaction between foreigners. Further, India’s Foreign Exchange Management Act, 1999, as amended, and the rules and regulations promulgated thereunder, restrict us from lending to or borrowing from our Indian subsidiaries. These requirements currently include restrictions on pricing, valuation of shares and sources of funding for such investments and may in certain cases require prior notice to or approval from the Government of India.

Further, the Government of India has recently made and may continue to make revisions to the FDI policy on e-commerce in India (including in relation to business model and permitted services). Such changes may require us to make changes to our business in order to comply with Indian law.

Our ability to pay dividends to our shareholders will depend on, among other things, the availability of dividends from MMT India and ibibo India. As of the date of this Annual Report, MMT India and ibibo India have not paid any cash dividends on its equity shares to us. Dividends other than in cash are not permitted under Indian law. The declaration and payment of any dividends in the future will be recommended by the boards of directors of MMT India and ibibo India and approved by the shareholder of each of MMT India and ibibo India

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at their discretion and would depend on a number of factors, including the financial condition, results of operations, capital requirements and surplus, contractual obligations, applicable Indian legal restrictions, the provisions of the articles of association, the terms of the credit facilities and other financing arrangements of MMT India or ibibo India at the time a dividend is considered and other factors considered relevant by the board of directors of MMT India or ibibo India. MMT India and ibibo India may also from time to time pay interim dividends. Each of MMT India and ibibo India are liable to pay dividend distribution tax in India at the rate of 15.0%, plus applicable cess and surcharge, on any dividends paid by MMT India or ibibo India.

Under Indian law, a company declares dividends upon a recommendation by its board of directors and approval by a majority of the shareholders at the annual general meeting of shareholders held within six months of the end of each fiscal year. However, while final dividends can be paid out by a company only after such dividends have been recommended by the board of directors and approved by shareholders, interim dividends can be paid out with only a recommendation by the board of directors. The shareholders have the right to decrease but not to increase any dividend amount recommended by the board of directors. Under Indian law, shares of a company belonging to the same class must receive equal dividend treatment.

Each of MMT India and ibibo India may, before the declaration of any dividend in any financial year, transfer such percentage of profits for that financial year as MMT India or ibibo India may consider appropriate to the reserves of MMT India and ibibo India, respectively.

Under Indian law, a company is permitted to declare or pay dividends for any fiscal year out of profits for that year or out of profits for any previous financial year (calculated to include any dividend distribution tax) after providing for depreciation in the manner prescribed. However, no company is permitted to declare dividends unless carried over previous losses and depreciation not provided for in the previous year or years are set off against profits of the company for the current year.

If profits for a particular year are insufficient to declare dividends (including interim dividends), the dividends for that year may be declared and paid out from accumulated profits transferred to reserves if the following conditions are fulfilled:

•

the rate of dividend to be declared shall not exceed the average of the rates at which dividends were declared in the three years immediately preceding that year (except where no dividends have been declared in each of the preceding three years);

•

the total amount to be drawn from the accumulated profits earned in previous years shall not exceed an amount equal to one-tenth of the sum of the company’s paid-up share capital and free reserves (based on the latest audited financial statements available), and the amount so drawn shall first be utilized to set off the losses incurred in the financial year in which dividend is declared before any dividend in respect of equity shares is declared; and

•

the balance of the reserves after such withdrawal shall not fall below 15.0% of the company’s paid-up share capital (based on the latest audited financial statements available).

Exchange Rates

Our consolidated financial statements and other financial data included in this Annual Report are presented in US dollars. Our business and operations are primarily conducted in India through our Indian subsidiaries, MMT India and ibibo India. The functional currency of MMT India and ibibo India is Indian Rupees and its revenues and expenses are denominated in that currency. We report our consolidated financial results in US dollars. The conversion of Indian Rupees into US dollars in this Annual Report is based on the noon buying rate in The City of New York for cable transfers of Indian Rupees as certified for customs purposes by the Federal Reserve Bank of New York. For your convenience, unless otherwise noted, all translations from Indian Rupees to US dollars and from US dollars to Indian Rupees in this Annual Report were made at a rate of Rs. 64.62 per

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$1.00, the noon buying rate in effect as of June 30, 2017. We make no representation that any Indian Rupee or US dollar amounts referred to in this Annual Report could have been or could be converted into US dollars or Indian Rupees, as the case may be, at any particular rate or at all. The effects of foreign currency translation adjustments are included as a component of other comprehensive income in our shareholders’ equity.

The following tables set forth, for each of the periods indicated, the low, average, high and period-end noon buying rates in The City of New York for cable transfers, in Indian Rupees per US dollar, as certified for customs purposes by the Federal Reserve Bank of New York. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this Annual Report or will use in the preparation of our periodic reports or any other information to be provided to you.


	Indian Rupees per US Dollar Noon Buying Rate
Period	Period End		Average ⁽¹⁾		Low		High
Fiscal Year
2013		54.52		54.35		50.64		57.13
2014		60.00		60.42		53.65		68.80
2015		62.31		61.11		58.30		63.67
2016		66.25		65.39		61.99		68.84
2017		64.85		67.01		64.85		68.86
Month
December 2016		67.92		67.81		67.38		68.29
January 2017		67.48		68.05		67.48		68.39
February 2017		66.67		66.97		66.67		67.40
March 2017		64.85		65.80		64.85		66.83
April 2017		64.27		64.54		64.08		65.10
May 2017		64.50		64.42		64.03		64.87
June 2017 ⁽²⁾		64.62		64.45		64.23		64.66

Notes:

(1)	Averages for a period other than one month are calculated by using the average of the noon buying rate at the end of each month during the period. Monthly averages are calculated by using the average of the daily noon buying rates during the relevant month.

(2)	Through June 30, 2017.

E. Taxation

Mauritius Tax Consequences

Our company holds a valid Category 1 Global Business Licence issued by the Financial Services Commission in Mauritius. Our company holds a specific Tax Residence Certificate for India, valid until May 4, 2018, and a general Tax Residence Certificate for all jurisdictions, valid until May 8, 2018, from the Mauritius Revenue Authority, as per the guidelines prescribed by the Mauritius Revenue Authority. These certificates are required for the avoidance of double taxation under the Agreements for the Avoidance of Double Taxation signed between Mauritius and other jurisdictions, including India.

The Income Tax Act 1995 of Mauritius imposes a tax in Mauritius on the chargeable income of our company at the rate of 15.0%. However, under the Income Tax (Foreign Tax Credit) Regulations 1996 of Mauritius, subject to the Income Tax Act 1995 and the regulations of the Income Tax (Foreign Tax Credit) Regulations 1996, credit is allowed for foreign tax on the foreign source income of a resident of Mauritius against Mauritius tax computed by reference to the same income, and where credit is allowed against Mauritius tax chargeable in respect of any income, the amount of Mauritius tax so chargeable shall be reduced by the amount of the credit. Under the Income Tax Act 1995, “foreign source income” means income which is not

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derived from Mauritius and includes in the case of a corporation holding a Category 1 Global Business Licence under the Financial Services Act 2007 of Mauritius, income derived from its transactions with non-residents or corporations holding a Category 1 Global Business Licence under the Financial Services Act. Subject to the provisions of the Income Tax (Foreign Tax Credit) Regulations 1996, no credit is allowed in respect of foreign tax unless written evidence is presented to the Mauritius Revenue Authority showing the amount of foreign tax which has been charged and for this purpose, “written evidence” includes a receipt of the relevant authorities of the foreign country for the foreign tax or any other evidence that the foreign tax has been deducted or paid to the relevant authorities of that country. However, pursuant to regulation 8 of the Income Tax (Foreign Tax Credit) Regulations 1996, if written evidence is not presented to the Mauritius Revenue Authority showing the amount of foreign tax charged on our foreign source income, the amount of foreign tax shall nevertheless be conclusively presumed to be equal to 80.0% of the Mauritius tax chargeable with respect to that income and in such circumstance, the effective tax rate in Mauritius on our chargeable income would be 3.0%.

Following amendments to the Financial Services Act 2007 of Mauritius pursuant to the Finance (Miscellaneous Provisions) Act 2010 in December 2010, Mauritius companies holding a Category 1 Global Business Licence, or GBC1, issued by the Financial Services Commission in Mauritius are permitted to conduct business both in and outside Mauritius (instead of outside Mauritius only). The operations of a GBC1 company in Mauritius will be subject to tax on chargeable income at the rate of 15.0% in Mauritius. Mauritius currently has no capital gains tax and has no taxation in the nature of a withholding tax on the payment of dividends. There is no withholding tax requirement on interest or royalties payments applicable to us as a holder of a Category 1 Global Business Licence issued by the Financial Services Commission in Mauritius where such interest is paid to a non-resident of Mauritius not carrying on any business in Mauritius and such royalties are paid to non-residents of Mauritius. There is no estate duty, inheritance tax or gift tax in Mauritius.

Under existing Mauritius laws:

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no capital, transfer or registration duties are levied in Mauritius on the issue, purchase or sale of our ordinary shares;

•

dividend payments or other distributions to holders of our ordinary shares are exempt from Mauritius tax, and no withholding will be required of our company on dividend payments or other distributions; and

•

gains derived from the sale or disposition of our ordinary shares will not be subject to Mauritius tax.

There are currently no exchange controls or currency exchange restrictions in Mauritius.

Prospective investors are advised to consult their tax advisors with respect to their particular tax situations and the tax effects of an investment in our shares.

US Federal Income Taxation

The following discussion describes certain material US federal income tax consequences to US Holders (as defined below) under current law of an investment in our ordinary shares. This discussion applies only to US Holders that hold the ordinary shares as capital assets (generally, property held for investment) and that have the US dollar as their functional currency. This discussion is based on the tax laws of the United States in effect as of the date of this Annual Report and on US Treasury regulations in effect or, in some cases, proposed as of the date of this Annual Report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below. This summary does not address any estate or gift tax consequences.

The following discussion does not deal with the tax consequences to any particular investor or to persons in special tax situations such as:

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banks and other financial institutions;

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•

insurance companies;

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regulated investment companies;

•

real estate investment trusts;

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broker-dealers;

•

traders that elect to use a mark-to-market method of accounting;

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US expatriates;

•

tax-exempt entities;

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persons liable for alternative minimum tax;

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persons holding ordinary shares as part of a straddle, hedging, conversion or integrated transaction;

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persons that actually or constructively own 10.0% or more of the total combined voting power of all classes of our voting stock;

•

persons who acquired ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation;

•

US Holders that own ordinary shares through a non-US intermediary; or

•

partnerships or other pass-through entities, or persons holding ordinary shares through such entities.

The discussion also does not deal with the consequences of the recently enacted Medicare tax on “net investment income.”

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE APPLICATION OF THE US FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES AS WELL AS THE STATE, LOCAL, NON-US AND OTHER TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES.

The discussion below of the US federal income tax consequences to “US Holders” will apply to you if you are a beneficial owner of our ordinary shares and you are, for US federal income tax purposes:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity taxable as a corporation for US federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;

•

an estate, the income of which is subject to US federal income taxation regardless of its source; or

•

a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more United States persons for all substantial decisions or (2) has a valid election in effect under applicable US Treasury regulations to be treated as a United States person (a “US Holder”).

The tax treatment of a partnership (or other entity or arrangement taxable as a partnership for US federal income tax purposes) that holds our ordinary shares and of a partner in such a partnership will depend on the status of such partner and the activities of such partnership. If you are a partner in such partnership, you should consult your tax advisors.

Dividends and Other Distributions

Subject to the passive foreign investment company, or PFIC, rules discussed below, the gross amount (in US dollars) of any distribution we make to you with respect to our ordinary shares (including the amount of any

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non-US taxes withheld therefrom) will generally be includible in your gross income as dividend income, but only to the extent that such distribution is paid out of our current or accumulated earnings and profits (as determined under US federal income tax principles). Amounts not treated as dividend income for US federal income tax purposes will constitute a return of capital and will first be applied against and reduce the tax basis in your ordinary shares, but not below zero. Distributions in excess of our current and accumulated earnings and profits and your tax basis in the ordinary shares will be treated as capital gain realized on the sale or other disposition of the ordinary shares. However, we do not intend to calculate our earnings and profits under US federal income tax principles. Therefore, you should expect that any distribution we make to you will be reported as a dividend even if such distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. Any dividends we pay will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other US corporations.

With respect to certain non-corporate US Holders, including individual US Holders, dividends may be taxed at the lower capital gains rate applicable to “qualified dividend income,” provided that (1) our ordinary shares are readily tradable on an established securities market in the United States, (2) we are neither a PFIC nor treated as such with respect to you for the taxable year in which the dividend is paid and the preceding taxable year, (3) certain holding period requirements are met, and (4) certain other requirements are met. Under US Internal Revenue Service authority, common or ordinary shares are considered for purposes of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on the Nasdaq Global Market, as our ordinary shares are. You should consult your tax advisors regarding the availability of the lower tax rate applicable to qualified dividend income for any dividends we pay with respect to our ordinary shares, as well as the effect of any change in applicable law after the date of this Annual Report.

For foreign tax credit purposes, the limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, any dividends we pay with respect to our ordinary shares will generally be treated as foreign source income and constitute “passive category income” but could, in the case of certain US Holders, constitute “general category income.” If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividends taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividends, multiplied by the reduced tax rate applicable to qualified dividend income and divided by the highest tax rate normally applicable to dividends. The rules relating to the determination of the foreign tax credit are complex, and you should consult your tax advisors regarding the availability of a foreign tax credit in your particular circumstances.

Dispositions

Subject to the PFIC rules discussed below, you will recognize capital gain or loss on any sale, exchange or other taxable disposition of an ordinary share equal to the difference between the amount realized (in US dollars) for the ordinary share and your adjusted tax basis (in US dollars) in the ordinary share. If you are a non-corporate US Holder, including an individual US Holder, that has held the ordinary share for more than one year, you may be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any gain or loss that you recognize on a disposition of our ordinary shares will generally be treated as US source income or loss for foreign tax credit limitation purposes. US Holders are urged to consult their tax advisors regarding the tax consequences if a non-US tax is imposed on a disposition of our ordinary shares, including the availability of the foreign tax credit under their particular circumstances.

Passive Foreign Investment Company

Based on, among other things, the current and anticipated valuation of our assets and composition of our income and assets, we do not believe we will be a PFIC for US federal income tax purposes for our current taxable year or will become a PFIC in the foreseeable future. However, the application of the PFIC rules is subject to uncertainty in several respects. In addition, a separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Accordingly, we cannot assure you that we will not be a PFIC for our current taxable year or any future taxable year.

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A non-US corporation will be a PFIC for any taxable year if either:

•

at least 75.0% of its gross income for such year is passive income; or

•

at least 50.0% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”).

For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25.0% (by value) of the stock.

Because the value of our assets for purposes of the asset test will generally be determined in part by reference to the market price of our ordinary shares, fluctuations in the market price of the ordinary shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC. If we are a PFIC for any taxable year during which you hold ordinary shares, we will continue to be treated as a PFIC with respect to you for all succeeding years during which you hold the ordinary shares, unless we cease to be a PFIC and you make a “deemed sale” election with respect to the ordinary shares. If such election is made, you will be deemed to have sold the ordinary shares you hold at their fair market value and any gain from such deemed sale would be subject to the rules described in the following two paragraphs. After the deemed sale election, so long as we do not become a PFIC in a subsequent taxable year, your ordinary shares with respect to which such election was made will not be treated as shares in a PFIC.

For each taxable year that we are treated as a PFIC with respect to you, you will be subject to special tax rules with respect to any “excess distribution” you receive and any gain you recognize from a sale or other disposition (including a pledge) of the ordinary shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125.0% of the average annual distributions you received during the shorter of the three preceding years or your holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:

•

the excess distribution or recognized gain will be allocated ratably over your holding period for the ordinary shares;

•

the amount allocated to the current taxable year and any taxable years in your holding period prior to the first taxable year in which we were a PFIC will be treated as ordinary income; and

•

the amount allocated to each other taxable year will be subject to the highest tax rate in effect for individuals or corporations, as applicable, for each such year and the interest charge applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to taxable years prior to the year of disposition or excess distribution cannot be offset by any net operating losses for such years, and gains (but not losses) from a sale or other disposition of our ordinary shares cannot be treated as capital, even if you hold the ordinary shares as capital assets.

If we are treated as a PFIC with respect to you for any taxable year, to the extent any of our subsidiaries are also PFICs or we make direct or indirect equity investments in other entities that are PFICs, you will be deemed to own the shares in such lower-tier PFICs that are directly or indirectly owned by us in that proportion that the value of the ordinary shares you own bears to the value of all of our ordinary shares, and you may be subject to the rules described in the preceding two paragraphs with respect to the shares of such lower-tier PFICs that you would be deemed to own. You should consult your tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

A US Holder of “marketable stock” (as defined below) of a PFIC may make a mark-to-market election for such stock to elect out of the PFIC rules described above regarding excess distributions and recognized gains.

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If you make a mark-to-market election for our ordinary shares, you will include in gross income for each year that we are a PFIC an amount equal to the excess, if any, of the fair market value of the ordinary shares you hold as of the close of your taxable year over your adjusted tax basis in such ordinary shares. You will be allowed a deduction for the excess, if any, of the adjusted tax basis of the ordinary shares over their fair market value as of the close of the taxable year. However, deductions will be allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income for prior taxable years. Amounts included in your gross income under a mark-to-market election, as well as any gain from the actual sale or other disposition of the ordinary shares, will be treated as ordinary income. Ordinary loss treatment will apply to the deductible portion of any mark-to-market loss on the ordinary shares, as well as to any loss from the actual sale or other disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ordinary shares. Your tax basis in the ordinary shares will be adjusted to reflect any such income or loss amounts. If you make a mark-to-market election, the tax rules that apply to distributions by corporations that are not PFICs would apply to any distributions that we make, except that the lower tax rate applicable to qualified dividend income (discussed above under “— Dividends and Other Distributions”) generally would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is traded in greater than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable US Treasury regulations. Our ordinary shares are listed on the Nasdaq Global Market, which is a qualified exchange or other market for these purposes. Consequently, if the ordinary shares are regularly traded and you are a holder of the ordinary shares, we expect that the mark-to-market election would be available to you if we were to become a PFIC. Because a mark-to-market election cannot be made for equity interests in any lower-tier PFICs that we own (unless shares of such lower-tier PFIC are themselves “marketable”), a US Holder may continue to be subject to the PFIC rules described above regarding excess distributions and recognized gains with respect to its indirect interest in any investments held by us that are treated as an equity interest in a PFIC for US federal income tax purposes. You should consult your tax advisors as to the availability and desirability of a mark-to-market election, as well as the impact of such election on interests in any lower-tier PFICs.

Alternatively, a US person that owns stock of a PFIC generally may make a “qualified electing fund” election with respect to such corporation to elect out of the PFIC rules described above regarding excess distributions and recognized gains. A US person that makes a qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such US person’s pro rata share of the corporation’s earnings and profits for the taxable year. However, the qualified electing fund election is available only if the PFIC provides such US person with certain information regarding its earnings and profits as required under applicable US Treasury regulations. We currently do not intend to prepare or provide the information that would enable you to make a qualified electing fund election.

Each US shareholder of a PFIC is required to file an annual report containing certain information as required by the applicable US Treasury regulations. If we are or become a PFIC, you should consult your tax advisor regarding any reporting requirements that may apply to you.

You should consult your tax advisors regarding the application of the PFIC rules to your investment in our ordinary shares and the elections discussed above.

Information Reporting and Backup Withholding

Dividend payments with respect to ordinary shares and proceeds from the sale, exchange or other disposition of ordinary shares may be subject to information reporting to the US Internal Revenue Service and possible US backup withholding. Backup withholding will not apply, however, to a US Holder that furnishes a correct taxpayer identification number and makes any other required certification on US Internal Revenue Service Form W-9 or that is otherwise exempt from backup withholding. US Holders that are exempt from

143

backup withholding should still complete US Internal Revenue Service Form W-9 to avoid possible erroneous backup withholding. You should consult your tax advisors regarding the application of the US information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your US federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing an appropriate claim for refund with the US Internal Revenue Service and furnishing any required information in a timely manner.

Additional Reporting Requirements

US individuals (and certain entities) that own “specified foreign financial assets” with an aggregate value in excess of certain threshold amounts are generally required to file an information report with respect to such assets with their tax returns. Our ordinary shares are expected to constitute specified foreign financial assets subject to these requirements unless the ordinary shares are held in an account at certain financial institutions. US Holders should consult their tax advisers regarding the application of this requirement to their ownership of our shares.

F. Dividends and Paying Agents

Not applicable.

G. Statements by Experts

Not applicable.

H. Documents on Display

All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that make electronic filings through its Electronic Data Gathering, Analysis, and Retrieval, or EDGAR, system. All our Exchange Act reports and other SEC filings will be available through the EDGAR system.

I. Subsidiary Information

Not applicable.

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our business activities are exposed to a variety of market risks, including credit risk, foreign exchange risk and interest rate risk.

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from deposits we place with such hotels, and receivables from our corporate and retail customers to whom we typically extend credit periods. We review the credit worthiness of our clients to whom we have granted credit terms in the normal course of the business. We believe there is no significant risk of loss in the event of non-performance of the counterparties to these financial instruments, other than the amounts already provided for in our financial statements. See note 35 to our audited consolidated financial statements included elsewhere in this Annual Report for additional information relating to our exposure to credit risk.

We are also exposed to movements between the US dollar and the Indian Rupee in our operations, as 1.8%, 1.1% and 0.2% of our revenue for fiscal years 2015, 2016 and 2017, respectively, was generated by MMT India and, in respect of fiscal year 2017, the ibibo Group from their air ticketing businesses and received in US dollars, although our expenses are generally incurred in Indian Rupees. Additionally, we receive revenue from our hotels and packages business in Indian Rupees, but a portion of our expenses in this segment (those relating to outbound packages from India in particular) could be incurred in a non-Indian currency. We currently do not have any hedging agreements or similar arrangements with any counter-party to cover our exposure to any fluctuations in foreign exchange rates. Fluctuation in the Indian Rupee-US dollar exchange rate could have a material adverse effect on our business and our financial condition and results of operations as reported in US dollars. For more information, see “Item 3. Key Information — D. Risk Factors — Risks Related to Us and Our Industry — Our Results of Operations are Subject to Fluctuations in Currency Exchange Rates.”

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

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C. Other Securities

Not applicable.

D. American Depositary Shares

Not applicable.

146

PART II

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15.

CONTROLS AND PROCEDURES

A. Disclosure Controls and Procedures

As required by Rules 13a-15 and 15d-15 under the Exchange Act, management, including our group chief executive officer and our group chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding our required disclosure.

Based on their evaluation as of March 31, 2017, our group chief executive officer and group chief financial officer have concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in filings and submissions under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms, and that material information related to us and our consolidated subsidiaries is accumulated and communicated to management, including the group chief executive officer and group chief financial officer, as appropriate to allow timely decisions about required disclosures.

B. Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our internal control over financial reporting includes those policies and procedures that:

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, as issued by IASB;

•

provide reasonable assurance that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our group chief executive officer and our group chief financial officer, assessed the effectiveness of our internal control over financial reporting as of March 31, 2017. In conducting its assessment of internal control over financial reporting, management based its evaluation on the 2013 framework in “Internal Control — Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, our management has concluded that our internal control over financial reporting was effective as of March 31, 2017.

We completed our acquisition of the ibibo Group on January 31, 2017. As permitted by the guidelines established by the staff of the SEC, companies are allowed to exclude certain acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. Accordingly, our management’s assessment of the effectiveness of our internal control over financial reporting as of March 31, 2017 excluded the ibibo Group. Our consolidated financial statements for the year ended March 31, 2017 reflect total assets of $1,209.2 million, of which $1,150.7 million represent intangible assets and goodwill that were included in the scope of our management’s assessment of the effectiveness of our internal control over financial reporting and total revenues of $28.7 million associated with the acquired business. Our management will include the ibibo Group in its evaluation of internal control over financial reporting at the conclusion of fiscal year 2018 (i.e. the year ending March 31, 2018). See “Item 4. Information on the Company — A. History and Development of our Company — Investments and Acquisitions — Acquisition of the ibibo Group” and Note 7 (a) to the Consolidated Financial Statements for a discussion of the acquisition.

Our independent registered public accounting firm, KPMG, has audited the consolidated financial statements included in this Annual Report on Form 20-F, and as part of their audit, has issued their report, included herein, on the effectiveness of our internal control over financial reporting as of March 31, 2017.

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C. Attestation Report of the Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

MakeMyTrip Limited:

We have audited MakeMyTrip Limited and subsidiaries (“the Company”) internal control over financial reporting as of March 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The Company completed the acquisition of Ibibo Group Holdings (Singapore) Pte. Ltd. during the year ended March 31, 2017, and management excluded this acquired business from its assessment of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2017. The consolidated financial statements of the Company reflect total assets of $1,209,225 thousands (of which $1,150,682 thousands represent intangible assets and goodwill included within the scope of the assessment) and total revenues of $28,740 thousands associated with this acquired business. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Ibibo Group Holdings (Singapore) Pte. Ltd.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of the Company as of March 31, 2016 and 2017, and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2017, and our report dated July 17, 2017 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG

Gurgaon, India

July 17, 2017

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D. Changes in Internal Control over Financial Reporting

During the period covered by this Annual Report on Form 20-F, there were no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. In making its assessment of the changes in internal control over financial reporting during the period covered by this Annual Report, our management excluded the ibibo Group, which we acquired on January 31, 2017. See “—B. Management’s Report on Internal Control over Financial Reporting”, “Item 4. Information on the Company — A. History and Development of our Company — Investments and Acquisitions — Acquisition of the ibibo Group” and Note 7 (a) to the Consolidated Financial Statements for a discussion of the acquisition.

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

Our audit committee consists of Messrs. Vivek N. Gour and Aditya Tim Guleri and is chaired by Mr. Gour. Each of our audit committee members satisfies the independence requirements of Rule 5605(a)(2) of the Nasdaq Stock Market, Marketplace Rules, and the independence requirements of Rule 10A-3(b)(1) under the Exchange Act. Mr. Pat Kolek has been appointed as a non-voting observer of the Audit Committee with effect from January 31, 2017. See “Item 6. Directors, Senior Management and Employees — C. Board Practices” for the experience and qualifications of the members of the audit committee. Our board of directors has also determined that Mr. Gour qualifies as an audit committee financial expert within the meaning of the SEC rules.

ITEM 16B.

CODE OF ETHICS

We have adopted a written code of business conduct and ethics that provides that our directors and officers are expected to avoid any action, position or interest that conflicts with the interests of our company or gives the appearance of a conflict. Directors and officers have an obligation under our code of business conduct and ethics to advance our company’s interests when the opportunity to do so arises. The full text of our code of business conduct and ethics is available on our website, at http://investors.makemytrip.com/ .

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our financial statements prepared in accordance with IFRS as issued by IASB are audited by KPMG, a firm registered with the Public Company Accounting Oversight Board in the United States.

KPMG has served as our independent registered public accountant for each of the years ended March 31, 2015, March 31, 2016 and March 31, 2017 for which audited statements appear in this Annual Report.

The following table shows the aggregate fees for services rendered by KPMG to us, including our subsidiaries, in fiscal years 2016 and 2017.


	Fiscal Year
	2016		2017
Audit fees (audit and review of financial statements)	$	286,442	$	392,512
Audit related fees (due diligence services)		—		90,785
Tax fees (other certifications and tax advisory services)		217,850		154,220
All other fees (advisory services)		2,751		2,604

Total	$	507,043	$	640,121

Audit Committee Pre-approval Process

Our audit committee reviews and pre-approves the scope and the cost of audit services related to us and permissible non-audit services performed by the independent auditors, other than those for de minimis services which are approved by the audit committee prior to the completion of the audit. All of the services related to our company provided by KPMG during the last two fiscal years have been approved by the audit committee.

150

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

The following table provides information about purchases by us during fiscal year 2017 and April, May and June 2017 of our outstanding ordinary shares, par value $0.0005 per share:


Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share ⁽¹⁾		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs ⁽²⁾
Up to 03/31/16		828,599	$	14.48		828,599	$	138,007,966
04/01/16 – 04/30/16		NIL	$	NIL		NIL	$	138,007,966
05/01/16 – 05/31/16		24,050	$	14.48		24,050	$	137,659,670
06/01/16 – 06/30/16		120,081	$	14.16		120,081	$	135,959,658
07/01/16 – 07/31/16		NIL	$	NIL		NIL	$	135,959,658
08/01/16 – 08/31/16		NIL	$	NIL		NIL	$	135,959,658
09/01/16 – 09/30/16		NIL	$	NIL		NIL	$	135,959,658
10/01/16 – 10/31/16		NIL	$	NIL		NIL	$	135,959,658
11/01/16 – 11/30/16		NIL	$	NIL		NIL	$	135,959,658
12/01/16 – 12/31/16		NIL	$	NIL		NIL	$	135,959,658
01/01/17 – 01/31/17		NIL	$	NIL		NIL	$	135,959,658
02/01/17 – 02/28/17		NIL	$	NIL		NIL	$	135,959,658
03/01/17 – 03/31/17		NIL	$	NIL		NIL	$	135,959,658
04/01/17 – 04/30/17		NIL	$	NIL		NIL	$	135,959,658
05/01/17 – 06/30/17		NIL	$	NIL		NIL	$	135,959,658

Total		972,730		14.48		972,730	$	135,959,658

Notes:

(1)	The average price paid per share excludes broker and transaction fees.

(2)

On November 6, 2012, our board of directors authorized us to purchase our outstanding ordinary shares, par value $0.0005 per share. The authorization permits us to purchase our ordinary shares in the open market, in privately negotiated transactions or otherwise in an aggregate amount of up to $25 million. Further, on January 22, 2016, our board of directors authorized us to increase the share repurchase plan to an amount aggregating up to $150 million at a price per ordinary share not to exceed $21.50 until November 30, 2021. We repurchased 20,000, 768,357 and 144,131 ordinary shares at an average price of approximately $20.83 per share, $14.41 per share and $14.21 per share (excluding broker and transaction fees) in fiscal year 2015, 2016 and 2017, respectively. As of March 31, 2017, we had remaining authority to repurchase up to approximately $136.0 million of our outstanding ordinary shares.

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

None.

ITEM 16G.

CORPORATE GOVERNANCE

The Nasdaq Marketplace Rules, or the Nasdaq Rules, provide that foreign private issuers may follow home country practice in lieu of the corporate governance requirements of the Nasdaq Stock Market LLC, subject to

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certain exceptions and requirements and except to the extent that such exemptions would be contrary to US federal securities laws and regulations. The significant differences between our corporate governance practices and those followed by US companies under the Nasdaq Rules are summarized as follows:

•

We follow home country practice that permits our board of directors to consist of less than a majority of independent directors, in lieu of complying with Rule 5605(b)(1) of the Nasdaq Rules that requires that the board of directors consist of a majority of independent directors.

•

We follow home country practice that permits our board of directors not to implement a nominations committee, in lieu of complying with Rule 5605(e) of the Nasdaq Rules that requires the implementation of a nominations committee.

•

We follow home country practice that permits us not to hold regular executive sessions where only independent directors are present, in lieu of complying with Rule 5605(b)(2) of the Nasdaq Rules that requires that regular executive sessions are held where only independent directors are present.

•

We follow home country practice that permits us not to obtain shareholder approval for any material amendment to our share incentive plans, in lieu of complying with Rule 5635(c) of the Nasdaq Rules that requires that us to obtain shareholder approval prior to the issuance of securities when a stock option or purchase plan is materially amended.

Other than the above, we have followed and intend to continue to follow the applicable corporate governance standards under the Nasdaq Marketplace Rules.

In accordance with Rule 5250(d)(1) under Nasdaq Marketplace Rules, we will post this Annual Report on Form 20-F on our company website at http://investors.makemytrip.com . In addition, we will provide hard copies of our Annual Report free of charge to shareholders upon request.

ITEM 16H.

MINE SAFETY DISCLOSURE

Not applicable.

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PART III

ITEM 17.

FINANCIAL STATEMENTS

See “Item 18. Financial Statements” for a list of the financial statements filed as part of this Annual Report.

ITEM 18.

FINANCIAL STATEMENTS

The following financial statements are filed as part of this Annual Report, together with the report of the independent registered public accounting firms:

•

Report of Independent Registered Public Accounting Firm.

•

Consolidated Statement of Financial Position as of March 31, 2016 and 2017.

•

Consolidated Statement of Profit or Loss and other Comprehensive Income (Loss) for the years ended March 31, 2015, 2016 and 2017.

•

Consolidated Statement of Changes in Equity for the years ended March 31, 2015, 2016 and 2017.

•

Consolidated Statement of Cash Flows for the years ended March 31, 2015, 2016 and 2017.

•

Notes to the Consolidated Financial Statements.

ITEM 19.

EXHIBITS

The following exhibits are filed as part of this Annual Report:


1.1		Constitution of MakeMyTrip Limited (Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

1.2		Terms of Issue of Class B Shares (Incorporated by reference to Exhibit B to Exhibit 99.1 of the proxy statement on Form 6-K (File No. 001-34837) as filed with the SEC on November 22, 2016).

2.1		Form of ordinary share certificate (Incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

2.2		Investor Rights Agreement dated January 7, 2016 by and between MakeMyTrip Limited and Ctrip.com International, Ltd. (Incorporated by reference to Exhibit 99.1 to Form 6-K (File No. 001-34837) as filed with the SEC on January 25, 2016).

2.3		Amendment to the Investor Rights Agreement dated October 18, 2016 by and between MakeMyTrip Limited and Ctrip.com International, Ltd. (Incorporated by reference to Exhibit 99.3 to Form 6-K (File No. 001-34837) as filed with the SEC on October 19, 2016).

2.4		Transaction Agreement dated October 18, 2016 by and among MakeMyTrip Limited, MIH Internet SEA Pte. Ltd., and solely for the purposes of Article XIII thereof, MIH B2C Holdings B.V. (Incorporated by reference to Exhibit 99.1 to Form 6-K (File No. 001-34837) as filed with the SEC on October 19, 2016).

2.5		Amendment No. 1 to the Transaction Agreement dated January 13, 2017 by and among MakeMyTrip Limited, MIH Internet SEA Pte. Ltd., and solely for the purposes of Article XIII thereof, MIH B2C Holdings B.V. (Incorporated by reference to Exhibit 99.1 to Form 6-K (File No. 001-34837) as filed with the SEC on January 17, 2017).

2.6		Registration Rights Agreement dated October 18, 2016 by and among MIH Internet SEA Pte. Ltd., Travogue Electronic Travel Private Limited, Deep Kalra, Keyur Joshi, Ctrip.com International, Ltd., SB Asia Investment Fund II L.P. and MakeMyTrip Limited (Incorporated by reference to Exhibit 99.4 to Form 6-K (File No. 001-34837) as filed with the SEC on October 19, 2016).

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2.7		Form of Share Purchase Agreement dated May 2, 2017 by and between MakeMyTrip Limited and each 2017 Shareholder (Incorporated by reference to Exhibit 99.2 to Form 6-K (File No. 001-34837) as filed with the SEC on May 2, 2017).

2.8		Registration Rights Agreement dated May 2, 2017 by and among MakeMyTrip Limited and the 2017 Shareholders (Incorporated by reference to Exhibit 99.3 to Form 6-K (File No. 001-34837) as filed with the SEC on May 2, 2017).

2.9**		Share Purchase Agreement dated May 2, 2017 by and between MakeMyTrip Limited and MIH Internet SEA Pte. Ltd.

2.10**		Share Purchase Agreement dated May 2, 2017 by and between MakeMyTrip Limited and Ctrip.com International, Ltd.

4.1		Amended and Restated MakeMyTrip.com 2001 Equity Option Plan (Incorporated by reference to Exhibit 10.1.1 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

4.2		MakeMyTrip 2010 Share Incentive Plan (Incorporated by reference to Exhibit 10.1.2 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

4.3		First Amendment to MakeMyTrip 2010 Share Incentive Plan (Incorporated by reference to Exhibit 99.5 to the Form 6-K (File No. 001-34837) as filed with the Securities and Exchange Commission on October 19, 2016).

4.4		Second Amendment to MakeMyTrip 2010 Share Incentive Plan (Incorporated by reference to Exhibit 4.5 to the Form S-8 (File No. 333-215814) as filed with the Securities and Exchange Commission on January 30, 2017).

4.5		Third Amendment to MakeMyTrip 2010 Share Incentive Plan (Incorporated by reference to Exhibit 99.2 to the Form 6-K (File No. 001-34837) as filed with the Securities and Exchange Commission on May 19, 2017).

4.6		Fourth Amended and Restated Shareholders Agreement dated July 16, 2010 by and among the shareholders named therein and our company (Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

4.7		Global Agreement executed February 14, 2013 (effective as of April 1, 2012) by and between MMT India and Amadeus IT Group, S.A. (Incorporated by reference to Exhibit 4.4 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 13, 2013)

4.8		Passenger Sales Agency Agreement dated August 30, 2002 by and between MMT India and each IATA member, represented by the Director General of IATA (Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

4.9		Business Process Outsourcing Services Agreement dated March 5, 2008 by and between MMT India and IBM (Incorporated by reference to Exhibit 10.6.1 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

4.10		Statement of Work dated March 5, 2008 by and between MMT India and IBM, or the IBM Statement of Work (Incorporated by reference to Exhibit 10.6.2 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

4.11		First Amendment to the IBM Statement of Work dated July 16, 2008 (effective as of March 5, 2008), by and between MMT India and IBM (Incorporated by reference to Exhibit 10.6.3 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

4.12		Second Amendment to the IBM Statement of Work dated July 28, 2009 (effective as of May 1, 2009), by and between MMT India and IBM (Incorporated by reference to Exhibit 10.6.4 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

154


4.13		Amendment Number 3 to the Business Process Outsourcing Services Agreement dated November 4, 2009 (effective as of June 1, 2009) by and between MMT India and IBM (Incorporated by reference to Exhibit 10.6.5 to the Registration Statement on Form F-1 (File No. 333-172572) as filed with the SEC on March 2, 2011).

4.14		Fourth Amendment to the Business Process Outsourcing Services Agreement dated December 9, 2010 (effective as of April 1, 2010) by and between MMT India and IBM (Incorporated by reference to Exhibit 10.6.6 to the Registration Statement on Form F-1 (File No. 333-172572) as filed with the SEC on March 2, 2011).

4.15		Fifth Amendment to the Business Process Outsourcing Services Agreement dated December 10, 2010 (effective as of July 15, 2010) by and between MMT India and IBM (Incorporated by reference to Exhibit 10.6.7 to the Registration Statement on Form F-1 (File No. 333-172572) as filed with the SEC on March 2, 2011).

4.16		Sixth Amendment to the Master Services Agreement and Statement of Work dated December 18, 2010 (effective as of December 1, 2010) by and between MMT India and IBM (Incorporated by reference to Exhibit 10.6.8 to the Registration Statement on Form F-1 (File No. 333-172572) as filed with the SEC on March 2, 2011).

4.17		Seventh Amendment to Master Services Agreement and Statement of Work dated April 7, 2011 by and between MMT India and IBM (Incorporated by reference to Exhibit 10.6.9 to the Registration Statement on Form F-1 (File No. 333-172572) as filed with the SEC on May 13, 2011).

4.18		Eighth Amendment to the Master Services Agreement and Statement of Work dated October 27, 2011 (effective as of August 1, 2011) by and between MMT India and IBM (Incorporated by reference to Exhibit 4.18 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 25, 2012).

4.19		Ninth Amendment to the Master Services Agreement and Statement of Work dated December 29, 2011 (effective as of January 1, 2012) by and between MMT India and IBM (Incorporated by reference to Exhibit 4.19 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 25, 2012).

4.20		Statement of Work dated December 29, 2011 (effective as of January 1, 2012) by and between MMT India and IBM (Incorporated by reference to Exhibit 4.20 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 25, 2012).

4.21		Amendment No. 10 to the Master Service Agreement and Statement of Work dated July 4, 2012 by and between MMT India and IBM (Incorporated by reference to Exhibit 4.18 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 13, 2013).

4.22		Amendment No. 11 to the Business Process Outsourcing Services Agreement dated November 1, 2012 by and between MMT India and IBM (Incorporated by reference to Exhibit 4.19 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 13, 2013).

4.23		Amendment No. 12 to the Business Process Outsourcing Services Agreement and Statement of Work dated July 12, 2013 by and between MMT India and IBM (Incorporated by reference to Exhibit 4.20 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 6, 2014).

4.24		Amendment No. 13 to the Business Process Outsourcing Services Agreement dated September 27, 2013 by and between MMT India and IBM (Incorporated by reference to Exhibit 4.21 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 6, 2014).

4.25		Amendment No. 14 to the Business Process Outsourcing Services Agreement dated June 26, 2014 by and between MMT India and IBM (Incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 9, 2015).

155


4.26		Amendment No. 15 to the Business Process Outsourcing Services Agreement dated October 14, 2014 by and between MMT India and IBM (Incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 9, 2015).

4.27		Amendment No. 16 to the Business Process Outsourcing Services Agreement dated October 1, 2014 by and between MMT India and IBM (Incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 9, 2015).

4.28.1		Amendment No. 17 to the Business Process Outsourcing Services Agreement dated October 18, 2014 by and between MMT India and IBM (Incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 9, 2015).

4.28.2		Letter from IBM to MMT India dated November 15, 2013 regarding change of control of IBM (Incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 6, 2014).

4.29		Letter from Concentrix Corporation to MMT India dated January 31, 2014 regarding the acquisition of IBM by Synnex (Incorporated by reference to Exhibit 4.23 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 6, 2014).

4.30		Master Services Agreement dated July 6, 2009 by and between MMT India and RightNow Technologies, Inc (Incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

4.31		Oracle Cloud Services Agreement dated May 14, 2014 by and between MMT India and Oracle India Pvt Ltd. (Incorporated by reference to Exhibit 4.25 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 6, 2014).

4.32		Sanction Letter for Working Capital Facilities dated September 7, 2009 by and between MMT India and HDFC Bank (including letter of amendment) (Incorporated by reference to Exhibit 10.10 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).

4.33		Sanction Letter for Working Capital Facilities dated January 6, 2011 by and between MMT India and HDFC Bank (Incorporated by reference to Exhibit 10.10.2 to the Registration Statement on Form F-1 (File No. 333-172572) as filed with the SEC on March 2, 2011).

4.34		Sanction Letter for Working Capital Facilities dated June 5, 2014 by and between MMT India and HDFC Bank (Incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 9, 2015).

4.35		Sanction Letter for Credit Facilities dated December 17, 2012 by and between MMT India and Yes Bank Limited (Incorporated by reference to Exhibit 4.23 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 13, 2013).

4.36		Supplemental Master Facility Agreement dated February 7, 2013 by and between MMT India and Yes Bank Limited (Incorporated by reference to Exhibit 4.24 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 13, 2013).

4.37		Sanction Letter for Credit Facilities dated December 17, 2013 by and between MMT India and IndusInd Bank (Incorporated by reference to Exhibit 4.30 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 6, 2014).

4.38		Sanction Letter for Credit Facilities dated January 31, 2014 by and between MMT India and IndusInd Bank (Incorporated by reference to Exhibit 4.31 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 6, 2014).

4.39		Sanction Letter for Credit Facilities dated March 18, 2014 by and between MMT India and IndusInd Bank (Incorporated by reference to Exhibit 4.32 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 6, 2014).

156


4.40		Addendum Sanction Letter for Credit Facilities dated October 28, 2014 by and between MMT India and IndusInd Bank (Incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 9, 2015).

4.41		Master General Terms Agreement dated February 6, 2014 by and between MMT India and IndusInd Bank (Incorporated by reference to Exhibit 4.33 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 6, 2014).

4.42**		Form of director and executive officer indemnification agreement.

4.43		Amendment No. 18 to the Business Process Outsourcing Services Agreement and the IBM Statement of Work dated January 10, 2014 (effective October 1, 2014) by and between MMT India and IBM (Incorporated by reference to Exhibit 4.40 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 14, 2016).

4.44		Amendment No. 19 to the Business Process Outsourcing Services Agreement and the IBM Statement of Work dated August 24, 2015 (effective as of August 17, 2015) by and between MMT India and IBM (Incorporated by reference to Exhibit 4.41 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 14, 2016).

4.45		Amendment No. 20 to the Business Process Outsourcing Services Agreement and the IBM Statement of Work dated February 22, 2016 (effective as of January 1, 2016) by and between MMT India and IBM (Incorporated by reference to Exhibit 4.42 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 14, 2016).

4.46		Statement of Work dated March 3, 2016 (effective as of February 29, 2016) by and between MMT India and Concentrix Daksh Services India Private Limited (Incorporated by reference to Exhibit 4.43 to the Annual Report on Form 20-F (File No. 001-34837) as filed with the SEC on June 14, 2016).

4.47**		Lease Deed, dated January 20, 2017 by and between DLF Cyber City Developers Limited and MMT India.

4.48**		Addendum to the Lease Deed, dated January 20, 2017 by and between DLF Cyber City Developers Limited and MMT India.

4.49**#		Subscriber Agreement dated January 18, 2015 by and between ibibo India and InterGlobe Technologies Inc.

4.50**#		Addendum 1 to Subscriber Agreement dated August 29, 2016 by and between ibibo India and InterGlobe Technologies Inc.

4.51**#		Global Agreement dated April 1, 2013 by and between ibibo India and Amadeus IT Group S.A.

4.52**#		Side Letter to the Global Agreement dated August 1, 2016 by and between ibibo India and Amadeus IT Group S.A.

8.1**		List of significant subsidiaries of MakeMyTrip Limited.

12.1**		Certification by the Chief Executive Officer pursuant to 17 CFR 240. 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

12.2**		Certification by the Chief Financial Officer pursuant to 17 CFR 240. 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1**		Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13.2**		Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

157



15.1**		Consent of Independent Registered Public Accounting Firm.

Notes:

**	Filed herewith

#	Confidential treatment requested

158

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

Date: July 18, 2017


MAKEMYTRIP LIMITED

By:		/s/ Deep Kalra
Name:		Deep Kalra
Title:		Group Chairman and Group Chief Executive Officer

159

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Statement of Financial Position as of March 31, 2016 and 2017		F-3
Consolidated Statement of Profit or Loss and Other Comprehensive Income (Loss) for the years ended March 31, 2015, 2016 and 2017		F-4
Consolidated Statement of Changes in Equity for the years ended March 31, 2015, 2016 and 2017		F-5
Consolidated Statement of Cash Flows for the years ended March 31, 2015, 2016 and 2017		F-8
Notes to the Consolidated Financial Statements		F-9

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

MakeMyTrip Limited:

We have audited the accompanying consolidated statements of financial position of MakeMyTrip Limited and subsidiaries (“the Company”) as of March 31, 2016 and 2017, and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2017. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2016 and 2017, and the results of their operations and their cash flows for each of the years in the three-year period ended March 31, 2017, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of March 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated July 17, 2017 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG

Gurgaon, India

July 17, 2017

F-2

MAKEMYTRIP LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(Amounts in USD thousands)


			As at March 31
	Note		2016			2017
Assets
Property, plant and equipment		17		10,285			15,334
Intangible assets and goodwill		18		34,886			1,170,727
Trade and other receivables, net		20		946			2,176
Investment in equity-accounted investees		8		16,713			18,212
Other investments		9		6,690			5,791
Term deposits		22		20,757			20,162
Non-current tax assets				13,162			19,306
Other non-current assets		25		15,602			29,658
Employee benefit assets		32		—			229

Total non-current assets				119,041			1,281,595

Inventories				527			251
Current tax assets				69			81
Trade and other receivables, net		20		28,222			35,108
Term deposits		22		148,555			75,511
Other current assets		23		51,141			50,232
Cash and cash equivalents		21		53,434			101,704
Assets held for sale		24		—			302

Total current assets				281,948			263,189

Total assets				400,989			1,544,784

Equity
Share capital		26		21			46
Share premium		26		248,732			1,607,373
Reserves				(5,817	)		952
Accumulated deficit				(188,217	)		(298,581	)
Share based payment reserve				37,903			61,410
Foreign currency translation reserve		26		(15,013	)		33,601

Total equity attributable to equity holders of the Company				77,609			1,404,801
Non-controlling interest				—			661

Total equity				77,609			1,405,462

Liabilities
Loans and borrowings		28		195,283			523
Employee benefits		32		1,641			2,946
Deferred revenue		31		1,407			265
Deferred tax liabilities, net		19		203			159
Other non-current liabilities		30		770			1,027

Total non-current liabilities				199,304			4,920

Bank overdraft		21		7,161			—
Loans and borrowings		28		2,017			226
Trade and other payables		34		110,296			127,077
Deferred revenue		31		2,085			3,045
Other current liabilities		29		2,517			4,054

Total current liabilities				124,076			134,402

Total liabilities				323,380			139,322

Total equity and liabilities				400,989			1,544,784

See accompanying notes to consolidated financial statements

F-3

MAKEMYTRIP LIMITED

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (LOSS)

(Amounts in USD thousands, except per share data)


	Note	For the year ended March 31
		2015			2016			2017
Revenue
Air ticketing			74,325			78,172			118,514
Hotels and packages			220,512			251,713			314,254
Other revenue	10		4,825			6,169			14,848

Total revenue			299,662			336,054			447,616
Other income	11		853			1,014			363

Service cost
Procurement cost of hotel and packages services			157,897			165,264			173,919
Cost of air tickets coupon			2,816			1,770			—
Personnel expenses	12		44,318			49,018			73,736
Marketing and sales promotion expenses			42,724			108,966			224,424
Other operating expenses	13		59,345			67,954			81,585
Depreciation, amortization and impairment	14		7,955			10,923			29,702

Result from operating activities			(14,540	)		(66,827	)		(135,387	)

Finance income	15		3,168			1,586			45,268
Finance costs	15		6,712			20,327			18,289

Net finance income (costs)			(3,544	)		(18,741	)		26,979

Impairment in respect of an equity accounted investee	8		—			(959	)		—
Share of loss of equity-accounted investees	8		(139	)		(1,860	)		(1,702	)

Loss before tax			(18,223	)		(88,387	)		(110,110	)
Income tax expense	16		(135	)		(155	)		(193	)

Loss for the year			(18,358	)		(88,542	)		(110,303	)

Other comprehensive income (loss)
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency translation differences on foreign operations			(776	)		(565	)		48,618
Net change in fair value of available-for-sale financial assets			1,965			752			(809	)

			1,189			187			47,809

Items that will never be reclassified subsequently to profit or loss:
Remeasurement of defined benefit (asset) liabilty			(142	)		(149	)		(266	)

Other comprehensive income (loss) for the year, net of tax			1,047			38			47,543

Total comprehensive loss for the year			(17,311	)		(88,504	)		(62,760	)

Loss attributable to:
Owners of the Company			(18,252	)		(88,518	)		(110,168	)
Non-controlling interest			(106	)		(24	)		(135	)

Loss for the year			(18,358	)		(88,542	)		(110,303	)

Total comprehensive loss attributable to:
Owners of the Company			(17,193	)		(88,465	)		(62,629	)
Non-controlling interest			(118	)		(39	)		(131	)

Total comprehensive loss for the year			(17,311	)		(88,504	)		(62,760	)

Loss per share (in USD)
Basic	27		(0.44	)		(2.12	)		(2.09	)
Diluted	27		(0.44	)		(2.12	)		(2.09	)

See accompanying notes to consolidated financial statements

F-4

MAKEMYTRIP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(Amounts in USD thousands)


	Attributable to equity holders of the Company
	Share Capital		Share Premium		Reserve for Own Shares			Fair Value Reserves			Accumulated Deficit			Share Based Payment Reserve			Foreign Currency Translation Reserve			Total			Non- Controlling Interest			Total Equity
Balance as at April 1, 2014		21		238,423		(526	)		(956	)		(81,805	)		20,092			(13,663	)		161,586			714			162,300
Total comprehensive income (loss) for the year
Loss for the year		—		—		—			—			(18,252	)		—			—			(18,252	)		(106	)		(18,358	)

Other comprehensive income (loss)
Foreign currency translation differences		—		—		—			—			—			—			(764	)		(764	)		(12	)		(776	)
Net change in fair value of available-for-sale financial assets		—		—		—			1,965			—			—			—			1,965			—			1,965
Remeasurement of defined benefit (asset) liabilty		—		—		—			—			(142	)		—			—			(142	)		—			(142	)

Total other comprehensive income (loss)		—		—		—			1,965			(142	)		—			(764	)		1,059			(12	)		1,047

Total comprehensive income (loss) for the year		—		—		—			1,965			(18,394	)		—			(764	)		(17,193	)		(118	)		(17,311	)

Transactions with owners, recorded directly in equity
Contributions by owners
Share-based payment		—		—		—			—			—			12,363			—			12,363			—			12,363
Issue of ordinary shares on exercise of share based awards		—		3,976		—			—			—			(3,825	)		—			151			—			151
Transfer to accumulated deficit on expiry of share based awards		—		—		—			—			18			(18	)		—			—			—			—
Own shares acquired		—		—		(417	)		—			—			—			—			(417	)		—			(417	)
Re-issue of own shares to settle the financial liability		—		263		505			—			—			—			—			768			—			768

Total transactions with owners		—		4,239		88			—			18			8,520			—			12,865			—			12,865

Balance as at March 31, 2015		21		242,662		(438	)		1,009			(100,181	)		28,612			(14,427	)		157,258			596			157,854

See accompanying notes to consolidated financial statements

F-5

MAKEMYTRIP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY—(Continued)

(Amounts in USD thousands)


	Attributable to equity holders of the Company
	Share Capital		Share Premium		Reserve for Own Shares			Fair Value Reserves		Accumulated Deficit			Share Based Payment Reserve			Foreign Currency Translation Reserve			Total			Non- Controlling Interest			Total Equity
Balance as at April 1, 2015		21		242,662		(438	)		1,009		(100,181	)		28,612			(14,427	)		157,258			596			157,854
Total comprehensive income (loss) for the year
Loss for the year		—		—		—			—		(88,518	)		—			—			(88,518	)		(24	)		(88,542	)

Other comprehensive income (loss)
Foreign currency translation differences		—		—		—			—		—			—			(550	)		(550	)		(15	)		(565	)
Net change in fair value of available-for-sale financial assets		—		—		—			752		—			—			—			752			—			752
Remeasurement of defined benefit (asset) liabilty		—		—		—			—		(149	)		—			—			(149	)		—			(149	)

Total other comprehensive income (loss)		—		—		—			752		(149	)		—			(550	)		53			(15	)		38

Total comprehensive income (loss) for the year		—		—		—			752		(88,667	)		—			(550	)		(88,465	)		(39	)		(88,504	)

Transactions with owners, recorded directly in equity
Contributions by owners
Share-based payment		—		—		—			—		—			13,740			—			13,740			—			13,740
Issue of ordinary shares on exercise of share based awards		—		4,425		—			—		—			(4,411	)		—			14			—			14
Transfer to accumulated deficit on expiry of share based awards		—		—		—			—		38			(38	)		—			—			—			—
Own shares acquired		—		—		(11,093	)		—		—			—			—			(11,093	)		—			(11,093	)
Re-issue of own shares to settle the financial liability		—		1,645		3,953			—		—			—			—			5,598			—			5,598

Total contributions by owners		—		6,070		(7,140	)		—		38			9,291			—			8,259			—			8,259


Changes in ownership interests
Acquisition of non-controlling interest without a change in control		—		—		—			—		593			—			(36	)		557			(557	)		—

Total changes in ownership interests in subsidiaries		—		—		—			—		593			—			(36	)		557			(557	)		—

Total transactions with owners		—		6,070		(7,140	)		—		631			9,291			(36	)		8,816			(557	)		8,259

Balance as at March 31, 2016		21		248,732		(7,578	)		1,761		(188,217	)		37,903			(15,013	)		77,609			—			77,609

See accompanying notes to consolidated financial statements

F-6

MAKEMYTRIP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY—(Continued)

(Amounts in USD thousands)


	Attributable to equity holders of the Company
	Share Capital		Share Premium		Reserve for Own Shares			Fair Value Reserves			Accumulated Deficit			Share Based Payment Reserve			Foreign Currency Translation Reserve			Total			Non- Controlling Interest			Total Equity
Balance as at April 1, 2016		21		248,732		(7,578	)		1,761			(188,217	)		37,903			(15,013	)		77,609			—			77,609
Total comprehensive income (loss) for the year
Loss for the year		—		—		—			—			(110,168	)		—			—			(110,168	)		(135	)		(110,303	)

Other comprehensive income (loss)
Foreign currency translation differences		—		—		—			—			—			—			48,614			48,614			4			48,618
Net change in fair value of available-for-sale financial assets		—		—		—			(809	)		—			—			—			(809	)		—			(809	)
Remeasurement of defined benefit (asset) liabilty		—		—		—			—			(266	)		—			—			(266	)		—			(266	)

Total other comprehensive income (loss)		—		—		—			(809	)		(266	)		—			48,614			47,539			4			47,543

Total comprehensive income (loss) for the year		—		—		—			(809	)		(110,434	)		—			48,614			(62,629	)		(131	)		(62,760	)

Transactions with owners, recorded directly in equity
Contributions by owners
Share-based payment		—		—		—			—			—			26,674			—			26,674			175			26,849
Issue of ordinary shares on exercise of share based awards		1		18,275		—			—			—			(18,105	)		—			171			—			171
Transfer to accumulated deficit on expiry of share based awards		—		—		—			—			70			(70	)		—			—			—			—
Own shares acquired		—		—		(2,050	)		—			—			—			—			(2,050	)		—			(2,050	)
Re-issue of own shares upon conversion of convertible notes (refer note 26 and 28)		—		999		9,628			—			—			—			—			10,627			—			10,627
Shares issued upon conversion of convertible notes (refer note 26 and 28)		5		148,101		—			—			—			—			—			148,106			—			148,106
Business combination (refer note 7(a))		19		1,191,266		—			—			—			15,008			—			1,206,293			—			1,206,293

Total contributions by owners		25		1,358,641		7,578			—			70			23,507			—			1,389,821			175			1,389,996

Changes in ownership interests
Acquisition of subsidiary with non-controlling interests (refer note 7(a))		—		—		—			—			—			—			—			—			617			617

Total changes in ownership interests in subsidiaries		—		—		—			—			—			—			—			—			617			617

Total transactions with owners		25		1,358,641		7,578			—			70			23,507			—			1,389,821			792			1,390,613

Balance as at March 31, 2017		46		1,607,373		—			952			(298,581	)		61,410			33,601			1,404,801			661			1,405,462

See accompanying notes to consolidated financial statements

F-7

MAKEMYTRIP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

(Amounts in USD thousands)


	For the year ended March 31
	2015			2016			2017
Cash flows from operating activities
Loss for the year		(18,358	)		(88,542	)		(110,303	)
Adjustments for:
Depreciation		2,434			2,724			5,149
Amortisation of intangible assets		5,521			6,032			9,386
Impairment of intangible assets / capital work in progress		—			2,167			15,167
Impairment in respect of an equity accounted investee		—			959			—
Loss on disposal of property, plant and equipment		101			380			46
Income on license acquired		—			(886	)		—
Net finance costs (income)		3,544			18,741			(26,979	)
Share of loss of equity-accounted investees		139			1,860			1,702
Share based payment		12,308			13,685			26,795
Income tax expense		135			155			193
Change in inventories		(1,551	)		1,386			268
Change in trade and other receivables		754			(3,872	)		2,608
Change in other assets		(8,087	)		(21,766	)		4,849
Change in trade and other payables		17,400			6,573			(33,888	)
Change in employee benefits		294			224			588
Change in deferred revenue		3,863			(3,450	)		(2,798	)
Change in other liabilities		(3,856	)		606			936
Income tax paid		(3,814	)		(2,976	)		(2,176	)

Net cash generated from (used in) operating activities		10,827			(66,000	)		(108,457	)

Cash flows from investing activities
Interest received		2,069			2,919			2,537
Proceeds from sale of property, plant and equipment		30			228			98
Redemption of term deposits		17,214			63,382			83,634
Investment in term deposits		(6,215	)		(140,008	)		(10,000	)
Acquisition of property, plant and equipment		(2,809	)		(5,696	)		(8,756	)
Payment for business acquisition, net of cash acquired (refer note 7(a))		—			(1,220	)		102,814
Investment in equity-accounted investees		(712	)		(17,836	)		(1,090	)
Acquisition of intangible assets		(4,159	)		(5,413	)		(6,226	)

Net cash generated from (used in) investing activities		5,418			(103,644	)		163,011

Cash flows from financing activities
Repurchase of own shares		(417	)		(11,093	)		(2,050	)
Proceeds from issuance of shares on exercise of share based awards		151			14			171
Direct cost incurred in relation to public offerings		(446	)		—			—
Proceeds from issuance of shares (refer note 7(a))		—			—			8,752
Proceeds from issuance of convertible notes		—			180,000			—
Direct cost incurred in relation to convertible notes		—			(2,730	)		—
Acquisition of non-controlling interests		—			(850	)		(400	)
Payment of deferred consideration related to business acquisition		(1,374	)		—			—
Proceeds from bank loans, net		216			146			138
Payment of finance lease liabilities		(19	)		(16	)		(7	)
Interest paid		(832	)		(859	)		(4,445	)

Net cash generated from (used in) financing activities		(2,721	)		164,612			2,159

Increase (decrease) in cash and cash equivalents		13,524			(5,032	)		56,713
Cash and cash equivalents at beginning of the year		38,011			49,857			46,273
Effect of exchange rate fluctuations on cash held		(1,678	)		1,448			(1,282	)

Cash and cash equivalents at end of the year		49,857			46,273			101,704

See accompanying notes to consolidated financial statements

F-8

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in USD thousands, except per share data and share count)

1)	REPORTING ENTITY

MakeMyTrip Limited (the “Parent Company”) together with its subsidiaries and equity-accounted investees (collectively, “the Company” or the “Group”) is primarily engaged in the business of selling travel products and solutions in India, the U.S., the Netherlands, Singapore, Malaysia, Thailand, the U.A.E, Peru, Hong Kong and Bangladesh. The Group offers its customers the entire range of travel services including ticketing, tours and packages, and hotels.

The Company is a public limited company incorporated and domiciled in Mauritius and has its registered office at Cim Corporate Services Limited, Les Cascades Building, 33 Edith Cavell Street, Port Louis, Mauritius. The Company’s ordinary shares representing equity shares are listed on the NASDAQ Stock Exchange.

2)	BASIS OF ACCOUNTING

(a)

Statement of Compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Accounting policies have been applied consistently to all periods presented in these financial statements.

The consolidated financial statements were authorized for issue by the Group’s Board of Directors on June XX, 2017.

(b)

Basis of Measurement

The consolidated financial statements have been prepared on the historical cost basis except for the following material items:

•

derivative financial instruments are measured at fair value;

•

available-for-sale financial assets are measured at fair value; and

•

net defined benefit (asset) liability is measured at fair value of plan assets less the present value of the defined benefit obligation.

(c)

Functional and Presentation Currency

These consolidated financial statements are presented in U.S. dollar (USD), which is the parent Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

The functional currency for subsidiaries is the currency of the primary economic environment in which each subsidiary operates and is normally the currency in which each subsidiary primarily generates and expends cash.

(d)

Use of Estimates and Judgements

The preparation of consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised in the period in which the estimates are revised and in any future periods affected.

F-9

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Information about significant areas of estimation/uncertainty in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated financial statements are as follows:


• Note 3(d) and 9		Available for sale financial assets
• Note 3(e) and 17		Property, plant and equipment
• Note 3(f) and 18		Useful life of intangible assets
• Note 3(j) and 32		Employee benefit plans
• Note 3(l) and 3(m)		Loyalty programs
• Note 3(p),16 and 19		Income taxes
• Note 3(k)		Provisions and contingent liabilities
• Note 3(d)		Valuation of embedded derivatives in convertible notes
• Note 3(j) and 33		Share based payment
• Note 3(b) and 7(a)		Acquisition of subsidiary : fair value of consideration transferred and fair value of assets acquired and liabilities assumed

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:


• Note 3(d) and 9		Available for sale financial assets
• Note 3(i) and 18		Impairment test : key assumptions used in discounted cash flow projections
• Note 3(j) and 32		Measurement of defined benefit obligations : key actuarial assumptions

3)	SIGNIFICANT ACCOUNTING POLICIES

The accounting policies have been applied consistently to all periods presented in these consolidated financial statements.

(a)

Basis of Consolidation

Subsidiaries

The Group consolidates entities which it owns or controls. Control exists when the parent has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns by using its power over the entity. Power is demonstrated through existing rights that give the ability to direct relevant activities, those which significantly affect the entity’s returns. Entities are consolidated from the date control commences until the date control ceases.

ii)

Investment in Associates (Equity Accounted Investees)

Associates are those entities in which the Group has significant influence, but not control, over the financial and operating polices.

Investments in associates are accounted for using the equity method and are recognised initially at cost. The cost of investment includes transaction costs.

The consolidated financial statements include the Group’s share of the profit or loss and other comprehensive income of equity accounted investees, other adjustments to align the accounting policies with those of the Group, from the date that significant influence commences until the date that significant influence ceases.

F-10

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

iii)

Non-controlling Interests

Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date. Change in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

iv)

Transactions Eliminated on Consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements.

(b)

Business Combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group.

The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of acquisition. The cost of acquisition also includes the fair value of any contingent consideration and deferred consideration, if any. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection with a business combination are expensed as incurred, except if related to the issue of debt or equity securities.

If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate to pre-combination service.

(c)

Foreign Currency

Foreign Currency Transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortized cost in foreign currency translated at the exchange rate at the end of the reporting period. Non-monetary assets that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Foreign currency differences arising on translation are recognized in profit or loss, except for the differences on available for sale equity investments, which are recognized in other comprehensive income arising on retranslation. Non-monetary items that are measured based on historical cost in a foreign currency are not translated.

ii)

Foreign Operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustment arising on acquisition, are translated to USD at exchange rates at the reporting date. The income and expenses of foreign operations are translated to USD at an average exchange rate applicable during the period.

F-11

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Foreign currency differences are recognized in other comprehensive income as foreign currency translation reserve (FCTR). However, if the operation is a non-wholly owned subsidiary, then the relevant proportionate share of the translation difference is allocated to non-controlling interest. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit or loss as part of the profit or loss on disposal.

(d)

Financial Instruments

Non-Derivative Financial Assets

The Group initially recognizes loans and receivables and deposits on the date that they are originated. All other financial assets are recognized initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability.

Financial assets and liabilities are offset and the net amount is presented in the consolidated statement of financial position when, and only when, the Group currently has a legal enforceable right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

The Group has the following non-derivative financial assets which are classified into the following specified categories: ‘loans and receivables’ and ‘available for sale’. Loans and receivable comprise of ‘Trade and other receivables’, ‘Cash and cash equivalents’ and ‘Term deposits’.

The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Trade and other Receivables

Trade and other receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, trade and other receivables are measured at amortized cost using the effective interest method, less any impairment losses.

Trade receivables are initially recognized at fair value which primarily represents original invoice amount less any impairment loss or an allowance for any uncollectible amounts. Provision is made when there is objective evidence that the Group may not be able to collect the trade receivable. Balances are written off when recoverability is assessed as being remote.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and on hand and short-term deposits with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value.

F-12

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Available-for-sale Financial Assets

Available-for-sale financial assets are non-derivative financial assets that are either designated as available-for-sale or are not classified in any of the other categories. Available-for-sale financial assets are recognised initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, they are measured at fair value and changes therein, other than impairment losses are recognized in other comprehensive income (loss) and presented within equity in the fair value reserve. When such assets are derecognized, the cumulative gain or loss in other comprehensive income (loss) is transferred to profit or loss. Available-for-sale financial assets comprise of equity securities and right acquired under business combination.

Term deposits

Term deposits comprise deposits with banks, which have original maturities of more than three months. Such assets are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition, term deposits are measured at amortized cost using the effective interest method, less any impairment losses.

ii)

Non-Derivative Financial Liabilities

The Group recognizes financial liabilities initially on the trade date at which the Group becomes a party to the contractual provisions of the instrument.

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.

Financial assets and liabilities are offset and the net amount is presented in the consolidated statement of financial position when, and only when, the Group has a currently legal enforceable right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.

The Group has the following non-derivative financial liabilities: loans and borrowings, bank overdraft, other current and non-current liabilities and trade and other payables. Such financial liabilities are recognized initially at fair value plus any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method.

Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the consolidated statement of cash flows.

iii)

Share Capital

Ordinary shares

Ordinary shares are classified as equity with par value of $0.0005 per share. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity.

Class B Convertible Ordinary Shares

Class B Convertible Ordinary shares (“Class B shares”) are classified as equity with par value of $0.0005 per share. The terms of issue generally provide that the Class B shares issued to any shareholder will have the same powers and relative participation rights as ordinary shares of the Company and shall vote together with

F-13

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

ordinary shares as a single class on all matters on which the Company shareholders are entitled to vote, except as required by applicable law. Class B shares will be convertible into an equal number of ordinary shares, which shall be fully paid, non-assessable and free of any preemptive rights, of the Company on demand at the election of the holder, and will be automatically converted into an equal number of ordinary shares upon the transfer of Class B shares to another party.

Incremental costs directly attributable to the issue of Class B shares are recognized as a deduction from equity.

Repurchase and reissue of share capital (treasury shares)

When share capital recognized as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the reserve for own shares. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented within share premium.

iv)

Derivative financial instruments

The Group has an embedded derivative feature in convertible notes. Derivatives are recognized initially at fair value; attributable transaction costs are recognized in profit or loss as incurred. Fair value of the derivative is determined on inception using the Black-Scholes model. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted in profit or loss.

Convertible notes:

Convertible notes are convertible at the option of the holder into ordinary shares of the Company as per the terms of the issue. Conversion option which is not settled by delivering a fixed number of its own equity instruments for a fixed amount of cash is accounted for separately from the liability component as derivative and initially accounted for at fair value. The liability component is initially recognized at fair value less any directly attributable transaction costs. Directly attributable transaction costs are allocated to the liability component and the conversion option in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of the convertible notes is measured at amortized cost using the effective interest method. The conversion option is subsequently measured at fair value at each reporting date with changes in fair value recognized in profit or loss. The conversion option is presented together with the related liability.

(e)

Property, Plant and Equipment

Recognition and Measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

F-14

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized net within “other income/other operating expenses” in the consolidated statement of profit or loss and other comprehensive income (loss).

Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting date and the cost of property, plant and equipment not ready to use before such date are disclosed as capital work in progress under property, plant and equipment.

Items of property, plant and equipment acquired in a business combination are measured at fair value as at the date of acquisition.

ii)

Subsequent Costs

Subsequent expenditure is recognized as an increase in the carrying amount of the asset when it is probable that future economic benefits deriving from the cost incurred will flow to the enterprise and the cost of the item can be reliably determined. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.

iii)

Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of an asset or other amount substituted for cost, less its residual value.

Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives for each component of property, plant and equipment since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset. Leased assets are depreciated over the shorter of the lease term and their useful lives.

The estimated useful lives of assets are as follows:


• Computers		3-6 years
• Furniture and fixtures		5-6 years
• Office equipments		1-5 years
• Motor vehicles		3-7 years
• Diesel generator sets		7 years
• Building		20 years

Leasehold improvements are depreciated over the lease term or useful lives, whichever is shorter.

Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted as appropriate.

(f)

Intangible Assets

Goodwill

Goodwill represents excess of the cost of acquisition over the Group’s share in the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. If the excess is negative, a bargain purchase gain is recognized immediately in profit or loss. Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses.

F-15

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

ii)

Technology related Development Cost

Technology related development costs incurred by the Group are measured at cost less accumulated amortization and accumulated impairment losses. Cost includes expenses incurred during the application development stage. The costs related to planning and post implementation phases of development are expensed as incurred.

Expenditure on research activities are recognized in profit or loss as incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalized include the cost of materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended use, and capitalized borrowing cost.

Incidental operations are not necessary to bring an asset to the condition necessary for it to be capable of operating in the manner intended by management, the income and related expenses of incidental operations are recognized immediately in profit or loss, and included in their respective classifications of income and expense.

iii)

Other Intangible Assets

Other intangible assets comprise software that are acquired by the Group and intangible assets acquired in a business combination.

Software has finite useful lives and is measured at cost less accumulated amortization and accumulated impairment losses. Cost includes any directly attributable expenses necessary to make the assets ready for use.

iv)

Subsequent Expenditure

Amortization

Amortization of assets, other than goodwill, is calculated over the cost of the assets, or other amount substituted for cost, less its residual value.

Amortization is recognized in profit or loss on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

F-16

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

The estimated useful lives are as follows:


• Technology related development costs		2-5 years
• Software		3-5 years
• Customer—related intangible assets		7-10 years
• Contract—related intangible assets		5-6 years
• Marketing—related intangible assets		7-10 years
• Favorable lease contract term—related intangible assets		7 years

Amortization methods, useful lives and residual values are reviewed at each financial year-end and adjusted as appropriate.

(g)

Assets Held for Sale

Non-current assets that are expected to be recovered primarily through sale rather than continuing use are classified as held for sale. Immediately before classification as held for sale the assets are remeasured in accordance with the Group’s accounting policies. Thereafter generally the assets are remeasured at the lower of their carrying amount and fair value less costs to sell. Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognized in profit or loss. Gains are not recognized in excess of any cumulative impairment loss.

Once classified as held for sale, intangible assets and property, plant and equipment are no longer amortized or depreciated.

(h)

Inventories

Inventories are measured at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated selling expenses.

(i)

Impairment

Financial assets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Group on terms that the Group would not otherwise consider, indications that a debtor or issuer will enter bankruptcy, the disappearance of an active market for a security.

The Group considers evidence of impairment for receivables for each specific asset. All individually significant receivables are assessed for specific impairment.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognized through the unwinding of the

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(Amounts in USD thousands, except per share data and share count)

discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

Impairment losses on available-for-sale financial assets are recognized by reclassifying the losses accumulated in the fair value reserve in equity to profit or loss. The cumulative loss that is reclassified from equity to profit or loss is the difference between the acquisition cost, net of any principal repayment and amortization, and the current fair value, less any impairment loss recognized previously in profit or loss. Changes in cumulative impairment losses attributable to application of the effective interest method are reflected as a component of interest income. If, in a subsequent period, the fair value of an impaired available-for-sale debt security increases and the increase can be related objectively to an event occurring after the impairment loss was recognized, then the impairment loss is reversed, with the amount of the reversal recognized in profit or loss. However, any subsequent recovery in the fair value of an impaired available-for-sale equity security is recognized in other comprehensive income.

ii)

Non-Financial Assets

The carrying amounts of the Group’s non-financial assets, primarily property, plant and equipment, technology related development cost, software and other intangible assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment. An impairment loss is recognized if the carrying amount of an asset or cash generating unit (CGU) exceeds its recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assumptions of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test, CGUs to which goodwill has been allocated are aggregated to that level at which impairment testing is performed which reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to the group of CGUs that are expected to benefit from the synergies of the combination.

Impairment losses are recognized in profit or loss. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU (group of CGUs), and then to reduce the carrying amounts of the other assets in the CGU (group of CGUs) on a pro rata basis.

(j)

Employee Benefits

Defined Contribution Plans

Obligations for contributions to defined contribution plans are recognized as personnel expense in profit or loss in the periods during which services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

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(Amounts in USD thousands, except per share data and share count)

ii)

Defined Benefit Plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Group’s gratuity scheme is a defined benefit plan.

The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed half yearly by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in other comprehensive income (loss). The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the year to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.

The discount rate is based on the prevailing market yields of Indian government securities as at the reporting date that have maturity dates approximating the terms of the Group’s obligations and that are denominated in the same currency in which the benefits are expected to be paid.

iii)

Other Long-term Employee Benefits

Benefits under the Group’s compensated absences policy constitute other long term employee benefits.

The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The discount rate is based on the prevailing market yields of Indian government securities as at the reporting date that have maturity dates approximating the terms of the Group’s obligations. The calculation is performed using the projected unit credit method. Any actuarial gains or losses are recognized in profit or loss in the period in which they arise.

iv)

Short-term Employee Benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

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(Amounts in USD thousands, except per share data and share count)

Share Based Payment

The grant date fair value of share-based payment awards granted to employees is recognized as personnel expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. The increase in equity recognized in connection with a share based payment transaction is presented in the share based payment reserve, as a separate component in equity.

(k)

Provisions and Contingent Liabilities

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assumptions of the time value of money and the risks specific to the liability. The unwinding of discount is recognized as finance cost.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

A provision for onerous contract is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract.

Contingent liabilities are possible obligations that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events not wholly within the control of the Group. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.

(l)

Revenue

The Group provides travel products and services to leisure and corporate travelers in India and abroad. The revenue from rendering these services is recognized in the profit or loss at the time when significant risk and rewards are transferred to the customer. This is generally the case: 1) on the date of departure for tours and packages, 2) date of check in for hotel booking business, 3) on the issuance of the ticket in the case of sale of airline tickets and 4) date of journey in case of sale of bus tickets.

Income from the sale of airline tickets is recognized as an agent on a net commission earned basis, as the Group does not assume any performance obligation post the confirmation of the issuance of an airline ticket to the customer.

Where the Group has procured in advance coupons of airline tickets for an anticipated future demand from customers and assumes the risk of not utilising the coupons at its disposal, income from the sale of such airline tickets is accounted on gross basis.

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(Amounts in USD thousands, except per share data and share count)

Incentives from airlines are recognized when the performance obligations under the incentive schemes are achieved.

Income from hotel reservations including commission earned is recognized on a net basis as an agent on the date of check-in as the Group does not assume any performance obligation post the issuance of hotel confirmation voucher to the customer. Where the Group has pre-booked the hotel room nights for an anticipated future demand from the customers and assumes the risk of not utilising the available hotel room nights at its disposal, income from the sale of such hotel room nights is accounted on gross basis. Performance linked incentives from hotels are recognized as income on achievement of performance obligations.

Income from tours and packages, including income on airline tickets sold to customers as a part of tours and packages is accounted on gross basis as the Group is determined to be the primary obligor in the arrangement i.e., the risks and responsibilities are taken by the Group including the responsibility for delivery of services. Income from tours and packages also includes amounts received from hotel vendors against online promotions of hotels brands on our website.

Income from bus ticketing, including commissions and fees earned from bus operators, convenience fees from customers is recognized on a net basis as an agent on the date of journey as the Group does not assume any performance obligation post the confirmation of the issuance of the ticket to the customer.

Income from other sources, primarily comprising advertising revenue, income from rail tickets reservation and fees for facilitating website access to a travel insurance company are being recognized as the services are being performed. Income from rail tickets reservation is recognized as an agent on a net commission earned basis, as the Group does not assume any performance obligation post the confirmation of the issuance of the ticket to the customer.

Revenue is recognized net of cancellations, refunds, discounts and taxes. In the event of cancellation of airline tickets, revenue recognized in respect of commissions earned by the company on such tickets is reversed and is netted off from the revenue earned during the fiscal period at the time the cancellation is made by the customers. In addition, a liability is recognized in respect of the refund due to the customers for the gross amount charged to such customers net of cancellation fees. The revenue from the sale of tours and packages and hotel reservations is recognized on the customer’s departure and check-in dates, respectively. Cancellations, if any, do not impact revenue recognition since revenue is recognized upon the availment of services by the customer.

The Company provides loyalty programs under which participating customers earn loyalty points on current transactions that can be redeemed for future qualifying transactions. Revenue is allocated between the loyalty programme and the other components of the sale when such loyalty programs are offered as concessional offers. The amount allocated to such loyalty programme is deferred, and is recognized as revenue when the Group fulfills its obligations to supply the discounted products/services under the terms of the programme or when it is no longer probable that the points under the programme will be redeemed.

Further, when loyalty programmes are run as part of the Group’s customer inducement / acquisition activities with the intent of acquiring customers and promoting transactions across various booking platforms, the related cost for providing discounted products/services is recognized as marketing and sales promotion expense instead of as deferral of revenue.

(m)

Marketing and Sales Promotion Costs

Marketing and sales promotion costs comprise of internet, television, radio and print media advertisement costs as well as event driven promotion cost for Group’s products and services. These costs include advertising

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(Amounts in USD thousands, except per share data and share count)

on websites, television, print formats, search engine marketing, and any other media cost. Additionally, the Group also incurs customer inducement/acquisition costs for acquiring customers and promoting transactions across various booking platforms such as upfront cash incentives and select loyalty programs cost, which when incurred are recorded as marketing and sales promotion costs instead of as a reduction / deferral of revenue. Marketing and sales promotion costs are recognized when incurred.

(n)

Leasing Arrangements

Accounting for Finance Leases

On initial recognition, assets held under finance leases are recorded as property, plant and equipment and the related liability is recognized under borrowings. At inception of the lease, finance leases are recorded at amounts equal to the fair value of the leased asset or, if lower, the present value of the minimum lease payments. Minimum lease payments under finance leases are apportioned between finance expense and reduction of the outstanding liability.

The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Accounting for Operating Leases

Payments made under operating leases are recognized as an expense on a straight-line basis over the lease term. Lease incentives received are recognized as a reduction of the lease expense, over the term of the lease.

(o)

Finance Income and Costs

Finance income comprises interest income on funds invested, change in financial liability and net gain on change in fair value of derivatives. Interest income is recognized as it accrues in profit or loss, using the effective interest method.

Finance costs comprise interest expense on borrowings, change in financial liability, net loss on change in fair value of derivatives, impairment losses recognized on financial assets, including trade and other receivables, cost related to public offerings and cost related to convertible notes. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in profit or loss using the effective interest method.

Foreign currency gains and losses are reported on a net basis.

(p)

Income Taxes

Income tax expense comprises current and deferred taxes. Current and deferred tax expense is recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or other comprehensive income, in which case it is recognized in equity or in other comprehensive income (loss).

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not

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(Amounts in USD thousands, except per share data and share count)

recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

In determining the amount of current and deferred tax, the Group takes into account the impact of uncertain tax positions and whether additional taxes and interest may be due. This assessment relies on estimates and assumptions and may involve a series of judgements about future events. New information may become available that causes the Company to change its judgement regarding the adequacy of existing tax liabilities; such changes to tax liabilities will impact tax expense in the period that such a determination is made.

(q)

Earnings (Loss) Per Share

The Group presents basic and diluted earnings (loss) per share (EPS) data for its ordinary shares (including Class B shares). Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of ordinary shares outstanding after adjusting for the effects of all potential dilutive ordinary shares.

(r)

Government grants

Government grants are recognized when there is reasonable assurance that the conditions attached to the grants are complied with and the grants will be received. Grants awarded for the purchase of fixed assets or development of technology assets are offset against the acquisition or development costs of the respective assets and reduce future depreciation and amortization cost accordingly. Grant awarded for research phase of technology assets are offset against the underlying expenses incurred.

(s)

Operating Segment

In accordance with IFRS 8 – Operating Segments, the operating segments used to present segment information are identified on the basis of internal reports used by the Group’s management to allocate resources to the segments and assess their performance. An operating segment is a component of the Group that engages in business activities from which it earns revenues and incurs expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. Results of the operating segments are reviewed regularly by the leadership team, which has been identified as the chief operating decision maker (CODM), to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available.

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(Amounts in USD thousands, except per share data and share count)

The Group has two reportable segments, i.e. air ticketing and hotels and packages. Accordingly, the Group has made relevant entity-wide disclosures (Refer to Note 6).

Segment results that are reported to the CODM include items directly attributable to a segment.

Revenue directly attributable to the segments is considered segment revenue. Income from tours and packages is measured on a gross basis and any commission earned on hotel reservations booked is being recognized on a net basis as an agent on the date of check in except where the Group has pre-booked the hotel room nights for an anticipated future demand from the customers and assumes the risk of not utilising the available hotel room nights at its disposal, income from the sale of such hotel room nights is accounted on gross basis. Segment revenue of air ticketing segment is measured on a net basis except where the Group has procured in advance coupons of airline tickets for an anticipated future demand from customers and assumes the risk of not utilising the coupons at its disposal, income from the sale of such airline tickets is accounted on gross basis.

Service cost includes cost of airline tickets, amounts paid to hotels and other service providers. Operating expenses other than service cost have not been allocated to the operating segments and are treated as unallocated/ common expenses. For the purposes of the CODM review, the measure of segment revenue as reduced by service cost is a key operating metric, which is sufficient to assess performance and make resource allocation decisions.

Segment capital expenditure does not include cost incurred during the period to acquire property, plant and equipment, goodwill and intangible assets as they cannot be allocated to segments and is not reviewed by the CODM.

Segment assets do not include property, plant and equipment, goodwill, intangible assets, trade and other receivables, term deposits, tax assets, corporate assets, other current assets and other non-current assets as they cannot be allocated to segments and are not reviewed by the CODM.

Segment liabilities do not include trade and other payables, employee benefits, accrued expenses, deferred income, loans and borrowings and other liabilities as they cannot be allocated to segments and are not reviewed by the CODM.

(t)

New Accounting Standards and Interpretations Not Yet Adopted

IFRS 9 Financial Instruments:

In July 2014, the International Accounting Standards Board issued the final version of IFRS 9, Financial Instruments. The standard reduces the complexity of the current rules on financial instruments as mandated in IAS 39. IFRS 9 has fewer classification and measurement categories as compared to IAS 39 and has eliminated the categories of held to maturity, available for sale and loans and receivables. Further it eliminates the rule-based requirement of segregating embedded derivatives and tainting rules pertaining to held to maturity investments. For an investment in an equity instrument which is not held for trading, IFRS 9 permits an irrevocable election, on initial recognition, on an individual share-by-share basis, to present all fair value changes from the investment in other comprehensive income. No amount recognized in other comprehensive income would ever be reclassified to profit or loss. It requires the entity, which chooses to measure a liability at fair value, to present the portion of the fair value change attributable to the entity’s own credit risk in other comprehensive income.

IFRS 9 replaces the ‘incurred loss model’ in IAS 39 with an ‘expected credit loss’ model. The measurement uses a dual measurement approach, under which the loss allowance is measured as either 12 month expected

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(Amounts in USD thousands, except per share data and share count)

credit losses or lifetime expected credit losses. The standard also introduces new presentation and disclosure requirements.

The effective date for adoption of IFRS 9 is annual periods beginning on or after January 1, 2018, though early adoption is permitted. We are in the process of determining the method of adoption and assessing the impact of IFRS 9 on our consolidated results of operations, cash flows, financial position and disclosures.

IFRS 15 Revenue from Contracts with Customers:

In May 2014, the International Accounting Standards Board and Financial Accounting Standards Board jointly issued IFRS 15, Revenue from Contracts with Customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers.

In September 2015, the IASB issued an amendment to IFRS 15, deferring the adoption of the standard to periods beginning on or after January 1, 2018 instead of January 1, 2017.

In April 2016, the IASB has amended IFRS 15. The amendments provide clarifications to apply the principles of IFRS 15 and some additional transitional relief to companies.

The effective date for adoption of IFRS 15 is annual periods beginning on or after January 1, 2018, though early adoption is permitted. We are in the process of determining the method of adoption and assessing the impact of IFRS 15 on our consolidated results of operations, cash flows, financial position and disclosures, and expect to complete our assessment by the third quarter of financial year 2017-18.

IFRS 16 Leases:

On January 13, 2016, the International Accounting Standards Board issued the final version of IFRS 16, Leases. IFRS 16 will replace the existing leases standard, IAS 17, Leases, and related Interpretations.

The Standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract i.e., the lessee and the lessor. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Currently, operating lease expenses are charged to the statement of profit or loss and other comprehensive income (loss). The Standard also contains enhanced disclosure requirements for lessees. The effective date for adoption of IFRS 16 is annual periods beginning on or after January 1, 2019, though early adoption is permitted for companies applying IFRS 15 Revenue from Contracts with Customers. We are in the process of assessing the impact of IFRS 16 on our consolidated results of operations, cash flows, financial position and disclosures.

IAS 7 Statement of cash flows:

In January 2016, the International Accounting Standards Board issued the amendments to IAS 7, requiring the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities

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arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement. The effective date for adoption of the amendments to IAS 7 is annual reporting periods beginning on or after January 1, 2017, though early adoption is permitted. The Group has evaluated the disclosure requirements of the amendment and the effect on the consolidated financial statements is not expected to be material.

The standard permits two possible methods of transition:

•

Full retrospective approach – Under this approach, IFRIC 23 will be applied retrospectively to each prior reporting period presented in accordance with IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors

•

Retrospectively with cumulative effect of initially applying IFRIC 23 recognized by adjusting equity on initial application, without adjusting comparatives

4)	DETERMINATION OF FAIR VALUES

A number of the group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

The group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including level 3 fair values, and reports directly to the Group Chief Financial Officer.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments.

Significant valuation issues are reported to the Group’s Audit committee.

When measuring the fair value of an asset or a liability, the group uses market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

•

Level 1: quoted prices (Unadjusted) in active markets for identical assets or liabilities.

•

Level 2: Inputs other than quoted prices included in level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

•

Level 3: Inputs for the assets or liability that are not based on observable market data. (Unobservable Inputs)

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(Amounts in USD thousands, except per share data and share count)

If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

a)	Property, Plant and Equipment

The fair value of property, plant and equipment recognized as a result of a business combination is the estimated amount for which a property could be exchanged on the date of acquisition between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably. The fair value of items of property, plant and equipment is based on the market approach and cost approaches using the quoted market prices for similar items when available and depreciated replacement cost when appropriate. Depreciated replacement cost reflects adjustments for physical deterioration as well as functional and economic obsolescence.

b)	Intangible Assets

The fair value of trademark and brand names acquired in business combinations is based on the discounted estimated royalty payments that are expected to be avoided as a result of the trademark / brand names being owned. The fair value of customer relationships acquired in a business combination is determined using the multi-period excess earnings method, whereby the subject asset is valued after deducting a fair return on all other assets that are part of creating the related cash flows. The fair value of non-compete agreements acquired in a business combination is determined using the comparative income differential method. The fair value of technology acquired in business combinations is determined using the replacement cost method and/or relief from royalty method.

The fair value of favorable lease term acquired in a business combination is determined by comparison of the terms of an acquiree’s leases with the market terms of leases of the same or similar items at the acquisition date.

c)	Non Derivative Financial Liabilities

Fair value is calculated based on the present value of future principal and interest cash flows, discounted at the market rate of interest. For finance leases, the market rate of interest is determined by reference to similar lease agreements.

d)	Share Based Payment Transactions

The fair value of restricted stock units given under MakeMyTrip 2010 Share Incentive Plan (“Share Incentive Plan”) is calculated by multiplying the number of units given with the Company’s share price on the date of grant. Service conditions attached to the arrangements were not taken into account in measuring fair value.

The fair value of acquiree’s awards exchanged in a business combination was measured using Bermudan Binomial option pricing model, taking into account the terms and conditions upon which the awards were made. In applying the valuation model, it is required to determine the most appropriate inputs to the valuation model including the expected life of the appreciation right, volatility and dividend yield and making assumptions about them.

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(Amounts in USD thousands, except per share data and share count)

e)	Trade and other Receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.

f)	Investment in Equity Securities

The fair value of investment in equity securities is determined using a valuation technique. Valuation techniques employed include market multiples and discounted cash flows analysis using expected future cash flows and a market related discount rate.

g)	Separable Embedded Derivative

The fair value of the separable embedded derivative in the convertible notes has been determined using Black-Scholes model. Measurement inputs include share price on measurement date, expected term of the instrument, risk free rate (based on government bonds), expected volatility (based on weighted average historic volatility) and expected dividend rate.

h)	Available for Sale financial asset

The fair value of the entitlement on future proceeds from sale of stake acquired in a business combination has been determined by assigning probabilities to Binomial Lattice Model and Discounted Cash Flow method. Measurement inputs include discount rate, expected term, volatility, expected dividend yield and share price movement trend.

i)	Investment in Associates

The fair value of Group’s shares, acquired as a result of a business combination, in an entity over which the Group has significant influence but not control is based on the enterprise value of that entity determined using the latest round of investment in that entity by market participants.

5)	FINANCIAL RISK MANAGEMENT

Overview

In the normal course of its business, the Group is exposed to liquidity, credit and market risk (interest rate and foreign currency risk).

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the Group’s risk management framework.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Group audit committee oversees how management monitors compliance with the Group’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The Group audit committee is assisted in its oversight role by internal audit.

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(Amounts in USD thousands, except per share data and share count)

Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

Liquidity Risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s approach to manage liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Group’s reputation.

To ensure smooth operations, the Group has invested surplus funds in term deposits with banks and has taken overdraft facility against them.

Credit Risk

The Group’s exposure to credit risk is limited, as its customer base consists of a large number of customers and the majority of its collections from customers are made on an upfront basis at the time of consummation of the transaction. There is limited credit risk on sales made to corporate customers, incentives due from the airlines and its Global Distribution System (GDS) providers. The Group has not experienced any significant default in recovery from such customers.

Additionally, the Group places its cash and cash equivalents and term deposits with banks with high investment grade ratings, limits the amount of credit exposure with any one bank and conducts ongoing evaluation of the credit worthiness of the banks with which it does business. Given the high credit ratings of these financial institutions, the Group does not expect these financial institutions to fail in meeting their obligations. The maximum exposure to credit risk is represented by the carrying amount of each financial asset.

Foreign Currency Risk

The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchase of services and borrowings are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily INR and USD. The currencies in which these transactions are primarily denominated are INR, USD, and Euro.

The Group currently does not have hedging or similar arrangements with any counter-party to cover its foreign currency exposure fluctuations in foreign exchange rates.

Interest Rate Risk

A majority of the financing of the Group has come from a mix of ordinary or convertible and redeemable preference shares with nominal dividends, proceeds from public offerings, proceeds from the issuance of the convertible notes and an overdraft facility with banks. The interest rates on the overdraft facility availed by the subsidiaries of the parent company are marginally higher than the interest rates on term deposits with the banks. Further, the interest rate on convertible notes was fixed. Accordingly, there is limited interest rate risk. The Group’s investments in majority of term deposits with banks are for short duration, and therefore do not expose the group to significant interest rate risk.

F-29

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Market and Operational Risk

The Group is dependent on its ability to maintain existing and new arrangements with its suppliers. Adverse changes in existing relationships, increasing industry consolidation or Group’s inability to enter into new arrangements with these parties on favorable terms, if at all, could reduce the amount, quality, pricing and breadth of travel products and services that Group is able to offer, which in turn could adversely affect the Group’s business and financial performance.

The Indian as well as worldwide travel market is intensely competitive. Factors affecting the Group’s competitive success include, among others: price, availability and breadth of travel products, ability to package and customize travel products, brand recognition, customer service and customer care, service fees, ease of use, accessibility and reliability. If the Group is not able to compete effectively on any of these factors, the Group’s business and results of operations may be adversely affected.

The Group’s business and financial performance are affected by the health of the Indian as well as worldwide travel industry, including changes in supply and pricing. Events specific to the air travel industry that could negatively affect the Group’s business include continued fare increases, travel-related strikes or labor unrest, fuel price volatility. Further, the heavy promotional schemes strategy followed by the new entrants and existing market players in the Indian Hotels Industry could negatively affect the Group’s hotels and packages business. The Group is also affected by economic conditions worldwide and in India, as poor economic conditions generally result in a reduction in travel volumes.

6)	OPERATING SEGMENTS

The Group has two reportable segments, as described below, which are the Group’s Lines of Business (LoBs). The LoBs offer different products and services, and are managed separately because the nature of products and methods used to distribute the services are different. For each of these LoBs, the Group’s Leadership team comprising of Group Chief Executive Officer, Chief Executive Officer- India, President, Group Chief Financial Officer, Chief Operating Officer- Online, Chief Products Officer, Chief Technology Officer, Chief Business Officer – Holidays, and Chief Human Resource Officer, reviews internal management reports. Accordingly, the Leadership team is construed to be the Chief Operating Decision Maker (CODM). LoBs assets, liabilities and expenses (other than service cost) are reviewed on an entity-wide basis by the CODM, and hence are not allocated to these LoBs. Segment revenue less service cost from each LoB are reported and reviewed by the CODM on a monthly basis.

The following summary describes the operations in each of the Group’s reportable segments:

1. Air ticketing: Primarily through internet based platforms, provides the facility to book international and domestic air tickets.

2. Hotels and packages: Through internet based platforms, call-centers and branch offices, provides holiday packages and hotel reservations. For internal reporting purposes, the revenue related to airline tickets issued as a component of a Company developed tour and package has been assigned to the hotels and packages segment and is recorded on a gross basis.

Other operations primarily include advertisement income from hosting advertisements on its internet web-sites, income from sale of rail and bus tickets and income from facilitating website access to a travel insurance company and other agents. The operations do not meet any of the quantitative thresholds to be a reportable segment for any of the periods presented in these consolidated financial statements.

F-30

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Information About Reportable Segments:


	For the Year Ended March 31
							Reportable segments
	Air ticketing						Hotels and packages						Total reportable segments						All others segments						Total
Particulars	2015		2016		2017		2015		2016		2017		2015		2016		2017		2015		2016		2017		2015			2016			2017
Revenues		74,325		78,172		118,514		220,512		251,713		314,254		294,837		329,885		432,768		4,825		6,169		14,848		299,662			336,054			447,616

Total segment revenue		74,325		78,172		118,514		220,512		251,713		314,254		294,837		329,885		432,768		4,825		6,169		14,848		299,662			336,054			447,616
Service cost		2,816		1,770		—		157,897		165,264		173,919		160,713		167,034		173,919		—		—		—		160,713			167,034			173,919

Segment revenue less service cost		71,509		76,402		118,514		62,615		86,449		140,335		134,124		162,851		258,849		4,825		6,169		14,848		138,949			169,020			273,697
Other income																										853			1,014			363
Personnel expenses																										(44,318	)		(49,018	)		(73,736	)
Marketing and sales promotion expenses																										(42,724	)		(108,966	)		(224,424	)
Other operating expenses																										(59,345	)		(67,954	)		(81,585	)
Depreciation, amortisation and impairment																										(7,955	)		(10,923	)		(29,702	)
Finance income																										3,168			1,586			45,268
Finance cost																										(6,712	)		(20,327	)		(18,289	)
Impairment in respect of an equity accounted investee																										—			(959	)		—
Share of loss of equity-accounted investees																										(139	)		(1,860	)		(1,702	)

Loss before tax																										(18,223	)		(88,387	)		(110,110	)

Assets and liabilities are used interchangeably between segments and these have not been allocated to the reportable segments.

F-31

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Geographical Information:

In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets.


	Revenue						Non-Current Assets*
	For the Year Ended March 31						As at March 31
Particulars	2015		2016		2017		2016		2017
India		251,568		295,794		415,555		43,445		1,211,999
United States		8,296		6,504		2,382		31		23
South East Asia		18,167		10,132		11,115		22,419		7,719
Europe		11,672		12,698		9,184		3,222		—
Others		9,959		10,926		9,380		4,818		184

Total		299,662		336,054		447,616		73,935		1,219,925

*	Non-current assets presented above represent property, plant and equipment, intangible assets and goodwill, non-current tax assets, and other non-current assets (excluding financial assets).

In the year ended March 31, 2016, the Group changed the management reporting structure for analysing revenue based on geographical location of customers. In conjunction with that change, the Group now reports its geographical revenues and non-current assets for India, United States, South East Asia, Europe and Other countries. For comparability, the Group had reclassified prior year geographical segment revenues and non-current assets to reflect these changes. These reclassifications only affect segment reporting, and do not change the total consolidated revenue, operating loss, or net loss or total segment revenues or total segment financial results.

Major Customers:

Considering the nature of business, customers normally include individuals. Further, none of the corporate and other customers account for more than 10% or more of the Group’s revenues.

7)	BUSINESS COMBINATIONS

a) Acquisition of ibibo Group

On January 31, 2017, MakeMyTrip Limited (‘MMYT’) acquired 100% of the outstanding shares and voting interest of Ibibo Group Holdings (Singapore) Pte. Ltd. (‘ibibo Group’), a subsidiary of MIH Internet SEA Pte. Ltd. (‘Parent’) (which is jointly owned by Naspers Limited and Tencent Holdings Limited).

Through this acquisition, MMYT intends to bring together a bouquet of leading consumer travel brands in India, including MakeMyTrip, goibibo and redBus. MMYT aims to create one of the leading travel groups in India that provides a one-stop shop for all Indian travellers and serves as a critical partner for travel industry suppliers. The transaction is expected to unlock value for customers, supply partners and shareholders, by combining the complementary strengths of each business.

The operations of ibibo Group have been consolidated in the financial statements of the Group from January 31, 2017. In the year ended March 31, 2017, ibibo Group contributed revenue of USD 28,740 and loss of USD 26,470 to the Group’s result.

F-32

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

If the acquisition had occurred on April 1, 2016, management estimates that consolidated revenue would have been USD 609,798 and consolidated loss for the year ended March 31, 2017 would have been USD 225,355 . This unaudited pro-forma information is not necessarily indicative of the results of operations that would have occurred had the acquisition been made at the beginning of the period.

Consideration transferred

The following table summarises the acquisition date fair value of each class of consideration transferred:


Equity instruments issued to Parent (38,971,539 Class B shares)	1,178,792
Equity instruments issued to Parent (Option to exercise and acquire 413,035 ordinary shares)	3,741
Working capital infusion by the Parent	(83,260	)
Replacement share-based payment awards	15,008
Total Consideration transferred	1,114,281

Equity instruments issued

The fair value of the 38,971,539 Class B shares issued was based on the listed share price of the Company on the date of closing after making adjustments for certain selling restrictions. Under the acquisition agreement, the Parent had an option to purchase 413,035 ordinary shares of MMYT at $21.19 per share, which was exercised by the Parent on January 31, 2017. The difference between the exercise price and the stock price on the date of closing (after making adjustments for certain selling restrictions) was considered as part of purchase consideration.

Working capital infusion by the Parent

As per the terms of the acquisition agreement, as a key condition to the completion of the transaction, the Parent of ibibo Group contributed its pro rata share of consolidated net working capital of USD 82,826 in cash to MMYT at the closing (which was subject to adjustments after completion). In May 2017, the Parent agreed to the working capital adjustment and total pro rate share contributed by the Parent is USD 83,260.

Replacement share-based payment awards

In accordance with the terms of the acquisition agreement, the Group exchanged share-based payment awards held by employees of ibibo Group (the acquiree’s awards) for equity-settled share-based payment awards of the Company (the replacement awards).

The replacement awards given in exchange of acquiree’s awards will have the same vesting schedule as was applicable to the ibibo Group employees before the acquisition. The fair value of the replacement awards on the date of acquisition was USD 26,021. The value of the replacement awards was USD 24,832, after taking into account estimated forfeiture rates. The consideration for the business combination includes USD 15,008 transferred to employees of Ibibo Group when the acquiree’s awards were substituted by the replacement awards, which relates to past service. The balance of USD 9,824 will be recognized as post-acquisition compensation cost over remaining vesting period of replaced awards. For further details on the replacement awards, refer note 33.

F-33

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Acquisition-related costs

The Group incurred acquisition related costs of USD 5,972 relating to external legal fees and due diligence cost. These amounts have been included in other operating expenses in the consolidated statement of profit or loss and other comprehensive income (loss) for the year ended March 31, 2017.

Identifiable assets acquired and liabilities assumed

The acquisition has been accounted for under the acquisition method of accounting in accordance with IFRS 3 “Business Combinations”. The assets and liabilities of ibibo Group were recorded at fair value at the date of acquisition.

The purchase price has been allocated based on management’s estimates and an independent appraisal of fair values as follows:


Property, plant and equipment	1,189
Intangible assets	153,860
Other non-current assets	20,499
Current assets and liabilities, net (including cash and cash equivalents of USD 19,988)	(12,309	)
Employee benefits	(605	)
Equity stake in an associate	2,060

Total identifiable net assets assumed	164,694
Non-controlling interest	(617	)
Goodwill	950,204

Total purchase price	1,114,281

The fair value of the current assets acquired includes trade receivable with a fair value of USD 7,601.

The goodwill is attributable mainly to the skills and technical talent of ibibo Group’s work force and the synergies expected to be achieved from integrating the ibibo Group into the Group’s existing business. Goodwill recognized is not expected to be deductible for income tax purposes.

8)	INVESTMENT IN EQUITY-ACCOUNTED INVESTEES

a) My Guest House Accommodations Private Limited

In November 2011, the Company acquired 28.57% equity interest in My Guest House Accommodations Private Limited (MGH), engaged in the business of aggregation, sales and distribution of hotel room inventory with a special focus on budget lodging accommodations and serviced apartments. The Company paid cash consideration of USD 963 for the purchase of equity shares. Additionally, acquisition related expenses incurred by the Company amounted to USD 60. In January 2013, the Company acquired additional shares in MGH, increasing its stake to 38.34% through equity infusion of USD 642 paid in cash.

In the year ended March 31, 2016, The Company recognized an impairment loss of USD 959 in respect of its investment in MGH. The operations of MGH have been severely affected due to the increased competition from new entrants in the hotel aggregation market in India. Further, MGH had granted perpetual, transferable and irrevocable access of its technology platform license to the Company against diminution in the value of the investment in MGH. The Company had classified the license of USD 886 as capital work in progress under

F-34

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

intangible assets with a corresponding income in the statement of profit or loss and comprehensive income (loss) under “Other Income”. The license was valued using the replacement cost method.

b) Simplotel Technologies Private Limited

In December 2014, the Company acquired 16.96% equity interest in Simplotel Technologies Private Limited (Simplotel), which owns and operates www.simplotel.com , and is engaged in the business of building websites and booking engines for hotels. The Company paid cash consideration of USD 712 for the purchase of new shares. Further, in June 2015, the Company invested USD 469 for new shares of Simplotel, which increased its equity interest to 25.39%. In November 2015, the Company acquired additional equity interest for a cash consideration of USD 197, which increased its equity interest to 33.23%.

Further, in December 2016, the Company paid cash consideration of USD 590 for subscription of new compulsory convertible preference shares of Simplotel Technologies Private Limited.

c) Inspirock, Inc.

In April 2015, the Company acquired approximately 20.6% ownership interest in Inspirock, Inc., which owns and operates www.inspirock.com , an online planning tool for completely customizable itineraries. The Company paid cash consideration of USD 1,945 for the purchase of new shares. Additionally, acquisition related expenses incurred by the Company amounted to USD 25.

d) HolidayIQ PTE. LTD

In July 2015, the Company acquired approximately 30% stake in HolidayIQ PTE. LTD which owns and operates holiday information portal www.HolidayIQ.com , a popular Indian travel community and holidays-planning recommendation engine for cash consideration of USD 15,200. This strategic investment will enable both companies to rapidly scale up hotel content and reviews for Indian customers, and provide more compelling offerings to their visitors.

e) Saaranya Hospitality Technologies Private Limited

In January 2017, the Company acquired 100% stake in ibibo Group (Refer note 7(a)). As of January 31, 2017, ibibo Group held 31.7% equity interest in Saaranya Hospitality Technologies Private Limited (‘Saaranya’), an entity operating in India, which provides a cloud based hotel sales management and inventory distribution platform to various hotels.

In March 2017, the Group paid cash consideration of USD 500 for subscription of new shares issued by Saaranya which has increased the equity interest of ibibo Group to 38.6%.

Summary financial information for individually immaterial associates are as follows:


	As at March 31
Particulars	2016		2017
Carrying amount of Company’s interests in associates		6,213		5,017


	For the Year ended March 31
Particulars	2015			2016			2017
Company’s share of loss in associates		(139	)		(1,860	)		(1,702	)

F-35

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

9)	OTHER INVESTMENTS


	As at March 31
Particulars	2016		2017
Investment in equity securities		6,690		5,791

Total		6,690		5,791

These investments have been classified as “Available-for-sale Financial Assets” as per IAS 39 “Financial Instruments: Recognition and measurement”.

The Group’s exposure to risks and fair value measurement is disclosed in note 5 and 35.

10)

OTHER REVENUE


	For the Year Ended March 31
Particulars	2015		2016		2017
Advertising revenue		1,008		953		1,326
Facilitation fee		2,116		3,516		6,956
Commission on rail and bus reservation		985		946		5,823
Miscellaneous		716		754		743

Total		4,825		6,169		14,848

11)

OTHER INCOME


	For the Year Ended March 31
Particulars	2015		2016		2017
Claim received from vendor		283		24		—
Excess provision written back		570		—		93
Income on license acquired		—		886		—
Others		—		104		270

Total		853		1,014		363

12)

PERSONNEL EXPENSES


	For the Year Ended March 31
Particulars	2015		2016		2017
Wages, salaries and other short term employees benefits		28,358		31,001		42,073
Contributions to defined contribution plans		1,915		2,017		2,204
Expenses related to defined benefit plans		204		253		363
Equity settled share based payments		12,308		13,685		26,795
Employee welfare expenses		1,533		2,062		2,301

Total		44,318		49,018		73,736

F-36

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

13)

OTHER OPERATING EXPENSES


	For the Year Ended March 31
Particulars	2015		2016		2017
Travelling and conveyance		2,766		3,069		3,537
Communication		3,089		3,600		4,385
Repairs and maintenance		2,389		3,322		4,322
Rent		2,816		2,949		3,831
Legal and professional		3,597		3,707		11,395
Payment gateway and other charges		23,296		25,019		27,269
Website hosting charges		1,800		2,243		2,428
Net loss on disposal of property, plant and equipment		101		380		46
Outsourcing fees		13,888		16,055		16,920
Miscellaneous expenses		5,603		7,610		7,452

Total		59,345		67,954		81,585

14)

DEPRECIATION, AMORTIZATION AND IMPAIRMENT


	For the Year Ended March 31
Particulars	2015		2016		2017
Depreciation		2,434		2,724		5,149
Amortization		5,521		6,032		9,386
Impairment		—		2,167		15,167

Total		7,955		10,923		29,702

15)

FINANCE INCOME AND COSTS


	For the Year Ended March 31
Particulars	2015			2016			2017
Recognized in profit or loss
Interest income on term deposits		3,053			1,477			2,208
Other interest income		115			109			633
Net gain on change in fair value of derivative financial instrument		—			—			42,427

Finance income		3,168			1,586			45,268

Interest expense on financial liabilities measured at amortised cost		242			3,838			8,574
Change in financial liability		454			496			2
Cost related to convertible notes		—			775			—
Net foreign exchange loss		5,216			4,501			1,669
Impairment loss on trade and other receivables		210			984			1,771
Net loss on change in fair value of derivative financial instrument		—			9,017			—
Finance and other charges		590			716			6,273

Finance costs		6,712			20,327			18,289

Net finance income (costs) recognized in profit or loss		(3,544	)		(18,741	)		26,979

F-37

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

16)

INCOME TAX BENEFIT (EXPENSE)

Income Tax Recognized in Profit or Loss


	For the Year Ended March 31
Particulars	2015			2016			2017
Current tax expense
Current period		(186	)		(178	)		(237	)

Current tax expense		(186	)		(178	)		(237	)

Deferred tax benefit (expense)
Origination and reversal of temporary differences		62			4,343			1,928
Change in unrecognized deductible temporary differences		(3,995	)		(4,335	)		(1,908	)
Utilization of previously unrecognised tax losses		3,984			15			24

Deferred tax benefit		51			23			44

Total income tax expense		(135	)		(155	)		(193	)

Income Tax Recognized in Other Comprehensive Income


	For the Year Ended March 31
	2015								2016								2017
Particulars	Before tax			Tax (expense) benefit		Net of tax			Before tax			Tax (expense) benefit		Net of tax			Before tax			Tax (expense) benefit		Net of tax
Foreign currency translation differences on foreign operations		(776	)		—		(776	)		(565	)		—		(565	)		48,618			—		48,618
Net change in fair value of available-for-sale financial assets		1,965			—		1,965			752			—		752			(809	)		—		(809	)
Remeasurement of defined benefit (asset) liability		(142	)		—		(142	)		(149	)		—		(149	)		(266	)		—		(266	)

Total		1,047			—		1,047			38			—		38			47,543			—		47,543

F-38

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Reconciliation of Effective Tax Rate


	For the Year Ended March 31
Particulars	2015					2016					2017
Loss for the year				(18,358	)				(88,542	)				(110,303	)
Income tax expense				(135	)				(155	)				(193	)

Loss before tax				(18,223	)				(88,387	)				(110,110	)

Income tax benefit using the Company’s domestic tax rate		15.00	%	2,733			15.00	%	13,261			15.00	%	16,517
Effect of tax rates in foreign jurisdictions		0.47	%	(86	)		9.81	%	8,671			13.60	%	14,978
Non deductible expenses		1.12	%	(204	)		2.84	%	(2,508	)		3.64	%	(4,005	)
Tax exempt income		1.16	%	211			0.08	%	74			5.99	%	6,593
Utilization of previously unrecognised tax losses		21.86	%	3,984			0.02	%	14			0.02	%	24
Current year losses for which no deferred tax asset was recognized		15.18	%	(2,767	)		17.35	%	(15,334	)		29.37	%	(32,340	)
Change in unrecognised temporary differences		21.92	%	(3,995	)		4.90	%	(4,335	)		1.73	%	(1,908	)
Others		0.06	%	(11	)		0.00	%	2			0.05	%	(52	)

				(135	)				(155	)				(193	)

F-39

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

17)

PROPERTY, PLANT AND EQUIPMENT


Particulars	Land			Building			Computers			Furniture and Fixtures			Office Equipment			Motor Vehicles			Leasehold Improvements			Diesel Generator Sets		Capital Work in Progress		Total
Cost
Balance as at April 1, 2015		857			514			8,767			193			1,076			961			3,889			9		—		16,266
Additions		—			2			2,969			44			301			398			1,488			—		14		5,216
Disposals		—			—			(543	)		(21	)		(22	)		(201	)		(538	)		—		—		(1,325	)
Effect of movements in foreign exchange rates		(63	)		(38	)		(502	)		(6	)		(58	)		(58	)		(187	)		—		—		(912	)

Balance as at March 31, 2016		794			478			10,691			210			1,297			1,100			4,652			9		14		19,245

Balance as at April 1, 2016		794			478			10,691			210			1,297			1,100			4,652			9		14		19,245
Acquisitions through business combination		—			—			880			126			105			59			19			—		—		1,189
Additions		—			—			3,026			283			600			382			2,071			—		2,701		9,063
Disposals*		—			—			(1,381	)		(51	)		(232	)		(88	)		(3,809	)		—		—		(5,561	)
Effect of movements in foreign exchange rates		18			11			323			12			40			36			29			—		74		543

Balance as at March 31, 2017		812			489			13,539			580			1,810			1,489			2,962			9		2,789		24,479

Depreciation and impairment loss
Balance as at April 1, 2015		—			110			4,653			85			699			311			1,504			4		—		7,366
Depreciation for the year		—			40			1,672			29			194			220			568			1		—		2,724
Disposals		—			—			(463	)		(10	)		(11	)		(65	)		(168	)		—		—		(717	)
Effect of movements in foreign exchange rates		—			(8	)		(269	)		(2	)		(34	)		(20	)		(80	)		—		—		(413	)

Balance as at March 31, 2016		—			142			5,593			102			848			446			1,824			5		—		8,960

Balance as at April 1, 2016		—			142			5,593			102			848			446			1,824			5		—		8,960
Depreciation for the year		—			40			2,187			54			263			241			2,363			1		—		5,149
Disposals*		—			—			(1,365	)		(28	)		(224	)		(27	)		(3,483	)		—		—		(5,127	)
Effect of movements in foreign exchange rates		—			4			136			2			14			14			(7	)		—		—		163

Balance as at March 31, 2017		—			186			6,551			130			901			674			697			6		—		9,145

Carrying amounts
As at April 1, 2015		857			404			4,114			108			377			650			2,385			5		—		8,900

As at March 31, 2016		794			336			5,098			108			449			654			2,828			4		14		10,285

As at April 1, 2016		794			336			5,098			108			449			654			2,828			4		14		10,285

Balance as at March 31, 2017		812			303			6,988			450			909			815			2,265			3		2,789		15,334

*	includes assets reclassified to assets held for sale with cost of USD 3,733 and accumulated depreciation of USD 3,443.

F-40

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

18)

INTANGIBLE ASSETS AND GOODWILL


Particulars	Goodwill		Customer Relationship			Non- Compete			Brand / Trade Mark		Technology Related Development Cost			Software			Favourable Lease Contract Term		Capital work in progress			Total
Cost
Balance as at April 1, 2015		13,293		1,331			463			10,672		15,280			6,235			—		2,217			49,491
Acquisitions through business combination		—		—			—			—		—			—			—		1,220			1,220
Additions/Adjustment*		—		—			—			—		5,122			194			—		875			6,191
Effect of movements in foreign exchange rates		45		3			3			105		(353	)		(309	)		—		(102	)		(608	)

Balance as at March 31, 2016		13,338		1,334			466			10,777		20,049			6,120			—		4,210			56,294

Balance as at April 1, 2016		13,338		1,334			466			10,777		20,049			6,120			—		4,210			56,294
Acquisitions through business combination		950,204		2,200			—			134,500		16,500			411			249		—			1,104,064
Additions/Adjustment*		—		—			—			—		6,001			330			—		(89	)		6,242
Effect of movements in foreign exchange rates		42,893		95			(6	)		6,092		1,221			140			11		71			50,517

Balance as at March 31, 2017		1,006,435		3,629			460			151,369		43,771			7,001			260		4,192			1,217,117

Amortization and impairment
Balance as at April 1, 2015		—		505			134			2,999		6,897			2,956			—		—			13,491
Amortization for the year		—		61			190			1,303		3,468			1,010			—		—			6,032
Impairment for the year		—		—			—			—		684			—			—		1,483			2,167
Effect of movements in foreign exchange rates		—		1			3			28		(162	)		(159	)		—		7			(282	)

Balance as at March 31, 2016		—		567			327			4,330		10,887			3,807			—		1,490			21,408

Balance as at April 1, 2016		—		567			327			4,330		10,887			3,807			—		1,490			21,408
Amortization for the year		—		214			51			3,475		4,734			906			6		—			9,386
Impairment for the year		9,625		—			70			4,885		16			—			—		571			15,167
Effect of movements in foreign exchange rates		—		(1	)		(5	)		53		244			100			—		38			429

Balance as at March 31, 2017		9,625		780			443			12,743		15,881			4,813			6		2,099			46,390

Carrying amounts
As at April 1, 2015		13,293		826			329			7,673		8,383			3,279			—		2,217			36,000

As at March 31, 2016		13,338		767			139			6,447		9,162			2,313			—		2,720			34,886

As at April 1, 2016		13,338		767			139			6,447		9,162			2,313			—		2,720			34,886

Balance as at March 31, 2017		996,810		2,849			17			138,626		27,890			2,188			254		2,093			1,170,727

*	Represents addition of USD 5,912 (March 31, 2016: USD 5,949) to capital work in progress, adjusted for amounts capitalized out of capital work in progress amounting to USD 6,001 (March 31, 2016: USD 5,074)

F-41

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Impairment testing for CGUs containing goodwill

For the purpose of impairment testing, goodwill is allocated to a CGU representing the lowest level within the Group at which goodwill is monitored for internal management purposes, and which is not higher than the Group’s operating segment. Goodwill as at March 31, 2017 has been allocated as follows:


	As at March 31
Particulars	2016		2017
ibibo Group—Go ibibo		—		838,465
ibibo Group—redBus		—		154,718
Hotel Travel Group		9,625		—
Luxury Tours & Travel Pte Ltd		2,408		2,322
ITC Group		1,305		1,305

Total		13,338		996,810

The recoverable amount of the CGU was based on its value in use and was determined by discounting the future cash flows to be generated from the continuing use of the CGU. These calculations use cash flow projections over a period of five to seven years, based on next year financial budgets approved by management, with extrapolation for the remaining period, and an average of the range of assumptions as mentioned below. The key assumptions used for the calculations are as follows:


	As at March 31,
	2016		2017
Discount rate		19 - 20%		12 - 22%
Terminal value growth rate		3.5 - 4%		3.5 - 4%
Average EBITDA margin (5-7 years)		5 - 31%		(20.7) - 28.4%

The above discount rate is based on the Weighted Average Cost of Capital (WACC) of a comparable market participant, which is adjusted for specific risks. These estimates are likely to differ from future actual results of operations and cash flows.

Based on the above, no impairment was identified as of March 31, 2017 (except for Hotel Travel Group) as the recoverable value of the CGUs exceeded the carrying value. With regard to the assessment of value-in use for Luxury Tours and Travels Pte Ltd and ITC group, no reasonably possible change in any of the above key assumptions would cause the carrying amount of these units to exceed their recoverable amount. For ibibo Group - Go ibibo, the recoverable amount exceeds the carrying amount by approximately 8.41% as of March 31, 2017. An increase of 0.74% in discount rate and a decrease of EBIDTA as a percentage of revenue by 1.62% shall equate the recoverable amount with the carrying amount of the ibibo Group - Go ibibo. For ibibo Group - redBus, the recoverable amount exceeds the carrying amount by approximately 5.76% as of March 31, 2017. An increase of 0.42% in discount rate and a decrease of EBIDTA as a percentage of revenue by 1.08% shall equate the recoverable amount with the carrying amount of the ibibo Group – redBus.

In November, 2012, MMYT acquired 100% stake in the companies in the ‘Hotel Travel Group’ (HT Group). HT Group, with the brand ‘Hotel Travel’ and the website www.hoteltravel.com , a well-established travel company in South East Asia had its presence in Thailand, Singapore and Malaysia, where it had an operating history of over a decade. The Company recorded Goodwill of USD 9,625 in accordance with IFRS 3 “Business Combinations” which represented excess of the cost of acquisition over the Group’s share in the fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities on the date of acquisition.

F-42

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Pursuant to the acquisition of ibibo Group (refer note 7(a)), as part of its business strategy the Group envisaged that it wants to focus on capturing the Indian domestic market and international hotel market for travelers originating from India as it provides higher growth and improved margin prospects. Accordingly, as a result of the revamped strategy, in February 2017, the management of the Company decided to curtail its operation in HT Group as it no longer intends to render online hotels services to customers originating from HT Group’s operations.

The recoverable amount of this CGU was based on its value in use, determined by discounting the future cash flows to be generated from the continuing use of the CGU. The carrying amount of the CGU was determined to be higher than its recoverable amount, accordingly, an impairment loss of USD 14,580 was recognised. The impairment loss was fully allocated to goodwill, non-compete intangible assets and brands associated with HT Group’s operations.

19)

TAX ASSETS AND LIABILITIES

Unrecognized Deferred Tax Assets

Deferred tax assets have not been recognized in respect of the following items:


	As at March 31
Particulars	2016		2017
Deductible temporary differences		12,835		25,261
Minimum alternate tax		731		746
Tax loss carry forwards		21,740		119,481

Total		35,306		145,488

During the year ended March 31, 2015, 2016 and 2017, the Company did not recognize deferred tax assets on tax losses and other temporary differences because a trend of future profitability is not yet clearly discernible. Further, deferred tax assets have been recognised only to the extent of deferred tax liabilities. The above tax losses expire at various dates ranging from 2021 to 2036.

Recognized Deferred Tax Assets and Liabilities

Deferred tax assets and liabilities are attributable to the following:


	As at March 31
	Assets						Liabilities						Net
Particulars	2016			2017			2016			2017			2016			2017
Property, plant and equipment		—			—			(453	)		(75	)		(453	)		(75	)
Intangible assets		—			—			(1,469	)		(37,674	)		(1,469	)		(37,674	)
Tax loss carry forwards		1,719			37,590			—			—			1,719			37,590

Deferred tax assets/(liabilities)		1,719			37,590			(1,922	)		(37,749	)		(203	)		(159	)
Set off		(1,719	)		(37,590	)		1,719			37,590			—			—

Net deferred tax assets/(liabilities)		—			—			(203	)		(159	)		(203	)		(159	)

F-43

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Movement in Temporary Differences during the Year


Particulars	Balance as on April 1, 2015			Recognised in profit or loss			Recognised in other comprehensive income		Effects of movement in foreign exchange rates			Balance as on March 31, 2016			Acquired in business combination			Recognised in profit or loss			Recognised in other comprehensive income		Effects of movement in foreign exchange rates			Balance as on March 31, 2017
Property, plant and equipment		(337	)		(136	)		—		20			(453	)		—			374			—		4			(75	)
Intangible assets		(1,971	)		463			—		39			(1,469	)		(34,301	)		(943	)		—		(961	)		(37,674	)
Tax loss carry forwards		2,082			(304	)		—		(59	)		1,719			34,301			613			—		957			37,590

Total		(226	)		23			—		—			(203	)		—			44			—		—			(159	)

20)

TRADE AND OTHER RECEIVABLES


	As at March 31
Particulars	2016		2017
Trade and other receivables, net		24,515		29,003
Due from employees		192		109
Security deposits, net		3,555		7,575
Interest accrued on term deposits		906		597

Total		29,168		37,284

Non-current		946		2,176
Current		28,222		35,108

Total		29,168		37,284

The trade receivables primarily consist of receivable from airline, corporate and retail customers.

Security deposits include amounts paid in advance to suppliers of hotels and other services in order to guarantee the provision of those services.

The management does not consider there to be significant concentration of credit risk relating to trade and other receivables.

The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables is disclosed in note 5 and 35.

F-44

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

21)

CASH AND CASH EQUIVALENTS


	As at March 31
Particulars	2016		2017
Cash in hand		209		88
Funds in transit		16,237		22,348
Bank balances		36,963		59,262
Term deposits		25		20,006

Cash and cash equivalents		53,434		101,704

Bank overdrafts used for cash management purposes		7,161		—

Cash and cash equivalents in the statement of cash flows		46,273		101,704

Funds in transit represents the amount collected from customers through credit cards /Net Banking which is outstanding as at the year end and credited to Group’s bank accounts subsequent to the year end.

The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and financial liabilities is disclosed in note 5 and 35.

22)

TERM DEPOSITS


	As at March 31
Particulars	2016		2017
Term deposits		169,312		95,673

Total		169,312		95,673

Non-current		20,757		20,162
Current		148,555		75,511

Total		169,312		95,673

As of March 31, 2017, term deposits include USD 90 (March 31, 2016: USD 471) against which mainly letters of credit have been issued to various airlines.

As of March 31, 2017, term deposits include USD 1,200 (March 31, 2016: USD 9,584) pledged with banks against bank guarantees and bank overdraft facility.

23)

OTHER CURRENT ASSETS


	As at March 31
Particulars	2016		2017
Advance to vendors		44,385		46,029
Prepaid expenses		2,885		3,500
Prepaid lease rentals		96		268
Other assets		3,775		435

Total		51,141		50,232

F-45

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

The carrying amount of the convertible notes on initial recognition was adjusted to defer the difference between the fair value and the transaction price. This deferred difference is being subsequently recognized as a gain or loss over the period of maturity of the convertible notes. As of March 31, 2017, other assets include current portion of deferred difference of USD Nil (March 31, 2016: USD 1,239) (refer note 28).

24)

ASSETS HELD FOR SALE

Assets classified as held for sale includes:


Particulars	As at March 31
	2016		2017
Property, plant and equipment		—		302

Total		—		302

These assets mainly include leasehold improvements which were subsequently sold in April 2017.

The fair value of these assets has been categorized under Level 3 of the fair value hierarchy which has been determined based on the consideration agreed with the buyer.

25)

OTHER NON-CURRENT ASSETS


	As at March 31
Particulars	2016		2017
Prepaid lease rentals		656		2,833
Indirect tax paid		10,191		11,410
Prepaid expenses		53		315
Receivable from related party		—		15,100
Other assets		4,702		—

Total		15,602		29,658

Indirect tax paid represents service tax paid under protest. In the year ended March 31, 2016, an investigation was initiated by Directorate General of Central Excise Intelligence (DGCEI) for certain service tax matters in India. On September 1, 2016, the Delhi High Court has ordered for a refund of the entire amount deposited under protest within 4 weeks from the date of the order. However, DGCEI has filed an appeal against the order of the High Court before the Supreme Court of India with an application to stay the grant of refund. The stay on refund was granted and the proceedings in this matter are still under progress. The Company believes that it has a strong case in its favor based on its counsels’ opinions and no reserve is required to be set-up as at March 31, 2017.

As of March 31, 2017, receivable from related party represents entitlement received by the Company on future proceeds from sale of stake in an Indian entity, engaged in the business-to-business online travel industry, from the Parent of the ibibo Group pursuant to the acquisition of ibibo Group (refer note 7(a)). This entitlement has been classified as “Available-for-sale Financial Assets” as per IAS 39 “Financial Instruments: Recognition and measurement”. The Group’s exposure to risks and fair value measurement is disclosed in note 5 and 35.

As of March 31, 2017, other assets represents non-current portion of deferred difference of USD Nil; (March 31, 2016: USD 4,702) (refer note 23 and 28).

F-46

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

26)

CAPITAL AND RESERVES

A. Share Capital and Share Premium


	Ordinary Shares*							Class B Shares*
Particulars	Number			Share capital		Share premium		Number		Share capital		Share premium
Balance as at April 1, 2015		41,965,379			21		242,662		—		—		—
Reissue of own shares		274,135			—		1,645		—		—		—
Own shares acquired		(768,357	)		—		—		—		—		—
Shares issued during the year on exercise of share based awards		235,271			—		4,425		—		—		—

Balance as at March 31, 2016		41,706,428			21		248,732		—		—		—

Balance as at April 1, 2016		41,706,428			21		248,732		—		—		—
Own shares acquired		(144,131	)		—		—		—		—		—
Shares issued during the year on exercise of share based awards		873,834			1		18,275		—		—		—
Reissue of own shares on conversion of convertible notes		659,939			—		999		—		—		—
Issue of ordinary shares on conversion of convertible notes		9,197,089			5		148,101		—		—		—
Issued in business combination		413,035			—		12,493		38,971,539		19		1,178,773

Balance as at March 31, 2017		52,706,194			27		428,600		38,971,539		19		1,178,773

*	Par value of USD 0.0005 per share

i. Ordinary shares

On August 17, 2010, the Company completed the initial public offering of its ordinary shares on National Association of Securities Dealers Automated Quotation System (NASDAQ) at the initial offering price of USD 14 per share.

In January, 2016, the Company re-issued 274,135 of its own shares to discharge the balance deferred consideration of USD 5,598 for the acquisition of Hotel Travel Group.

During the fiscal year ended March 31, 2016, the Company purchased 768,357 of its own shares from the open market at the prevailing market price for USD 11,093, including directly attributable costs.

During the fiscal year March 31, 2017, the Company purchased 144,131 of its own shares from the open market at the prevailing market price for USD 2,050, including directly attributable costs.

In October, 2016, the Company re-issued 659,939 of its own shares and issued 9,197,089 new ordinary shares upon conversion of convertible notes (refer note 28).

F-47

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

In January 2017, the Company issued 38,971,539 Class B shares and 413,035 ordinary shares as part of the acquisition of ibibo Group (Refer note 7(a)).

The Company presently has ordinary shares and Class B Convertible Ordinary Shares (“Class B Shares”) which are classified as equity with par value of $0.0005 per share. The terms of issue generally provide that the Class B Shares issued to any shareholder will have the same powers and relative participation rights as ordinary shares of the Company and shall vote together with ordinary shares as a single class on all matters on which the Company shareholders are entitled to vote, except as required by applicable law. The Class B Shares will be convertible into an equal number of ordinary shares, which shall be fully paid, non-assessable and free of any preemptive rights, of the Company on demand at the election of the holder, and will be automatically converted into an equal number of ordinary shares upon the transfer of Class B Shares to another party. For all matters submitted to vote in a shareholders meeting of the Company, every holder of an ordinary share as reflected in the records of the Company on the date of the shareholders meeting shall have one vote in respect of each share held.

Mauritius law mandates that any dividends shall be declared out of the distributable profits, after having set off accumulated losses at the beginning of the accounting period and no distribution may be made unless the Group’s board of directors is satisfied that upon the distribution being made (1) the Company is able to pay its debts as they become due in the normal course of business and (2) the value of the Company’s assets is greater than the sum of (a) the value of its liabilities and (b) Company’s stated capital. Should the Company declare and pay any dividends on ordinary shares, such dividends will be paid in USD to each holder of ordinary shares in proportion to the number of shares held to the total ordinary shares outstanding as on that date.

In the event of liquidation of the Company, all preferential amounts, if any, shall be discharged by the Company. The remaining assets of the Company shall be distributed to the holders of equity shares in proportion to the number of shares held to the total equity shares outstanding as on that date.

B. Nature and purpose of reserves

i. Foreign currency translation reserve

The translation reserve comprises foreign currency differences arising from the translation of the financial statements of the Indian, Singapore, Malaysia, Hong Kong, the Netherlands, Thailand, U. A.E, Israel, Peru, Columbia, Bangladesh and China subsidiaries.

ii. Fair value reserve

The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the assets are derecognised or impaired.

iii. Share-based payment transactions reserve

Share-based payment transactions reserve comprise the value of equity-settled share based payment transactions provided to employees including key management personnel, as part of their remuneration.

iv. Reserve for own shares

The reserve for the Company’s treasury shares comprises the cost of the Company’s shares held by the Group.

F-48

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

27)

LOSS PER SHARE

The following is the reconciliation of the loss attributable to ordinary shareholders (including Class B shareholders) and weighted average number of ordinary shares (including Class B shares) used in the computation of basic and diluted loss per share for the year ended March 31, 2015, 2016 and 2017:


	For the Year Ended March 31
Particulars	2015			2016			2017
Loss attributable to ordinary shareholders (including Class B shareholders)		(18,252	)		(88,518	)		(110,168	)
Weighted average number of ordinary shares (including Class B shares) outstanding used in computing basic loss per share		41,808,897			41,714,518			52,607,986
Weighted average number of ordinary shares (including Class B shares) outstanding used in computing dilutive loss per share		41,808,897			41,714,518			52,607,986
Loss per share (USD)
Basic		(0.44	)		(2.12	)		(2.09	)
Diluted		(0.44	)		(2.12	)		(2.09	)

As at March 31, 2017, 3,319,322 (March, 2016: 2,547,777 and March 2015: 2,334,927) employees share based awards were excluded from the diluted weighted average number of ordinary shares calculation as their effect would have been anti-dilutive.

For the year ended March 31, 2017, 5,428,117 (March, 2016: 1,946,604 and March 2015: Nil) ordinary shares issuable on conversion of convertible notes, were excluded from the diluted weighted average number of ordinary shares calculation as their effect would have been anti-dilutive.

28)

LOANS AND BORROWINGS

This note provides information about the contractual terms of Group’s interest bearing loans and borrowings, which are measured at amortized cost/fair value. For more information about the Group’s exposure to interest rate, foreign currency and liquidity risk, see note 5 and 35.


	As at March 31
Particulars	2016		2017
Non-current liabilities
Secured bank loans		442		523
Convertible notes (including fair value of conversion option)		194,841		—

Non-current portion of loans and borrowings		195,283		523


	As at March 31
Particulars	2016		2017
Current liabilities
Current portion of secured bank loans		152		226
Convertible notes (including fair value of conversion option)		1,858		—
Current portion of finance lease liabilities		7		—

Current portion of loans and borrowings		2,017		226

F-49

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Convertible Notes

In January 2016, the Company issued 4.25% convertible notes of USD 180,000 in two tranches to Ctrip.com International, Ltd. (‘Ctrip’), which are redeemable after 5 years at par value. The Company incurred USD 2,730 as transaction costs during the year ended March 31, 2016 on issuance of the convertible notes. The convertible notes can also be converted into ordinary shares of the Company at any time till the maturity of the convertible notes at the option of the holder at the conversion price of USD 21.45 per share. Interest on the convertible notes is payable on semi-annually basis.

Under the terms of issue, the holder has a right to redeem these convertible notes in whole or in part before the maturity on occurrence of certain events, including but not limited to a change in control, or liquidation of the company. Further, the convertible notes have few adjustment clauses which along with preserving the relative economic interests of the holder also protect the holder from decline in the market value of the Company’s securities. The price protection clause may result in the entity issuing variable number of shares on conversion hence, represents a liability. The conversion option is presented together with the related liability as a derivative, and has been accounted for at fair value.

The liability component is initially recognized at fair value less any directly attributable transaction costs. On initial recognition, the fair value of convertible notes is different from its transaction price, but this fair value measurement is not evidenced by a valuation technique that uses only data from observable markets, accordingly, the carrying amount of the convertible notes on initial recognition is adjusted to defer the difference between the fair value measurement and the transaction price. This deferred difference is subsequently recognized as a gain or loss over the period of maturity of the convertible notes.

Subsequent to initial recognition, the liability component of the convertible notes is being measured at amortized cost using the effective interest method. The conversion option is being subsequently measured at fair value at each reporting date with changes in fair value recognized in profit or loss.

Fair value of liability component and derivative as at inception:


Particulars
Fair value of liability component at inception	133,321
Fair value of derivative at inception	52,912
Proceeds from issue of convertible notes	(180,000	)

Deferred difference	6,233

During the year ended March 31, 2017, the Company has recognized an expense of USD 5,941 (March 31, 2016: USD 292) on account of amortization of the deferred difference explained above.

The carrying amount of the deferred difference as at March 31, 2017 is USD Nil (March 31, 2016: USD 5,941) and is disclosed under other current and non-current assets (Refer note 23 and 25).

The carrying amount of the liability component is summarized below:


Particulars	As at March 31, 2016
Fair value of liability component at inception		133,321
Transactions costs		(1,954	)
Accretion of interest		3,403

Carrying amount of liability as at March 31, 2016		134,770

F-50

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

The carrying amount of derivative is summarized below:


Particulars	As at March 31, 2016
Fair value of derivative at inception		52,912
Net loss on change in fair value of derivative		9,017

Carrying amount of derivative as at March 31, 2016		61,929

On October 18, 2016, the Company announced an agreement to acquire 100% equity stake in ibibo Group, a leading online travel company in India, from Parent (refer note 7 (a)). Further, Ctrip delivered a notice of adjustment of conversion rate to the Company on October 18, 2016 and pursuant to this, the Company issued 9,857,028 ordinary shares (including 1,465,420 additional shares) to Ctrip in accordance with the terms of the convertible notes agreement.

The carrying amount of the liability component is summarized below:


Particulars	As at March 31, 2017
Carrying amount of liability at the beginning of the year		134,770
Accretion of interest		8,210
Payment of interest		(3,749	)
Conversion of notes during the year		139,231

Carrying amount of liability as at March 31, 2017		Nil

The carrying amount of derivative is summarized below:


Particulars	As at March 31, 2017
Carrying amount of derivative at the beginning of the year		61,929
Net gain on change in fair value of derivative		(42,427	)
Conversion of notes during the year		19,502

Carrying amount of derivative as at March 31, 2017		Nil

Terms and debt repayment schedule of bank loans and finance lease liabilities:

Terms and conditions of outstanding loans were as follows:


				As at March 31, 2016				As at March 31, 2017
Particulars	Currency	Interest rate	Year of maturity	Original value		Carrying amount		Original value		Carrying amount
Secured bank loans	INR	9% - 13%	2015 - 2022		760		594		1,080		749
Finance lease liabilities	THB	4.35% - 7.60%	2015 - 2016		50		7		51		—

The bank loans are secured over motor vehicles with a carrying amount of USD 689 as at March 31, 2017 (March 31, 2016: USD 555).

F-51

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

The finance lease liabilities are secured over motor vehicles with a carrying amount of USD Nil as at March 31, 2017 (March 31, 2016: USD 7).

Finance Lease Liabilities

Finance lease liabilities are as follows:


	As at March 31, 2016						As at March 31, 2017
Particulars	Future minimum lease payments		Interest		Present value of minimum lease payments		Future minimum lease payments		Interest		Present value of minimum lease payments
Less than one year		8		1		7		—		—		—
Between one and five years		—		—		—		—		—		—
More than five years		—		—		—		—		—		—

Total		8		1		7		—		—		—

The Group has taken certain vehicles on lease which have an option for the Group to purchase the vehicles as per terms of the lease agreements.

Credit Facility

The group has fund based limits with various banks amounting to USD 5,401 as at March 31, 2017 (March 31, 2016: USD 12,844). The group has drawn down from its outstanding limit amounting to USD Nil as at March 31, 2017 (March 31, 2016: USD 7,161) (refer note 21).

29)

OTHER CURRENT LIABILITIES


	As at March 31
Particulars	2016		2017
Statutory liabilities		2,070		4,037
Deferred rent liabilities		49		13
Other liabilities		398		4

Total		2,517		4,054

30)

OTHER NON-CURRENT LIABILITIES


	As at March 31
Particulars	2016		2017
Deferred rent liabilities		770		1,027

Total		770		1,027

F-52

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

31)

DEFERRED REVENUE


	As at March 31
Particulars	2016		2017
Global Distribution System providers		1,439		1,809
Loyalty programme		1,604		1,032
Others		449		469

Total		3,492		3,310

Non-current		1,407		265
Current		2,085		3,045

Total		3,492		3,310

The Group requires the services of a Global Distribution System (“GDS”) provider for facilitating the booking of airline tickets on its website or other distribution channels. There are various GDS companies like Abacus, Amadeus, Galileo etc. These companies usually pay upfront fee to travel agents for using their system as they get paid by airlines on the basis of airline tickets booked through their GDS, which is recognized as revenue on the proportion of actual airline tickets sold over the total estimated airline tickets to be sold or is recognized on a straight line basis in case of upfront fee to promote hotel and packages, over the term of the agreement and the balance amount is recognized as deferred revenue.

The Company provides various loyalty programs under which participating customers earn loyalty points on current transactions that can be redeemed for future qualifying transactions. Revenue is allocated between the loyalty programme and the other components of the sale. The amount allocated to the loyalty programme is deferred, and is recognized as revenue when the Group fulfills its obligations to supply the discounted products/services under the terms of the programme or when it is no longer probable that the points under the programme will be redeemed.

Further, when loyalty programmes are used as part of the Group’s customer inducement/ acquisition programs, the related cost for providing discounted products/services is recognized as marketing and sales promotion expense, accordingly, the amounts allocated to such loyalty programme are classified as marketing and sales promotion expense payable included under accrued expenses in note 34.

32)

EMPLOYEE BENEFITS


	As at March 31
Particulars	2016		2017
Net defined benefit asset		—		229

Total employee benefit asset		—		229

Net defined benefit liability		1,085		1,594
Other long term employee benefit (liability for compensated absences)		556		1,352

Total employee benefit laibilities		1,641		2,946

F-53

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Defined Benefit Plan

The Group’s gratuity scheme for the employees of its Indian subsidiaries (MakeMyTrip (India) Private Limited and Ibibo Group Private Limited) is a defined benefit plan. The plan in Ibibo Group Private Limited (‘GI India’) is funded and plan in MakeMyTrip (India) Private Limited (‘MMT India’) is unfunded. Gratuity is paid as a lump sum amount to employees at retirement or termination of employment at an amount based on the respective employee’s eligible salaries and the years of employment with the Group.

A.	*Movement in the net defined benefit (asset) liability*

The following table shows a reconciliation from the opening balances to the closing balances for the net defined (asset) liability and its components.


Particulars	Defined benefit obligation						Fair value of plan assets					Net defined benfit (asset) liability
	2016			2017			2016		2017			2016			2017
Balance as at April 1		864			1,085			—		—			864			1,085
Acquired through business combination		—			583			—		(806	)		—			(223	)

Included in profit or loss
Current service costs		194			284			—		—			194			284
Interest cost (income)		59			85			—		(6	)		59			79

		253			369			—		(6	)		253			363

Included in other comprehensive income
Remeasurement loss (gain) :
—Actuarial loss (gain) arising from :
—demographic assumptions		—			(12	)		—		—			—			(12	)
—financial assumptions		9			16			—		—			9			16
—experiencee adjustment		140			284			—		—			140			284
—Return on plan assets excluding interest income		—			—			—		(22	)		—			(22	)

		149			288			—		(22	)		149			266


Effects of movement in exchange rates		(50	)		68			—		(38	)		(50	)		30

Other
Benefits paid		(131	)		(157	)		—		1			(131	)		(156	)
Balance as at March 31		1,085			2,236			—		(871	)		1,085			1,365

Represented by:												2016			2017
Net defined benefit laibility (MMT India)													1,085			1,594
Net defined benefit asset (GI India)													—			(229	)

B.	*Plan assets*

Plan assets comprise the following:


Particulars	As at March 31, 2017
Funds managed by the insurer		100	%

F-54

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

C.	*Actuarial Assumptions*

Principal actuarial assumptions are given below:


	As at March 31
	2016			2017
Discount rate (per annum)		7.60	%		6.70	%
Future salary increases (per annum)		11.00	%		10.00% - 11.00	%
Retirement age (years)		58			58-60
Withdrawal rates		25.00	%		25.00	%

Assumptions regarding future mortality rates are based on Indian Assured Lives Mortality (2006-08) (modified) Ultimate as published by Insurance Regulatory and Development Authority (IRDA).

The actuarial valuation is carried out half yearly by an independent actuary. The discount rate used for determining the present value of obligation under the defined benefit plan is determined by reference to market yields at the end of the reporting period on Indian Government Bonds. The currency and the term of the government bonds is consistent with the currency and term of the defined benefit obligation.

The salary growth rate takes into account inflation, seniority, promotion and other relevant factors on long-term basis.

D.	*Sensitivity analysis*

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:


Particulars	For the year ended March 31, 2016						For the year ended March 31, 2017
	Increase			Decrease			Increase			Decrease
Discount rate (1% movement)		(41	)		45			(88	)		95
Future salary growth (1% movement)		37			(36	)		80			(77	)
Withdrawal rate (10% movement)		(102	)		153			(200	)		302

33)

SHARE BASED PAYMENT

Description of the Share-Based Payment Arrangements

Share Option Programme (Equity-Settled)

a)	*MakeMyTrip.com Equity Option Plan*

In 2000, the Group approved a share option programme in Mauritius, named the MakeMyTrip.com Equity Option Plan (“MMT ESOP Plan”). In June 2009, this plan was expanded in order to issue share options to employees of subsidiaries and directors of the Group. The Group replaced certain share options to acquire shares in its Indian subsidiary held by employees at its subsidiaries with options granted under the MMT ESOP Plan. Total options granted under this plan were 2,703,810 during the year ended March 31, 2010. No options were granted during the year ended March 31, 2015, 2016 and 2017.

F-55

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

The number and weighted average exercise price of share options under MMT ESOP plan are as follows:


	Weighted Average Exercise Price per share (USD)		Number of Options			Weighted Average Exercise Price per share (USD)		Number of Options			Weighted Average Exercise Price per share (USD)		Number of Options
	For the Year Ended March 31
Particulars	2015		2015			2016		2016			2017		2017
Outstanding at beginning of the year		1.49		478,918			1.47		382,439			1.45		379,939
Forfeited and expired during the year		—		—			—		—			—		—
Granted during the year		—		—			—		—			—		—
Exercised during the year		1.57		(96,479	)		5.39		(2,500	)		3.64		(46,818	)
Outstanding at the end of the year		1.47		382,439			1.45		379,939			1.14		333,121
Exercisable at the end of the year		1.47		382,439			1.45		379,939			1.14		333,121

The options outstanding at March 31, 2017 have an exercise price per share in the range of USD 0.4875 to USD 1.9765 (March 31, 2016: USD 0.4875 to USD 5.057 and March 31, 2015: USD 0.4875 to USD 5.3940) and a weighted average contractual life of 3 months (March 31, 2016: 1 year and 3 months and March 31, 2015: 2 years and 3 months).

During the year ended March 31, 2017, share based payment expense for these options recognized under personnel expenses (refer note 12) amounted to Nil (March 31, 2016: Nil and March 31, 2015: Nil).

b)	*Share Incentive Plan*

In 2010, the Group approved a share incentive plan in Mauritius, named the MakeMyTrip 2010 Share Incentive Plan (“Share Incentive Plan”). During the year ended March 31, 2015, 2016 and 2017, the Group granted restricted share units, or RSUs, under the plan to eligible employees. Each RSU represents the right to receive one common share.

Terms and Conditions of the Share Incentive Plan

The terms and conditions relating to the grants under Share Incentive Plan are given below:

Grant date/Employees entitled

Number of
instruments

Vesting
conditions

Contractual
life of RSUs

RSUs granted during the year ended March 31, 2015

845,507

Refer notes

4 – 8 years

RSUs granted during the year ended March 31, 2016

947,516

Refer notes

4 – 8 years

RSUs granted during the year ended March 31, 2017

4,481,294

Refer notes

4 – 10 years

Note:

1. Of the RSU granted during the year ended March 31, 2017:

•

Nil (March 31, 2016: Nil and March 31, 2015: 438,801) RSUs have 33.33% graded vesting each year over a 3 year period.

•

3,348,389 (March 31, 2016: 936,658 and March 31, 2015: 404,721) RSUs have graded vesting over 4 years: 10% on the expiry of 12 months from the grant date, 20% on the expiry of 24 months from the grant date, 30% on the expiry of 36 months from the grant date, 40% on the expiry of 48 months from the grant date.

F-56

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

•

3,000 (March 31, 2016: 2,458 and March 31, 2015: 1,985) RSUs were fully vested on the grant date.

•

These RSUs can be exercised within a period of 48 months from the date of vesting.

2. 8,400 RSUs granted in the year ended March 31, 2016 have graded vesting over 2 years: 3,600 on the expiry of 12 months from the grant date, 4,800 on the expiry of 24 months from the grant date and exercisable within a period of 6 months from the date of vesting.

3. In connection with the acquisition of ibibo Group, the Group exchanged share-based payment awards held by the employees of the ibibo Group for 1,129,905 RSUs. (Refer note 7(a)). These RSUs can be exercised with in a period of 10 years from the grant date i.e. January 31, 2017.

The number and weighted average exercise price of RSUs under the share incentive plan are as follows:


	Weighted Average Exercise Price per share (USD)		Number of Awards			Weighted Average Exercise Price per share (USD)		Number of Awards			Weighted Average Exercise Price per share (USD)		Number of Awards
	For the Year Ended March 31
Particulars	2015		2015			2016		2016			2017		2017
Outstanding at beginning of the year		0.0005		1,872,930			0.0005		2,330,743			0.0005		2,867,713
Granted during the year		0.0005		845,507			0.0005		947,516			0.0005		4,481,294
Forfeited and expired during the year		0.0005		(175,551	)		0.0005		(177,775	)		0.0005		(154,805	)
Exercised during the year		0.0005		(212,143	)		0.0005		(232,771	)		0.0005		(827,016	)
Outstanding at the end of the year		0.0005		2,330,743			0.0005		2,867,713			0.0005		6,367,186
Exercisable at the end of the year		0.0005		734,716			0.0005		1,138,321			0.0005		1,325,558

The RSUs outstanding at March 31, 2017 have an exercise price per share of USD 0.0005 (March 31, 2016: USD 0.0005 and March 31, 2015: USD 0.0005) and a weighted average contractual life of 6.2 years (March 31, 2016: 4.5 years and March 31, 2015: 4.7 years).

During the year ended March 31, 2017, share based payment expense recognized under personnel expenses (refer note 12) amounted to USD 26,620 (March 31, 2016: USD 13,685 and March 31, 2015: USD 12,308) for the RSUs granted under the share incentive plan.

c)	*Bona Vita Employees Stock Option Plan 2016*

In 2016, one of the Group’s subsidiary approved a share incentive plan in India, named the Bona Vita Employees Stock Option Plan 2016 (“Bona Vita ESOP Plan”). During the year ended March 31, 2017, the subsidiary granted 25,032 employees stock options, or ESOPs, under the plan to eligible employees. Each ESOP represents the right to receive one common share of the subsidiary.

ESOPs have graded vesting over 4 years from the grant date with first vesting date after one year from the grant date. The contractual life of the ESOPs granted under this plan is 10 years from the vesting date. The ESOPs outstanding at March 31, 2017 have an exercise price per share of USD 0.0154 and a weighted average contractual life of 11.1 years.

During the year ended March 31, 2017, share based payment expense recognized under personnel expenses (refer note 12) amounted to USD 175 for the ESOPs granted under the Bona Vita ESOP plan.

F-57

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

The number and weighted average exercise price of Employee stock options under the Bona Vita ESOP Plan are as follows:


	Weighted Average Exercise Price per share (USD)		Number of Awards
	For the Year Ended March 31
Particulars	2017		2017
Outstanding at beginning of the year		—		—
Granted during the year		0.0154		25,032
Forfeited and expired during the year		0.0154		(3,321	)
Exercised during the year		0.0154		—
Outstanding at the end of the year		0.0154		21,711
Exercisable at the end of the year		—		—

Inputs for Measurement of Grant Date Fair Values of Bona Vita ESOP Plan


	For the Year Ended March 31
Fair value of RSU and assumptions	2017
Share price (USD)		14.68
Exercise price (USD)		0.0154
Expected volatility		41.67% – 43.56	%
Expected term		10 years
Expected dividends		—
Risk-free interest rate		7.55% –7.72	%

34)

TRADE AND OTHER PAYABLES


	As at March 31
Particulars	2016		2017
Other trade payables		33,164		38,539
Accrued expenses		29,350		47,591
Advance from customers		47,782		40,583
Advance from vendor		—		364

Total		110,296		127,077

The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 5 and 35.

F-58

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

35)

FINANCIAL INSTRUMENTS

Credit Risk

Exposure to Credit Risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:


	As at March 31
Particulars	2016		2017
Trade and other receivables		29,168		37,284
Other assets		2,536		15,535
Term deposits		169,312		95,673
Cash and cash equivalents (except cash in hand)		53,225		101,616

Total		254,241		250,108

The maximum exposure to credit risk for trade and other receivables at the reporting date by geographic region was:


	As at March 31
Particulars	2016		2017
India		19,281		27,692
Thailand		3,190		3,994
Malaysia		3,029		803
Singapore		1,730		2,001
Netherlands		1,016		65
Others		922		2,729

Total		29,168		37,284

The maximum exposure to credit risk for trade and other receivables and term deposits at the reporting date by type of counterparty was:


	As at March 31
Particulars	2016		2017
Airlines		9,788		13,556
Retail customers		8,918		7,047
Corporate customers		5,324		6,983
Deposit with hotels and others		3,555		7,576
Term deposits with bank		169,312		95,673
Others		1,583		2,122

Total		198,480		132,957

F-59

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Impairment Losses

The age of trade and other receivables and term deposits at the reporting date was:


	As at March 31
	2016				2017
Particulars	Gross		Impairment		Gross		Impairment
Not past due		189,472		—		124,596		—
Past due 0-30 days		3,979		—		4,287		—
Past due 30-120 days		3,016		—		2,919		—
More than 120 days		3,528		1,515		3,699		2,544

Total		199,995		1,515		135,501		2,544

The movement in the allowance for impairment loss in respect of trade and other receivables during the year was as follows:


	For the year ended March 31
Particulars	2016			2017
Balance at the beginning of the year		1,005			1,515
Acquisition through business combination		—			182
Provision for impairment loss		984			973
Amounts written off against the allowance		(446	)		(145	)
Effects of movement in exchange rate		(28	)		19
Balance at the end of the year		1,515			2,544

Allowance for doubtful debts mainly represents amounts due from airlines, and retail customers. Based on historical experience, the Group believes that no impairment allowance is necessary, apart from above, in respect of trade receivables.

Other assets mainly includes receivable from related party of USD 15,100 (March 31, 2016: USD Nil) (refer note 25). The Group does not expect the related party to fail in meeting its obligations. The maximum exposure to credit risk is represented by the carrying amount of this financial asset.

F-60

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Liquidity risk

The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:

As at March 31, 2016


Non-derivative financial liabilities	Carrying amount		Contractual cash flows*			6 months or less			6-12 months			1-2 years			2-5 years			More than 5 years
Convertible notes **		134,770		(218,250	)		(3,825	)		(3,825	)		(7,650	)		(202,950	)		—
Finance lease liabilities		7		(8	)		(6	)		(2	)		—			—			—
Secured bank loans		594		(724	)		(102	)		(102	)		(181	)		(321	)		(18	)
Trade and other payables		62,514		(62,514	)		(62,514	)		—			—			—			—
Other liabilities		2,468		(2,468	)		(2,468	)		—			—			—			—
Bank overdraft		7,161		(7,161	)		(7,161	)		—			—			—			—

Total		207,514		(291,125	)		(76,076	)		(3,929	)		(7,831	)		(203,271	)		(18	)


Notes:	*	Represents undiscounted cash flows of interest and principal
	**	Convertible notes can also be converted into ordinary shares of the Company at any time till the maturity of the convertible notes at the option of the holder. (refer note 28)


Derivative financial liabilities	Carrying amount		Contractual cash flows***		6 months or less		6-12 months		1-2 years		2-5 years		More than 5 years
Separable embedded derivative***		61,929		—		—		—		—		—		—

Total		61,929		—		—		—		—		—		—

Notes: ***

Convertible notes can also be converted into ordinary shares of the Company at any time till the maturity of the convertible notes at the option of the holder. (refer note 28)

As at March 31, 2017


Non-derivative financial liabilities	Carrying amount		Contractual cash flows*			6 months or less			6-12 months			1-2 years			2-5 years			More than 5 years
Secured bank loans		749		(890	)		(146	)		(142	)		(262	)		(337	)		(3	)
Trade and other payables		86,130		(86,130	)		(86,130	)		—			—			—			—
Other liabilities		4,041		(4,041	)		(4,041	)		—						—			—

Total		90,920		(91,061	)		(90,321	)		(142	)		(262	)		(333	)		(3	)

Notes:

* Represents undiscounted cash flows of interest and principal

Currency Risk

Exposure to Currency Risk

The Group is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchase of services and borrowings are denominated and the respective functional currencies of Group companies. The functional currencies of Group companies are primarily the INR and USD. The currencies in which these transactions are primarily denominated are INR, US dollars, and Euro.

F-61

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

The Group’s exposure to foreign currency risk was based on the following amounts as at the reporting dates (in equivalent USD):

Between USD and INR


	As at March 31
Particulars	2016			2017
Trade and other receivables		9,180			7,806
Trade and other payables		(44,325	)		(65,427	)
Cash and cash equivalents		662			83

Net exposure		(34,483	)		(57,538	)

Between EUR and USD


	As at March 31
Particulars	2016			2017
Trade and other receivables		938			416
Trade and other payables		(2,489	)		(737	)
Cash and cash equivalents		705			16

Net exposure		(846	)		(305	)

Between USD and EUR


	As at March 31
Particulars	2016			2017
Trade and other receivables		90			—
Trade and other payables		(4,659	)		—
Cash and cash equivalents		204			—

Net exposure		(4,365	)		—

F-62

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

The following significant exchange rates applied during the year:


	Average exchange rate per unit				Reporting date rate per unit
USD	2015-16		2016-17		March 31, 2016		March 31, 2017
INR 1		0.0153		0.0149		0.0151		0.0154
EUR 1		1.1043		1.0975		1.1356		1.0682

Sensitivity Analysis

Any change in the exchange rate of USD against currencies other than INR and EUR is not expected to have significant impact on the Group’s profit or loss. Accordingly, a 10% appreciation of the USD as indicated below, against the INR and EUR would have increased loss by the amounts shown below and a 10% appreciation of the EUR as indicated below, against the USD would have increased loss for the current year by the amounts shown below. This analysis is based on foreign currency exchange rate variances that the Group considered to be reasonably possible at the end of the reporting period. The analysis assumes that all other variables remain constant.


	For the Year Ended March 31
Particulars	2016			2017
10% strengthening of USD against INR		(3,284	)		(5,480	)
10% strengthening of EUR against USD		(81	)		(29	)
10% strengthening of USD against EUR		(416	)		—

A 10% depreciation of the USD against INR and EUR, and 10% depreciation of EUR against USD would have had the equal but opposite effect on the above currency to the amounts shown above, on the basis that all other variables remain constant.

Interest Rate Risk

Profile

At the reporting date the interest rate profile of the Group’s interest-bearing financial instruments was as follows:


	As at March 31
Particulars	2016			2017
Fixed rate instruments
Financial assets
Term deposits		169,312			95,673
Term deposits included in cash and cash equivalents*		25			20,006
Financial liabilities
Convertible notes		(134,770	)		—
Finance lease liabilities		(7	)		—
Secured bank loans		(594	)		(749	)

		33,966			114,930

Variable rate instruments
Financial liabilities
Bank overdraft		(7,161	)		—

		(7,161	)		—

*	Total cash and cash equivalents: USD 53,434 as at March 31, 2016 and USD 101,704 as at March 31, 2017

F-63

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Fair Value Sensitivity Analysis for Fixed Rate Instruments

The Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable rate instruments

An increase of 100 basis points in interest rates at the reporting date would have increased loss as at March 31, 2016 by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.


	Profit or Loss
	(in USD)
March 31, 2016		(72	)

A decrease of 100 basis points in the interest rates at the reporting date would have had equal but opposite effect on the amounts shown above, on the basis that all other variables remain constant.

F-64

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Fair Values

Fair Values Versus Carrying Amounts

The fair values of financial assets and liabilities, together with the carrying amounts shown in the statement of financial position, are as follows:


	As at March 31, 2016				As at March 31, 2017
Particulars	Carrying amount		Fair value		Carrying amount		Fair value
Assets carried at fair value (Available for sale)
Other investments		6,690		6,690		5,791		5,791
Receivable from Related Party		—		—		15,100		15,100

		6,690		6,690		20,891		20,891

Assets carried at amortised cost
(Loans and receivables)
Trade and other receivables		29,168		29,168		37,284		37,284
Term deposits		169,312		169,312		95,673		95,673
Cash and cash equivalents		53,434		53,434		101,704		101,704
Other assets		2,536		2,536		435		435

		254,450		254,450		235,096		235,096

Liabilities carried at fair value
Separable embedded derivative		61,929		61,929		—		—

		61,929		61,929		—		—

Liabilities carried at amortized cost
(Other financial laibilities)
Finanace lease liabilities		7		7		—		—
Secured bank loans		594		594		749		749
Bank overdraft		7,161		7,161		—		—
Convertible notes		134,770		134,770		—		—
Financial liabilities		398		398		—		—
Trade and other payables		62,514		62,514		86,130		86,130
Other liabilities		2,070		2,070		4,041		4,041

		207,514		207,514		90,920		90,920

The fair value measurements of financial assets and laibilities reported above have been categorized as Level 3 fair values based on the inputs to the valuation techniques used.

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

•

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

•

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

•

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

F-65

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)


	As at March 31, 2017
Particulars	Level 1		Level 2		Level 3		Total
Other investments		—		—		5,791		5,791
Recievable from Related Party		—		—		15,100		15,100

Total Assets		—		—		20,891		20,891


	As at March 31, 2016
Particulars	Level 1		Level 2		Level 3		Total
Other investments		—		—		6,690		6,690

Total Assets		—		—		6,690		6,690

Separable embedded derivative		—		—		61,929		61,929

Total Liabilities		—		—		61,929		61,929

The following table shows a reconciliation from the beginning balances to the ending balances for fair value measurements in Level 3 of the fair value hierarchy:


	As at March 31, 2017
Particulars	Other investments			Separable embedded derivative			Receivable from Related Party
Opening balances		6,690			61,929			—
Acquired through business combination		—			—			15,010
Total gains and losses recognized in:
—(profit) or loss		—			(42,427	)		—
—other comprehensive income		(899	)		—			90
Conversion of notes into ordinary shares		—			(19,502	)		—
during the period (refer note 28)

Closing balances		5,791			—			15,100


	As at March 31, 2016
Particulars	Other investments		Separable embedded derivative
Opening balances		5,938		—
Arising from issuance of convertible notes		—		52,912
Total gains and losses recognized in:
—profit or loss		—		9,017
—other comprehensive income		752		—

Closing balances		6,690		61,929

The basis for determining fair values is disclosed in note 4.

There were no transfers between Level 1, Level 2 and Level 3 during the year.

F-66

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Valuation Techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring Level 3 fair values at March 31, 2017 and 2016, as well as the significant unobservable inputs used.

Financial Instruments measured at fair value:


Type	Valuation technique	Significant unobservable inputs	Inter- relationship between significant unobservable inputs and fair value measurement
Other investments	Discounted cash flows: The valuation model considers the present value of expected free cash flow, discounted using a risk adjusted discount rate.	Forecast annual revenue growth rate : 22% - 183% (March 31, 2016: 23% - 222%) Forecast EBITDA margin: (18%) - 39% (March 31, 2016: (13%) - 43%) Risk adjusted discount rate: 19.0% (March 31, 2016: 20.0%)	The estimated fair value would increase (decrease) if : • the annual revenue growth rate were higher (lower) • the EBITDA margin were higher (lower) • the risk adjusted discount rate were lower (higher)
Separable embedded derivative	Black-Scholes model: The valuation model considers the share price on measurement date, expected term of the instrument, risk free rate (based on government bonds), expected volatility (based on weighted average historic volatility) and expected dividend rate.	Expected term : March 31, 2016 5 years Risk free rate: March 31, 2016 1.21%	The estimated fair value would increase (decrease) if : • the expected term were higher (lower) • the risk free rate were higher (lower)

Receivable from related party	Binomial Lattice Model and Discounted Cash Flow method: The valuation model considers the discount rate, expected term, volatilty, and equity value.	Risk free rate: March 31, 2017 1.9% Volatility : March 31, 2017 41.40% Equity value: March 31, 2017 USD 71,500	The estimated fair value would increase (decrease) if : • the volatility were lower (higher) • the equity value were higher (lower)

Financial Instruments not measured at fair value:


Type	Valuation technique	Significant unobservable inputs
Other financial assets and liabilities*	Discounted cash flows	Not applicable

Notes: *

other financial liabilities include secured bank loans, finance lease liabilities, convertible notes-liability component, bank overdraft, financial liabilities, trade and other payables and other liabilities. Other financial assets include trade and other receivables, term deposits, cash and cash equivalents and other assets.

F-67

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Sensitivity Analysis

Other investments

For the fair values of other investments, reasonably possible changes of 100 basis points at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects:


	For the year ended March 31, 2017
	Other Comprehensive Income
	Increase			Decrease
Annual revenue growth rate		195			(191	)
EBITDA Margin		80			(80	)
Risk adjusted discount rate		(370	)		426


	For the year ended March 31, 2016
	Other Comprehensive Income
	Increase			Decrease
Annual revenue growth rate		222			(218	)
EBITDA Margin		97			(97	)
Risk adjusted discount rate		(477	)		543

Separable embedded derivative

For the fair values of separable embedded derivative, reasonably possible changes of 10 basis points at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects:


	For the year ended March 31, 2016
	Profit or loss
	Increase		Decrease
Risk free rate		201		(201	)

Expected term is also a significant unobservable input in valuing the separable embedded derivative. The Company has considered expected term of 5 years for the valuation of the separable embedded derivative. A decrease of 1 year in the expected term at the reporting date would have decreased loss by USD 7,581 as at March 31, 2016, holding other inputs constant. However, the expected term cannot be increased beyond 5 years as the maturity period of the convertible notes is 5 years. (Refer note 28).

Receivable from Related Party

For the fair values of receivables from Related Party, reasonably possible changes of 500 basis points at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects:


	For the year ended March 31, 2017
	Other Comprehensive Income
	Increase			Decrease
Volatility		(200	)		200
Equity value		400			(400	)

F-68

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Expected risk free rate is also a significant unobservable input in valuing the receivable from related party. The Company has considered reasonably possible changes of 50 basis points at the reporting date in risk free rate for the valuation of the receivable from related party however, it has no impact on the fair value of receivable from related party.

36)

OPERATING LEASES

Leases as lessee

Non-cancellable operating lease rentals are payable as follows:


	As at March 31
Particulars	2016		2017
Less than one year		1,901		4,825
Between one and five years		6,094		16,766
More than five years		1,926		23,251

Total		9,921		44,842

The Group leases a number of offices under operating leases. The lease period ranges for a period of three to twelve years. Lease payments are increased after a specified period under such arrangements.

During the year ended March 31, 2017, USD 3,831 was recognized as rent expense under other operating expenses in profit or loss in respect of operating leases (March 31, 2016: USD 2,949, March 31, 2015: USD 2,816).

37)

CAPITAL COMMITMENTS

Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) aggregate USD 1,848 as at March 31, 2017 (March 31, 2016: USD 149).

38)

RELATED PARTIES

For the purpose of the consolidated financial statements, parties are considered to be related to the Group, if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

F-69

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Related parties and nature of related party relationships:


Nature of relationship		Name of related parties
Key management personnel		Deep Kalra
Key management personnel		Rajesh Magow
Key management personnel		Ashish Kashyap (from January 31, 2017)
Key management personnel		Keyur Joshi (till April 30, 2015)
Key management personnel		Mohit Kabra
Key management personnel		Mohit Gupta
Key management personnel		Amit Somani (till May 9, 2014)
Key management personnel		Sanket Atal (till August 31, 2014)
Key management personnel		Saujanya Shrivastava (from June 1, 2015)
Key management personnel		Yuvaraj Srivastava (from June 1, 2015)
Key management personnel		Sharat Singh (from June 1, 2015 till October 9, 2015)
Key management personnel		Sanjay Mohan (from June 1, 2015)
Key management personnel		Ranjeet Oak (from June 1, 2015)
Key management personnel		Vivek Narayan Gour
Key management personnel		Anshuman Bapna (from July 1, 2015)
Key management personnel		Frederic Lalonde (till January 31, 2017)
Key management personnel		Philip Wolf (till January 31, 2017)
Key management personnel		Ranodeb Roy (till January 31, 2017)
Key management personnel		Aditya Tim Guleri (from April 1, 2016)
Key management personnel		James Jianzhang Liang# (from January 27, 2016)
Key management personnel		Oliver Rippel* (from January 31, 2017)
Key management personnel		Pat Kolek* (from January 31, 2017)
Key management personnel		Charles Searle* (from January 31, 2017)
Key management personnel		Yuvraj (Raj) Thacoor* (from January 31, 2017)
Party controlled by key management personnel		Chandra Capital (till May 20, 2014)
Entity providing Key management personnel services		CIM Corporate Services Ltd
Significant influence over the Company		MIH Internet SEA Pte. Ltd. (from January 31, 2017)
Significant influence over the Company		Naspers Limited (from January 31, 2017)
Subsidiary of the entity having significant influence over the Company		PayU Payments Private Limited (from January 31, 2017)
Subsidiary of the entity having significant influence over the Company		Tek Travels Private Limited (from January 31, 2017)
Subsidiary of the entity having significant influence over the Company		Tek Travels JLT (from January 31, 2017)
Equity—accounted investee		My Guest House Accommodations Private Limited
Equity—accounted investee		Simplotel Technologies Private Limited (from December 16, 2014)
Equity—accounted investee		Saaranya Hospitality Technologies Private Limited (from January 31, 2017)

Note: #

nominee of Ctrip and * nominees of MIH Internet SEA Pte. Ltd.

F-70

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Transactions with Entity providing Key Management Personnel Services:


	Year ended March 31
Transactions	2015		2016		2017
Key management personnel services		4		2		3
Consultancy services		16		14		23

As at

Balance Outstanding

March 31,
2016

March 31,
2017

Trade and other payables

Transactions with party controlled by key management personnel:

For the Year Ended March 31

Transactions

2015

2016

2017

Revenue from air ticketing

—

Transactions with Key Management Personnel:

Key Management Personnel Compensation*

Key management personnel compensation comprised:


	For the Year ended March 31,
Particulars	2015		2016		2017
Short-term employee benefits		1,969		2,373		3,142
Contribution to defined contribution plans		58		77		108
Share based payment		9,116		7,688		14,892
Legal and professional		127		112		150

Total		11,270		10,250		18,292

Note: *

Provision for gratuity and compensated absences has not been considered, since the provisions are based on actuarial valuations for the Group’s entities as a whole.

In January 2015, the Company granted a short term loan of USD 385 to one of its key management personnel. In the quarter ended March 2015, an amount of USD 66 was repaid. As of March 31, 2015, the balance loan outstanding was USD 319 and interest accrued was USD 6. In May 2015, this loan along with interest was repaid.

Transactions with equity—accounted investees:

My Guest House Accommodations Private Limited (‘MGH’)

MGH has granted perpetual, transferable and irrevocable access of its technology platform license to the Company. The Company has classified the license of USD 886 as capital work in progress under intangible assets with a corresponding income in the statement of profit or loss and comprehensive income (loss) under “Other Income”. The license was valued using the replacement cost method.

F-71

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Simplotel Technologies Private Limited

In June 2015, the Company invested USD 469 for new shares of Simplotel Technologies Private Limited. Further, the Company invested USD 197 for new shares of Simplotel Technologies Private Limited in November 2015.

In December 2016, the Company paid cash consideration of USD 590 for subscription of new compulsory convertible preference shares of Simplotel Technologies Private Limited.

Saaranya Hospitality Technologies Private Limited (‘Saaranya’)

In March 2017, the Company paid cash consideration of USD 500 for subscription of new shares issued by Saaranya which has increased its equity interest to 38.6% (Refer note 7(a)).

Transactions with entity having significant influence over the company:

MIH Internet SEA Pte. Ltd.

Pursuant to the acquisition of Ibibo Group, the Company received an entitlement on future proceeds from sale of stake in an Indian entity, engaged in the business-to-business online travel industry, from MIH Internet SEA Pte. Ltd.. As of March 31, 2017, other non-current assets include USD 15,100, which represents the fair value of the above entitlement (refer note 7(a) and note 25).

As per the terms of the acquisition agreement, as a key condition to the completion of the transaction, the Parent of ibibo Group contributed its pro rata share of consolidated net working capital of approximately USD 82,826 in cash to MMYT at the closing (which was subject to adjustments after completion). In May 2017, the Parent agreed to the working capital adjustment and total pro rate share contributed by the Parent was USD 83,260. The difference of USD 434 is receivable and is included under other currrent assets (refer note 7(a) and note 23).

Naspers Limited

Naspers Limited has issued letters of support of USD 8,487 to a bank for the issuance of bank guarantees in favor of certain vendors of Ibibo Group Private Limited, a subsidiary of MakeMyTrip Limited, in respect of amounts due and payable by Ibibo Group Private Limited in respect of which bank guarantees of USD 6,258 are outstanding as at March 31, 2017. The Company has agreed to indemnify Naspers Limited from and against all liabilities, claims, losses, damages, costs or expenses arising out of or in connection with the existing letters of support.

Transactions with subsidiary of the entity having significant influence over the company:

PayU Payments Private Limited


	For the Year Ended March 31
Transactions	2015		2016		2017
Services received		—		—		1,396
Reimbursement of expenses		—		—		40


	As at
Balance Outstanding	March 31, 2016		March 31, 2017
Trade and other payables		—		40

F-72

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

Tek Travels Private Limited

For the Year Ended March 31

Transactions

2015

2016

2017

Services rendered

—


	As at
Balance Outstanding	March 31, 2016		March 31, 2017
Trade and other receivables		—		304

Tek Travels JLT


	As at
Balance Outstanding	March 31, 2016		March 31, 2017
Trade and other payables		—		2

39)

LIST OF MATERIAL SUBSIDIARIES


Name of entity	Place of Incorporation	Ownership interest as at March 31, 2016			Ownership interest as at March 31, 2017
1. MakeMyTrip Inc.	Delaware, USA		100	%		100	%
2. MakeMyTrip (India) Private Limited	India		100	%		100	%
3. Ibibo Group Holdings Pte. Ltd	Singapore		—			100	%
4. Ibibo Group Private Limited	India		—			100	%
5. Luxury Tours & Travel Pte Ltd	Singapore		100	%		100	%
6. MakeMyTrip FZ-LLC	United Arab Emirates		100	%		100	%
7. Luxury Tours (Malaysia) Sdn Bhd.	Malaysia		100	%		100	%
8. Techblend Inc.	British Virgin Islands		100	%		100	%
9. Hotel Travel Limited	Malaysia		100	%		100	%
10. HTN Co. Ltd.	Thailand		100	%		100	%
11. ITC Bangkok Co. Ltd.	Thailand		100	%		100	%

40)

CHANGE IN CLASSIFICATION

During the year ended March 31, 2017, the Group modified the classification of ‘Employees welfare expenses’ to reflect more appropriately the nature of such costs paid to the employees. Comparative amounts in the notes to the consolidated financial statements were reclassified for consistency. As a result, USD 223 and USD 13 for the year ended March 31, 2015 and March 31, 2016 respectively were reclassified from ‘Employee welfare expenses’ to ‘Wages, salaries and other short term employees benefits’ included under ‘Personnel Expenses’.

During the year ended March 31, 2017, the Group modified the classification of ‘prepaid expenses’ between current and non-current. Comparative amounts in the consolidated statement of financial position and the related notes were reclassified for consistency. As a result, USD 53 as at March 31, 2016 was reclassified from ‘other current assets’ to ‘other non-current assets’.

F-73

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)

41)

SUBSEQUENT EVENTS

Share purchase agreement for USD 330,000 Equity Financing

On May 2, 2017, the Company announced that it has entered into definitive share purchase agreements for placement of its ordinary shares, which is expected to generate gross proceeds to the Company of USD 165,000 (the “Placement”). Under the terms of the share purchase agreements for the Placement, the Company will issue 4,583,334 ordinary shares in the aggregate to investors at a price of $36 per ordinary share.

Simultaneously with the Placement, the Company also entered into share purchase agreements with (i) Ctrip.com International, Ltd. (“Ctrip”) for the issuance of its ordinary shares to Ctrip and (ii) MIH Internet SEA Pte. Ltd., a subsidiary of Naspers Limited (“MIH”), for the issuance of the Company’s Class B convertible ordinary shares (“Class B Shares”) to MIH, which transactions will generate an additional USD 165,000 of gross proceeds to the Company. Under the Company’s share purchase agreement (i) with Ctrip, the Company will issue 916,666 ordinary shares to Ctrip at a price of $36 per ordinary share and (ii) with MIH, the Company will issue 3,666,667 Class B Shares to MIH at a price of $36 per Class B Share. The Class B Shares issued to MIH will be convertible into ordinary shares of the Company on a one-to-one basis. The Placement and the transactions with Ctrip and MIH are expected to generate total gross proceeds of USD 330,000.

The closing of Placement and the transactions with Ctrip and MIH occurred on May 5, 2017. Proceeds from the transactions will be used to fund business expansion, strategic investments, technology and product development, marketing and promotions, working capital and general corporate purposes.

42)

QUATERLY FINANCIAL DATA (UNAUDITED)


	For the three months ended												Year Ended 31-Mar-17*
	30-Jun-16			30-Sep-16			31-Dec-16			31-Mar-17*			Year Ended 31-Mar-17*
Revenue
Air ticketing		23,880			23,556			38,216			32,862			118,514
Hotels and packages		95,571			57,628			82,175			78,880			314,254
Other revenue		1,775			1,925			2,857			8,291			14,848

Total revenue		121,226			83,109			123,248			120,033			447,616
Other income		—			206			93			64			363
Service cost
Procurement cost of hotel and packages services		62,358			29,913			46,703			34,945			173,919
Personnel expenses		13,141			14,243			13,652			32,700			73,736
Marketing and sales promotion expenses		52,679			48,358			44,552			78,835			224,424
Other operating expenses		18,669			17,419			18,202			27,295			81,585
Depreciation and amortization		2,191			2,496			3,377			21,638			29,702

Result from operating activities		(27,812	)		(29,114	)		(3,145	)		(75,316	)		(135,387	)

Profit (Loss) before tax		(14,284	)		(39,350	)		16,608			(73,084	)		(110,110	)

Profit (Loss) for the period		(14,314	)		(39,447	)		16,556			(73,098	)		(110,303	)

*	The operations of ibibo Group have been consolidated in the financial statements of the Group from January 31, 2017. For the three months ended March 31, 2017, ibibo Group contributed revenue of USD 28,740 and loss of USD 26,470 to the Group’s result.

F-74

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)


	For the three months ended												Year Ended 31-Mar-16
	30-Jun-15			30-Sep-15 ⁽²⁾			31-Dec-15 ⁽²⁾			31-Mar-16			Year Ended 31-Mar-16
Revenue
Air ticketing		19,768			18,491			17,718			22,195			78,172
Hotels and packages		72,419			45,381			69,557			64,356			251,713
Other revenue		1,473			1,624			1,624			1,449			6,169

Total revenue		93,660			65,495			88,899			88,000			336,054
Other income		129			885			—			—			1,014
Service cost														—
Procurement cost of hotel and packages services		54,051			28,982			45,697			36,534			165,264
Cost of air tickets coupon		1,506			264			—			—			1,770
Personnel expenses		12,429			12,623			12,189			11,777			49,018
Marketing and sales promotion expenses ⁽¹⁾⁽²⁾		12,274			14,768			28,961			52,963			108,965
Other operating expenses		17,592			16,701			16,771			16,890			67,954
Depreciation and amortization		2,067			2,188			2,334			4,334			10,923

Result from operating activities		(6,130	)		(9,146	)		(17,053	)		(34,498	)		(66,827	)

Loss before tax		(6,923	)		(12,181	)		(19,440	)		(49,843	)		(88,387	)

Loss for the period		(6,936	)		(12,219	)		(19,470	)		(49,917	)		(88,542	)

(1)	Previously these expenses were referred to as “Advertising and business promotion” expenses and reported as part of “Other operating expenses”.

(2)

The Group recognizes revenue net of cancellations, refunds, discounts and taxes. The Group executed various customer inducement/acquisition programs during the year ended March 31, 2016. In the quarter ended March 31, 2016, the Group performed an evaluation of such programs. Based on this evaluation, costs related to these programs, incurred for acquiring customers and promoting transactions, such as cash incentives and select loyalty programs cost, are recorded as an element of marketing and sales promotion expenses instead of as a reduction / deferral of revenue, while regular discounts, which are not part of the above programs, are netted of revenue in accordance with applicable IFRSs and consistent with the revenue recognition policy of the Group.

Accordingly, reclassifications of such costs have been made in the consolidated statements of profit or loss and other comprehensive income (loss) for the relevant quarters as set out in the table below in order to conform to the manner of reporting for the quarter and year ended March 31, 2016. Additionally, “Marketing and sales promotion expenses” earlier referred to us “Advertising and business promotion expenses” reported as part of “Other operating expenses” have also been presented as a separate line in our consolidated statements of profit or loss and other comprehensive income. This presentation is also in line with the current manner in which the Group evaluates its business performance and manages its operations. There are no changes from the reclassification to the Group’s consolidated statement of financial position, consolidated statements of changes in equity and consolidated statements of cash flows.

F-75

MAKEMYTRIP LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Amounts in USD thousands, except per share data and share count)


	For the three months ended
	September 30, 2015		September 30, 2015		December 31, 2015		December 31, 2015
	(As Reported)		(As Reclassified)		(As Reported)		(As Reclassified)
Revenue
Air ticketing		18,427		18,491		16,989		17,718
Hotels and packages		42,408		45,381		63,395		69,557
Other revenue		1,615		1,624		1,605		1,624

Total revenue		62,450		65,495		81,989		88,899
Marketing and sales promotion expenses ⁽¹⁾		11,723		14,768		22,051		28,961

(1)	Previously these expenses were referred to as “Advertising and business promotion” expenses and reported as part of “Other operating expenses”.

F-76

Exhibit 2.9

SHARE PURCHASE AGREEMENT

by and between

MAKEMYTRIP LIMITED

and

MIH INTERNET SEA PTE. LTD.

Dated as of May 2, 2017

Table of Contents


ARTICLE I DEFINITIONS AND INTERPRETATION			3

	Section 1.1	Definitions	3

	Section 1.2	Interpretation and Rules of Construction	6

ARTICLE II PURCHASE AND SALE OF THE SHARES			7

	Section 2.1	Issuance and Sale of Class B Shares	7

	Section 2.2	Closing	7

ARTICLE III REPRESENTATIONS AND WARRANTIES			8

	Section 3.1	Representations and Warranties of the Company	8

	Section 3.2	Representations and Warranties of the Purchaser	14

ARTICLE IV TRANSFER RESTRICTIONS			17

	Section 4.1	Transfer Restrictions	17

ARTICLE V MISCELLANEOUS			17

	Section 5.1	No Third Party Beneficiaries	17

	Section 5.3	Counterparts	18

	Section 5.4	Notices	18

	Section 5.5	Fees and Expenses	18

	Section 5.6	Entire Agreement	18

	Section 5.7	Amendment	19

	Section 5.8	Waiver and Extension	19

	Section 5.9	Severability	19

	Section 5.10	Public Disclosure	19

	Section 5.11	Waiver of Jury Trial	19

	Section 5.12	Further Assurances	20

SCHEDULE A		HISTORICAL SUBSIDIARY OF THE COMPANY	22

SCHEDULE B		LIST OF IBIBO GROUP MEMBERS	23

THIS SHARE PURCHASE AGREEMENT (this “ Agreement ”) is made as of May 2, 2017, by and between:

(1) MakeMyTrip Limited, a public company incorporated under the Laws of Mauritius with limited liability (the “ Company ”); and

(2) MIH Internet SEA Pte. Ltd., a private company incorporated under the Laws of Singapore with limited liability (the “ Purchaser ”).

W I T N E S S E T H:

WHEREAS, the Company proposes to issue and sell an aggregate of 9,166,667 Shares (as defined below) for an aggregate purchase price of US$330,000,012 to certain investors in a private placement (the “ Placement ”);

WHEREAS, the Purchaser intends to exercise its pre-emptive rights pursuant to Section 6 of the Terms of Issue (as defined below) and to subscribe for and purchase Class B Shares (as defined below) from the Company on a pro rata basis pursuant to the terms and subject to the conditions of this Agreement;

WHEREAS, the Company agrees to issue, sell and deliver Class B Shares to the Purchaser pursuant to the terms and subject to the conditions of this Agreement; and

WHEREAS, the Company and the Purchaser desire to enter into this Agreement on the terms and conditions hereof;

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions . As used herein, the following terms shall have the meanings set forth below:

“ Affiliate ” means, with respect to any specified Person, any Person that controls, is controlled by, or is under common control with such Person. For purposes of this definition, (i) the term “control” (including the terms “controlling,” “controlled by” and “under common control with”), when used with respect to any specified Person, means the possession, directly or indirectly, individually or together with any other Person, of the power to direct or to cause the direction of the management and policies of a Person, whether through ownership of voting securities or other interests, by contract or otherwise, and (ii) the Company and its Subsidiaries shall not be deemed to be Affiliates of the Purchaser.

“ Agreement ” shall have the meaning ascribed to this term in the preamble to this Agreement.

“ Board of Directors ” means the board of directors of the Company or a committee of such board duly authorized to act for it hereunder.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks in the Cayman Islands, the State of New York, Singapore, Mauritius or New Delhi are authorized or required by Law to be closed.

“ Class B Shares ” means the class B convertible ordinary shares of the Company, par value US$0.0005 per share.

“ Closing ” shall have the meaning ascribed to this term in Section 2.2(a) .

“ Company ” shall have the meaning ascribed thereto in the preamble hereto.

“ Company Financial Statements ” shall have the meaning ascribed to this term in Section 3.1(i)(ii) .

“ Company Material Adverse Effect ” means any event, development, change or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or on the results of operations, earnings, business, management, operations or business prospects of the Company and its Subsidiaries, taken as a whole.

“ Company SEC Documents ” means all registration statements, prospectuses, proxy statements and other statements, reports, schedules, forms and other documents filed or furnished by the Company with the SEC and which are publicly available.

“ Constitution ” means the certificate of incorporation, constitution, memorandum and articles of association or other constitutive documents, as amended.

“ Contract ” means any contract, lease, license, indenture, agreement, commitment or other legally binding arrangement.

“ Exchange Act ” means the United States Securities Exchange Act of 1934.

“ FCPA ” shall have the meaning ascribed to this term in Section 3.1(f)(ii) .

“ Governmental Authority ” means any federal, national, supranational, state, provincial, local, municipal or other government, any governmental, quasi-governmental, supranational, regulatory or administrative authority (including any governmental division, department, agency, commission, instrumentality, organization, unit or body, political subdivision, and any court or other tribunal) or any self-regulatory organization (including NASDAQ) with competent jurisdiction.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Historical Subsidiary ” means the entity identified in Schedule A hereto.

“ Ibibo Financial Statements ” means the carve-out combined financial statements of Ibibo Group Holdings (Singapore) Pte. Ltd. and its subsidiaries (comprising the carve-out combined balance sheets as of March 31, 2016, March 31, 2015 and April 1, 2014, and the related carve-out combined statement of profit and loss and other comprehensive income (loss), combined statement of changes in invested capital and combined statement of cash flows for the years ended March 31, 2016 and March 31, 2015) and the notes thereto furnished by the Company to the SEC on a Form 6-K dated December 2, 2016;

“ Ibibo Group ” means the entities identified in Schedule B hereto.

“ IFRS ” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

and applications therefor, including provisional applications, divisions, continuations, continuations-in-part, extensions, reexaminations and reissues; (iii) confidential information, trade secrets and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists; (iv) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; and (v) other intellectual property or proprietary rights.

“ Investment Company Act ” means the United States Investment Company Act of 1940.

“ Investor Registration Rights Agreement ” means the registration rights agreement to be entered into between the Company and the investors who purchase Shares pursuant to the Placement;

“ Law ” means any statute, law, ordinance, regulation, rule, code, order, judgment, writ, injunction, decree or requirement of law (including common law) enacted, issued, promulgated, enforced or entered by a Governmental Authority.

“ Lien ” means, with respect to any property or asset, any mortgage, pledge, claim, security interest, easement, covenant, restriction, reservation, defect in title, encroachment or other encumbrance, lien (choate or inchoate), charge, equity, or other restriction or limitation, whether arising by Contract or under Law.

“ Money Laundering Law ” shall have the meaning ascribed to this term in Section 3.1(f)(iv) .

“ NASDAQ ” means The NASDAQ Global Market.

“ Permits ” shall have the meaning ascribed to this term in Section 3.1(f)(v) .

“ Person ” means an individual, a corporation, a limited liability company, an association, a partnership, a joint venture, a joint stock company, a trust, an unincorporated organization or a Governmental Authority.

“ Proceeding ” means any action, suit, claim, litigation, arbitration, proceeding (including any civil, criminal, administrative or appellate proceeding), hearing, investigation or public inquiry commenced, brought, conducted or heard by or before, or otherwise involving, any arbitrator, arbitration panel, court or other Governmental Authority.

“ Purchase Price ” shall have the meaning ascribed to this term in Section 2.1 .

“ Purchaser ” shall have the meaning ascribed thereto in the preamble hereto.

“ Purchaser Material Adverse Effect ” means any event, development, change or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the authority or ability of the Purchaser to perform its obligations under this Agreement.

“ Registration Rights Agreement ” means the Registration Rights Agreement dated as of October 18, 2016 and effective as of January 31, 2017 between the Company, the Purchaser, Mr. Deep Kalra, Mr. Keyur Joshi, Travogue Electronic Travel LLP (formerly known as Travogue Electronic Travel Private Limited), Ctrip.com International, Ltd. and SB Asia Investment Fund II L.P.

“ Relevant Person ” shall have the meaning ascribed to this term in Section 3.1(f)(iii) .

“ Sanctions ” shall have the meaning ascribed to this term in Section 3.1(f)(iii) .

“ Sarbanes-Oxley Act ” shall have the meaning ascribed to this term in Section 3.1(i)(i) .

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the United States Securities Act of 1933.

“ Shares ” means ordinary shares of the Company, par value US$0.0005 per ordinary share.

“ Short Sales ” means (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) sales and other transactions through non-U.S. broker dealers or foreign regulated brokers (but shall not be deemed to include the location and/or reservation of borrowable shares of the Shares).

“ Subsidiary ” means, as of the relevant date of determination, with respect to any Person (the “subject entity”), (i) any Person (x) more than fifty percent (50%) of whose shares or other interests entitled to vote in the election of directors or (y) more than fifty percent (50%) interest in the profits or capital of such Person are owned or controlled directly or indirectly by the subject entity or through one (1) or more Subsidiaries of the subject entity, (ii) any Person, including for the avoidance of doubt any “variable interest entity,” whose financial statements, or portions thereof, are or are intended to be consolidated with the financial statements of the subject entity for financial reporting purposes in accordance with IFRS or (iii) any Person with respect to which the subject entity has the sole power to control or otherwise direct the business and policies of that entity directly or indirectly through another subsidiary or otherwise.

“ Terms of Issue ” means the terms of issue of the Class B Shares as set forth in Annex B of the Company’s proxy statement dated November 22, 2016.

“ Transaction Agreement ” means the transaction agreement by and among the Company, the Purchaser and, solely with respect to Article XIII thereof, MIH B2C Holdings B.V., dated October 18, 2016 (as amended, supplemented or modified from time to time).

Section 1.2 Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) The words “party” and “parties” shall be construed to mean a party or the parties to this Agreement, and any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns.

(b) When a reference is made in this Agreement to a section or clause, such reference is to a section or clause of this Agreement.

(c) The headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement.

(d) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation.”

(e) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.

(f) All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein.

(g) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

(h) The use of “or” is not intended to be exclusive unless expressly indicated otherwise.

(i) The term “US$” means United States Dollars.

(j) The term “days” shall refer to calendar days.

(k) The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(l) A reference to any legislation or to any provision of any legislation shall include any modification, amendment, re-enactment thereof, any legislative provision substituted therefor and all rules, regulations and statutory instruments issued or related to such legislation.

(m) References herein to any gender include the other gender.

(n) The parties hereto have each participated in the negotiation and drafting of this Agreement and if any ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or burdening either party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts thereof.

ARTICLE II

PURCHASE AND SALE OF THE CLASS B SHARES

Section 2.1 Issuance and Sale of Class B Shares . Subject to the terms and conditions of, and in reliance upon the representations and warranties contained in, this Agreement, at the Closing, the Company agrees to issue and sell to the Purchaser 3,666,667 Class B Shares and, in exchange, the Purchaser agrees to subscribe for and purchase from the Company such number of Class B Shares for an aggregate purchase price of US$132,000,012 (the “ Purchase Price ”).

Section 2.2 Closing .

(a) The consummation of the transactions described in Section 2.1 (the “ Closing ”) shall occur on May 5, 2017, or such other time as the parties hereto shall agree in writing. At the Closing, the Company shall deliver to the Purchaser the Class B Shares purchased by the Purchaser in certificated form, which Class B Shares shall be duly registered in the name of the Purchaser in the share register of the Company, against payment by the Purchaser to the Company or to its order of the Purchase Price by wire transfer of immediately available funds to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2 . At or promptly after the Closing, the Company shall deliver to the Purchaser an extract of the updated share register of the Company reflecting the registration of the Class B Shares in the name of the Purchaser.

(b) The Closing shall take place at the offices of Latham & Watkins LLP, 9 Raffles Place, #42-02 Republic Plaza, Singapore 048619, or at such other place as the parties hereto shall agree in writing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company . In connection with the transactions provided for herein, the Company hereby represents and warrants to the Purchaser that, as of the date hereof and as of Closing:

(a) Organization, Good Standing and Qualification . The Company has been duly incorporated, is validly existing as a public company limited by shares in current good standing under the Laws of Mauritius and the Company’s Historical Subsidiary and, to the Company’s knowledge each member of the Ibibo Group has been duly incorporated, is validly existing as a corporation, and in the case of MakeMyTrip.com Inc., is in good standing, under the Laws of the jurisdiction of its incorporation. The Company and its Historical Subsidiary and, to the Company’s knowledge, each member of the Ibibo Group has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to transact business and, in the case of the Company and MakeMyTrip.com Inc., is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in current good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.

(b) Authorization . The Company has all requisite corporate power to enter into this Agreement and to carry out and perform its obligations thereunder. The execution, delivery and performance of this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’ rights and remedies generally. No approval by the shareholders of the Company is required in connection with this Agreement, the performance by the Company of its obligations hereunder, or the consummation by the Company of the transactions contemplated hereby .

(c) Valid Issuance of Class B Shares . The Class B Shares being purchased by the Purchaser hereunder will, upon issuance pursuant to the terms hereof and upon payment therefor by the Purchaser, be duly and validly issued, fully paid and non-assessable, and will not be subject to, or issued in violation of, any pre-emptive right, antidilutive right, purchase option, call option, right of first refusal, subscription right, transfer restriction or any similar rights or restrictions under any provision of applicable Law, the Constitution of the Company or any Contract to which the Company or any of its Affiliates is a party or otherwise bound, and will rank pari passu in all respects with all other existing Class B Shares. For the purposes of this representation, the term “non-assessable” in relation to the Class B Shares means that holders of such Class B Shares, having fully paid up all amounts due on such Class B Shares, are under no further personal liability to contribute to the assets or liabilities of the Company in their capacities purely as holders of such Class B Shares.

(d) No Violation . The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) contravene, conflict with, or result in a breach or violation of, any provision of applicable Law or the Constitution of the Company or its Historical Subsidiary or, to the Company’s knowledge, any member of the Ibibo Group, (ii) contravene, conflict with, or result in a breach or violation of, or result in the default of any of terms or provisions of, or constitute a default (or an event that, with or without the giving of notice or lapse of time or both, would constitute a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or, to the knowledge of the Company, give rise to an obligation to make an offer to purchase, or an obligation to purchase, securities from any shareholder of the Company under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of the Company or its Historical Subsidiary or, to the Company’s knowledge, any

member of the Ibibo Group under, the provisions of any Contract, license, certificate (including any global business license, Mauritius tax residence certificate or other business license), franchise, authorization, concession, approval, order or permit binding upon the Company or its Historical Subsidiary or, to the Company’s knowledge, any member of the Ibibo Group or (iii) contravene, conflict with, or result in a breach or violation of, or constitute a default under, any applicable Governmental Order, except where such defaults under sub-section (ii) and (iii) would not, individually or in the aggregate, result in a Company Material Adverse Effect.

(e) Governmental Consents and Approvals . Subject to the truth and accuracy of the representations and warranties with respect to the Purchaser in Section 3.2 , save for (i) filings with respect to new shareholders with the Mauritius Registrar of Companies and Financial Services Commission, (ii) any filings under state “blue sky” Laws and (iii) any filings with NASDAQ, the execution, delivery and performance by the Company of this Agreement, including the issuance and delivery of the Shares, do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

(f) Compliance with Applicable Laws; Permits .

(i) Each of the Company and its Historical Subsidiary since March 31, 2016 through the date hereof (A) is, and has at all times been, in compliance with applicable Laws and (B) to the knowledge of the Company, has not received notice from any Governmental Authority alleging that the Company or its Historical Subsidiary is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents.

(ii) To the Company’s knowledge, each member of the Ibibo Group since February 1, 2017 through the date hereof (A) is, and has been at all times, in compliance with applicable Laws and (B) has not received notice from any Governmental Authority alleging that any member of the Ibibo Group is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents.

(iii) Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or its Historical Subsidiary or, to the Company’s knowledge, any member of the Ibibo Group is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.

(iv) None of the Company, its Historical Subsidiary, any of the Company’s or the Historical Subsidiary’s respective directors, officers, employees or, to the Company’s knowledge, Affiliates or agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or the Historical Subsidiary or, since February 1, 2017, to the Company’s knowledge, any member of the Ibibo Group or any of their respective directors, officers, employees, Affiliates or agents, in their capacity as a director, officer, agent, employee or Affiliate of any of the members of the Ibibo Group is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the United States Foreign Corrupt Practices Act of 1977 (the “ FCPA ”) and any other applicable anti-corruption Laws to which they may be subject. Each of the Company, its Historical Subsidiary and, to the Company’s knowledge, their respective Affiliates and, since February 1, 2017, to the Company’s knowledge, each member of the Ibibo Group and their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(v) None of the Company, its Historical Subsidiary, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates or any member of the Ibibo Group or any of their respective directors, officers, agents, employees or Affiliates is an individual or entity (“ Relevant Person ”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including the U.S. Department of the Treasury’s Office of Foreign Assets Control (“ OFAC ”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United Kingdom Export Control Organization or other relevant sanctions authority, including but not limited to being listed on the Specially Designated Nationals and Blocked Persons List administered by OFAC (collectively, “ Sanctions ”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; the Company will not directly or indirectly use the proceeds of the sale of the Class B Shares, or lend, contribute or otherwise make available such proceeds to the Historical Subsidiary or any member of the Ibibo Group, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as advisor, investor or otherwise) of Sanctions. Since January 1, 2014, neither the Company nor its Historical Subsidiary, and, since February 1, 2017, no member of the Ibibo Group, has knowingly had a customer or supplier or other business relationship with, has knowingly been a party to any Contract with, or has knowingly engaged in any transaction with, any Person (i) that is organized or domiciled in or that is a citizen of Cuba, Iran, North Korea, Sudan or Syria (including any Governmental Entity within such country) or (ii) that is the subject of any Sanctions, except to the extent any such business relationship, Contract or transaction is permissible under the Sanctions if done by a U.S. person.

(vi) The operations of the Company and its Historical Subsidiary, and, since February 1, 2017, to the Company’s knowledge, the Ibibo Group, are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “ Money Laundering Laws ”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or its Historical Subsidiary or, to the Company’s knowledge, any member of the Ibibo Group with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(vii) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) since March 31, 2016, the Company and its Historical Subsidiary and, since February 1, 2017, to the Company’s knowledge, the Ibibo Group, have, and at all times through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “ Permits ”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Historical Subsidiary and the Ibibo Group, (B) since March 31, 2016, through the date hereof, neither the Company nor the Historical Subsidiary nor, since February 1, 2017, to the Company’s knowledge, any member of the Ibibo Group has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

(g) Capitalization; Subsidiaries .

(i) The stated capital of the Company is US$1,695,327,193.42, consisting of (A) 52,706,195 Shares issued and outstanding, (B) 38,971,539 Class B Shares issued and outstanding, and (C) 45,671,846 Shares reserved for issuance in respect of outstanding options to acquire Shares,

restricted share units issued and outstanding and Class B Shares convertible into Shares, in each case as of March 31, 2017. Except as set forth in this Section 3.1(f) , the Company has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

(ii) As of March 31, 2017, 6,700,307 Shares were issuable pursuant to 333,121 options and 6,367,186 restricted share units issued and outstanding pursuant to the Company’s 2001 Equity Option Plan and 2010 Share Incentive Plan. All outstanding Shares and Class B Shares have been duly authorized, validly issued, fully paid and non-assessable and (other than as set out in the Transaction Agreement and the Terms of Issue) free of pre-emptive rights.

(iii) Except as set forth above in this Section 3.1(f) and the Company’s share buyback program, there are no issued, reserved for issuance or outstanding (A) shares of capital stock or voting securities of the Company, (B) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (C) (other than as set out in the Transaction Agreement and the Terms of Issue) pre-emptive or other rights, options, warrants, conversion rights, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or sell any shares of capital stock or other securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

(iv) All outstanding shares of capital stock or other securities of the Historical Subsidiary and, to the Company’s knowledge, the Ibibo Group are duly authorized, validly issued, fully paid and non-assessable and all such shares in the Historical Subsidiary and, to the Company’s knowledge, the Ibibo Group (except for directors’ qualifying shares or the like) are owned, directly or indirectly, by the Company free and clear of any Liens.

(v) There are no Subsidiaries that meet the definition of a “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act other than the Historical Subsidiaryset forth in Schedule A hereto and, to the Company’s knowledge, the members of the Ibibo Group set forth in Schedule B hereto.

(h) Registration Rights . Except as set forth in the Investor Registration Rights Agreement and the Company SEC Documents, the Company has not granted to any Person the right to require the Company to register the Shares.

(i) SEC Matters; Financial Statements .

(i) The Company has filed or furnished, as applicable, on a timely basis, all registration statements, prospectuses, proxy statements and other statements, reports, schedules, forms and other documents required to be filed or furnished by it with the SEC through the date hereof. None of the Company’s Subsidiaries is required to make any filings with the SEC. As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment: (A) each of the Company SEC Documents, save for the Ibibo Financial Statements, complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) applicable to the Company SEC Documents (as the case may be) and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(ii) The consolidated financial statements (including any related notes) of the Company contained in the Company SEC Documents, save for the Ibibo Financial Statements (collectively, the “ Company Financial Statements ”): (A) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) present fairly in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company Financial Statements, (iii) were prepared in accordance with IFRS, applied on a consistent basis during the periods covered (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal year-end adjustments and the absence of notes), and (iv) meet the requirements of Regulation S-X promulgated under the Securities Act and the Exchange Act.

(iii) The Company has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures that (A) mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of the Company, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of management and the Board of Directors and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company. Since March 31, 2016, the Company has not identified any material weaknesses or significant deficiencies in the Company’s internal controls, and the Company’s auditors and the audit committee of the Board of Directors have not been advised of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since March 31, 2016, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(j) Absence of Certain Changes . (i) Since March 31, 2016, the Company and its Historical Subsidiary have operated in the ordinary course of business in all material respects; (ii) since February 1, 2017, to the Company’s knowledge, the Ibibo Group has operated in the ordinary course of business in all material respects and (iii) since March 31, 2016, there has not been a Company Material Adverse Effect.

(k) No Undisclosed Liabilities . Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth in the Company SEC Documents, neither the Company nor the Historical Subsidiary nor, since February 1, 2017, to the Company’s knowledge, any member of the Ibibo Group, has any liabilities or obligations of a type required to be reflected on a balance sheet in accordance with IFRS other than (i) liabilities or obligations disclosed and provided for in the Company Financial Statements, (ii) liabilities or obligations disclosed and provided for in the Ibibo Financial Statements, (iii) liabilities or obligations that have been incurred by the Company or the Historical Subsidiary in the ordinary course of business, (iv) liabilities or obligations that have been incurred by the members of the Ibibo Group since February 1, 2017 in the ordinary course of business or (v) liabilities or obligations arising under or in connection with the transactions contemplated by this Agreement.

(l) Litigation .

(i) Except as set forth in the Company SEC Documents, as of the date of this Agreement, there is no pending Proceeding, and, to the Company’s knowledge, no Person has threatened to commence any Proceeding: (i) since March 31, 2016 through the date hereof against the Company or the Historical Subsidiary or any director or officer thereof (in their capacity as such) or, since February 1, 2017 through the date hereof, any member of the Ibibo Group or any director or officer thereof (in their capacity as such), in each case, as would have, if decided adversely, individually or in the aggregate, a

Company Material Adverse Effect or (ii) that challenges, or would reasonably be expected to have the effect of making illegal, restraining, enjoining or otherwise prohibiting or preventing the transactions contemplated by this Agreement.

(ii) There is no Governmental Order in effect to which the Company or the Historical Subsidiary or, to the Company’s knowledge, any member of the Ibibo Group is a party or subject which materially interferes with the business of the Company, the Historical Subsidiary and the Ibibo Group as currently conducted, taken as a whole.

(m) NASDAQ . The Company has no action pending to delist the Shares from the NASDAQ, nor has the Company received any notification that NASDAQ is currently contemplating terminating such listing. The Company is not in violation of any listing requirements of the NASDAQ and has no knowledge of any facts that would reasonably be expected to lead to delisting or suspension of the Shares from the NASDAQ in the foreseeable future.

(n) Intellectual Property. Except as set forth in the Company SEC Documents, (A) the Company owns, or possesses the right to use, all of the Intellectual Property, licenses, permits and other authorizations that are reasonably necessary for the operation of its business, without conflict with the rights of any other Person, except for failures to so own, or so possess the right to use, that would not have a Company Material Adverse Effect; (B) to the Company’s knowledge, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or the Historical Subsidiary or, since February 1, 2017, any member of the Ibibo Group, infringes upon any rights held by any other Person, except for such infringements that would not have a Company Material Adverse Effect; and (C) to the Company’s knowledge, no claim or litigation regarding any of the foregoing is pending or, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect.

(o) Title to Property . Except as set forth in the Company SEC Documents, the Company and its Historical Subsidiary and, since February 1, 2017, to the Company’s knowledge, the Ibibo Group, have good and marketable title to all material real property owned by the Company and its Historical Subsidiary and the Ibibo Group and good title to all other material properties owned by them, in each case, free and clear of all Liens except where failure to have good and marketable title to such real property or good title to all other properties owned by them would not, individually or in the aggregate, result in a Company Material Adverse Effect; all of the leases and subleases material to the business of the Company and its Historical Subsidiary and the Ibibo Group, taken as a whole, are valid, subsisting, enforceable and in full force and effect, and neither the Company nor the Historical Subsidiary nor, to the Company’s knowledge, any member of the Ibibo Group has any notice of any material claim that has been asserted by anyone adverse to the rights of the Company or the Historical Subsidiary or any member of the Ibibo Group under any of the material leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Historical Subsidiary or member of the Ibibo Group to the continued possession of the leased or subleased premises under any such material lease or sublease.

(p) Investment Company . The Company is not, and immediately after receipt of payment for the Class B Shares will not be, required to register as an “investment company” within the meaning of the Investment Company Act.

(q) Taxes .

(i) The Company and its Historical Subsidiary and, since February 1, 2017, to the Company’s knowledge, the Ibibo Group, have filed all material tax returns that are required to have been filed by them pursuant to applicable Law, and have paid all material taxes due pursuant to such returns or pursuant to any assessment received by the Company and its Historical Subsidiary and the Ibibo Group, except for such taxes, if any, as are being contested in good faith or as to which adequate reserves have been provided and except where the failure to file such tax returns would not result in a

Company Material Adverse Effect and except as disclosed in the Company SEC Documents. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not, individually or in the aggregate, result in a Company Material Adverse Effect and except as disclosed in the Company SEC Documents.

(ii) There are no stamp duty or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in Mauritius or India in connection with the execution and delivery of this Agreement or the issuance or sale of the Class B Shares.

(r) Payments in Foreign Currency . Under current Laws of Mauritius and any political subdivision thereof, all dividends and other distributions declared and payable on the Class B Shares may be paid by the Company to the holder thereof in United States Dollars and freely transferred out of Mauritius without the necessity of obtaining any governmental authorization in Mauritius or any political subdivision or taxing authority thereof or therein.

(s) Offering . Subject to the truth and accuracy of the Purchaser’s representations set forth in Section 3.2 , the offer, sale and issuance of the Class B Shares by the Company to the Purchaser pursuant to this Agreement are exempt from the registration requirements of the Securities Act.

(t) General Solicitation; No Integration . Neither the Company nor, to the knowledge of the Company, any other Person authorized by the Company to act on its behalf has engaged in a general solicitation or general advertising (within the meaning of Regulation D of the Securities Act) of investors with respect to offers or sale of the Class B Shares. The Company has not, directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which, to its knowledge, is or will be integrated with the Class B Shares sold pursuant to this Agreement under circumstances that would require registration of the Class B Shares under the Securities Act.

(u) Brokers . Neither the Company nor any other Person authorized by the Company to act on its behalf has retained, utilized or been represented by any broker or finder in connection with the transactions contemplated by this Agreement whose fees the Purchaser would be required to pay.

(v) No Additional Representations . The Company acknowledges that the Purchaser makes no representations or warranties as to any matter whatsoever except as expressly set forth in this Agreement, or in any certificate delivered by the Purchaser to the Company in accordance with the terms hereof.

Section 3.2 Representations and Warranties of the Purchaser . In connection with the transactions provided for herein, the Purchaser hereby represents and warrants to the Company that, as of the date hereof and as of Closing:

(a) Existence and Power . The Purchaser is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of organization and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations thereunder and to consummate the transactions contemplated hereby.

and remedies generally. Without limiting the generality of the foregoing, no approval by the Purchaser’s shareholders is required in connection with this Agreement, the performance by it of its obligations thereunder, or the consummation by the Purchaser of the transactions contemplated hereby.

(c) Purchase Entirely for Own Account . The Purchaser is acquiring the Class B Shares in the ordinary course of its business, for investment for its own account and not with a view to the distribution thereof in violation of the Securities Act. The Purchaser does not have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Class B Shares (or any securities which are derivatives thereof) to or through any Person. The Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker-dealer. The Purchaser acknowledges that it can bear the economic risk of its investment in the Class B Shares, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Class B Shares.

(d) No Violation . The execution, delivery and performance by the Purchaser of this Agreement does not and will not (i) violate, conflict with or result in the breach of any provision of its memorandum and articles of association (or similar organizational documents), (ii) subject to the truth and accuracy of the representations and warranties of the Company in Section 3.1(e) and to the making of the filings specified in Section 3.1(e), conflict with or violate any Law or Governmental Order applicable to it or any of its assets, properties or businesses or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any Contract, license, permit or franchise to which it is a party or result in the creation of any Liens upon any of its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such conflict, violation, default, termination, amendment, acceleration, suspension, revocation or cancellation that would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

(e) Governmental Consents and Approvals . The execution, delivery and performance by the Purchaser this Agreement does not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority other than the filings referred to in Section 3.1(e).

(f) Legend . The Purchaser understands that the Class B Shares will bear a legend to the following effect:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) OR ANY OTHER SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE TRANSFER AGENT THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE SECURITIES ACT.

THE CLASS B SHARES CONTAIN CERTAIN RESTRICTIONS OR LIMITATIONS ON TRANSFER, AS SET OUT IN THE TRANSACTION AGREEMENT ENTERED INTO ON OCTOBER 18, 2016 BETWEEN MAKEMYTRIP LIMITED, MIH INTERNET SEA PTE. LTD. AND SOLELY WITH RESPECT TO ARTICLE XIII THEREOF, MIH B2C HOLDINGS B.V., AS AMENDED, MODIFIED AND SUPPLEMENTED FROM TIME TO TIME, AND THE TERMS OF ISSUE OF THE CLASS B SHARES.”

(g) Private Placement . The Purchaser understands that (a) the Class B Shares have not been registered under the Securities Act or any state securities Laws, by reason of its issuance by the Company in a transaction exempt from the registration requirements thereof and (b) the Class B Shares may only be offered for sale, sold, transferred or assigned pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case in compliance with any applicable securities laws of any state or other jurisdiction. Accordingly, the Purchaser agrees that it will only offer, sell, transfer or assign the Class B Shares in the United States or to any U.S. Person pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case in compliance with any applicable securities laws of any state or other jurisdiction. The Purchaser represents that either (A) it is (x) a qualified institutional buyer (as defined in Rule 144A under the Securities Act), or (y) an accredited investor (as defined in Rule 501 of the Securities Act) and, in the case of clause (y), is either (i) an institutional account (as defined in FINRA Rule 4512(c)) or (ii) a qualified purchaser (as defined in Section 2(a)(51)(A) of the Investment Company Act) or (B) it is not a U.S. Person, is not acquiring the Class B Shares for the account or benefit of a U.S. Person and is not physically located in the United States. Accordingly, the Purchaser understand that the offering of the Shares hereunder meets the exemptions from filing under FINRA Rule 5123(b)(1)(A)(B), (C) or (J). The Purchaser further represents that its purchase of the Class B Shares is not a result of any general solicitation or general advertising (within the meaning of Regulation D of the Securities Act).

(h) (i) Without prejudice to the Company’s representations and warranties set forth in Section 3.1 , the Purchaser has had access to all public information filed or furnished by the Company to the SEC without undue difficulty and has made such investigation with respect to the Company and the Shares, as it deems necessary to make its investment decision; (ii) the Purchaser has made its own assessment, has satisfied itself concerning the tax, legal, regulatory and financial considerations relevant to its investment in the Class B Shares and has sought such advice as it has considered necessary to make an informed decision with respect to its acquisition of the Class B Shares; and (iii) the Purchaser has had the opportunity to ask questions concerning the terms and conditions of this Agreement. The Purchaser has received no representations or warranties from the Company or its employees, agents or attorneys in making this investment decision other than as set forth in this Agreement.

(i) No Additional Representations . The Purchaser acknowledges that the Company makes no representations or warranties as to any matter whatsoever except as expressly set forth in this Agreement, or in any certificate delivered by the Company to the Purchaser in accordance with the terms hereof.

(j) Assistance with Mauritius Filing . The Purchaser shall cooperate with and provide all necessary information to the Company to enable the Company to make the filing referred to in Section 3.1(e)(i) .

(k) Certain Trading Activities . Other than consummating the transactions contemplated hereunder, (i) the Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s securities) since the time that the Purchaser was first contacted by the Company or any other Person regarding the specific investment contemplated hereby until the execution of this Agreement, and (ii) the Purchaser will not directly or indirectly, nor will any Person acting on behalf of or pursuant to any understanding with the Purchaser, engage in any such transactions prior to the Company’s issuance of a press release with respect to the execution of this Agreement and the transactions contemplated hereby , provided that the restrictions set forth in clause (ii) shall terminate if the Company fails for any reason to issue such press release promptly following the execution of this Agreement and the consummation of the transactions contemplated hereby. The Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction, including the existence and terms of this transaction, except for disclosures made with the consent of the Company.

(l) Brokers and Finders . No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser.

(m) Independent Investment Decision . The Purchaser has independently evaluated the merits of its decision to purchase Class B Shares pursuant to this Agreement, and the Purchaser confirms that it has not relied on the advice of any business and/or legal counsel in making such decision. The Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Class B Shares.

(n) No Governmental Review . The Purchaser understands that no governmental agency has passed on or made any recommendation or endorsement of the Class B Shares, the fairness or suitability of the investment in the Class B Shares or the merits of the transactions contemplated hereby.

ARTICLE IV

TRANSFER RESTRICTIONS

Section 4.1 Transfer Restrictions . Sections 9.01 to 9.04 of the Transaction Agreement, Sections 8.1 to 8.4 of the Terms of Issue and the definitions of any defined terms used therein are hereby incorporated by reference herein and deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in their entirety herein mutatis mutandis , except that the term “Covered Shares” shall be deemed to include the Class B Shares to be issued to the Purchaser pursuant to this Agreement.

ARTICLE V

MISCELLANEOUS

Section 5.1 No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided in this Agreement.

Section 5.2 Governing Law; Selection of Forum; Submission to Jurisdiction ; Service of Process .

(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Company irrevocably consents and agrees, for the benefit of the Purchaser, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Agreement or the transactions contemplated herein shall be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby (i) irrevocably consents and submits to the exclusive jurisdiction of each such court in personam , generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues, (ii) waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the transactions contemplated herein brought in any such court, (iii) waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (iv) subject to Section 4.2(b) , agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 5.4 .

(b) The Company irrevocably appoints MakeMyTrip Inc. as its authorized agent in the Borough of Manhattan, New York City, New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company by the person serving the same to 60 East 42 ^nd Street, Suite 605, New York, NY 10165, U.S.A., shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect. If for any reason such agent shall cease to be such agent for service of process, the Company shall forthwith appoint a new agent of recognized standing for service of process in the State of New York and deliver to the Purchaser a copy of the new agent’s acceptance of that appointment within ten Business Days of such acceptance. Nothing herein shall affect the right of the Purchaser to serve process in any other manner permitted by Law or to commence legal proceedings or otherwise proceed against the Company in any other court of competent jurisdiction. To the extent that the Company has or hereafter may acquire any sovereign or other immunity from jurisdiction of any court or from any legal process with respect to itself or its property, the Company irrevocably waives such immunity in respect of its obligations hereunder.

Section 5.3 Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 5.4 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given, made or received (i) on the date of delivery if delivered in person, (ii) on the date of confirmation of receipt of transmission by facsimile or other form of electronic delivery ( provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or (iii) three (3) Business Days after deposit with an internationally recognized express courier service to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 5.4 ):

If to the Company, to:

MakeMyTrip Limited

19th Floor, Building No. 5

DLF Cyber City

Gurgaon, India, 122002

Attention: Mohit Kabra

Facsimile: +91 124 4395100

Email: groupcfo@makemytrip.com

If to the Purchaser, to:

MIH Internet SEA Pte. Ltd.

#13-10 Parkview Square

600 North Bridge Road

Singapore 188788

Attention: Wayne Benn

Facsimile: +852 2847 3381

Email: wbenn@naspers.com

Section 5.5 Fees and Expenses . Each party hereto shall pay all of its own fees and expenses (including attorneys’ fees) incurred in connection with this Agreement and the transactions contemplated hereby.

Section 5.6 Entire Agreement . This Agreement, together with the Transaction Agreement, each of the “Transaction Documents” defined in the Transaction Agreement, all other Contracts between the Purchaser or its Affiliates and the Company or its Affiliates entered into in connection with or related to the Transaction Agreement (the “ Existing Agreements ”), constitutes the entire agreement between the parties with respect to the

subject matter of this Agreement and, except for the Existing Agreements, supersedes all prior agreements and understandings, both oral and written, between the parties and/or their Subsidiaries and Affiliates with respect to the subject matter of this Agreement.

Section 5.7 Amendment . Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is duly executed and delivered by or on behalf of each of the parties hereto.

Section 5.8 Waiver and Extension . Any party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. No waiver of any representation, warranty, agreement, condition or obligation granted pursuant to this Section 5.8 or otherwise in accordance with this Agreement shall be construed as a waiver of any prior or subsequent breach of such representation, warranty, agreement, condition or obligation or any other representation, warranty, agreement, condition or obligation and no waiver of any condition granted pursuant to this Section 5.8 or otherwise in accordance with this Agreement shall be construed as a waiver of any representation, warranty, agreement or covenant to which such condition relates. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

Section 5.9 Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced under any applicable Law or any Governmental Order, such term or other provision shall be excluded from this Agreement and all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Company and the Purchaser shall negotiate together in good faith to modify this Agreement so as to effect the original intent of both the Company and the Purchaser as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

Section 5.10 Public Disclosure . Neither the Company nor the Purchaser, nor any of their respective Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body, in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law, shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 5.10 , the Company and the Purchaser may make public disclosures, disclosures in its financial statements and public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such disclosures and statements are materially consistent with previous press releases, public disclosures or public statements made by the Purchaser or the Company.

Section 5.11 Waiver of Jury Trial . EACH OF THE COMPANY AND THE PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 5.12 Further Assurances . From time to time, each party hereto shall execute and deliver to the other party hereto such additional documents and shall provide such additional information to such other party as such other party may reasonably require to carry out the terms of this Agreement.

[The rest of this page has deliberately been left blank]

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the date first above written.


MAKEMYTRIP LIMITED

By:		/s/ Mohit Kabra
Name:		Mohit Kabra
Capacity:		Group Chief Financial Officer


MIH INTERNET SEA PTE. LTD.

By:		/s/ Oliver Rippel
Name:		Oliver Rippel
Capacity:		Director

SCHEDULE A

HISTORICAL SUBSIDIARY OF THE COMPANY

MakeMyTrip (India) Private Limited

SCHEDULE B

LIST OF IBIBO GROUP MEMBERS

Ibibo Group Holdings (Singapore) Pte. Ltd.

Ibibo Group Private Limited

Exhibit 2.10

SHARE PURCHASE AGREEMENT

by and between

MAKEMYTRIP LIMITED

and

CTRIP.COM INTERNATIONAL, LTD.

Dated as of May 2, 2017

Table of Contents


ARTICLE I DEFINITIONS AND INTERPRETATION			3

	Section 1.1	Definitions	3

	Section 1.2	Interpretation and Rules of Construction	6

ARTICLE II PURCHASE AND SALE OF THE SHARES			7

	Section 2.1	Issuance and Sale of Shares	7

	Section 2.2	Closing	7

ARTICLE III REPRESENTATIONS AND WARRANTIES			7

	Section 3.1	Representations and Warranties of the Company	7

	Section 3.2	Representations and Warranties of the Purchaser	13

ARTICLE IV MISCELLANEOUS			15

	Section 4.1	No Third Party Beneficiaries	15

	Section 4.2	Governing Law; Selection of Forum; Submission to Jurisdiction; Service of Process	15

	Section 4.3	Counterparts	16

	Section 4.4	Notices	16

	Section 4.5	Fees and Expenses	17

	Section 4.6	Entire Agreement	17

	Section 4.7	Amendment	17

	Section 4.8	Waiver and Extension	17

	Section 4.9	Severability	17

	Section 4.10	Public Disclosure	17

	Section 4.11	Waiver of Jury Trial	18

	Section 4.12	Further Assurances	18

SCHEDULE A		HISTORICAL SUBSIDIARY	20

SCHEDULE B		IBIBO GROUP MEMBERS	21

THIS SHARE PURCHASE AGREEMENT (this “ Agreement ”) is made as of May 2, 2017, by and between:

(1) MakeMyTrip Limited, a public company incorporated under the Laws of Mauritius with limited liability (the “ Company ”); and

(2) Ctrip.com International, Ltd., an exempted company incorporated under the Laws of the Cayman Islands (the “ Purchaser ”).

W I T N E S S E T H:

WHEREAS, the Company desires to issue, sell and deliver to the Purchaser, and the Purchaser desires to purchase from the Company, the Sale Shares (as defined below) pursuant to the terms and subject to the conditions of this Agreement; and

WHEREAS, the Company and the Purchaser desire to enter into this Agreement in reliance upon the safe-harbor set forth in Regulation S adopted under the Securities Act (“ Regulation S ”).

ARTICLE I

DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions . As used herein, the following terms shall have the meanings set forth below:

“ Agreement ” shall have the meaning ascribed to this term in the preamble.

“ Board of Directors ” means the board of directors of the Company or a committee of such board of directors duly authorized to act for it hereunder.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks in the Cayman Islands, Shanghai, the State of New York, Mauritius or New Delhi are required by Law to be closed.

“ Class B Shares ” means the class B convertible ordinary shares of the Company, par value US$0.0005 per share.

“ Closing ” shall have the meaning ascribed to this term in Section 2.2(a) .

“ Company ” shall have the meaning ascribed thereto in the preamble.

“ Company Financial Statements ” shall have the meaning ascribed to this term in Section 3.1(i)(ii) .

“ Company SEC Documents ” shall have the meaning ascribed to this term in Section 3.1(i)(i) .

“ Constitution ” means the certificate of incorporation, constitution, memorandum and articles of association or other constitutive documents, as amended.

“ Exchange Act ” means the United States Securities Exchange Act of 1934.

“ FCPA ” shall have the meaning ascribed to this term in Section 3.1(f)(ii) .

“ Governmental Authority ” means any federal, national, supranational, state, provincial, county, local, municipal or other government, any governmental, quasi-governmental, supranational, regulatory or administrative authority (including any governmental division, department, agency, commission, instrumentality, organization, unit or body, political subdivision, and any court or other tribunal) or any self-regulatory organization (including Nasdaq) with competent jurisdiction.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Historical Subsidiary ” means the entity identified in Schedule A hereto.

“ Ibibo Group ” means the entities identified in Schedule B hereto.

“ IFRS ” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“ Intellectual Property ” means all (i) trademarks, service marks, brand names, certification marks, collective marks, d/b/a’s, Internet domain names, logos, symbols, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) inventions and discoveries, whether patentable or not, and all patents and applications therefor, including provisional applications, divisions, continuations, continuations-in-part, extensions, reexaminations and reissues; (iii) confidential information, trade secrets and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists; (iv) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; and (v) other intellectual property or proprietary rights.

“ Investment Company Act ” means the United States Investment Company Act of 1940.

“ Money Laundering Law ” shall have the meaning ascribed to this term in Section 3.1(f)(iv) .

“ Nasdaq ” means The Nasdaq Global Market.

“ Ordinary Shares ” means ordinary shares of the Company, par value US$0.0005 per ordinary share.

“ Permits ” shall have the meaning ascribed to this term in Section 3.1(f)(v) .

“ Purchase Price ” shall have the meaning ascribed to this term in Section 2.1 .

“ Purchaser ” shall have the meaning ascribed to this term in the preamble.

“ Regulation S ” shall have the meaning ascribed to this term in the recital.

“ Registration Rights Agreement I ” means the registration rights agreement dated as of October 18, 2016 among the Company, the Purchaser and the other parties thereto.

“ Registration Rights Agreement II ” means the registration rights agreement to be dated as of May 2, 2017 among the Company and the other parties thereto.

“ Relevant Person ” shall have the meaning ascribed to this term in Section 3.1(f)(iii) .

“ Sale Shares ” shall have the meaning ascribed to this term in Section 2.1 .

“ Sanctions ” shall have the meaning ascribed to this term in Section 3.1(f)(iii) .

“ Sarbanes-Oxley Act ” shall have the meaning ascribed to this term in Section 3.1(i)(i) .

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the United States Securities Act of 1933.

subject entity, (ii) any Person, including for the avoidance of doubt any “variable interest entity,” whose financial statements, or portions thereof, are or are intended to be consolidated with the financial statements of the subject entity for financial reporting purposes in accordance with IFRS or (iii) any Person with respect to which the subject entity has the sole power to control or otherwise direct the business and policies of that entity directly or indirectly through another subsidiary or otherwise.

“ Transaction Agreements ” means this Agreement and the Registration Rights Agreement I.

Section 1.2 Interpretation and Rules of Construction . In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(b) When a reference is made in this Agreement to a section or clause, such reference is to a section or clause of this Agreement.

(c) The headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement.

(d) Whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation.”

(f) All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein.

(g) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms.

(h) The use of “or” is not intended to be exclusive unless expressly indicated otherwise.

(i) The term “US$” means United States Dollars.

(j) The term “days” shall refer to calendar days.

(k) The word “will” shall be construed to have the same meaning and effect as the word “shall.”

(m) References herein to any gender include the other gender.

ARTICLE II

PURCHASE AND SALE OF THE SHARES

Section 2.1 Issuance and Sale of Shares . Subject to the terms and conditions of this Agreement, at the Closing, the Company agrees to issue and sell to the Purchaser 916,666 Ordinary Shares (the “ Sale Shares ”) and, in exchange, the Purchaser agrees to subscribe for and purchase from the Company the Sale Shares for an aggregate price of US$ 32,999,976.00 (the “ Purchase Price ”).

Section 2.2 Closing .

(a) The consummation of the transactions described in Section 2.1 (the “ Closing ”) shall occur on May 5, 2017, or such other time as the parties hereto shall agree in writing. At the Closing, the Company shall deliver to the Purchaser the Sale Shares in book-entry form, which Sale Shares shall be duly registered in the name of CEDE & Co. or another nominee designated by the Depository Trust Company in the share register of the Company or as the Company’s transfer agent otherwise determines in consultation with the Company and the Purchaser, against payment by the Purchaser to the Company or to its order of the Purchase Price by wire transfer of immediately available funds to such account as designated by the Company in writing. Performance by each party under this Section 2.2 shall be tendered against performance by the other party of such other party’s obligations under this Section 2.2 .

(b) The Closing shall take place at the offices of Latham & Watkins LLP, 9 Raffles Place, #42-02 Republic Plaza, Singapore 048619, or at such other place as the parties hereto shall agree in writing.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

(a) Organization, Good Standing and Qualification . The Company has been duly incorporated and is validly existing as a public company limited by shares in current good standing under the Laws of Mauritius. Each of the Historical Subsidiary and each member of the Ibibo Group has been duly incorporated, is validly existing as a corporation, and in the case of MakeMyTrip.com Inc., is in good standing, under the Laws of its respective jurisdiction of incorporation. The Company, the Historical Subsidiary and each member of the Ibibo Group has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted, and is duly qualified to transact business and, in the case of the Company and MakeMyTrip.com Inc., is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in current good standing would not, individually or in the aggregate, have a Company Material Adverse Effect.

(b) Authorization . The Company has all requisite corporate power to enter into the Transaction Agreements and to carry out and perform its obligations thereunder. The execution, delivery and performance of the Transaction Agreements by the Company have been duly authorized by all necessary corporate action on the part of the Company. Each of the Transaction Agreements has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by the Purchaser, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’ rights and remedies generally. No approval by the shareholders of the Company is required in connection with the Transaction Agreements, the performance by the Company of its obligations thereunder, or the consummation by the Company of the transactions contemplated thereby .

(c) Valid Issuance of the Shares . The Sale Shares will, upon issuance pursuant to the terms hereof and upon payment therefor by the Purchaser, be duly and validly issued, fully paid and non-assessable, and (other than as set out in the transaction agreement by and among the Company, MIH Internet SEA Pte. Ltd. and MIH B2C Holdings B.V. dated October 18, 2016 (as amended, supplemented or modified from time to time) and the terms of the Class B Shares, which preemptive rights will be exercised or waived as of the Closing) will not be subject to any pre-emptive or similar rights and will rank pari passu in all respects with all other existing Ordinary Shares. For the purposes of this representation, the term “non-assessable” in relation to the Ordinary Shares means that holders of such Ordinary Shares, having fully paid up all amounts due on such Ordinary Shares, are under no further personal liability to contribute to the assets or liabilities of the Company in their capacities purely as holders of such Ordinary Shares.

(d) No Violation . The execution, delivery and performance by the Company of the Transaction Agreements and the consummation of the transactions contemplated thereby do not and will not (i) contravene, conflict with, or result in a breach or violation of, any provision of applicable Law or the Constitution of the Company or the Historical Subsidiary or any member of the Ibibo Group, (ii) contravene, conflict with, or result in a breach or violation of, or result in the default of any of terms or provisions of, or constitute a default under, any license or certificate (including any global business license, Mauritius tax residence certificate or other business license), contract, indenture, mortgage, deed of trust, loan or credit agreement, note, franchise, all licenses, certificates, authorizations, concessions, approvals, orders and permits, lease or other agreement or instrument binding upon the Company or the Historical Subsidiary or any member of the Ibibo Group or (iii) contravene, conflict with, or result in a breach or violation of, or constitute a default under, any applicable Governmental Order, except where such defaults under sub-section (ii) and (iii) would not, individually or in the aggregate, result in a Company Material Adverse Effect.

(e) Governmental Consents and Approvals . Subject to the truth and accuracy of the representations and warranties of the Purchaser in Section 3.2 , save for (i) the filings with respect to new shareholders with the Mauritius Registrar of Companies and Financial Services Commission, (ii) any filings under state “blue sky” Laws and (iii) any filings with Nasdaq, the execution, delivery and performance by the Company of the Transaction Agreements do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

(f) Compliance with Applicable Laws; Permits .

(i) Each of the Company, the Historical Subsidiary and each member of the Ibibo Group (A) is, and has at all times since March 31, 2016 through the date hereof been, in compliance with applicable Laws and (B) since March 31, 2016 through the date hereof, has not received notice from any Governmental Authority alleging that the Company or the Historical Subsidiary or any member of the Ibibo Group is in violation of any applicable Law, except, in the case of each of clauses (A) and (B), for such non-compliance and violations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents. Except as disclosed in the Company SEC Documents, as of the date of this Agreement, no investigation or review by any Governmental Authority with respect to the Company or the Historical Subsidiary or any member of the Ibibo Group is pending or, to the knowledge of the Company, threatened, nor, to the knowledge of the Company, has any Governmental Authority indicated an intention to conduct the same.

(ii) None of the Company, the Historical Subsidiary, any of the Company’s or the Historical Subsidiary’s respective directors, officers, employees or, to the Company’s knowledge, Affiliates or agents, in their capacity as a director, officer, agent, employee or Affiliate of the Company or the Historical Subsidiary or, since January 1, 2014, to the Company’s knowledge, any member of the Ibibo Group or any of their respective directors, officers, employees, Affiliates or agents, in their capacity as a director, officer, agent, employee or Affiliate of any of the members of the Ibibo Group is aware of or has taken any action, directly or indirectly, that would result in a violation by such Persons of the

United States Foreign Corrupt Practices Act of 1977 (the “ FCPA ”) and any other applicable anti-corruption Laws to which they may be subject. Each of the Company, the Historical Subsidiary and, to the Company’s knowledge, their respective Affiliates and, since January 1, 2014, to the Company’s knowledge, each member of the Ibibo Group and their respective Affiliates have conducted their businesses in compliance with the FCPA and any other applicable anti-corruption Laws to which they may be subject and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(iii) None of the Company, the Historical Subsidiary, their respective directors, officers, or to the knowledge of the Company, any of their respective agents, employees or Affiliates or any member of the Ibibo Group or any of their respective directors, officers, agents, employees or Affiliates is an individual or entity (“ Relevant Person ”) currently the subject or target of any sanctions administered or enforced by the applicable Governmental Authorities, including the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “ Sanctions ”), nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions; the Company will not directly or indirectly use the proceeds of the sale of the Sale Shares, or lend, contribute or otherwise make available such proceeds to the Historical Subsidiary or any member of the Ibibo Group, joint venture partners or other Relevant Person, to fund any activities of or business with any Relevant Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Relevant Person (including any Relevant Person participating in the transactions contemplated hereby, whether as underwriter, advisor, investor or otherwise) of Sanctions.

(iv) The operations of the Company and the Historical Subsidiary and, since January 1, 2014, to the Company’s knowledge, the Ibibo Group are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the “ Money Laundering Law ”); and no action, suit or proceeding by or before any Governmental Authority involving the Company or the Historical Subsidiary or, to the Company’s knowledge, any member of the Ibibo Group with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(v) Except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect and except as disclosed in the Company SEC Documents, (A) the Company, the Historical Subsidiary and the Ibibo Group have, and at all times since March 31, 2016 through the date hereof have had and have been in compliance with, all licenses, permits, qualifications, accreditations, approvals, registrations, consents, authorizations, franchises, variances, exemptions and orders of any Governmental Authority (collectively, the “ Permits ”), and have made all necessary filings required under applicable Laws, necessary to conduct the business of the Company and the Historical Subsidiary and the Ibibo Group, (B) since March 31, 2016 through the date hereof, neither the Company nor the Historical Subsidiary nor any member of the Ibibo Group has received any written notice of any violation of or failure to comply with any Permit or any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Permit, and (C) each such Permit has been validly issued or obtained and is in full force and effect.

(g) Capitalization; Subsidiaries .

(i) The stated capital of the Company is US$1,695,327,193.42, consisting of (A) 52,706,195 Ordinary Shares issued and outstanding, (B) 38,971,539 Class B Shares issued and outstanding, and (C) 45,671,846 Ordinary Shares reserved for issuance in respect of outstanding options to acquire Ordinary Shares, restricted share units issued and outstanding and Class B Shares convertible into Ordinary Shares, in each case as of March 31, 2017. Except as set forth in this Section 3.1(g) , the

Company has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

(ii) As of March 31, 2017, 6,700,307 Ordinary Shares were issuable pursuant to 333,121 options and 6,367,186 restricted share units issued and outstanding pursuant to the Company’s 2001 Equity Option Plan and 2010 Share Incentive Plan. All outstanding Ordinary Shares have been duly authorized, validly issued, fully paid and non-assessable and free of preemptive rights.

(iii) Except as set forth above in this Section 3.1(g) and the Company’s share buyback program, there are no outstanding (A) shares of capital stock or voting securities of the Company, (B) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (C) (other than as set out in the transaction agreement by and among the Company, MIH Internet SEA Pte. Ltd. and MIH B2C Holdings B.V. dated October 18, 2016 (as amended, supplemented or modified from time to time) and the terms of the Class B Shares) preemptive or other outstanding rights, options, warrants, conversion rights, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or sell any shares of capital stock or other securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any Person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

(iv) All outstanding shares of capital stock or other securities of the Historical Subsidiary and the Ibibo Group are duly authorized, validly issued, fully paid and non-assessable and all such shares in the Historical Subsidiary and the Ibibo Group (except for directors’ qualifying shares or the like) are owned, directly or indirectly, by the Company free and clear of any Liens.

(v) There are no Subsidiaries that meet the definition of a “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act, other than the Historical Subsidiary set forth in Schedule A hereto and the members of the Ibibo Group set forth on Schedule B hereto.

(h) Registration Rights . Except as set forth in the Registration Rights Agreement I, the Registration Rights Agreement II and the Company SEC Documents, the Company has not granted to any Person the right to require the Company to register any Ordinary Shares or Class B Shares.

(i) SEC Matters; Financial Statements .

(i) The Company has filed or furnished, as applicable, on a timely basis, all registration statements, prospectuses, proxy statements and other statements, reports, schedules, forms and other documents required to be filed or furnished by it with the SEC through the date hereof (the “ Company SEC Documents ”). None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment: (A) each of the Company SEC Documents, save for the Ibibo Financial Statements, complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act and the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”) applicable to the Company SEC Documents (as the case may be) and (B) none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(ii) The consolidated financial statements (including any related notes) of the Company contained in the Company SEC Documents (collectively, the “ Company Financial Statements ”): (A) were

prepared in accordance with IFRS applied on a consistent basis throughout the periods covered thereby and (B) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods covered thereby, except as disclosed therein and as permitted under the Exchange Act.

(iii) To the Company’s knowledge, the Ibibo Financial Statements: (A) were prepared in accordance with IFRS applied on a consistent basis throughout the periods covered thereby and (B) fairly present in all material respects the carve-out combined financial position of Ibibo Group Holdings (Singapore) Pte Limited as of March 31, 2016, March 31, 2015 and April 1, 2014 and the results of its operations and its cash flows for the years ended March 31, 2016 and March 31, 2015, except as disclosed therein and as permitted under the Exchange Act.

(iv) The Company has established and maintains a system of internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures that (A) mandate the maintenance of records that in reasonable detail accurately and fairly reflect the material transactions and dispositions of the assets of the Company, (B) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with appropriate authorizations of management and the Board of Directors and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company. Since March 31, 2016, the Company has not identified any material weaknesses or significant deficiencies in the Company’s internal controls, and the Company’s auditors and the audit committee of the Board of Directors have not been advised of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since March 31, 2016, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(j) Absence of Certain Changes . Since March 31, 2016, (i) the Company and the Historical Subsidiary and, to the Company’s knowledge, the Ibibo Group have operated in the ordinary course of business in all material respects and (ii) there has not been a Company Material Adverse Effect.

(k) No Undisclosed Liabilities . Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth in the Company SEC Documents, neither the Company nor the Historical Subsidiary nor, to the Company’s knowledge, any member of the Ibibo Group has any liabilities or obligations of a type required to be reflected on a balance sheet in accordance with IFRS other than (i) liabilities or obligations disclosed and provided for in the Company Financial Statements, (ii) liabilities or obligations disclosed and provided for in the Ibibo Financial Statements, (iii) liabilities or obligations that have been incurred by the Company or the Historical Subsidiary or the Ibibo Group since March 31, 2016 in the ordinary course of business or (iv) liabilities or obligations arising under or in connection with the transactions contemplated by this Agreement.

(l) Litigation .

(i) Except as set forth in the Company SEC Documents, as of the date of this Agreement, there is no pending Proceeding, and, to the knowledge of the Company, since March 31, 2016 through the date hereof, no Person has threatened to commence any Proceeding: (i) against the Company or the Historical Subsidiary or any director or officer thereof (in their capacity as such) or, to the Company’s knowledge, any member of the Ibibo Group or any director or officer thereof (in their capacity as such), in each case, as would have, if decided adversely, individually or in the aggregate, a Company Material Adverse Effect or (ii) that challenges, or would reasonably be expected to have the effect of

making illegal, restraining, enjoining or otherwise prohibiting or preventing the transactions contemplated by this Agreement.

(m) Nasdaq . The Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and the Company has no action pending to terminate the registration of the Ordinary Shares under the Exchange Act or delist the Ordinary Shares from the Nasdaq, nor has the Company received any notification that the SEC or the Nasdaq is currently contemplating terminating such registration or listing. The Company is not in violation of any listing requirements of the Nasdaq and has no knowledge of any facts that would reasonably be expected to lead to delisting or suspension of the Ordinary Shares from the Nasdaq in the foreseeable future.

(n) Intellectual Property . Except as set forth in the Company SEC Documents, (A) the Company owns, or possesses the right to use, all of the Intellectual Property, licenses, permits and other authorizations that are reasonably necessary for the operation of its business, without conflict with the rights of any other Person, except for failures to so own, or so possess the right to use, that would not have a Company Material Adverse Effect; (B) to the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or the Historical Subsidiary or, to the Company’s knowledge, any member of the Ibibo Group infringes upon any rights held by any other Person, except for such infringements that would not have a Company Material Adverse Effect; and (C) to the knowledge of the Company, no claim or litigation regarding any of the foregoing is pending or, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect.

(o) Title to Property . Except as set forth in the Company SEC Documents, the Company and the Historical Subsidiary and, to the Company’s knowledge, the Ibibo Group have good and marketable title to all material real property owned by the Company and the Historical Subsidiary and the Ibibo Group and good title to all other material properties owned by them, in each case, free and clear of all Liens except where failure to have good and marketable title to such real property or good title to all other properties owned by them would not, individually or in the aggregate, result in a Company Material Adverse Effect; all of the leases and subleases material to the business of the Company and the Historical Subsidiary and the Ibibo Group, taken as a whole, are valid, subsisting, enforceable and in full force and effect, and neither the Company nor the Historical Subsidiary nor, to the Company’s knowledge, any member of the Ibibo Group has any notice of any material claim that has been asserted by anyone adverse to the rights of the Company or the Historical Subsidiary or any member of the Ibibo Group under any of the material leases or subleases mentioned above, or affecting or questioning the rights of the Company or the Historical Subsidiary or member of the Ibibo Group to the continued possession of the leased or subleased premises under any such material lease or sublease.

(p) Investment Company . The Company is not, and immediately after receipt of payment for the Sale Shares will not be, required to register as an “investment company” within the meaning of the Investment Company Act.

(q) Taxes .

(i) The Company and the Historical Subsidiary and, to the Company’s knowledge, the Ibibo Group have filed all tax returns that are required to have been filed by them pursuant to applicable Law, and have paid all material taxes due pursuant to such returns or pursuant to any assessment received by the Company and the Historical Subsidiary and the Ibibo Group, except for such taxes, if any, as are being contested in good faith or as to which adequate reserves have been provided and except where the failure to file such tax returns would not result in a Company Material Adverse Effect

and except as disclosed in the Company SEC Documents. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not, individually or in the aggregate, result in a Company Material Adverse Effect and except as disclosed in the Company SEC Documents.

(ii) Save for any registration of this Agreement in Mauritius, there are no stamp duty or other issuance or transfer taxes or duties or other similar fees or charges required to be paid in Mauritius or India in connection with the execution and delivery of this Agreement or the issuance or sale of the Sale Shares.

(r) Payments in Foreign Currency . Under current Laws of Mauritius and any political subdivision thereof, all dividends and other distributions declared and payable on the Ordinary Shares may be paid by the Company to the holder thereof in United States Dollars and freely transferred out of Mauritius without the necessity of obtaining any governmental authorization in Mauritius or any political subdivision or taxing authority thereof or therein.

(s) Offering . Subject to the truth and accuracy of the Purchaser’s representations set forth in Section 3.2 , the offer, sale and issuance of the Sale Shares by the Company to the Purchaser pursuant to this Agreement are exempt from the registration requirements of the Securities Act.

(t) No Integration . The Company has not, directly or indirectly, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which, to its knowledge, is or will be integrated with the Sale Shares under circumstances that would require registration of the Sale Shares under the Securities Act.

(v) No Additional Representations . The Company acknowledges that the Purchaser makes no representations or warranties as to any matter whatsoever except as expressly set forth in the Transaction Agreements, or in any certificate delivered by the Purchaser to the Company in accordance with the terms thereof.

(a) Existence and Power . The Purchaser is duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of organization and has all necessary corporate power and authority to enter into the Transaction Agreements, to carry out its obligations thereunder and to consummate the transactions contemplated thereby.

(b) Authorization . The execution, delivery and performance of this Agreement by the Purchaser have been duly authorized by all necessary corporate action on its part. This Agreement has been duly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’ rights and remedies generally. Without limiting the generality of the foregoing, no approval by the Purchaser’s shareholders is required in connection with the Transaction Agreements, the performance by it of its obligations thereunder, or the consummation by the Purchaser of the transactions contemplated thereby.

(c) Purchase Entirely for Own Account . The Purchaser is acquiring the Sale Shares in the ordinary course of its business, for investment for its own account and not with a view to the distribution thereof in violation of the Securities Act. The Purchaser does not have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Sale Shares (or any securities which are derivatives thereof) to or through any Person. The Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker-dealer. The Purchaser acknowledges that it can bear the economic risk of its investment in the Sale Shares, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Sale Shares.

(d) No Violation . The execution, delivery and performance by the Purchaser of the Transaction Agreements do not and will not (i) violate, conflict with or result in the breach of any provision of its memorandum and articles of association (or similar organizational documents), (ii) subject to the truth and accuracy of the representations and warranties of the Company in Section 3.1(d) , conflict with or violate any Law or Governmental Order applicable to it or any of its assets, properties or businesses or (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which it is a party or result in the creation of any Liens upon any of its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such conflict, violation, default, termination, amendment, acceleration, suspension, revocation or cancellation that would not have, individually or in the aggregate, a Purchaser Material Adverse Effect.

(e) Governmental Consents and Approvals . The execution, delivery and performance by the Purchaser of the Transaction Agreements do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

(f) Legend . The Purchaser understands that the Sale Shares will bear a legend to the following effect:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY OTHER SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.”

(g) Private Placement . The Purchaser understands that (a) the Sale Shares have not been registered under the Securities Act or any state securities Laws, by reason of its issuance by the Company in a transaction exempt from the registration requirements thereof and (b) the Sale Shares may only be offered for sale, sold, transferred or assigned pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case in compliance with any applicable securities laws of any state or other jurisdiction. Accordingly, the Purchaser agrees that it will only offer, sell, transfer or assign the Sale Shares pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the

registration requirements of the Securities Act, and in each case in compliance with any applicable securities laws of any state or other jurisdiction. The Purchaser represents that it is not a U.S. person and is located outside of the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act, and confirms and agrees that the offer or sale of the Sale Shares to the Purchaser is outside the United States in an “offshore transaction” and such acquisition or purchase of the Sale Shares is not a result of any “directed selling efforts” (as each of the terms are defined in Regulation S under the Securities Act).

(h) (i) Without prejudice to the Company’s representations and warranties set forth in Section 3.1 , the Purchaser has had access to all public information filed or furnished by the Company to the SEC without undue difficulty and has made such investigation with respect to the Company and the Ordinary Shares, as it deems necessary to make its investment decision; (ii) the Purchaser has made its own assessment, has satisfied itself concerning the tax, legal, regulatory and financial considerations relevant to its investment in the Sale Shares; and (iii) the Purchaser has had the opportunity to ask questions concerning the terms and conditions of this Agreement. The Purchaser has received no representations or warranties from the Company or its employees, agents or attorneys in making this investment decision other than as set forth in this Agreement.

(i) No Additional Representations . The Purchaser acknowledges that the Company makes no representations or warranties as to any matter whatsoever except as expressly set forth in the Transaction Agreements, or in any certificate delivered by the Company to the Purchaser in accordance with the terms thereof.

(j) Brokers and Finders . No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser.

(k) Reliance on Exemptions . The Purchaser understands that the Sale Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Sale Shares.

ARTICLE IV

MISCELLANEOUS

Section 4.1 No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided in this Agreement.

Section 4.2 Governing Law; Selection of Forum; Submission to Jurisdiction ; Service of Process .

Law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Agreement or the transactions contemplated herein brought in any such court, (iii) waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum and (iv) subject to Section 4.2(b) , agrees that service of process upon such party in any such action or proceeding shall be effective if notice is given in accordance with Section 4.4 .

Section 4.3 Counterparts . This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 4.4 Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given, made or received (i) on the date of delivery if delivered in person, (ii) on the date of confirmation of receipt of transmission by facsimile or other form of electronic delivery ( provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party) or (iii) three (3) Business Days after deposit with an internationally recognized express courier service to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4.4 ):

If to the Company, to:

MakeMyTrip Limited

19th Floor, Building No. 5

DLF Cyber City

Gurgaon, India, 122002

Attention: Mohit Kabra

Facsimile: +91 124 4395100

Email: groupcfo@makemytrip.com

If to the Purchaser, to:

Ctrip.com International, Ltd.

968 Jin Zhong Road

Shanghai 200335, People’s Republic of China

Attention: Chief Financial Officer

Facsimile: +86 21 5251 0000

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

c/o 42/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central, Hong Kong

Attention: Z. Julie Gao, Esq. / Haiping Li, Esq.

Facsimile: +852 3740 4700

Section 4.5 Fees and Expenses . Each party hereto shall pay all of its own fees and expenses (including attorneys’ fees) incurred in connection with this Agreement and the transactions contemplated hereby.

Section 4.6 Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties and/or their Subsidiaries and Affiliates with respect to the subject matter of this Agreement.

Section 4.7 Amendment . Any provision of this Agreement may be amended if, but only if, such amendment is in writing and is duly executed and delivered by or on behalf of each of the parties hereto.

Section 4.8 Waiver and Extension . Any party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other party or conditions to such party’s obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. No waiver of any representation, warranty, agreement, condition or obligation granted pursuant to this Section 4.8 or otherwise in accordance with this Agreement shall be construed as a waiver of any prior or subsequent breach of such representation, warranty, agreement, condition or obligation or any other representation, warranty, agreement, condition or obligation and no waiver of any condition granted pursuant to this Section 4.8 or otherwise in accordance with this Agreement shall be construed as a waiver of any representation, warranty, agreement or covenant to which such condition relates. The failure of any party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

Section 4.9 Severability . If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced under any applicable Law or any Governmental Order, such term or other provision shall be excluded from this Agreement and all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Company and the Purchaser shall negotiate together in good faith to modify this Agreement so as to effect the original intent of both the Company and the Purchaser as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

Section 4.10 Public Disclosure . Without limiting any other provision of this Agreement, the Company may issue a press release with respect to the execution of this Agreement and the transactions contemplated hereby. Other than the foregoing, neither the Company nor the Purchaser, nor any of their respective Affiliates, shall issue any press release or other public announcement or communication (to the extent not previously publicly disclosed or made in accordance with this Agreement) with respect to the transactions contemplated hereby without the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed), except to the extent a party’s counsel deems such disclosure necessary in order to comply with any Law or the regulations or policies of any securities exchange or other similar regulatory body

(in which case the disclosing party shall give the other parties notice as promptly as is reasonably practicable of any required disclosure to the extent permitted by applicable Law), shall limit such disclosure to the information such counsel advises is required to comply with such Law or regulations, and if reasonably practicable, shall consult with the other party regarding such disclosure and give good faith consideration to any suggested changes to such disclosure from the other party. Notwithstanding anything to the contrary in this Section 4.10 , the Company may make public statements in response to specific questions by the press, analysts, investors or those attending industry conferences or financial analyst conference calls, so long as any such statements are not materially inconsistent with previous press releases, public disclosures or public statements made by the Purchaser or the Company.

Section 4.11 Waiver of Jury Trial . EACH OF THE COMPANY AND THE PURCHASER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 4.12 Further Assurances . From time to time, each party hereto shall execute and deliver to the other party hereto such additional documents and shall provide such additional information to such other party as such other party may reasonably require to carry out the terms of this Agreement. The Purchaser shall use commercially reasonable efforts to assist the Company in its filing referred to in Section 3.1(e)( i ) .

[The rest of this page has deliberately been left blank]

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute this Agreement as of the date first above written.


MAKEMYTRIP LIMITED

By:		/s/ Mohit Kabra
Name:		Mohit Kabra
Capacity:		Group Chief Financial Officer

CTRIP.COM INTERNATIONAL, LTD.

By:		/s/ Cindy Xiaofan Wang
Name:		Cindy Xiaofan Wang
Capacity:		Chief Financial Officer

[Signature Page to Share Purchase Agreement]

SCHEDULE A

HISTORICAL SUBSIDIARY

MakeMyTrip (India) Private Limited

SCHEDULE B

IBIBO GROUP MEMBERS

Ibibo Group Holdings (Singapore) Pte. Ltd.

Ibibo Group Private Limited

Exhibit 4.42

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is entered into as of , 2017 by and between MakeMyTrip Limited, a company incorporated under the laws of Mauritius (the “Company”) and the undersigned, a director and/or officer of the Company and/or a subsidiary of the Company (collectively, the “Group”), (“Indemnitee”).

RECITALS

1. The Company believes that it is essential to its best interests to attract and retain highly capable persons to serve as directors and officers of the Group.

2. Indemnitee is or has been selected to be a director or officer of the Group.

3. The Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of the Group.

4. In recognition of Indemnitee’s need for substantial protection against personal liability in order to enhance Indemnitee’s service to the Group, and in order to induce Indemnitee to provide or continue to provide services to the Group as a director or officer, the Board of Directors of the Company (the “Board”) wishes to provide in this Agreement for the indemnification and the advancing of expenses to Indemnitee, as set forth in this Agreement.

AGREEMENT

In consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

1. Definitions . The following terms shall have the meanings defined below:

Expenses shall include, without limitation, damages, liabilities, judgments, fines, penalties, settlements and costs, attorneys’ fees and disbursements and costs of attachment or similar bond and any other costs or expenses paid or incurred in connection with investigating, defending, being a witness in, participating in (including on appeal), or preparing for any Proceeding.

Indemnifiable Event means any event or occurrence that takes place either before or after the execution of this Agreement, related to the fact that Indemnitee is or was a director or an officer of the Group, or is or was serving at the request of the Group as a director or officer of another corporation, partnership, joint venture or other entity, or related to anything done or not done by Indemnitee in any such capacity, including (to the extent permitted by applicable law), but not limited to neglect, breach of duty (but excluding any liability in respect of any breach by a director of the Group of the duty under the Companies Act 2001 (as amended) of Mauritius to exercise his/her powers honestly, in good faith, in the best interests of the Group and for the respective purposes for which such powers are explicitly or impliedly conferred), error, misstatement, misleading statement or omission.

Participant means a person who is a party to, or witness or participant (including on appeal) in, a Proceeding.

Proceeding means any pending, threatened or completed action, suit, arbitration or proceeding, or any inquiry, hearing or investigation, whether civil, criminal, administrative, investigative or other, including appeal, in which Indemnitee may be or may have been involved as a party or otherwise by reason of an Indemnifiable Event.

2. Agreement to Indemnify .

2.1 General Agreement . In the event Indemnitee was, is, or becomes a Participant in, or is threatened to be made a Participant in, a Proceeding, the Company shall indemnify the Indemnitee from and against any and all Expenses which Indemnitee incurs or becomes obligated to incur in connection with such Proceeding, whether or not such Proceeding proceeds to judgment or is settled or is otherwise brought to a final disposition, to the fullest extent permitted by applicable law.

2.2 Indemnification of Expenses of Successful Party . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits in defense of any Proceeding or in defense of any claim, issue or matter in such Proceeding, the Company shall indemnify Indemnitee against all Expenses incurred in connection with such Proceeding or such claim, issue or matter, whether or not such Proceeding proceeds to judgment or is settled or is otherwise brought to a final disposition, as the case may be, offset by the amount of cash, if any, received by the Indemnitee resulting from his/her success therein.

2.3 Partial Indemnification . If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of Expenses, but not for the total amount of Expenses, the Company shall indemnify the Indemnitee for the portion of such Expenses to which Indemnitee is entitled.

2.4 Exclusions . Notwithstanding anything in this Agreement to the contrary, Indemnitee shall not be entitled to indemnification under this Agreement:

(a) to the extent that payment is actually made to Indemnitee under a valid, enforceable and collectible insurance policy;

(b) in connection with any Proceeding initiated by Indemnitee against the Company, any director or officer of the Group or any other party, and not by way of defense, unless (i) the Board has consented to the initiation of such Proceeding or, in the case of a Proceeding against any director or officer of the Group or any other party, the Company has joined in; or (ii) the Proceeding is one to enforce indemnification rights under this Agreement or any applicable law;

(c) brought about by the dishonesty or fraud of the Indemnitee seeking payment hereunder; provided, however, that the Company shall indemnify Indemnitee under this Agreement as to any claims upon which suit may be brought against him by reason of any alleged dishonesty on his/her part, unless a judgment or other final adjudication thereof adverse to the Indemnitee establishes that he/she committed (i) acts of active and deliberate dishonesty, (ii) with actual dishonest purpose and intent, and (iii) which acts were material to the cause of action so adjudicated; or

(d) to the extent such indemnification is prohibited by applicable law.

2.5 No Employment Rights . Nothing in this Agreement is intended to create in Indemnitee any right to continued employment with the Group.

2.6 Contribution .

(a) To the fullest extent permitted by applicable law, if the indemnification and/or hold harmless rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying or holding harmless Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, in connection with any Proceeding in such proportion as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and by the Indemnitee on the other hand from the transaction or events from which such Proceeding arose, and (ii) the relative fault of the Company on the one hand and the Indemnitee on the other hand in connection with the events which resulted in such amount being incurred by the Indemnitee.

(b) The Company hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

3. Indemnification Process .

3.1 Notice and Cooperation By Indemnitee . Indemnitee shall, as a condition precedent to his/her right to be indemnified under this Agreement, to the extent permitted by applicable law, give the Company notice in writing as soon as reasonably practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement, provided that the delay of Indemnitee to give notice hereunder shall not prejudice any of Indemnitee’s rights hereunder, unless such delay results in the Company’s forfeiture of material substantive rights or defenses. Notice to the Company shall be given in accordance with Section 6.7 below. If, at the time of receipt of such notice, the Company has directors’ and officers’ liability insurance policies in effect, the Company shall give prompt notice to its insurers of the Proceeding relating to the notice. The Company shall thereafter take all necessary and desirable action to cause such insurers to pay, on behalf of Indemnitee, all Expenses payable as a result of such Proceeding. In addition, Indemnitee shall give the Company such cooperation as the Company may reasonably request and the Company shall give the Indemnitee such cooperation as the Indemnitee may reasonably request, including providing any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee or the Company, as the case may be.

3.2 Indemnification Payment .

(a) Advancement of Expenses . Indemnitee may submit a written request with reasonable particulars to the Company requesting that the Company advance to Indemnitee all Expenses that may be reasonably incurred in advance by Indemnitee in connection with a Proceeding. The Company shall, subject to Section 3.2(c) below, within ten (10) business days of receiving such a written request by Indemnitee, advance all requested Expenses to Indemnitee. Any excess of the advanced Expenses over the actual Expenses will be repaid to the Company.

(b) Reimbursement of Expenses . To the extent Indemnitee has not requested any advanced payment of Expenses from the Company, Indemnitee shall be entitled to receive reimbursement for the Expenses incurred in connection with a Proceeding from the Company as soon as practicable and, in any event, within 30 business days after Indemnitee makes a written request to the Company for reimbursement unless the Company refers the indemnification request to the Reviewing Party in compliance with Section 3.2(c) below.

(c) Determination by the Reviewing Party . If the Company reasonably believes that it is not obligated under this Agreement to indemnify the Indemnitee, the Company shall, within 10 days after receiving the Indemnitee’s written request for an advancement or reimbursement of Expenses, notify the Indemnitee that the request for advancement of Expenses or reimbursement of Expenses will be submitted to the Reviewing Party (as hereinafter defined). The Reviewing Party shall make a determination on the request within 30 days after receiving from the Company the Indemnitee’s written request for an advancement or reimbursement of Expenses. Notwithstanding anything foregoing to the contrary, in the event the Reviewing Party informs the Company that Indemnitee is not entitled to indemnification in connection with a Proceeding under this Agreement or applicable law, the Company shall be entitled to be reimbursed by Indemnitee for all the Expenses previously advanced or otherwise paid to Indemnitee in connection with such Proceeding; provided, however, that Indemnitee may bring a suit to enforce his/her indemnification right in accordance with Section 3.2(d) below.

(d) Suit to Enforce Rights . Regardless of any action by the Reviewing Party, if Indemnitee has not received full indemnification within 30 days after making a written demand in accordance with Section 3.2(b) above or 50 days if the Company submits a request for advancement in accordance with Section 3.2(a) above or reimbursement to the Reviewing Party under Section 3.2(c) above, Indemnitee shall have the right to enforce its

indemnification rights under this Agreement by commencing litigation in any court of competent jurisdiction seeking a determination by the court or challenging any determination by the Reviewing Party or with respect to any breach in any aspect of this Agreement. Any determination by the Reviewing Party not challenged by Indemnitee and any judgment entered by the court shall be binding on the Company and Indemnitee.

(e) Assumption of Defense . In the event the Company is obligated under this Agreement to advance or bear any Expenses for any Proceeding against Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee, upon delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding, unless (i) the employment of counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee shall have reasonably concluded, based on written advice of counsel, that there may be a conflict of interest of such counsel retained by the Company between the Company and Indemnitee in the conduct of any such defense, or (iii) the Company ceases or terminates the employment of such counsel with respect to the defense of such Proceeding, in any of which events the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. At all times, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s expense.

(f) Burden of Proof and Presumptions . Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Company shall have the burden of proof to overcome that presumption in reaching any contrary determination.

(g) No Settlement Without Consent . Neither party to this Agreement shall settle any Proceeding in any manner that would impose any damage, loss, penalty or limitation on Indemnitee without the other party’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement.

(h) Company Participation . Subject to Section 2.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

(i) Reviewing Party .

(i) For purposes of this Agreement, the Reviewing Party with respect to each indemnification request of Indemnitee that is referred by the Company pursuant to Section 3.2(c) above shall be (A) the Board by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee. If the Reviewing Party determines that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel or member of the Board shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee’s entitlement to indemnification. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(ii) If the determination of entitlement to indemnification is to be made by Independent Counsel, the Independent Counsel shall be selected as provided in this Section 3.2(i)(ii). The Independent Counsel shall be

selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the proceeding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 3.2(i)(iv) of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting under this Agreement, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 3.2(i)(iii), regardless of the manner in which such Independent Counsel was selected or appointed.

(iii) In making a determination with respect to entitlement to indemnification hereunder, the Reviewing Party shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with this Agreement, and the Company shall have the burden of proof to overcome that presumption if there is any determination made by any person, persons or entity contrary to that presumption. The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement (with or without court approval), conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his/her conduct was unlawful. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Group and any other corporation, partnership, joint venture or other entity of which Indemnitee is or was serving at the written request of the Group as a director, officer, employee, agent or fiduciary, including financial statements, or on information supplied to Indemnitee by the officers and directors of the Group or such other corporation, partnership, joint venture or other entity in the course of their duties, or on the advice of legal counsel for the Company or such other corporation, partnership, joint venture or other entity or on information or records given or reports made to the Group or such other corporation, partnership, joint venture or other entity by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or such other corporation, partnership, joint venture or other entity. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Group or such other corporation, partnership, joint venture or other entity shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. The provisions of this Section 3.2(i)(ii) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(iv) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

4. Director and Officer Liability Insurance .

4.1 Good Faith Determination . The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the officers and directors of the Group with coverage for losses incurred in connection with their services to the Group or to ensure the Company’s performance of its indemnification obligations under this Agreement.

4.2 Coverage of Indemnitee . Indemnitee shall be covered under this Agreement to the fullest extent permitted by applicable law and as set forth in this Agreement. In addition, to the extent the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, Indemnitee shall also be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the Group’s directors or officers under such insurance policy or policies.

4.3 No Obligation . Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain any director and officer insurance policy if the Company determines in good faith that such insurance is not reasonably available in the case that (i) premium costs for such insurance are disproportionate to the amount of coverage provided, or (ii) the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit.

5. Non-Exclusivity; Federal Preemption; Term .

5.1 Non -Exclusivity . The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the Company’s constitution, as may be amended from time to time (the “Constitution”), the organizational documents of any other member of the Group (together with the Constitution, the “Organizational Documents”), applicable law or any written agreement between Indemnitee and any member of the Group. The indemnification provided under this Agreement shall continue to be available to Indemnitee for any action taken or not taken while serving in an indemnified capacity even though he/she may have ceased to serve in any such capacity at the time of any Proceeding. To the extent that a change in the laws of the Mauritius permits greater indemnification by agreement than would be afforded under the Organizational Documents or this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.

5.2 Federal Preemption . Notwithstanding the foregoing, both the Company and Indemnitee acknowledge that in certain instances, U.S. federal law or public policy may override applicable law and prohibit the Company from indemnifying its directors and officers under this Agreement or otherwise. Such instances include, but are not limited to, the U.S. Securities and Exchange Commission’s (the “SEC”) prohibition on indemnification for liabilities arising under certain U.S. federal securities laws. Indemnitee understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify Indemnitee.

5.3 Duration of Agreement . All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an officer and/or a director of the Group (or is or was serving at the request of the Group as a director, officer, employee or agent of another corporation, partnership, joint venture,

trust or other enterprise) and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding by reason of his/her former or current capacity at the Group or any other enterprise at the Group’s request, whether or not he/she is acting or serving in any such capacity at the time any Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall continue in effect regardless of whether Indemnitee continues to serve as an officer and/or a director of the Group or any other enterprise at the Group’s request.

6. Miscellaneous .

6.1 Amendment of this Agreement . No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall operate as a waiver of any other provisions (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided in this Agreement, no failure to exercise or any delay in exercising any right or remedy shall constitute a waiver.

6.2 Subrogation . In the event of payment to Indemnitee by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the Company to bring suit to enforce such rights.

6.3 Assignment; Binding Effect . Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either party hereto without the prior written consent of the other party; except that the Company may, without such consent, assign all such rights and obligations to a successor in interest to the Company which assumes all obligations of the Company under this Agreement. Notwithstanding the foregoing, this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against the parties hereto and the Company’s successors (including any direct or indirect successor by purchase, merger, consolidation, or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, as well as Indemnitee’s spouses, heirs, and personal and legal representatives, to the extent permitted by applicable laws.

6.4 Severability and Construction . Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to a court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. In addition, if any portion of this Agreement shall be held by a court of competent jurisdiction to be invalid, void, or otherwise unenforceable, the remaining provisions shall remain enforceable to the fullest extent permitted by applicable law. The parties hereto acknowledge that they each have opportunities to have their respective counsels review this Agreement. Accordingly, this Agreement shall be deemed to be the product of both of the parties hereto, and no ambiguity shall be construed in favor of or against either of the parties hereto.

6.5 Counterparts . This Agreement may be executed in two counterparts, both of which taken together shall constitute one instrument.

6.6 Governing Law . This agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York, U.S.A., without giving effect to conflicts of law provisions thereof.

6.7 Notices . All notices, demands, and other communications required or permitted under this Agreement shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed via postage prepaid, certified or registered mail, return receipt requested, or by email and addressed to the Company at:

MakeMyTrip Limited

Tower A, S P Infocity, Plot No. 243

Udyog Vihar Phase 1

Gurgaon- 122 016

Haryana, India

Fax: +91 124 439 5100

Attention: Chief Financial Officer

Email: groupcfo@makemytrip.com

and to Indemnitee at his/her address last known to the Company.

6.8 Entire Agreement . This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the date first written above.

Exhibit 4.47

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LEASE DEED THIS LEASE DEED is made at Gurgaon on this day of BETWEEN DLF Cyber City Developers Limited, a company incorporated under the Companies Act, 1956 (including any statutory modification or re-enactment thereof) and having its registered office at l0th Floor, DLF Gateway Tower, ‘R’ Block, DLF City Phase-III, Gurgaon-122002, (hereinafter referred to as ‘THE LESSOR’ which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors, transferees, nominees and assigns) acting through its authorized signatory/ies, Mr. Nishant Banerjee and Mr. R.P. Punjan duly authorized vide board resolution dated 2.11.2015 of the First Part. AND** M/s, a partnership firm duly registered under the Indian Partnership Act, 1932 / a limited liability partnership firm duly registered under the Limited Liability Partnership Act, 2008 and having its office at through its partner(s) namely Shri/ Smt (hereinafter referred to as ‘THE LESSEE’ which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors) having Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN), acting through its signatory, Mr. duly authorized vide resolution / power of attorney / letter of authority dated of the Second Part.** M/s MakeMyTrip (India) Pvt. Ltd., a company incorporated under the Companies Act, 1956 / Companies Act, 2013 (including any statutory modification or re-enactment thereof) and having its registered office at and head office / corporate office at (hereinafter referred tp as ‘THE LESSEE’ which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors) having Permanent Account Number (PAN) AADCM5146R and Tax Deduction and Collection Account Number (TAN) DELM09144C, acting through its authorized signatory, Mr. Mohit Kabra duly authorized vide board resolution / power of attorney dated 21.11.2016 of the Second Part. -1 -

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**Ms./ Mr. s/o d/o w/o r/o sole proprietor of M/s having its office at (hereafter referred to as ‘THE LESSEE’), having Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) of the Second Part. (**Delete whichever is not applicable) (Both THE LESSOR and THE LESSEE, wherever the context permits, are collectively referred to as the” Parties” and individually as the “Party”) WHEREAS: A. THE LESSOR has constructed / is constructing / will be constructing Said Building in Said Complex on Said Plot and is competent to lease whole or any part of Said Building. B. THE LESSEE has approached THE LESSOR to take Demised Premises on Lease and THE LESSOR has agreed to grant Demised Premises on Lease to THE LESSEE. C. After due inspection and verification of Said Plot, Said Complex, Said Building and Demised Premises and also all approvals and sanctions including approved building plans, documents relating to title, competency and all other relevant details, THE LESSEE is satisfied in all respects with regard to right, title, authority and competency of THE LESSOR to enter into this Lease Deed. D. THE LESSEE has represented to THE LESSOR that it shall carry out, implement and execute all interior fit-out works in Demised Premises in accordance with Laws; guideline(s) issued by THE LESSOR and / or nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies)/ third party service provider(s); and approval(s) granted by Governmental Authority from time to time for carrying out such interior fit-out works. E. THE LESSEE has further represented to THE LESSOR that it shall obtain / has obtained Governmental Approval which may be necessary for commencement of / carrying on of its business operations in Demised Premises and that THE LESSEE shall be solely responsible and liable for all consequences including claims, damages, penalties, levies, fines, impositions etc. arising out of non-compliance thereof or for any action by Governmental Authority. F. THE LESSEE has further represented to THE LESSOR that it shall be responsible for compliance of Laws and shall perform all of its obligations under this Lease Deed including obtaining and abiding by Governmental Approval required to be observed / performed by THE LESSEE under Laws and that THE LESSOR shall not be liable in any manner towards any claims, damages, penalties, levies, fines, impositions etc. or for any action by Governmental Authority or any other liability arising due to any non-compliance of Laws and non- fulfillment of any obligations by THE LESSEE and that THE LESSEE shall keep THE LESSOR indemnified on these accounts at all times. G. THE LESSEE has further represented to THE LESSOR that it shall always comply with Laws relating to fire and safety in Demised Premises and in Said Building / Said Complex to the extent applicable to THE LESSEE and that THE LESSEE shall be wholly responsible for any / all losses or damages to THE LESSOR and / or to other occupants of Said Building / Said Complex, to the extent applicable to THE LESSEE, due to violation of any fire and safety compliances by THE LESSEE and I or its employees, agents, vendors, visitors, service providers etc. THE LESSOR shall not be liable in any manner for any consequences including claims, damages, penalties, levies, fines, impositions etc. or for any action by Governmental Authority or any other liability arising due to any non-compliance of Laws and / or non- fulfillment of any obligations relating to fire and safety by THE LESSEE and that THE LESSEE shall keep THE LESSOR indemnified on this account at all times. H. Upon assurances and representations of THE LESSEE that it shall strictly abide by the covenants contained in this Lease Deed and has Governmental Approval for occupation, commencement and continuation of business operations from Demised Premises, THE - 2 -

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LESSOR in good faith believing all representations of THE LESSEE to be true has agreed to give Demised Premises on Lease to THE LESSEE, on the terms and conditions contained herein. I. THE LESSEE confirms that it is executing this Lease Deed with full knowledge of Laws in respect of Said Plot / Said Complex / Said Building / Demised Premises. J. In consideration of THE LESSEE having agreed to comply with the terms and conditions contained in this Lease Deed including to pay to THE LESSOR Monthly Rent and all other charges under this Lease Deed, THE LESSOR has agreed to enter into this Lease Deed with THE LESSEE. NOW THEREFORE IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION: l(A) DEFINITIONS: In this Lease Deed, unless the context otherwise requires, the following terms shall have the following meanings: “Car Parking Charges’’ shall mean the charges collectively payable for car parking spaces and additional car parking spaces (if any), as provided in Annexure C-I. “Demised Premises” shall mean premises in Said Building as more fully described and detailed as per Annexures T-J and T-II having Gross Leasable Area, as provided in Annexure C-I. “DPI Rate” shall mean the rate of interest provided in Annexure C-I payable by THE LESSEE on all delayed payments / reimbursements. ‘‘Due Date” shall mean 1st day of each calendar month or such other date as is mentioned in the invoice / demand notice. “Extra Hour Charges” shall mean the charges for extra hours beyond the normal business hours, as provided in Annexure C-I. “Facade Signage” shall mean such signage, as provided in Annexure C-I, indicating the name or logo of THE LESSEE. “Facade Signage Charges” shall mean the annual charges payable by THE LESSEE for putting up Facade Signage, as provided in Annexure C-L “Governmental Approval” shall mean any and all requisite authorizations, approvals, consents, licenses, sanctions, permissions, permits etc. from Governmental Authority. “Governmental Authority” means any government, any state or political subdivision thereof, any statutory authority, any entity exercising executive, legislative, judicial, quasi-judicial, regulatory or administrative functions of or pertaining to governance or any government department, any government authority, agency, department, commission, board, municipal authority or instrumentality or any political subdivision thereof; any court, tribunal or arbitrator(s) of competent jurisdiction or any other law / rule / regulation making entity, having jurisdiction over the Parties or the arrangement under this Lease Deed. “Gross Leasable Area” shall have the meaning ascribed to the term in Annexure T-I. “lFRMSD” shall mean the interest free refundable maintenance security deposit, as provided in Annexure C-I. “lFRSD” shall mean the interest free refundable security deposit, as provided in Annexure C-I. - 3 -

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“IFRUSD” shall have the meaning ascribed to the term in clause 5.3 and as provided in Annexure C-I . “IPR” shall mean intellectual property rights collectively including all trade names, trademarks, service marks, brand names, logos, symbols, proprietary marks, etc. “laws” shall mean any and all applicable laws, central laws, state laws or local laws, including any amendment or re-enactment thereof; by-laws including building by-laws and rules; central, state & local fire prevention and fire safety laws; rules; regulations; orders; ordinances; protocols; codes including National Building Code; specifications including Bureau of Indian Standards Specifications, standards, guidelines, policies, notices, directions; judgments, decrees, orders; directives of Governmental Authority or person acting under the authority of Governmental Authority, whether in effect at the time of entering into the arrangement under this Lease Deed or thereafter. “lease” shall mean the lease in respect of Demised Premises for lease Term in accordance with the terms and conditions contained herein. “Lease Commencement Date” shall mean the date of commencement of lease Term, as provided in Annexure C-I. “Lease Deed” shall mean this lease deed executed between THE LESSOR and THE LESSEE and shall include all the annexures thereto and any and all amendments / modifications made to this lease deed from time to time. “lease Renewal Term” shall mean such further term(s) from the expiry of Lease Term as provided in Annexure C-I. “Lease Term” shall mean such period from lease Commencement Date as provided in Annexure C-I. “Lock-in period’’ shall mean such period from Lease Commencement Date as provided in Annexure C-I. “LOI” shall mean the letter of intent executed in respect of leasing of Demised Premises, as provided in Annexure C-I. “Maintenance Charges” shall mean the monthly charges towards the maintenance services, as provided in Annexure C-I. “Monthly Rent” shall mean the monthly rent payable in respect of Demised Premises, as provided in Annexure C-I. “Notice Period” shall mean notice period as provided in Annexure C-I. “Other Miscellaneous Charges” shall mean the charges as applicable and as provided in Annexure C-I. “Power load” shall mean the power load as provided in Annexure C-I. “Property” shall collectively mean Said Plot, Said Complex and Said Building. “Rent Commencement Date” shall mean the date for commencement of payment of Monthly Rent, as provided in Annexure C-I. “Said Building” shall mean such block(s) / tower(s) of Said Complex as provided in Annexure C-I. “Said Complex’’ shall mean the complex constructed on a part of Said Plot, as provided in Annexure C-I. “Said Plot” shall mean the parcels of land in sectors 24, 25 & 25A, Gurgaon for which license(s) for development of Cyber City have been granted by Governmental Authority. - 4 -

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“Security Deposits” shall collectively mean IFRSD, IFRMSD and IFRUSD. “Taxes for Demised Premises” shall mean collectively any and all taxes, duties, charges, cesses, levies etc. on Property as may be levied prospectively and / or retrospectively by Governmental Authority calculated prorata of Gross Leasable Area of Demised Premises to the gross leasable area of Property as well as payable / reimbursable in respect of the car parking spaces. “TDS” shall mean the tax deducted at source at the applicable rates as per the Income Tax Act, 1961 and the rules framed thereunder or any other tax of similar nature, including withholding tax, under any other statute, as may be applicable to the sums payable by THE LESSEE to THE LESSOR from time to time in terms of this Lease Deed. “Use and Occupation Charges” shall mean the amount payable on a daily basis for each day of occupation beyond termination / expiry of this Lease Deed, as provided in Annexure C-I. 1. (B) INTERPRETATION: 1.1 In the interpretation of this lease Deed including the recitals and annexures, unless the context or subject matter otherwise requires: (a) the singular includes the plural and vice versa and in particular (but without limiting the generality of the foregoing) any word or expression defined in the singular shall have a corresponding meaning if used in the plural and vice versa; (b) a reference to any gender includes the other gender; (c) a reference to any agreement, deed or other instrument (including, without Limitation, references to this lease Deed) includes the same as varied, amended, supplemented, restated, novated, renewed, extended or replaced from time to time; (d) a reference to any statutory provision or to any statute or Laws includes any modification, amendment or re-enactment of any statutory provision, statute or laws and I or all statutory instruments or notifications issued under such statutory provision, statute or Laws; (e) where a word or phrase has a defined meaning, any other part of speech or grammatical form in respect of the word or phrase has a corresponding meaning; and (f) a reference to a clause or annexure is a reference to the relevant clause of or annexure to this Lease Deed. 1.2 In this Lease Deed, headings are for the convenience of reference only and shall not affect the interpretation of clauses in this Lease Deed or its annexures. 2. DEMISED PREMISES: THE LESSOR hereby agrees to grant Demised Premises on Lease to THE LESSEE and THE LESSEE agrees to take Demised Premises on Lease from THE LESSOR for Lease Term. During Lease Term, THE LESSEE shall have the right to use car parking spaces, as provided in Annexure T-III, in terms of this Lease Deed. Further, THE LESSEE shall also have the right to use the common areas, facilities and amenities including areas in the basement / stilt reserved for ingress / egress and common circulation in Said Building / Said Complex / Said Plot along with other lessees / occupants in Said Building / Said Complex, as per terms and conditions of this Lease Deed. THE LESSEE agrees and undertakes that it shall only conduct the business from Demised Premises which is in accordance with Laws and the license(s) by Governmental Authority in respect of Said Plot. - 5 -

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3. LEASE TERM: Unless earlier terminated in accordance with the terms of this Lease Deed, Lease shall be valid (or Lease Term. 4. MONTHLY RENT: 4.1 From Rent Commencement Date, THE LESSEE shall pay Monthly Rent to THE LESSOR or its nominee(s) / assign(s) by cheque / bank draft / wire transfer [in accordance with the electronic clearance system (ECS) form annexed as Annexure C-III of this Lease Deed]. 4.2 Monthly Rent shall be payable in advance for each calendar month and shall be paid by Due Date. 4.3 All taxes / duties / charges / cesses / levies etc. as applicable from time to time, on Monthly Rent including but not limited to service tax, goods and services tax (GST) ) (as & when applicable) shall be payable by THE LESSEE in addition to Monthly Rent. 4.4 Payment of Monthly Rent is subject to deduction of TDS, provided that THE LESSEE shall provide the relevant certificate of TDS to THE LESSOR in accordance with the provisions of the Income Tax Act, 1961 and the rules framed thereunder. If THE LESSEE does not deposit TDS to Governmental Authority on time or fails to provide TDS certificate on time and THE LESSOR has to pay such amount to Governmental Authority, then THE LESSOR shall be entitled to collect / adjust the amount deducted as TDS, from THE LESSEE along with the interest and penalties etc. payable to Governmental Authority. In addition THE LESSEE shall also be liable to pay the interest at DPI Rate on such payments made by THE LESSOR to Governmental Authority from such date of payment till its realization from THE LESSEE. In such an event, THE LESSEE shall alone be liable for all actions and liabilities under the Income Tax Act, 1961 and the rules framed thereunder. THE LESSEE shall keep THE LESSOR indemnified in all respects against all consequences including claims, damages, penalties, levies, fines, impositions etc. or for any action by Governmental Authority. 4.5 Notwithstanding other rights of THE LESSOR, all delayed payments under this Lease Deed shall carry an interest, at DPI Rate, from Due Date till the date the payments are realized by THE LESSOR. 5. SECURITY DEPOSITS: 5.1 Interest Free Refundable Security Deposit (IFRSD): 5.1.1 During Lease Term and Lease Renewal Term, if any, THE LESSEE shall pay and always maintain with THE LESSOR, IFRSD as per details given in Annexure C-I. 5.1.2 The aforesaid IFRSD shall automatically stand proportionately increased and payable upon escalation in Monthly Rent, as provided in Annexure C-I and shall be paid by THE LESSEE to THE LESSOR on or before such escalation. 5.2 Interest Free Refundable Maintenance Security Deposit (IFRMSD): During Lease Term and Lease Renewal Term, if any, THE LESSEE shall pay and always maintain with THE LESSOR or its nominee(s) / assign(s), IFRMSD as per details given in Annexure C-I. 5.3 Interest Free Refundable Utilities Security Deposit (IFRUSD): During Lease Term and Lease Renewal Term, if any, THE LESSEE shall pay and always maintain with THE LESSOR or its nominee(s) / assign(s), the interest free refundable utilities security deposit including the amount towards power / additional power load and towards meters installed for recording the consumption of power, power back up and air handling unit (“AHU”) electrical usage as per details given in Annexure C-I (“IFRUSD”). - 6 -

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5.4 Refund of Security Deposits: Security Deposits shall be the amounts kept with THE LESSOR or its nominee(s) / assign(s) to secure the due performance of obligations including payments of all dues by THE LESSEE under this Lease Deed. THE LESSOR shall be entitled, at any time, to utilize and make deduction(s) from Security Deposits of amount(s), which in the opinion of THE LESSOR, is are equivalent to the outstanding dues of THE LESSEE in accordance with the terms of this Lease Deed or for making good any loss or damage caused or permitted to be caused to THE LESSOR or Demised Premises by THE LESSEE. THE LESSEE shall be required to forthwith. replenish Security Deposits to the full amount upon any deduction(s) made by THE LESSOR under any provision of this Lease Deed. THE LESSOR shall provide to THE LESSEE the statement of the outstanding dues payable by THE LESSEE, if any, and other estimated charges payable under this Lease Deed, supported with relevant documents, five (05) days prior to the expiry of lease Term I Lease Renewal Term, if any, and THE LESSEE undertakes to pay the aforesaid amounts not later than the date of expiry / earlier termination of this Lease Deed and provide TDS certificates within the requisite time period as provided under the Income Tax Act, 1961 and the rules framed thereunder. Upon expiry I earlier termination of this lease Deed and upon THE LESSEE surrendering peaceful, vacant and physical possession of Demised Premises in as good condition as it was in at the time when THE LESSEE was handed over Demised Premises for interior fit out works (reasonable wear and tear excepted), subject to THE LESSEE making payment of any and all outstanding dues, penalties, claims for damages (if any) under this Lease Deed or lease Renewal Term, if any, separately to THE LESSOR, THE LESSOR or its nominee(s) / assign(s) shall refund Security Deposits as mentioned above to THE LESSEE, without any interest thereon. However, such refund shall be subject to adjustment or deduction of dues with respect to TDS (if any) and outstanding dues, penalties, claims for damages (if any) under this Lease Deed if the same are not paid by THE LESSEE. 6. TAXES FOR DEMISED PREMISES: 6. In addition to the payments mentioned elsewhere in this Lease Deed, Taxes for Demised Premises are payable I reimbursable by THE LESSEE on demand by THE LESSOR. 6.2 Taxes for Demised Premises as presently levied and all increases and I or fresh impositions thereof as levied both prospectively and retrospectively shall be payable I reimbursable by THE LESSEE from Lease Commencement Date till Demised Premises are occupied by THE LESSEE or Notice Period or Lock-in period, whichever is later, as applicable. 6.3 Taxes for Demised Premises shall be paid I reimbursed by THE LESSEE to THE LESSOR, within seven (7) days of the date of invoice I demand raised/ made by THE LESSOR, giving details thereof. 6.4 Any penalties I interest arising due to delayed payments by THE LESSEE shall be solely to THE LESSEE’s account. Similarly, any penalties arising due to delayed payments by THE LESSOR shall be solely to THE LESSOR’s account. 7. MAINTENANCE SERVICES/MAINTENANCE CHARGES: 7.1 THE LESSEE acknowledges and agrees that the maintenance service(s) for Said Plot I Said Complex / Said Building, as set out in Annexure T-IV to this lease Deed, are specialized services and the nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies)/ third party service provider(s) engaged by THE LESSOR for providing such specialized service(s) is having the requisite infrastructure and expertise for the same. THE LESSEE further understands that such nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies)/ third party service provider(s), engaged by THE LESSOR, shall be responsible and accountable for provision of the maintenance - 7 -

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service(s). Maintenance Charges for the maintenance services shall be calculated prorata of Gross Leasable Area of Demised Premises to the gross leasable area of Property. 7.2 Maintenance Charges shall be payable from Lease Commencement Date for each calendar month as per the terms and conditions of this Lease Deed and shall be paid by Due Date. The estimated Maintenance Charges shall be intimated to THE LESSEE in the beginning of each financial year and paid to THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s), in advance for each month, as per the bill(s) / invoice(s) raised by THE LESSOR or nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s). 7.3 Payment of Maintenance Charges is subject to deduction of TDS, provided that THE LESSEE shall provide the relevant certificate of TDS to THE LESSOR, in accordance with the provisions of the Income Tax Act, 1961 and the rules framed thereunder. If THE LESSEE does not deposit TDS to Governmental Authority on time or fails to provide TDS certificate on time and THE LESSOR has to pay such amount to Governmental Authority, then THE LESSOR shall be entitled to collect / adjust the amount deducted as TDS, from THE LESSEE along with the interest and penalties etc. payable to Governmental Authority. In addition THE LESSEE shall also be liable to pay the interest at DPI Rate on such payments made by THE LESSOR to Governmental Authority from such date of payment till its realization from THE LESSEE. In such an event, THE LESSEE shall alone be liable for all action and liabilities under the Income Tax Act, 1961 and the rules framed thereunder. THE LESSEE shall keep THE LESSOR indemnified in all respects against all consequences including claims, damages, penalties, levies, fines, impositions etc. or for any action by Governmental Authority. 7.4 All taxes / duties / charges / cesses / levies etc. as applicable from time to time on Maintenance Charges including but not limited to service tax, goods and service tax (GST) (as & when applicable) shall be payable by THE LESSEE in addition to Maintenance Charges. 7.5 Maintenance Charges as specified in this Lease Deed are subject to increase / decrease of prices of diesel, gas, petroleum products and other consumables, electricity rates, taxes, wages and salaries, cost of annual maintenance contracts of lifts, DGs, HVAC supplies, transformers, panels etc. during Lease Term and Lease Renewal Term, if any, and any increase / decrease in estimated Maintenance Charges shall be intimated to THE LESSEE by THE LESSOR, as and when applicable. 7.6 After completion of a financial year (i.e. from 1st April of a calendar year to 31st March of the next calendar year), THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies)/ third party service provider(s) will provide THE LESSEE, within a reasonable time period, a certificate of charges / expenses / expenditure towards Maintenance Charges incurred during such financial year from a third party auditor appointed by THE LESSOR. Any under-recovery by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) shall become payable by THE LESSEE to THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s)/ appointed agency(ies) / third party service provider(s) and any over recovery by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) shall become refundable by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) I appointed agency(ies) I third party service provider(s) to THE LESSEE. Any under-recovery by THE LESSOR shall be recovered by raising the invoice I demand in this regard. Any refund to THE LESSEE on account of over-recovery shall be refunded / adjusted within thirty (30) days of providing such third party auditor certificate and issuance of credit I debit note (as applicable). 8. CAR PARKING SPACES: 8.1 Car parking spaces may be provided in basement(s) / stilt and / or on surface in Said Building I Said Complex / Said Plot, the charges for which are detailed in Annexure C-I of - 8 -

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this Lease Deed. Any additional car parking spaces shall be provided, subject to availability, on terms, conditions and charges as applicable from time to time. 8.2 Car Parking Charges shall be payable in advance for each calendar month from such date as provided in Annexure C-I as per the terms and conditions of this Lease Deed and shall be paid by Due Date. 8.3 The car parking spaces shall only be used for parking vehicles other than heavy motor vehicles and in accordance with laws. THE LESSEE agrees and undertakes that it shall not use car parking spaces for storage or any purpose other than as mentioned hereinbefore. 8.4 All taxes / duties / charges / cesses /levies etc. as applicable from time to time on Car Parking Charges including but not limited to service tax, goods and services tax (GST) (as & when applicable) shall be payable by THE LESSEE in addition to Car Parking Charges. 8.5 THE LESSEE shall ensure that its employees, agents, representatives, etc. shall not (a) make any obstruction on any car parking space; (b) keep any combustible / inflammable or / and explosive material in any vehicle or otherwise in car parking spaces; (c) use the area for any illegal or immoral activity; and / or (d) without prior written consent of THE LESSOR keep or leave any vehicle in the car parking spaces beyond normal business hours as provided in Annexure C-I. 8.6 THE LESSEE shall use the spaces earmarked for parking the vehicles transporting goods to or from Said Building for the said purpose only and the same shall be in accordance with the guidelines prescribed by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) I appointed agency(ies) / third party service provider(s) from time to time including the guidelines for use of designated areas in which such vehicles may be parked for the limited purpose of loading and unloading as well as route and timing that such vehicles must follow. THE LESSEE agrees to abide by such guidelines and shall furnish to THE LESSOR the registration numbers and other details of the vehicles being used for the purpose as mentioned hereinbefore. 9. ELECTRICITY / WATER / POWER AND POWER BACK-UP CHARGES / OTHER MISCELLANEOUS CHARGES: 9.1 THE LESSOR or ‘its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) shall, subject to the payment of the applicable charges as specified and non-occurrence of any force majeure event, supply and maintain regular supply of electricity, water, power and power back-up to Demised Premises. 9.2 The electricity, power and power back-up for Said Plot / Said Complex / Said Building / Demised Premises will be provided by grid I utility companies / other power providers / other power sources, including but not limited to generator sets, the charges of which will be as per Annexure C-1. 9.3 The charges for consumption of water in the Demised Premises shall be payable by THE LESSEE as per Annexure C-1. 9.4 Separate meters, wherever applicable, may be installed by THE LESSOR for recording the consumption of power, power back up and air handling unit (“AHU”) electrical usage, in Demised Premises. The cost for such meters, as provided in Annexure C-I, if applicable, shall be payable by THE LESSEE as a onetime non-refundable cost. Alternatively, the monthly meter hire charges, wherever applicable, as provided in Annexure C-I shall be payable by THE LESSEE additionally. 9.5 The bills for such charges shall be raised by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) as per the meter reading and shall be payable by THE LESSEE by Due Date. 9.6 Any additional power load required by THE LESSEE shall be provided subject to availability and on payment as detailed in Annexure C-I. Any cost towards additional - 9 -

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infrastructure required for supply of additional power load shall be borne by THE LESSEE at cost + 20% basis. 9.7 The Other Miscellaneous Charges, as applicable, shall be payable by THE LESSEE to THE LESSOR by Due Date as and when demanded by THE LESSOR. 9.8 THE LESSEE shall make the payment of such charges / deposit as may be demanded by the grid / utility companies / other power providers / other power suppliers from time to time and these shall be additionally payable by THE LESSEE on the basis of proportionate electricity load provided to Demised Premises. 10. ELECTRICITY / POWER LOAD: 10.1 THE LESSEE shall plan and distribute its electricity / power load in Demised Premises in conformity with the electrical systems / power systems installed by THE LESSOR, as per comments given by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) on drawings / documents of THE LESSEE’s interior fit -out works. 10.2 Any modifications, additions, alterations in electrical systems / power systems / other systems already installed in Demised Premises / Said Building, if required and feasible as assessed by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) in line with the base building design, will be done by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) and payable by THE LESSEE calculated at 1.2 times of actual costs / expenses incurred by THE LESSOR. Such costs / expenses shall be payable / reimbursable by THE LESSEE to THE LESSOR by Due Date as and when demanded by THE LESSOR. 11.SIGNAGES: 11.1 Facade Signage: 11.1.1 Subject to availability and subject to THE LESSEE seeking prior written permission, THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) may allow THE LESSEE to put Facade Signage at such location / space which may be earmarked for the purpose. The size, specification, location, aesthetics etc. of Facade Signage shall be approved by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) before its installation. 11.1.2 Facade Signage Charges shall be payable by THE LESSEE to THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) in advance from Lease Commencement Date or from the date Facade Signage is taken by THE LESSEE, whichever is later. 11.1.3 There shall be no refund / adjustment of such Facade Signage Charges on expiry of Lease and / or any earlier termination thereof and / or surrender of Facade Signage during lease Term and / or lease Renewal Term,, if any. 11.1.4 Facade Signage Charges shall escalate together with and as per escalation in Monthly Rent as provided in Annexure C-I. 11.2 Other signage(s): Subject to availability and subject to THE LESSEE seeking prior written permission, THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) may allow THE LESSEE to put directional signage / name / logo at such location / space which may be earmarked for the purpose. The size, specification, location, aesthetics etc. of the directional signage / name / logo shall be approved by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) before its installation. - 10 -

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11.3 THE LESSEE agrees and authorizes THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) to display the trademark / tradename / design / logo / signage of THE LESSEE at any place for promotional activities, promotional material, building directory I occupant’s directory / complex directory etc. through electronic / non-electronic media. 11.4 Display of multimedia / visual format: THE LESSEE acknowledges and agrees that THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s)/ appointed agency(ies) / third party service provider(s) have the right to install posters, banners, contra-visions and other displays of any multimedia / visual format in the common areas and basements including but not limited to lift lobbies, atrium(s), lifts, outer glass facade , curtain walls, external walls, terraces etc. of Said Building / Said Complex and that THE LESSEE has no right to object to any such installation by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s). 11.5 All taxes including but not limited to service tax, municipal taxes, duties, rates, cesses, costs, penalties and charges relating to Facade Signage and other signage(s), payable to Governmental Authority from time to time, shall be borne by THE LESSEE alone and paid directly to Governmental Authority and shall be in addition to Facade Signage Charges payable by THE LESSEE to THE LESSOR. 11.6 Display of Facade Signage(s) / other signage(s) by THE LESSEE shall be subject to Laws and THE LESSEE shall before installing Facade Signage(s) / other signage(s), obtain Governmental Approval, and provide a copy of the same to THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider{s). Such permission shall always be kept valid and subsisting till the time such Facade Signage(s) / other signage(s) is displayed by THE LESSEE. 11.7 The permission of THE LESSOR shall in no event be construed to be waiver of the obligation of THE LESSEE to obtain Governmental Approval for installation and display of Facade Signage(s) / other signage(s). 11..8 THE LESSEE shall take all requisite steps and precautions during the installation, maintenance and display of Facade Signage(s) / other signage(s) and shall be solely responsible for all compliances under laws. THE LESSEE shall keep THE LESSOR indemnified in all respects against any losses, damages, costs, claims, etc in this regard. 12. NAMING RIGHTS: 12.1 THE LESSOR reserves the naming rights of Said Building / Said Complex. 12.2 THE LESSEE shall use such name of Said Building I Said Complex in the business addresses for all purposes as is determined by THE LESSOR. 12.3 THE LESSEE shall not raise any objection if THE LESSOR changes the name of Said Building / Said Complex at any time as THE LESSOR may deem fit. 13. TERRACE AREA: THE LESSOR may provide, on the request of THE LESSEE, such space on the terrace of Said Building on non-exclusive basis, as provided in Annexure C-1, for putting up their VSAT antenna or other communication equipments only, on payment of charges as provided in Annexure C-l of this Lease Deed. Such equipments shall be installed at the aforesaid space by THE LESSEE in consultation with THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s). The cost of such installation, maintenance, approvals, permissions and removal shall be borne by THE LESSEE. THE LESSEE acknowledges and agrees that provision of any space to THE LESSEE on the terrace shall not amount to any right in terrace. The terrace of Said Building remains the exclusive property of THE LESSOR. - 11 -

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14. COMMON AREAS AND FACILITIES: 14.1 THE LESSEE is entitled to use the common areas and facilities within Said Building / Said Complex / Said Plot, as available, subject to timely payment of Maintenance Charges payable under this lease Deed. 14.2 In the event of failure of timely payment of Monthly Rent, Maintenance Charges, Car Parking Charges and other charges as mentioned in this Lease Deed, THE LESSEE shall not have the right to use or demand use of aforesaid facilities. 14.3 THE LESSEE shall use the common areas and facilities including fire exits, basements etc. of Said Building / Said Complex / Said Plot in accordance with Laws and shall not use the same for any other purpose including storage or create any obstructions / hindrance in the same. 14.4 THE LESSEE acknowledges that it does not have the ownership rights, title, interest or claim whatsoever in common areas and facilities within Said Building / Said Complex and shall have the right to use the aforesaid only as provided in this Lease Deed. 15. ELECTRICAL SERVICES: 15.1 THE LESSOR has provided electrical wiring only up to the tap-off box on the floor on which Demised Premises are located and shall not provide any electrical wiring, fixtures, fans etc. inside Demised Premises. 15.2 The electrical wiring and internal distribution system, from the tap-off box on the floor on which Demised Premises are located, including all fixtures, installations etc. in Demised Premises shall be the sole responsibility of THE LESSEE at its own cost and THE LESSEE shall be responsible for such works to be in conformity with laws and THE LESSOR shall not be liable for the same. 16. AIR CONDITIONING FACILITIES: 16.1 THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) shall, at its own cost, design and install a continuous air conditioning system and shall use its best efforts to maintain and run the same in good order and condition (except due to reason of mechanical defect or electrical failure or maintenance purposes or safety issues or force majeure) to ensure air conditioning facilities to Demised Premises. The installation of ducts for air conditioning inside Demised Premises shall be the sole responsibility of THE LESSEE at its own cost and THE LESSEE shall be responsible for such works to be in conformity with Laws and THE LESSOR shall not be liable for the same. 16.2 Any modifications, additions, alterations in the system required by THE LESSEE for interior fit-out works, if possible and feasible as assessed by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) will be done by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) and payable by THE LESSEE calculated at 1.2 times of actual costs / expenses incurred by THE LESSOR. Such costs / expenses shall be payable / reimbursable by THE LESSEE to THE LESSOR by Due Date as and when demanded by THE LESSOR. 16.3 In the event THE LESSEE requires air conditioning beyond the normal business hours THE LESSEE may be permitted to use the same with prior written approval of THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) in respect thereof and upon payment of Extra Hour Charges provided in Annexure C-I of this Lease Deed. The aforesaid shall be subject to Building Guidelines and such restrictions as may be imposed by Governmental Authority and / or as per laws. 17. LIFT SERVICES: 17.1 The lift services (except due to reason of mechanical defect or electrical failure or maintenance purposes or safety issues or force majeure) shall be available in Said Building during normal business hours.- 12 -

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17.2 In the event THE LESSEE requires lift services beyond the normal business hours, THE LESSEE may be permitted to use the same with prior written approval of THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) in respect thereof and upon payment of Extra Hour Charges provided in Annexure C-I of this Lease Deed. The aforesaid shall be subject to Building Guidelines and such restrictions as may be imposed by Governmental Authority and / or as per laws. 17.3 Except due to reason of mechanical defect or electrical failure or maintenance purposes or safety issues or force majeure, one of the lifts in Said Building shall operate even after normal business hours. 18. HANDING OVER OF DEMISED PREMISES: 18.1 At the time of handover of Demised Premises for the interior fit-out works, THE LESSEE is satisfied that the construction work as also various installations as per Annexure T-V are in good working condition and issues, if any, with respect thereto have been resolved and rectified before its taking possession of Demised Premises. 18.2 THE LESSEE confirms that further to its taking possession of Demised Premises, it shall not require THE LESSOR to undertake any repairs, renovations, improvisations, installations, etc. whatsoever (except structural repairs, if any) concerning Demised Premises, Said Building, Said Complex and Said Plot. 19. INTERIOR FIT-OUT WORKS: 19.1 THE LESSOR shall allow THE LESSEE to carry out interior fit-out works, as may be necessary for the business of THE LESSEE. THE LESSEE shall submit all the drawing(s) / document(s) of THE LESSEE’s interior fit-out works as per Annexure T-IX in accordance with Laws and after prior written approval of THE LESSOR’s architect / consultant, THE LESSEE shall commence the interior fit-out works. Such approval by THE LESSOR to THE LESSEE shall not transfer any liability and / or responsibility on THE LESSOR or its nominee(s) / assign(s) for such liability and I or responsibility of THE LESSEE. THE LESSOR does not certify that THE LESSEE has complied with laws. The permission to THE LESSEE shall be restricted only to interior fit-out works in Demised Premises and THE LESSEE shall not be permitted to carry out any structural additions / alterations of permanent nature. If the interior fit-out works in Demised Premises require any Governmental Approval, THE LESSEE shall not commence or carry out such additions or alterations or erections without obtaining such Governmental Approval. 19.2 THE LESSEE. hereby confirms and undertakes that it shall carry out, implement and execute all interior fit-out works in Demised Premises in accordance with Laws; guideline(s) issued by THE LESSOR; and approval(s) granted by Governmental Authority from time to time for carrying out such interior fit-out works. A certificate from a reputed consultant to that effect shall be provided by THE LESSEE to THE LESSOR before starting the interior fit-out works. After completion of the interior fit-out works, THE LESSEE shall provide to THE LESSOR certificate from a reputed consultant certifying that the interior fit-out works have been done in accordance with laws; that all safety measures have been taken care of including connection / integration of fire panel with THE LESSOR’s fire panel; and that there is no fire and safety risk to Demised Premises / Said Building. 19.3 During the interior fit-out works, THE LESSEE shall take all precautions and cover all risks and in the event of any accident or mishap in Demised Premises / Said Building due to any reason attributable. to THE LESSEE, THE LESSEE shall keep THE LESSOR indemnified in all respects against any loss, damage, costs, claims, etc. THE LESSEE shall carry out the interior fit-out works at its own risk and cost. 19.4 For any interior fit-out works including any additions / modifications / alterations in Demised Premises, THE LESSEE shall carry out such works in accordance with laws and without altering / tampering with the fire fighting and fire detection systems as installed
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therein. Further any additions / modifications / alterations to the existing fire fighting and fire detection system shall be done by THE LESSEE as per Laws and only after obtaining prior written approval from THE LESSOR. THE LESSEE shall provide alternate and stand-by fire fighting systems during all such works in Demised Premises. 19.5 THE LESSEE shall not carry out any work involving structural alterations / cutting / chopping / digging / hacking / dismantling in any manner or form / destroying the floors or walls of Demised Premises or Said Building. 19.6 THE LESSEE shall allow third party experts being appointed by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) for audit of the interior fit-out works at THE LESSOR’s cost. However, THE LESSOR shall not be liable for any consequences arising therefrom and such audit shall not transfer any liability upon THE LESSOR because of contravention of laws by THE LESSEE. 19.7 THE LESSEE shall be directly liable for any legal or financial consequences arising out of such interior fit-out works including liability towards any third party and all damages to Demised Premises / Said Building or loss of life arising out of such interior fit-out works including any additions / modifications / alterations shall be the sole responsibility of THE LESSEE. 19.8 THE LESSEE’s responsibilities during interior fit-out works as stated above are more detailed in Annexure T-VII to this Lease Deed. 19.9 THE LESSEE shall at the time of vacating and handing over Demised Premises to THE LESSOR remove such fixtures, fittings, additions and partitions and restore Demised Premises in as good condition as it was in at the time when THE LESSEE was handed over Demised Premises for interior fit-out works, reasonable wear and tear excepted. In the event of failure of THE LESSEE to do the above, THE LESSOR shall remove the same at the cost and risk of THE LESSEE. 20. PERMISSION TO CARRY OUT PARTITIONS / ADDITIONS / MODIFICATIONS/ ALTERATIONS: 20.1 During Lease Term or Lease Renewal Term, if any, THE LESSOR shall allow THE LESSEE to carry out erection of partitions / additions / modifications / alterations in Demised Premises, which are not visible from outside, as may be necessary for the business of THE LESSEE and which are as per Laws. THE LESSEE agrees and acknowledges that no structural additions / modifications / alterations of any nature whatsoever shall be carried out in Demised Premises and erection of internal partitions / internal alterations / additions in Demised Premises shall be in accordance with Laws and Governmental Approval. 20.2 THE LESSEE shall with prior written permission of THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) and with prior written intimation of seven (07) days, commence such erection of partitions / alterations / modifications / additions in Demised Premises. Such permission by THE LESSOR to THE LESSEE shall neither certify that THE LESSEE has complied with Laws nor transfer any liability and / or responsibility of THE LESSEE to THE LESSEE or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s). Any permission of THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s), in this regard shall in no event be construed to be waiver of the obligation of THE LESSEE to obtain Governmental Approval. 20.3 THE LESSEE shall not commence or carry out such erection of partitions / alterations / modifications / additions without obtaining prior Governmental Approval or complying with laws as applicable. 20.4 THE LESSEE hereby confirms and undertakes that it shall carry out, implement and execute all interior fit-out works in Demised Premises in accordance with Laws; guideline(s) issued by THE LESSOR; and approval(s) granted by Governmental Authority from time to time for carrying out such interior fit-out works, A certificate from a - 14 -

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reputed consultant to that effect shall be provided by THE LESSEE to THE LESSOR before starting the interior fit-out works. After completion of the interior fit-out works, THE LESSEE shall provide to THE LESSOR a certificate from a reputed consultant certifying that the interior fit-out works have been done in accordance with Laws; that all safety measures have been taken care of including connection / integration of fire panel with THE LESSOR’s fire panel; and that there is no fire and safety risk to Demised Premises / Said Building. 20.5 THE LESSEE shall upon vacating and handing over Demised Premises to THE LESSOR remove such fixtures, fittings, additions and partitions and restore Demised Premises in as good condition as it was in at the time when THE LESSEE was handed over Demised Premises for interior fit-out works, reasonable wear and tear excepted. In the event of failure of THE LESSEE to do the above, THE LESSOR shall remove the same at the cost and risk of THE LESSEE. 21. MAINTENANCE & MINOR REPAIRS: THE LESSEE shall carry out regular maintenance and properly attend to minor repairs in Demised Premises at its own cost. 22. STRUCTURAL REPAIRS: 22.1 THE LESSOR shall carry out all major and structural repairs to Demised Premises / Said Building and THE LESSEE shall not be entitled to carry out any structural changes / additions / alterations etc. in Demised Premises. 22.2 THE LESSEE agrees and confirms that THE LESSOR shall have the sole and absolute right to make modifications, alterations, additions, raise storeys or put up additional structures, as may be permitted by Governmental Authority and such additional structures and storeys shall be the sole property of THE LESSOR in respect of which it will be entitled to deal with in any manner it chooses without any interference or objection on the part of THE LESSEE by itself or with one or more of the occupants of Said Building / Said Complex. THE LESSEE is aware and has specifically agreed and understood that the construction / development of additional structures or other additions / alterations by THE LESSOR may cause inconvenience in a de minimis way and it has no objection to the same. 23. SAFETY: THE LESSEE understands, acknowledges and agrees that safety / security / fire safety of all occupants of Said Building / Said Complex and Said Building / Said Complex itself are of paramount importance and THE LESSEE will perform all acts and deeds necessary for complying with all safety requirements including the following: 23.1 Fire fighting and fire detection system(s): 23.1.1 The fire fighting and fire detection system(s), which is provided by THE LESSOR in accordance and compliance with Laws / Governmental Approval, is limited to installation of sprinklers and fire detection system(s) in the basement(s), common areas of Said Building / Said Complex such as lobbies, staircases, corridors, service shaft etc.; fire fighting and sprinkler services on each floor; and one layer of upright sprinkler and smoke detector in Demised Premises. THE LESSEE shall not obstruct any of these sprinklers, fire fighting and fire detection system(s). In addition THE LESSEE shall provide additional layer of sprinklers and smoke detectors in Demised Premises in all cases where false ceilings are provided by THE LESSEE within Demised Premises which shall be shown in the drawing(s) / document(s) of THE LESSEE’s interior fit-out works. 23.1.2 Any kind of hazard including fire, electrical or otherwise from Demised Premises due to inadequate fire fighting system installed by THE LESSEE or faulty installation of airconditioning, electrical systems and other equipment shall be the sole responsibility of THE LESSEE. THE LESSOR shall not be liable for any legal or financial consequences arising therefrom and THE LESSEE agrees to keep THE LESSOR indemnified and harmless in this regard at all times. - 15 -

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23.1.3 THE LESSEE shall allow third party fire / safety experts being appointed by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) for fire / safety audit to conduct the fire / safety audit at all times at THE LESSOR’s cost. However, THE LESSOR shall not be liable for any consequences arising therefrom and such audit shall not transfer any liability upon THE LESSOR because of contravention of safety norms / Laws by THE LESSEE. 23.1.4 THE LESSEE shall take all steps including nominating a person / official of THE LESSEE to work as a safety co-ordinator to ensure that all safety related activities within Demised Premises are performed. THE LESSEE shall have the audit of their entire electrical systems, fire fighting systems and HVAC systems done on a half-yearly basis by a reputed consultant and submit a certificate to THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) certifying that all THE LESSEE’s installations are in good and safe working condition and do not have any possibility of short circuit and / or becoming a fire source. 23.1.5 If Demised Premises is closed / shut by THE LESSEE during business hours and there is apprehension or threat to the safety and security of Demised Premises, Said Building / Said Complex or other occupants of Said Building / Said Complex, then THE LESSEE authorizes THE LESSOR to enter Demised Premises and take possession thereof. In such an event Lease shall stand terminated forthwith and THE LESSEE shall not have any right, interest or claim over Demised Premises. Any such action by THE LESSOR shall be without any prejudice to THE LESSOR’s right to claim its dues or avail other remedies available to THE LESSOR. However, during the period Demised Premises remains closed / shut, THE LESSEE shall not be absolved of its responsibilities to ensure that there is no risk to the safety and security of Demised Premises, Said Building / Said Complex or other occupants / visitors of Said Building / Said Complex. 23.2 Additional fire fighting system(s): 23.2.1 For any additional fire safety measures required due to Laws, THE LESSOR shall undertake the same and THE LESSEE shall reimburse to THE LESSOR the cost thereof, calculated at actual cost plus 20% basis, proportionate of Gross Leasable Area of Demised Premises to the gross leasable area of Property. 23.2.2 For any additional fire safety measures required by THE LESSEE in Demised Premises, the same may be undertaken by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) and payable by THE LESSEE calculated at 1.2 times of actual costs / expenses incurred by THE LESSOR. Such costs / expenses shall be payable / reimbursable by THE LESSEE to THE LESSOR by Due Date as and when demanded by THE LESSOR. Alternatively, THE LESSEE may undertake the same at its own cost, however, subject to THE LESSOR’s prior written approval on the same. 23.2.3 In case THE LESSOR suggests any additional fire fighting or fire detection system(s) to THE LESSEE which may or may not be required by laws, for installation by THE LESSEE within Demised Premises and THE LESSEE fails to implement THE LESSOR’s suggestion either fully or in part, then THE LESSEE alone shall be liable and responsible for all consequences arising from such inaction / decision on its part. 23.2.4 All cost for such installation(s) of any additional fire fighting system(s) are non refundable and shall be borne by THE LESSEE alone. 23.3 THE LESSEE shall always comply with laws relating to fire and safety in Demised Premises and in Said Building / Said Complex to the extent applicable to THE LESSEE. THE LESSEE shall be wholly responsible for any / all losses or damages to THE LESSOR and / or to the other occupants of Said Building / Said Complex, to the extent applicable to THE LESSEE, due to violation of any fire and safety compliances by THE LESSEE or its employees, agents, vendors, visitors, service providers etc. THE LESSOR shall not be liable in any manner for any consequences including claims, damages, penalties, levies, fines, impositions etc or for any action by Governmental Authority or any other liability arising due to any non-compliance of Laws and / or non- fulfillment of any obligations - 16 -

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relating to fire and safety by THE LESSEE and that THE LESSEE shall keep THE LESSOR indemnified on this account at all times. 23.4 THE LESSEE shall be responsible for safety / security of its employees, agents, vendors, visitors, service providers etc. In Demised Premises and shall be responsible for taking steps in this regard including providing medical attention, if required. 24. USAGE OF DEMISED PREMISES BY THE LESSEE: 24.1 THE LESSEE is entitled to conduct only the business from Demised Premises which is in accordance with laws and the license(s) in respect of Said Plot. THE LESSEE agrees and undertakes that it shall not use Demised Premises for purposes other than as mentioned hereinbefore. 24.2 THE LESSEE shall not carry out or permit to be carried out in Demised Premises or any part thereof any activities which shall be or are likely to be unlawful, obnoxious or creating nuisance, annoyance or disturbance to other lessees / tenants / occupants of Said Building / Said Complex. THE LESSEE shall not bring in or store in Demised Premises or part or portion thereof any goods, hazardous or combustible or heavy in nature, that may imperil the safety of Demised Premises and Said Building / Said Complex and / or any part thereof or affect the construction or the structure or common use of Said Building / Said Complex or any part thereof. 24.3 The Demised Premises shall be used by THE LESSEE only and THE LESSEE shall not assign, transfer, mortgage, sublease or grant leave & license or transfer or part with or share possession in any manner whatsoever, of whole or any portion of Demised Premises. 24.4 In the event, THE LESSEE merges / amalgamates / consolidates / transfers its assets and liabilities with / to any entity on account of any merger / amalgamation / consolidation or there is a change in control of THE LESSEE then Lease Deed shall stand terminated and THE LESSOR may enter into a fresh lease deed and such other document(s) with new entity / transferee as may be required. For the purposes of this clause, a change in control of THE LESSEE shall mean the existing shareholders of THE LESSEE as on the date of execution of this lease Deed and their affiliates ceasing to collectively hold at least fifty one percent (51%) of the issued and paid-up share capital of THE LESSEE. 24.5 All costs, charges, expenses including but not limited to penalties, payable on or in respect of execution and registration of such document(s) including fresh lease deed, if any, shall be borne and paid solely by new entity / transferee who shall be responsible for compliance of laws including the provisions of Indian Stamp Act, 1899, Registration Act, 1908 etc. 24.6 However, such documents including fresh lease deed will be executed only after payment of all outstanding dues by THE LESSEE and submission of relevant documents to THE LESSOR. 24.7 THE LESSEE shall not hold THE LESSOR responsible or liable for any loss or damage suffered by THE LESSEE on account of any theft, fire or other destruction caused to or in Demised Premises or to any property, articles or things kept by THE LESSEE in Demised Premises and also to any kind of injury or loss of life caused due to any reason whatsoever to its employees, staff, servants, agents, customers and / or visitors visiting Demised Premises, unless such loss or damage suffered is caused by any reason attributable to THE LESSOR. 24.8 THE LESSEE agrees and undertakes not to carry out any business / activities of any nature in common area and outside Demised Premises and also not to cause any inconvenience, obstruction or closure of any common area or easements, including without limitation, any roof, corridor, fire exit, entrance, passage, verandah, lounge, lobby, balcony, window, staircase, basement, hall, parking area of Said Building / Said Complex. THE LESSEE further agrees not to store any goods and / or install any equipment / device and / or erect any works / structure(s) of any kind including pre- - 17 -

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fabricated cabins etc. in any part of the common area or terrace(s) of Said Building / Said Complex. 25. COMPLIANCE: 25.1 The Parties agree to comply at their own cost, throughout Lease Term, with laws (to the extent applicable to them), including but not limited to the following: o Environment (Protection) Act, 1986, o Water (Prevention and Control of Pollution) Act, 1974, o Air (Prevention and Control of Pollution) Act, 1981, o Food Safety and Standard Act, 2006, o Municipal Solid Wastes (Management and Handling) Rules, 2000, o Hazardous Wastes (Management and Handling) Rules, 1989, o Batteries (Management and Handling) Rules, 2001 and regulations, o Central/ State Laws, rules concerning safe handling, storage, treatment and disposal of the wastes etc., o VAT, Sales Tax, Service Tax and other statutorily applicable taxes, o NBC, building bye laws etc., o Central/state Laws pertaining to fire and safety, o Haryana Apartment Ownership Act, 1983, o State and Central SEZ Act and the rules framed thereunder, if applicable. 25.2 The Parties shall always remain responsible for the consequences of their respective non-compliance of Laws. 25.3 The Parties shall perform their respective obligations towards installation, operation and keeping at all times in operational condition, various equipments, machinery etc. in Said Plot / Said Complex / Said Building / Demised Premises at their own cost and expenses and in conformity with Laws. 25.4 The Parties shall always remain responsible for their respective obligations to obtain and always keep valid and make available necessary certificates from Governmental Authority in this regard. 25.5 THE LESSEE shall be responsible for compliance of Laws and shall perform all of its obligations under this Lease Deed including obtaining and abiding by Governmental Approval required to be observed / performed by THE LESSEE under Laws and that THE LESSOR shall not be liable in any manner towards any for claims, damages, penalties, levies, impositions etc. or for any action by Governmental Authority or any other liability arising due to any non-compliance of Laws and / or non-fulfillment of any obligations by THE LESSEE and that THE LESSEE shall keep THE LESSOR indemnified on these accounts at all times. 25.6 THE LESSEE hereby agrees to provide to THE LESSOR, during lease Term, a compliance certificate on an annual basis in the format attached as Annexure T-XI. 25.7 THE LESSEE further confirms that it shall obtain / has obtained Governmental Approval which may be necessary for commencement of / carrying on of its interior fit-out works / business operations in Demised Premises. THE LESSEE shall be solely responsible and liable for all consequences including claims, damages, penalties, levies, fines, impositions etc. arising out of non-compliance thereof or for any action by any Governmental Authority in this regard. 26. BUILDING GUIDELINES/ FIT OUT GUIDELINES / SAFETY MANUAL/ SAFETY GUIDELINES ETC.: 26.1 THE LESSEE shall abide by all the building guidelines in respect of Said Building / Said Complex which may be laid down from time to time by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) (“Building Guidelines”). The present Building Guidelines are annexed as Annexure T-X. - 18 -

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26.2 THE LESSEE shall also abide by the fit out guidelines / safety manual / safety guidelines / policies / guidelines / directions which may be laid down from time to time by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s). 27. PEACEFUL ENJOYMENT OF DEMISED PREMISES: THE LESSOR shall allow during the term of this Lease Deed, peaceful enjoyment of Demised Premises to THE LESSEE, subject to THE LESSEE performing all its obligations under this Lease Deed. 28. INSPECTION OF DEMISED PREMISES: 28.1 THE LESSEE shall allow THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) to enter Demised Premises after prior intimation, except in case of ernergency(ies) including any fire etc., for inspection or any maintenance related issues at the frequency it may deem fit including any emergency and/ or unforeseen circumstances or any inspection by Governmental Authority or under its directions. In case of fire, accidents etc. third party inspection of Demised Premises shall be done after repair works are complete. 28.2 However, for periodic inspections, two (02) days’ advance intimation will be given in writing to THE LESSEE, except in case of emergency(ies) and / or unforeseen circumstances. 29. INSURANCE: 29.1 During Lease Term and Lease Renewal Term, if any, THE LESSOR shall obtain fire and earth quake insurance coverage for Said Building, insurance cover against third-party liability and shall make timely payment of all insurance premiums. 29.2 During Lease Term and Lease Renewal Term, if any, THE LESSEE shall obtain comprehensive insurance coverage, including third-party liability coverage, of all interior fit out works, furniture, equipment, stock inventory and / or other items in Demised Premises and shall make timely payments of all insurance premiums. THE LESSOR shall in no way be responsible for any loss suffered by THE LESSEE on account of not obtaining comprehensive insurance coverage as stated above. 29.3 However, it is made clear between the Parties that in the event of an accident or fire or damages or for any other reason resulting in any loss, financial or otherwise to either Party or to third parties, both the Parties agree to take up the matter with their respective insurance companies through the insurance cover including third party liability. 29.4 Either Party shall not do or permit to be done or shall not omit to be done any act or thing which may render void or voidable any insurance relating to or in respect of a part or the whole of Said Plot, Said Complex, Said Building and Demised Premises, or cause any increase in premium payable by other Party in respect thereof. 30. DEFAULT IN PAYMENT BY THE LESSEE: In case THE LESSEE defaults in making payments under this Lease Deed, the following shall be applicable: 30.1 Beyond Seven (07) days from Due Date: An interest at DPI Rate shall be applicable on the unpaid amounts, from Due Date till the date of realization of such payment by THE lESSOR. 30.2 Beyond Thirty (30) days from Due Date: THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) shall at its option and with prior intimation of three (03) days, stop supplying to THE LESSEE electricity / air conditioning / water and / or all other services and resume the services only after receiving full payment of any and all dues, payable including interest payable thereon as stated above. - 19 -

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30.3 The aforesaid shall not amount to any acquiescence or waiver by THE LESSOR of the defaults of THE LESSEE and is in addition to any other remedies / actions THE LESSOR may take including termination of Lease. THE LESSOR shall have no responsibility or liability for any costs, losses and damages, if any, suffered by THE LESSEE on account of same. THE LESSEE hereby specifically waives its right to lodge any claim whatsoever against THE LESSOR as a result of such action. 31. EVENTS OF DEFAULT / TERMINATION OF LEASE / CONSEQUENCES THEREOF: 31.1 THE LESSEE acknowledges and agrees that each and every default, breach and / or non compliance of any of the terms and conditions of this Lease Deed shall be an event of default liable for consequences stipulated herein. Some of the events of defaults are mentioned below, which are merely indicative / illustrative and are not exhaustive and may include other instances of defaults in terms of this Lease Deed: i) Failure by THE LESSEE to comply with laws and / or guidelines of THE LESSOR with respect to safety / security / fire safety. Safety of all occupants of Said Building / Said Complex and that of Said Building / Said Complex itself are of paramount importance and THE LESSEE will perform all acts and deeds necessary for complying with all safety requirements. Upon any such failure of THE LESSEE to comply with the aforesaid requirements, this Lease Deed shall stand terminated forthwith and THE LESSOR will be entitled to re-enter and take possession of Demised Premises without any prejudice to THE LESSOR’s right to claim its dues and / or avail other remedies available to THE LESSOR; (ii) If Demised Premises is closed / shut by THE LESSEE during business hours and there is apprehension or threat to the safety and security of Demised Premises, Said Building / Said Complex or other occupants of Said Building / Said Complex then THE LESSEE authorizes THE LESSOR to re-enter Demised Premises and take possession thereof. In such an event Lease shall stand terminated forthwith and THE LESSEE shall not have any right, interest or claim over Demised Premises. Any such action by THE LESSOR shall be without any prejudice to THE LESSOR’s right to claim its dues or avail other remedies available to THE LESSOR. However, during the period Demised Premises remain closed / shut during business hours, THE LESSEE shall not be absolved of its responsibilities to ensure that there is no risk to the safety and security of Demised Premises / Said Building / Said Complex or other occupants / visitors of Said Building / Said Complex; iii) Failure by THE LESSEE to make any payments within the time stipulated in this Lease Deed and all other defaults of similar nature including dishonour of any cheque(s) given by THE LESSEE to THE LESSOR for any reason whatsoever; iv) Failure by THE LESSEE to use Demised Premises for the purpose for which it has been leased as stipulated in this Lease Deed and annexures thereto and breach of Laws; v) Alteration, sub-division or amalgamation of Demised Premises in contravention of the conditions of the zoning plans, building plans etc. by THE LESSEE or any other person acting in its behalf; vi) Sub-lease or parting with possession of Demised Premises or any part thereof by THE LESSEE; vii) If THE LESSEE vacates or shuts down the Demised Premises for a period of fifteen (15) consecutive days without prior written approval of THE LESSOR, on expiry of said fifteen (15) days, Lease shall stand terminated forthwith and THE LESSEE shall not have any right, interest or claim over the Demised Premises. THE LESSEE acknowledges and agrees that in such an event THE LESSOR will be entitled to re-enter and take possession of the Demised Premises without any entitled to re-enter and take possession of the Demised Premises without any - 20 -

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prejudice to THE LESSOR’s right to claim its dues or avail other remedies available to THE LESSOR; viii) THE LESSEE represents and agrees that it shall maintain its corporate / juridical existence during lease Term or lease Renewal Term, if any. In the event, THE LESSEE files a petition for being declared as insolvent and/ or fails to maintain its corporate / juridical existence and / or is adjudicated as insolvent, then lease shall stand terminated forthwith. THE LESSEE acknowledges and agrees that in such an event THE LESSOR will be entitled to re-enter and take possession of Demised Premises without any prejudice to THE LESSOR’s right to claim its dues or avail other remedies available to THE LESSOR; ix) In the event THE LESSEE carries on and I or conducts any business from Demised Premises other than the business which is in accordance with laws and the license(s) in respect of Said Plot; x) In the event there is a breach in any of the representations, warranties or covenants of THE LESSEE as provided in this Lease Deed; xi) In the event Lease and / or Demised Premises gets affected directly or indirectly due to any act of omission or commission of THE LESSEE, including any litigation with a third party, then the Lease Deed shall stand terminated forthwith immediately upon THE LESSOR being notified. xii) Any other acts, deeds or things which THE LESSEE may commit in violation I breach of or fails to perform in terms of this Lease Deed, other document if any or as demanded by THE LESSOR which in the opinion of THE LESSOR amounts to an event of default and THE LESSEE agrees and confirms that the decision of THE LESSOR in this regard shall be final and binding on THE LESSEE. 31.2 Except for the events of default wherein termination has been specifically provided in this Lease Deed, upon occurrence of any one or more of other event(s) of default under this Lease Deed including but not limited to those provided in clause 31.1 above, THE LESSOR shall by written notice to THE LESSEE give 30 days to THE LESSEE to rectify the default. On failure of THE LESSEE to rectify the default within 30 days so provided, this lease Deed shall stand determined on expiry of said 30 days and THE LESSOR will be entitled to re-enter and take possession of Demised Premises without any prejudice to THE LESSOR’s right to claim its dues or avail other remedies available to THE LESSOR. THE LESSEE agrees that upon such termination of Lease, THE LESSOR will be released and discharged of all its liabilities and obligations under this Lease Deed and THE LESSEE shall be left with no right or interest over Demised Premises. 31.3 THE LESSEE acknowledges and agrees that in the event of termination of Lease for any reason as provided in this Lease Deed, if any amount is due from THE LESSEE then the same shall be recovered with interest at DPI rate from THE LESSEE and THE LESSEE shall not be allowed to remove its equipments, furniture and fixtures, other movable assets and properties etc. from Demised Premises/Said Building/Said Complex till all the due amounts are paid. 31.4 It is further agreed by THE LESSEE that THE LESSOR shall be entitled to adjust Security Deposits deposited by THE LESSEE under this Lease Deed against any / all sums due to THE LESSOR including Monthly Rent and Maintenance Charges for the un-expired period of lease Term, Taxes for Demised Premises, interests, damages etc. In the event the aggregate of arrears of Monthly Rent, any other sum due and payable and the above mentioned costs / expenses exceed the amount deposited as Security Deposits under this lease Deed, then THE LESSEE shall pay to THE LESSOR to the extent of such amounts due to THE LESSOR over and above the amount deposited as Security Deposits. 31.5 Subsequent to the termination and after the lapse of time if so permitted by THE LESSOR to THE LESSEE for removal of equipments furniture and fixtures, other movable assets and properties etc. from Demised Premises / Said Building / Said Complex, THE LESSEE hereby agrees and authorizes THE LESSOR to remove all equipments, furniture and fixtures, other movable assets and properties etc. to any other place in Said Building / Said Complex. These acts of THE LESSOR are, however, without prejudice to all its other rights as mentioned in this Lease Deed. - 21 -

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31.6 THE LESSEE shall make the payments as stipulated in clause 32.1 and 32.2 (as the case may be) to THE LESSOR in case Lease is terminated under this clause 31 of this lease Deed. 32. TERMINATION BY THE LESSEE BEFORE/AFTER EXPIRY OF LOCK-IN PERIOD’ 32.1 Termination by THE LESSEE before the expiry of Lock-in period: THE LESSEE shall not have the right to terminate lease until expiry of Lock-in period. In case THE LESSEE terminates Lease prior to the expiry of Lock-in period, THE LESSEE shall be liable to give a prior written notice. In such an event, THE LESSEE shall be liable to pay the amount equivalent to Monthly Rent, Car Parking Charges, Taxes for Demised Premises, Facade Signage Charges (if any), Maintenance Charges, taxes and any other charges for the entire unexpired Lock-in period or for Notice Period, whichever is higher. Upon such termination, THE LESSEE shall handover the peaceful, vacant and physical possession of Demised Premises to THE LESSOR in as good condition as it was in at the time when THE LESSEE was handed over Demised Premises for interior fit-out works, reasonable wear and tear excepted. In the event THE LESSEE fails to handover Demised Premises to THE LESSOR upon termination as aforesaid, then THE LESSEE shall be treated as an unauthorized occupant and shall also be liable to pay Use and Occupation Charges as provided in clause 34.1 of this lease Deed and shall also be liable for all actions under Laws. 32.2 Termination by THE LESSEE after the expiry of lock-in period: THE LESSEE may terminate Lease, by giving a prior written notice for Notice Period anytime after the expiry of Lock-in period, or by making payment of Monthly Rent, Car Parking Charges, Taxes for Demised Premises, Facade Signage Charges (if any), Maintenance Charges, taxes and any other charges in lieu of Notice Period. Upon such termination, THE LESSEE shall handover the peaceful, vacant and physical possession of Demised Premises to THE LESSOR in as good condition as it was in at the time when THE LESSEE was handed over Demised Premises for interior fit-out works, reasonable wear and tear excepted. In the event THE LESSEE fails to handover Demised Premises to THE LESSOR upon termination as aforesaid, then THE LESSEE shall be treated as an unauthorized occupant and shall also be liable to pay Use and Occupation Charges as provided in clause 34.1 of this Lease Deed and shall also be liable for all actions under Laws. 32.3 THE LESSEE shall pay Monthly Rent, Car Parking Charges, Taxes for Demised Premises, Facade Signage Charges (if any), Maintenance Charges, taxes and any other charges as stipulated in clause 32.1 and 32.2 above {as the case may be) in case Lease is terminated under clause 31 of this lease Deed. 32.4 THE LESSEE acknowledges that it does not have any right to object to any amount claimed / demanded by THE LESSOR as stated above and further specifically and voluntarily agrees not to raise any dispute against such claim / demand made by THE LESSOR. 33. REINSTATEMENT OF DEMISED PREMISES’ THE LESSEE shall hand over the peaceful, vacant and physical possession of Demised Premises in as good condition as it was in at the time when THE LESSEE was handed over Demised Premises for interior fit-out works, together with THE LESSOR’s fixtures and fittings installed therein, if any, {reasonable wear and tear excepted) on the expiry / earlier termination of this Lease Deed, whichever is earlier. 34. USE AND OCCUPATION CHARGES AFTER THE TERMINATION OF LEASE: 34.1 lf Lease is terminated by either Party or expires by efflux of time and Demised Premises is not vacated and / or handed over by THE LESSEE in accordance with the terms of this Lease Deed, THE LESSEE shall be liable to pay Use and Occupation Charges as detailed in Annexure C-I, along with amount equivalent to Monthly Rent, Car Parking Charges, - 22 -

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Taxes for Demised Premises, Facade Signage Charges (if any), Maintenance Charges, taxes and any other charges as provided in Annexure C-I till handover of the vacant possession of Demised Premises by THE LESSEE to THE LESSOR. 34.2 THE LESSEE acknowledges that it does not have any right to object to any amount claimed / demanded by THE LESSOR as stated above and further specifically and voluntarily agrees not to raise any dispute(s) against such claim / demand made by THE LESSOR. THE LESSEE also acknowledges and agrees that tile right of THE LESSOR to demand Use and Occupation Charges shall be without prejudice to the rights and remedies of THE LESSOR under this Lease Deed and under Laws. 35. LEASE RENEWAL AND ESCALATION: 35.1 THE LESSEE shall have the option to renew this Lease Deed for Lease Renewal Term(s) and such renewal shall be permitted by THE LESSOR, provided that: (a) THE LESSEE has communicated to THE LESSOR by a written notice at least six (6) months prior to the expiry of Lease Term its intention to renew Lease for Lease Renewal Term; and (b) THE LESSEE has been performing all its obligations under this Lease Deed to the satisfaction of THE LESSOR including but not limited to payment of all dues. 35.2 THE LESSEE acknowledges and agrees that the renewal shall not be permitted if any amount under this Lease Deed is due and payable by THE LESSEE. 35.3 It is dearly agreed and understood that a fresh lease deed shall be executed for Lease Renewal Term. The Lease Renewal Term shall only be effective if a fresh lease deed is executed between the Parties stamped and registered before the expiry of Lease Term. 35.4 THE LESSEE shall be liable to pay the escalations in payments under this lease Deed including Monthly Rent, Car Parking Charges, Taxes for Demised Premises, Facade Signage Charges (if any), Maintenance Charges, Security Deposits etc. as provided in Annexure C-I during lease Term or Lease Renewal Term, if any. 36. INTELLECTUAL RIGHTS (IPR): THE LESSEE represents, undertakes and assures to THE LESSOR that: 36.1 It is the owner / licensee of !PR being used in Demised Premises and has full right, title and interest in the use of such IPR. It shall operate from Demised Premises only with valid and subsisting ownership/ license of IPR in its favour. 36.2 Any IPR if used by THE LESSEE in Demised Premises / Said Building / Said Complex does not and shall not infringe IPR of any third party. 36.3 THE LESSEE has not received any notice of claim against it involving any conflict or claim of conflicts with respect to any IPR. 36.4 THE LESSEE undertakes to hold THE LESSOR harmless from any action brought about by any third party for any IPR infringement by THE LESSEE. 36.5 THE LESSEE undertakes to defend any and all such acts, suits, proceedings, claims, judgments etc. against THE LESSOR in connection with IPR and any fees, costs, expenses of any kind related or incidental to any such action with respect to !PR incurred by THE LESSOR in defending itself shall be borne by THE LESSEE, which THE LESSEE agrees to pay within seven (07) days of demand by THE LESSOR. 37. FORCE MAJEURE/ NON PERFORMANCE OF OBLIGATIONS: 37.1 Either Party shall not be held responsible for any consequences or liabilities under this Lease Deed if it is prevented in performing its obligations by reason of Laws, action by Governmental Authority or due to reasons of force majeure which may include but not limited to riots, insurrection, war, terrorist action, act(s) of God and any other - 23 -

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unforeseen circumstances beyond its control Upon happening of any such force majeure event, either Party would inform the other Party of such event. Upon abatement of such event, either Party would inform the other Party about cessation of the same. 37.2 In the event Demised Premises or any part thereof be destroyed or damaged due to the following circumstances (including but not limited to): i) Fire (not caused by any willful act or negligence of THE LESSEE or its employees, agents, vendors, visitors, service providers etc.); ii) Act(s) of God like earthquake, tempest, flood or lightning etc.; iii) By reasons of Laws, action by Governmental Authority; iv) Violence of any army or mob or enemies of the country; v) Act of any terrorist, insurgent or any group acting against the Government or the people of the country; vi) Any other irresistible force rendering Demised Premises unfit for the business operations; then, THE LESSEE shall, temporarily vacate the whole or such portion of Demised Premises, as may be required, to enable THE LESSOR to carry out repairs and to restore Demised Premises in as good condition as it was in at the time of handover of Demised Premises for interior fit-out works. 37.3 In any of the events mentioned in clause 37.1 and 37.2, all payments specified under this Lease Deed for the affected portion of Demised Premises shall abate till the time Demised Premises or the affected portion of Demised Premises is repaired and restored to as good condition as it was in at the time of handover of Demised Premises for interior fit-out works. 37.4 All payments specified under this lease Deed during such period shall continue to be made by THE LESSEE for the unaffected portion of Demised Premises. 37.5 If the above situation continues for a period of more than ninety (90) calendar days, then notwithstanding lock-in period, either Party may terminate this Lease Deed by giving a prior written notice of thirty (30) days and THE LESSOR shall refund the Security Deposits paid by THE LESSEE, subject to recovery / adjustment of the outstanding dues, if any, under this Lease Deed. In such an event, THE LESSEE shall not be under any obligation to make the payments as stipulated in clause 32.1 for the unexpired Lock-in period, if any. 37.6 THE LESSOR shall not be responsible for paying any expenses or for any financial or legal consequences arising out of such force majeure situation. 37.7 The performance of THE LESSOR’s obligations shall be subject to performance of obligations including regular payment(s) as stipulated under this Lease Deed, by THE LESSEE. 38. SALE / MORTGAGE / TRANSFER: 38.1 In the event THE LESSOR transfers either by way of sale or mortgage or creates a third party charge / right in any manner whatsoever, on Demised Premises / Said Building / Said Complex, THE LESSEE acknowledges that it does not have any right to raise any objection to the same. 38.2 Such creation of mortgage / charge shall not affect the rights of THE LESSEE to use Demised Premises during Lease Term. 38.3 In case of sale, upon intimation by THE LESSOR, THE LESSEE shall attorn as a tenant to the new transferee on the same terms and conditions as stated in this Lease Deed. 39. TIME IS THE ESSENCE OF LEASE: Time is the essence of Lease and THE LESSEE shall perform all its obligations under this Lease Deed in a timely manner. - 24 -

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40. WAIVER: Failure of either Party to enforce at any time or for any period of time the provisions hereof shall not be construed to be waiver of any provisions or of the right thereafter to enforce each and every provision hereof. 41. SEVERABILITY: If any provision is determined to be void or unenforceable under Laws, such provisions of this Lease Deed shall be deemed amended or deleted to the extent necessary to conform to Laws and the remaining provisions of this Lease Deed shall remain valid and enforceable. 42. PLURALITY OF THE LESSEE: If two or more persons are included in the term “THE LESSEE” all covenants, terms, conditions and restrictions shall be binding on them jointly and each of them severally. 43. GOVERNMENTAL / STATUTORY PROCEDURAL REQUIREMENTS: All compliances including procedural requirements required by Governmental Authority and / or laws, as applicable from time to time with respect to the obligations of the Parties under or arising out of this Lease Deed shall be done by the respective Party. 44. CONFIDENTIALITY: 44.1 Subject to clause 11.3, no announcements, disclosures, publicity of any nature, regarding either Party and other negotiations vis-á-vis Lease will be made by either Party unless the form, content and timing of the release is approved in writing by the Parties hereto. 44.2 Either Party may disclose the existence of Lease to its legal counsels, accountants, lenders, merchant bankers, engineers, architects, interior designers, vendors, suppliers and other persons who need to be aware of the existence of Lease, and to the extent that such disclosure is required by Laws or by any Governmental Authority. 45. INDEMNIFICATION: THE LESSEE agrees to defend, indemnify and hold harmless THE LESSOR from and against any and all damages, liabilities, costs, expenses (including reasonable attorneys’ fees, expert fees and other legal expenses) and settlement amounts incurred in connection with (i) gross negligence, misrepresentation, error or omission on the part of THE LESSEE or its representatives relating to or concerning the performance of the obligations by THE LESSEE as specified herein; (ii) breach by THE LESSEE of the provisions of Laws; (iii) infringement of patent, copyright, trade secret or other intellectual property right of a third party; and / or {iv) any suit, claim, or action by any third party against THE LESSOR as a result of any act and / or omission to act by THE LESSEE. 46. ASSIGNMENT: THE LESSEE shall not assign or otherwise transfer this Lease Deed or any right, benefit or obligation hereunder (whether by operation of laws or otherwise) to any other person without prior written consent of THE LESSOR. It is agreed that THE LESSOR shall have the right to transfer or assign all (or any part) of its rights or obligations under this Lease Deed to any person, provided that any such assignment will result in the subsequent performance by the assignee of all of THE LESSOR’s obligations under this Lease Deed. The assignee shall expressly assume and agree to perform such obligations and shall become solely responsible for all obligations of THE LESSOR under this Lease Deed from the date of assignment. In addition, and without limitation to the foregoing, THE LESSEE expressly affirms and agrees that THE LESSOR may, provided it does not in any manner affect lease and performance of obligations under this Lease Deed, sell its assets; its securities in a public offering or in a - 25 -

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private placement; may merge, acquire other companies, or be acquired by / merged / amalgamated into another company; and may undertake a refinancing, recapitalization, leveraged buy-out, or other economic or financial restructuring. 47. ONLY LESSOR LESSEE RELATIONSHIP: Nothing contained herein shall be deemed or construed by the Parties hereto, or by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties hereto or any other relationship, other than the relationship of THE LESSOR and THE LESSEE. 48. GOVERNING LAW: This Lease Deed and the rights and obligations of the Parties under or arising out of this Lease Deed shall be construed and enforced in accordance with Laws of India. 49. DISPUTE RESOLUTION: All or any disputes arising out of, touching upon, connected with, concerning or in relation to the terms of this Lease Deed including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties shall be settled amicably by mutual discussion failing which the same shall be settled through arbitration. The arbitration shall be governed by the Arbitration & Conciliation Act, 1996 or any statutory amendments / modifications thereof for the time being in force. The arbitration proceedings shall be held at New Delhi by the sole arbitrator who shall be appointed by THE LESSOR and whose decision shall be final and binding upon the Parties. THE LESSEE hereby confirms that he / she / it shall have no objection to this appointment of the arbitrator by THE LESSOR. The arbitration proceedings shall be in English language only. The District courts at Gurgaon and the Punjab and Haryana High Court at Chandigarh alone shall have the jurisdiction concerning all matters in this Lease Deed. 50. EXECUTION AND REGISTRATION OF LEASE DEED: 50.1 All costs, charges, stamp duty etc. including any penalties / imposition thereof, on execution and registration of this lease Deed or on all other instruments and deeds to be executed pursuant to this Lease Deed, as applicable, shall be borne and paid solely by THE LESSEE. It is hereby clarified that it shall be the obligation of THE LESSEE to pay 911 such charges as and when demanded by Governmental Authority in this regard and THE LESSEE does hereby undertake to keep THE LESSOR indemnified against any such charge / liability. However each Party shall bear its own legal fees and expenses. 50.2 The stamp duty and registration charges shall be paid by THE LESSEE on or before signing of this Lease Deed. 50.3 THE LESSEE shall be responsible for the compliance of The Indian Stamp Act, 1899, local stamp act and rules made thereunder, The Registration Act 1908 and rules made thereunder and the respective state enactments, as applicable. 50.4 The original executed and registered Lease Deed shall be retained by THE LESSOR and a certified copy of the same shall be provided to THE LESSEE. 50.5 The original Lease Deed shall be produced by THE LESSOR as and when required by THE LESSEE upon receipt of prior notice of two (2) days from THE LESSEE, except in case of emergency(ies). 50.6 This Lease Deed along with the annexure(s) constitutes the entire agreement between the Parties and revokes and supersedes all previous discussions, written or oral, correspondence, LOI and / or any / all agreements understanding deeds etc. between the Parties. - 26 -

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51. MODIFICATION I AMENDMENT I VARIATION: This lease Deed shall not be changed or modified except by written amendment by way of an addendum duly agreed and signed by the Parties. However, for matters pertaining to car parking spaces, Facade Signage, normal business hours, modification / amendment / variation may be made by way of any instrument including letter agreement signed by the Parties. 52. NOTICES: Any notice, letter or communication to be made, served or communicated unto either Party under these presents shall be in writing and shall be deemed to be duly made, served or communicated only if the notice, letter or communication is addressed to other Party, at the address given in Annexure C-I or such other addresses as may be intimated in writing, and sent by registered post / fax / email (given hereunder} / speed post or delivered personally with acknowledgement. THE LESSOR, DLF Cyber City Developers Limited through its authorized signatories Mr. Nishant Banerjee and Mr. R. P Punjani authorized to execute lease deeds vide board resolution dated 2.11.2015 have executed this lease Deed. This lease Deed is presented for registration before the registering authority by Mr. Jasmer Singh Slo Mr. Balwant Singh R/o K7/29, DLF City, Phase 11. Gurgaon -122002, who has been authorized vide board resolution dated 2. 11. 2015 of THE LESSOR to appear before the registering authority and present for registration, acknowledge and get registered this Lease Deed executed by Mr. Nishant Banerjee and Mr. R. P. Punjani on behalf of THE LESSOR. In WITNESS DELIVERED the parties hereto have set their hands to these presents on the day, month and year first and above mentioned. THE LESSOR: SIGNED AND DELIVERED on behalf of the above named DLF Cyber City Developers Limited acting through Mr. Nishant Banerjee and Mr. R. P. Punjani its authorized signatories: In the presence of: For and on behalf of WITNESS: DLF eCyber City Developers Limited 1. (Nishant Banerjee) & (R. P. Punjani) 2. AUTHORIZED SIGNATORIES THE LESSEE: SIGNED AND DELIVERED on behalf of the above named MakeMyTrip (India) Pvt. Ltd. acting through Mohit Kabra, its authorized signatory: In the presence of: WITNESSES: 1. For and on behalf of MakeMyTrip (India) Pvt. Ltd.2.(Mohit Kabra) AUTHORIZED SIGNATORY-27-

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ANNEXURES A. COMMERCIAL C-I - Commercial terms & conditions forming integral part of lease C-II - Description of the Said Plot C-III - Electronic clearing system activation form B. TECHNICAL T-I - Tentative Gross leasable Area calculations T-II - Description of the floor plan(s) of Demised Premises T-III - Car parking spaces for use by THE LESSEE T-IV - Maintenance Charges (indicative) T-V - Tentative building specifications T-VI - Sharing of services/ division of floor T-VII - Guiding principles for the interior fit-out works of Demised Premises T-VIII - Handover for the interior fit-out works of Demised Premises T-IX - List of drawings required for submission by THE LESSEE T-XI - Building Guidelines/ THE LESSEE’s responsibility during interior fit-out works, additions/modifications/alterations of interior fit-out works and during lease Term/ Lease Renewal Term and operations during Lease Term/ Lease Renewal Term T-XI - Compliance Certificate

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ANNEXURE C-1 COMMERCIAL TERMS & CONDITIONS FORMING INTEGRAL PART OF LEASE S. NO ITEM DESCRIPTION 1. Demised premises (Refer Addendum) Floor in Said Building. 2. Gross Leasable Area of Demised Premises 1,38,293 square feet (12,847,674 square meters approximately). 3. Said Building Tower A, B & C 4. Said Complex DLF Building No. 5 Said Plot DLF Cyber City, Gurgaon 6. Lease Commencement Date 10th December 2016. 7. Rent Commencement Date 25th March 2017 8. Lease Term Three (03) years from Lease Commencement Date. 9. Date for commencement of THE LESSEE’s interior fit-out works Lease Commencement Date 10. Monthly Rent (Refer Addendum) Rs. (Rupees only) calculated at the rate of Rs. Per square foot per month/ Rs./-per square meter per month (Rupees only per square foot per month/ Rupees only per square meter per month) of Gross Leasable Area of Demised Premises. 11. Car Parking Charges (Refer Addendum) Rs./- (Rupees only for car parking space(s) at Rs./ - per car parking space per month. (Rupees only) per car parking space per month. 12. Date of payment of commencement of Car Parking Charges 25th March 2017 - 29 -

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13. Lease Renewal Term(s) and Escalation(s) (Refer Addendum) term(s) of years each. During Lease Term and Lease Renewal Term Monthly Rent, Car Parking Charges, Façade Signage Charges, Security Deposits etc., shall be enhanced at the end of and month/year from by 15% over and above last payable respective amount. Interest Free Refundable Security Deposit shall always be equivalent to months’ corresponding Monthly Rent and upon escalation as mentioned hereinabove, the differential amount shall be payable by THE LESSEE on or before such escalation. 14. Interest Free Refundable Security Deposit (IFRSD) (Refer Addendum) Rs. (Rupees only) calculated at the rate of Rs. /- per square foot per month / Rs. /- per square meter per month (Rupees only per square foot per month / Rupees only per square meter per month) of Gross Leasable Area of Demised Premises in the following manner: Payment on signing of LOI: months’ Monthly Rent amounting to Rs. /- (Rupees only). On signing of Lease Deed: months’ Monthly Rent amounting to Rs. /- (Rupees only). IFRSD shall always be equivalent to months’ corresponding Monthly Rent of Demised Premises as prevailing at any point of time during Lease Term. Further, upon escalation in Monthly Rent as mentioned at serial number 13 hereinabove, the differential amount shall be payable by THE LESSEE on or before such escalation. 15. Maintenance Charges 1.2 times of expenses/expenditure/costs which as on 1st Nov 2016 are estimated as under: a) For 12*5.5 business hours i.e. 8.00 am to 8.00 pm IST monday to friday and 8.00 am to 2.00 pm IST on saturday excluding sunday, public and national holidays: Rs. 21.75/- per square foot per month (Rs. 234.12 per square meter per month) (Rupees Twenty One and Paise Seventy Five only per square foot per month/Rupees Two Hundred Thirty Four and Paise Twelve only per square meter per month). b) For THE LESSEE’s specific business hours i.e. am to pm IST to and am to pm IST - 30 -

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on excluding saturday and/or sunday, public and national holidays: Rs. /- per square foot per month (Rs. per square meter per month) (Rupees only per square foot per month/ Rupees only per square meter per month) (as applicable). c) For 365*24*7 business hours excluding public and national holidays: Rs. 36 /- per square foot per month (Rs. 387.50/- per square meter per month) (Rupees Thirty six only per square foot per month/ Rupees Three Hundred Eighty Seven and Paise fifty only per square meter per month). For working beyond normal business hours as opted by THE LESSEE above the charges will be as per serial number 23. In the event Said Building is already operational and THE LESSEE is carrying out the interior fit-out works but does not utilize the central air conditioning for Demised Premises during such interior fit-out works period (which shall not be beyond 8 months from lease Commencement Date), maintenance will be charged at 50% of the Maintenance Chares for normal business hours, till such time air-conditioning is switched on in Demised Premises. 16. Interest Free refundable Maintenance Security Deposit(IFRMSD) Rs. 1,80,47,237/- (Rupees One Crore Eighty Lakhs Forty Seven Thousand Two Hundred and Thirty Seven only) calculated at the rate of estimated Maintenance Charges of Rs. 21.75/- per square foot per month/ Rs. 234.12/- per square meter per month (Rupees Twenty one and Paise Seventy Five only per square foot per month/Rupees Two Hundred Thirty Four and Paise Twelve only per square meter per month) of Gross Leasable Area of Demised Premises for six (06) months’ in the following manner: 1. payment on Signing of Lease Deed Rs. 1,80,47,237/- (Rupees One Crore Eighty Lakhs Forty Seven Thousand Two Hundred and Thirty Seven only); and 2. Payment of the differential amount as computed based on Six (06) months’ Maintenance Charges as prevailing at 37th 73rd and 109th month from Lease commencement Date, as the case may be, shall be made by THE LESSEE by the 1st day of the respective month. 17. Interest Free Refundable Utilities Security Deposit (IFRUSD) An aggregate of the following: a) Rs. NIL /- (Rupees

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NIL only) @ Rs. NIL per KVA for power load of 830 KVA calculated as 0.006 KVA per square foot of Demised Premises; b) Rs. /-(Rupees only) per KVA for additional power load of KVA (as and when applicable); including:- ● Non-refundable charge for additional power load: Rs. /-(Rupees only) per KVA. ● Refundable deposit for additional load: Rs. /-(Rupees only) per KVA. ●Infrastructure cost at cost + 20%; c) Rs. /-(Rupees only) towards one time non-refundable cost of meters/ monthly meter hire charges (as applicable) for power / power back-up; and d) Rs. /-(Rupees only) towards one time non-refundable cost of meter(s)/ monthly meter hire charges (as applicable) for air handling unit (“AHU”) electrical usage. 18. Power Load 0.006 KVA per square foot aggregating to 830 KVA. Additional load:- KVA (if required by THE LESSEE). 19. Normal business hours a) 12*5.5 business hours i.e. 8.00 am to 8.00 pm IST monday to friday and 8.00 am to 2.00 pm IST on saturday; or b) business hours i.e. am to pm IST monday to friday and am to pm IST on saturday; or c) 365*27*7 business hours. (*Delete whichever is not applicable) 20. Electricity / power charges As per actual consumption of units and as follows:- a) For supply of power from grid power (subject to availabiliity) - As per applicable grid rates; b) For supply of power from back up sources - Cost + 20%; c) For supply of power from utilities company - Cost + 20%. - 32 -

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21. Power back charges Cost + 20%. 22. Water charges Rs. (unit X units consumed in Demised Premises for the month or as determined from time to time. 23. Extra Hour Charges For working beyond normal business hours: Rs. 0.13/· per sq. ft. per hour on gross leasable area of the full floor even if the area of Demised Premises is less than the full floor area or per hour rate for Demised Premises to be intimated by the building manager. or For working beyond normal business hours: Rs. 0.23/- per sq. ft. per hour on the Gross Leasable Area of Demised Premises or per hour rate for Demised Premises to be intimated by the building manager. 24. Use and Occupation charges A per day amount calculated for each day of occupation Charges beyond termination/ expiry, calculated on the basis of Three (03) times the last payable Monthly Rent, as applicable immediately before termination/ expiry, divided by 30 days. 25. Façade Signage Number of signage(s) One (01) number(s) as per enclosure at location. 26. Façade Signage Rs. NIL-Charges (Rupees only) comprising of façade signage charges of Rs. for slot no. 27. lock-in period Forty Eight (48) Date. months from lease Commencement 28. Notice Period for 6 months. termination of lease 29. Stamp duty, As applicable, payable by THE LESSEE on or before signing of registration charges Lease Deed. and other incidental charges 30. Taxes for Demised As applicable, shall be paid by THE LESSEE. Premises 1. Other Miscellaneous a) Gas or IGL charges: As applicable, shall be paid by THE Charges LESSEE. b) Services provider, telecom & DTH charges: As applicable, shall be paid by THE LESSEE. 32. DPI Rate 18 % per annum.
33. Common passage and wall partition cost, if any (one time non-refundable cost) payable on signing of lease Deed Rs. NIL/- (Rupees Nil, only).

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34. Charges for terrace area Rs. /- (Rupees only) per month for months. 35. Communication address For THE LESSOR:- Name & Designation Mr. Amit Grover Director (Offices) Address 10th Floor, Gateway Tower, DLF Cyber City, Phase III. Gurgaon - 122002 Phone- Fax- E Mail: @dlf.in For THE LESSEE:- Name & Designation Mr. Mohit Kabra Group Chief Financial Officer Address Tower A, SP lnfocity, Plot No. 243. Udyog Vihar, Phase I, Gurgaon (Haryana)- 122016 Phone- Fax- E Mail 36. LOI (Refer Addendum) THE LESSOR: /s/ Nishant Banerjee & /s/ R. P. Punjani Nishant Banerjee & R. P. Punjani AUTHORISED SIGNATORY/IES THE LESSEE /s/ Mohi Kabra Mohit Kabra AUTHORISED SIGNATORY - 34 -

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ANNEXURE C-II DESCRIPTION OF THE SAID PLOT 35

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ANNEXURE C-III ELECTRONIC CLEARING SYSTEM ACTIVATION FORM Fields in red are mandatory for activating ECS (NEFT / IFSC) mode of payment 1 Name of THE LESSOR : DLF Cyber City Developers Limited 2. Contact person: Ms. Nancy Rana 3 Designation : Senior Manager 4 Address : 6th Floor, Gateway Tower DLF Cyber City, Phase Ill, Gurgaon - 122002 5 Mobile No : 6 Contact No : 0124-4778035 7 Email ID: rana-nancy@dlf.in 8 Fax : 9. PAN: AACCD3572H 10. TAN: 11. Bank Name : HDFC Bank Limited 12. Bank Address : Shopping Mall. DLF City I, GGN 13. Account No : 0442320001962 14. NEFT Code : 15. RTGS Code : IFSC : HDFC0000044 16. Swift Code * : Note: THE LESSEE to check with concerned bank for NEFT / RTGS / SWIFT Codes. Swift Code is required in case THE LESSEE has an account with HSBC bank. Bill-wise details against NEFT payments by mail. - 36 -

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ANNEXURET- I TENTATIVE SUPER AREA CALCULATIONS SUPER AREA CALCULATIONS BLOCK - A, BUILDING-5, CYBER CITY, GURGAON FLOOR / OFFICE NO. OFFICE AREA TERRACE AREA SUPER AREA TOTAL SUPER AREA (SQM) (SFT) (SQM) (SFT) (SQM) (SFT) (SQM) (SFT) 18th / 18F/1 1176.209 12661 - 1470.261 15826 1470.261 15826 19th/19F/1 1647.712 17736 2059.640 22170 2059.640 22170 19th/19F/4 617.706 6649 772.133 8311 19th/19F/5 838.239 9023 1047.799 11279 1047.799 11279 TOTAL 4279.866 46069 5349.833 57586 5349.833 57586 The Super area shall be the sum of Office area of the said premises and its prorata share of Common areas in the entire said building i.e., Building - 5. Whereas the Office area of The said premises shall mean the entire area enclosed by its periphery walls including area under walls, wall cladding, columns AHU, lift lobies and electrical rooms, half the area of walls common with other premises etc. which form integral part of said premises. Common area shall mean all such parts / areas in the said building which M/s MakeMyTrip (India) Pvt. Ltd. / Occupants of the said premises shall use by sharing with other Allottees / Occupants in the said building including entrance canopy and lobby, stilt area, atrium, corridors and passages, common toilets, area of cooling lowers, security / fire control room(s), lift shafts, a electrical shafts, D.G. shafts, AC shafts, pressurisation shafts, plumbing and fire shafts on all floors and rooms, staircases, mumties, refuge areas, lift machine rooms, water tanks, electric substation and transformers. In addition entire services area in basement including but not limited to D.G. set rooms, AC plant room underground water and other storage tanks, pump rooms, maintenance and service rooms, fan rooms and circulation areas etc. shall be counted towards common area.Super area of offices provided with attached useable open terrace(s) shall also include half the area of such terrace(s).

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ANNEXURE T-I TENTATIVE SUPER AREA CALCULATIONS SUPER AREA CALCULATIONS BLOCK - B, BUILDING-5, CYBER CITY, GURGAON FLOOR / OFFICE NO.OFFICE AREA TERRACE AREA SUPER AREA TOTAL SUPER AREA (SQM) (SFT) (SQM) (SFT) (SQM) (SFT) (SQM) (SFT) 18TH / 18F/4 1365.297 14696 - - 1706.621 18370 1706.621 18370 19TH/19F 3774.296 40627 4717.870 50783 4717.870 50783 TOTAL 5139.593 55323- - 6424.491 69153 6424.491 69153 The Super area shall be the sum of Office area of the said premises and its prorata share of Common areas in the entire said building i.e., Building - 5. Whereas the Office area of The said premises shall mean the entire area enclosed by its periphery walls including area under walls, wall cladding, columns AHU and electrical rooms, half the area of walls common with other premises etc. which form integral part of said premises. Common area shall mean all such parts / areas in the said building which M/s MakeMyTrip (India) Pvt. Ltd. / Occupants of the said premises shall use by sharing with other Allottees / Occupants in the said building including entrance canopy and lobby, stilt area, atrium, corridors and passages, common toilets, area of cooling towers, security / fire control room(s), lift shafts, all electrical shafts, D.G. shafts, AC shafts, pressurisation shafts, plumbing and fire shafts on all floors and rooms, staircases, mumties, refuge areas, lift machine rooms, water tanks, electric substation and transformers. In addition entire services area in basement including but not limited to D.G. set rooms, AC plant room underground water and other storage tanks, pump rooms, maintenance and service rooms, fan rooms and circulation areas etc. shall be counted towards common area. Super area of offices provided with attached useable open terrace(s) shall also include half the area of such terrace(s) 37(a)

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ANNEXURE - I TENTATIVE SUPER AREA CALCULATIONS SUPER AREA CALCULATIONS BLOCK - C, BUILDING-5, CYBER CITY, GURGAON OFFICE AREA TERRACE AREA SUPER AREA TOTAL SUPER AREA FLOOR I OFFICE NO. (SQM) (SFT) (SQM) (SFT) (SQM) (SFT) (SQM) (SFT) 19th / 19F/3 858.680 9243 -- 1073.350 11554 1073.350 11554 TOTAL 1073.350 11554 1073.350 11554 1073.350 11554 1073.350 11554 The Super area shall be the sum of Office area of the said premises and its prorata share of Common areas in the entire said building i.e., Building - 5. Whereas the Office area of the said premises shall mean the entire area enclosed by its periphery walls including area under walls, wall cladding, columns AHU, lift lobies and electrical rooms, half the area of walls common with other premises etc. which form integral part of said premises. Common area shall mean all such parts / areas in the said building which M/s MakeMyTrip (India) Pvt. Ltd. / Occupants of the said premises shall use by sharing with other Allottees / Occupants in the said building including entrance canopy and lobby, stilt area, atrium, corridors and passages, common toilets, area of cooling towers, security / fire control room(s), lift shafts, all electrical shafts, D.G. shafts, AC shafts, pressurisation shafts, plumbing and fire shafts on all floors and rooms, staircases, mumties, refuge areas, lift machine rooms, water tanks, electric substation and transformers. In addition entire services area in basement including but not limited to D.G. set rooms, AC plant room underground water and other storage tanks, pump rooms, maintenance and service rooms, fan rooms and circulation areas etc. shall be counted towards common area. Super area of offices provided with attached useable open terrace(s) shall also include half the area of such terrace(s). 37(b)

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annexure t - ii description of the floor plan(s) of the demised premises

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ANNEXURE T - II DESCRIPTION OF THE FLOOR PLAN(S) OF THE DEMISED PREMISES 38(a)

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ANNEXURE T-III CAR PARKING SPACES FOR USE BY THE LESSEE Number of car parking spaces in the basement/stilt/ surface car parking spaces for use by THE LESSEE one hundred and thirty eight (138) numbers - 39 -

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ANNEXURET-IV MAINTENANCE CHARGES (INDICATIVE) A. The Maintenance Charges shall be 1.20 times the sum total of the following charges / expenses / expenditure calculated on sq.ft. of Gross Leasable Area basis and shall be charged every month. The charges / expenses / expenditure shall include but shall not be limited to the following: 1. Annual maintenance contracts, service contracts, including taxes & statutory levies as applicable, lease rental and other charges for operation and maintenance of all equipments installed /to be installed. 2. Water for all purposes. 3. Electricity for central air-conditioning (excluding AHUs) and all services provided including in the parking, common and external areas. 4. Maintenance of landscaped areas, compound wall, tube well, electrification sewerage, roads and paths and any other services within the boundary of Said Plot. 5. Maintenance, cleaning, painting and necessary replacements of a revenue nature in common areas including cost of maintenance of basements and common services therein. 6. Security services. 7. Direct / indirect maintenance and administrative staff related to the maintenance of the Said Building. 8. All consumables for all services in common areas. 9. Annual fees of various authorities. 10. Diesel and lubricants etc. for DG sets and cost of gas and lubricants etc. for gas generators and air conditioning systems etc. 11. All replacements / refurnishing of parts of various equipments used in maintenance services. 12. Augmentation / upgradations / replacement / deployment of existing and additional security / fire / other electromechanical systems acquired through leasing / amortization / rental basis. 13. Expenses incurred on infrastructure in and around the Said Building. 14. Insurance of the Said Building 15. Depreciation / sinking fund / lease rentals of all electro-mechanical equipments, including but not limited to chillers, D.G. Sets and lifts. 16. Maintenance Charges for Car Parking Spaces. 17. Any expenditure incurred on personnel, administrative and any other related cost of the custom/excise staff posted at SEZs. B. Cost of exclusive services, if any, provided to the occupant shall be extra. c. Service Tax and other taxes, as applicable, shall be additional. D. Any other expenditure incidental or related to maintenance of the Said Building/Said Complex.
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ANNEXURE T-V TENTATIVE BUILDING SPECIFICATIONS Structure RCC framed structure Finishes External facade Combination of clear float glass and/or reflective floats glass with granite / metal cladding / exterior paint / any other. Atrium, lift lobbies floors & walls. Combination of Indian marbles and / or granites. Main staircase(s) / fire escape staircase(s)Terrazzo / kota stone / good concrete. Elevators High speed passenger elevators. Service elevator Parking Still/surface/basements Amenities Centrally air conditioned building - provision for office area air conditioning provided upto AHU on each floor. The internal distribution system of air conditioning shall be sole responsibility of the tenant. Power back up 100% power back-UP including power back up for AC system also. Fire fighting As per Laws. Wash room If provided, with CI/GI piping with no CP fittings, fixtures, wall / floor finishes. Electricity/telephone Provision on each floor up to the shaft. Connections have to be arranged by respective owners/users. No Electric conduits or wiring shall be provided in the slab. NOTE: A. Materials specially the imported ones are subject to availability as per prevalent policies of Govt. of India. B. The above specifications are subject to change at the sole discretion of THE LESSOR.
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ANNEXURE T-VI SHARING OF SERVICES / DIVISION OF FLOOR (i) In case Demised Premises is not contiguous with the AHU due to which the ducting is required to pass through any other lessee’s premises on the same floor, then THE LESSEE will provide FCU/AHU for Demised Premises and will also bring chilled water piping upto Demised Premises. (ii) However, in case of floor division into two or more offices, such that the services are to be shared amongst the occupants / lessees of the floor, THE LESSEE will design their services in sharing with the other lessee(s) on the floors. Similarly, THE LESSEE will not object to any other lessee passing their services from THE LESSEE’s Demised Premises (if required). Any damage to the interiors of THE LESSEE while passing of any common services by any other lessee will be rectified by the other lessee taking services through THE LESSEE’s premises. (iii) THE LESSEE ((if THE LESSEE is the first occupant to be using common AHU which is to be shared with the later occupant(s) / other lessees), will make arrangements in their ducting / plenum for tap-off for any other lessee whose services are designed from a common AHU shared by THE LESSEE. (iv)The necessary electrical connection for the FCU/AHU is to be done by THE LESSEE and connected to THE LESSOR’s panel by doing the necessary modifications. Also, the cost of chilled water piping / any electrical / plumbing / fire fighting modification shall be borne by THE LESSEE. (v) HVAC plenum and lowside ducting needs to be done by THE LESSEE at its own cost. In case, all occupants/ lessees of the floor have closed their false ceiling and no duct is left for future occupant/ lessee, THE LESSEE occupying at later stage will have to install their own FCU and make the necessary connections to chilled water lines. THE LESSEE is required to share the cost of HVAC plenum/ ducting provisioning with other occupants/ lessees. (vi) Any dismantling of false ceiling of common areas for services by THE LESSEE is to be made good (as per THE LESSOR’s specifications) by THE LESSEE at their own cost. (vii) Sprinkler tap - off: THE LESSEE has to take tap - off for down type Sprinklers with installation of valves under supervision of Building Management Team - 42 -

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ANNEXURE T-VII GUIDING PRINCIPLES FOR THE INTERIOR FIT-OUT WORKS OF DEMISED PREMISES Please refer Annexure T-X. - 43 -

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ANNEXURE T-VIII HANDOVER OF DEMISED PREMISES FOR OCCUPATION 1. Gas generators, DG and chillers shall be commissioned for servicing the Demised Premises when THE LESSEE has completed their scope of work for the low side before the integration with THE LESSOR high side services can be done. The services will be provided / connected within three working days of THE LESSEE’s request after THE LESSEE has completed their scope of work including interiors as per drawings approved by THE LESSOR. 2. Lift facility will be available one day before THE LESSEE starts operations, when advised by THE LESSEE. 3. THE LESSEE to discuss and finalize all connectivity issues relating to telephone and wireless services with the service provider. Cables of Telephone Service Provider shall be terminated to the basement of the building. 4. THE LESSOR shall not provide any storage space to THE LESSEE in the basements of Said building. - 44 -

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ANNEXURE T-IX LIST OF DRAWINGS AND DETAILS REQUIRED FOR SUBMISSION BY THE LESSEE 1. Architectural Design 1. Interior layout drawing showing all the facilities provided. 2. Typical section details showing the false ceiling height. 3. Additional pantry detail drawings if any. 4. False ceiling details along the curtain/ structural glazing. 5. Equipment layout with dimensions and weight for UPS/ server/ hub/ battery room or any other area with additional structural load. 6. Clear width of passage/corridors leading to fire exits. 2. Electrical Design 1. Electrical load sheet (equipment and lighting load details). 2. SLD showing load balancing of the system. 3. Electrical layout. 4. Data and raceway layout. 5. Power and LV system layout. 6. Fire detection and alarm system layout indicating type of detectors and spacing between them & from walls/partitions. 7. PA system layout 8. Coordinated reflected ceiling plan with other services. 9. Number of earth pits required to be provided. 10. Earthing schematic 11. Lighting layout with emergency lighting indicated. 3. HVAC Design 1. Heat load calculations 2. Ducting layout showing AHU capacity. 3. Chilled water pipe routing if provision of FCU required. 4. Number of outdoor split units required in case provided by THE LESSEE 5. Toilet and pantry ventilation layout. 6. Occupancy details. 4. Plumbing and Fire Fighting Design 1. Population/ occupancy details. 2. Toilets and pantry plumbing detail drawings with all fixture and pipe sizing indicated. 3. Sprinkler system layout indicating spacing between sprinklers, distance from partitions & pipe sizes. 4. Fire suppression system layout for server / hub/ UPS & battery room showing location of nozzles, size and location of gas cylinders, control panel, abort switch etc. 5. Fire exit signage location 6. Fire evacuation plan 5. Additional Drawings required for the Retail/ kitchen area 1. Kitchen exhaust (including duct material detail) and routing, details of fire suppression system provided for hoods. 2. Scrubber specifications including size, weight, load distribution details, location and ducting 3. Fresh air system 4. Grease trap location 6. Facade signage - 45 -

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1. Elevation of the signage with complete dimensions 2. Day & night view of signage 3. Fixing details, a. Structural calculations with Staad file b. Size of hoarding c. Level of bottom & top of hoarding with respect to ground level. d. Wind load calculations (consideration of appropriate gust factor) e. Design calculation of hoarding supporting structure like supporting columns, beams, bolts& base plate etc. f. Sustainability check of existing structure like columns on which the entire signage is resting (should be checked for amount of moment & reaction from signage). g. Deflection criteria to be checked. h. Staad model. 4. Drawings showing proper elevation, section & connection details. 5. Electrical SLD Important Design Considerations THE LESSEE shall design the interior fit-outs considering the base building drawings Architectural Design 1. Design should be in compliance with laws. 2. Brickwork / blockwork will not be allowed. Only temporary partitions such as gypsums shall be used for interior fit-out works. 3. Toilet and pantry layout shall be maintained as indicated in the base building layout. Any modification in the toilet layout including the change in orientation of WCs or other fixture shall not be allowed. 4. THE LESSEE shall provide 2 hours fire rated smoke check doors at all entry / exit points of the Demised Premises. 5. Spacing between back to back rows of straight workstations shall not be less than 1900mm. 6. Maximum number of workstations in a row counted shall not exceed 7 numbers if exit corridor is provided on only one side of the row. 7. Maximum number of workstations in a row counted shall not exceed 14 numbers if exit corridor is provided on both side of the row. 8. Spacing between back to back rows of L-shaped workstations shall not be less than 700mm. Only roller blinds to be provided. 9. Partitions within the Demised Premises to be designed to terminate at mullions/ walls/ columns, keeping an expansion joint of 5mm to be filled with silicon sealant only. 10. Provision for trap door has been made for all shafts. Trap doors to be provided by THE LESSEE with proper locking arrangement. The trap doors shall not be permanently sealed/ closed. One set of keys for the trap doors should always be available with the on-duty security guard of THE LESSEE so that the shaft is accessible during any emergency. The shaft(s) accessible through Demised Premises to be kept clean by THE LESSEE at all times. 11. Location of server room / UPS room or any other facility room where additional structural load is to be considered should be clearly marked with the equipment load details and layout, for structural design consideration. 12. Any modification sought in the base building or any facility which has an impact on the building’s architectural feature should be highlighted in the architectural drawings for review. Such modifications seeking any structural changes, facade changes or aesthetics of Said Building would not be considered. - 46 -

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Electrical Design 1. Only MS/GI Conduits shall be used for electrical wiring. 2. The smoke detection and PA system being provided by THE LESSEE is required to be integrated by THE LESSEE with base building’s smoke detection and PA system. 3. Response indicators shall be provided by THE LESSEE for above ceiling detectors and also for rooms which are normally kept locked. HVAC Design 1. THE LESSEE shall provide motorized fire dampers. 2. Fire dampers to be put both in supply ducting and return air path. 3. AC split units/ PACs to be designed only for critical areas such as server room/ hub room/ UPS room. For cafeteria, a separate chilled water tap-off with motorized on-off switch can be taken (in case THE LESSEE wants to avoid mixing of AHU air and cafeteria air). 4. THE LESSEE’s services such as ducting etc. shall not pass through the common area (lift lobby, common corridors). 5. The AC distribution system inside the Demised Premises should be well designed and executed with proper supply and return air path. THE LESSEE should also ensure uniform distribution of air through proper design and execution of AC duct. Proper functioning of VAV or any air modulating unit installed inside Demised Premises shall be ensured by THE LESSEE. Plumbing and Fire Fighting Design 1. Upright layer of sprinklers provided by THE LESSOR shall not be disturbed by THE LESSEE. A separate tap-off has been provided for installing the second layer of pendant type sprinklers. 2. Joints for sprinkler drop points to be MS threaded for pipe sizes below 50mm as required by Laws. 3. Quick response sprinkler bulbs to be installed. 4. THE LESSEE shall provide sprinklers and smoke detectors in toilets as part of their fit-outs. 5. Flexible connections for sprinklers if used shall be UL listed & tested for working pressure at 200psi. 6. In server room/ UPS room/ Electrical room/ Hub room, clean agent based total flooding system shall be provided by THE LESSEE. 7. Only cisterns to be used. No flush valves allowed. Notes: 1. Please ensure to mention THE LESSEE’s name, building name, floor and area on all the drawings. 2. Please submit the complete set of drawings/ details which will be reviewed/ commented on by THE LESSOR’s architect/ consultant and returned to THE LESSEE. Incomplete submission will not be accepted. THE LESSEE to submit a photocopy of the commented drawings to THE LESSOR’s Building Management team before start of works on site. 3. Drawings should be coordinated with other services’ drawing. 4. Drawings should be of legible format and should be duly signed by THE LESSEE’s architect/consultant. 5. Name of THE LESSEE’s architect/consultant with contact details should be mentioned on all the drawings. - 47 -

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ANNEXURE T-X BUILDING GUIDELINES DURING INTERIOR FIT-OUTS WORKS, ADDITIONS/ MODIFICATIONS/ ALTERATIONS OF INTERIOR FIT-OUT WORKS (REFERRED HEREINAFTER AS INTERIOR FIT-OUT WORKS) AND DURING THE LEASE TERM/ LEASE RENEWAL TERM AND DURING OPERATIONS INDEX: BUILDING GUIDELINES DURING INTERIOR FIT-OUT WORKS 1. Work Standards 2. Noise and Vibration 3. Storage 4. Waste Management 5. Hazardous substances 6. Site Inductions 7. First Aid 8. Electrical Works 9. Electrical Isolation and Equipment 10. Working at heights a. Scaffolding b. Ladders c. Access to the rooftop 11. Personal Protective Equipment and Clothing 12. Guarding 13. Fire Protection 14. Provision of kitchen and pantries a. For offices having small pantries b. For offices with provision of hot plate / electrical appliance based cooking c. Protection of kitchen hood & duct 15. Drawings & specifications BUILDING GUIDELINES FOR OPERATIONS 16. Contact Point 17. Sign in/ sign out 18. Signs 19. Environment 20. Safety a. THE LESSEE’s responsibilities as an employer b. THE LESSEE’s employees’ responsibilities c. Incident reporting d. Alcohol and Drugs e. Recycling - 48 -

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f. Explosives 21. Cooling and heating of Premises 22. Supervision 23. Insurance 24. Cleaning 25. Use of facilities 26. Services 27. No dangerous behavior 28. Use of Common Areas 29. Delivering goods using trolley 30. Equipment 31. Elevator, escalator rules 32. Rubbish 33. Loading dock and service yard 34. THE LESSEE must obey fire regulations 35. Danger or risk to person or property 36. Parking 37. Other requirements 38. Breach of Building Guidelines - 49-

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THE LESSEE shall ensure that the execution and implementation of the interior fit- out works is in compliance with Laws. The following are the Building Guidelines effective as on the date the Demised Premises is handed over to THE LESSEE for interior fit-out works/ Lease Commencement Date. The Building Guidelines form part of the Lease Deed and may be amended by THE LESSOR at any time in accordance with the lease Deed and as per Laws. All safety procedures laid down by THE LESSOR from time to time shall be followed by THE LESSEE. Any other safety measure deemed necessary for safe execution of the work shall be taken by THE LESSEE to ensure safety. THE LESSEE shall ensure that no structural changes/ damage take place. Note: 1. THE LESSEE includes THE LESSEE’s employees, agents, customers, contractors, invitees and any other person claiming under THE LESSEE. It follows that if a Building Guideline requires THE LESSEE to do (or not do) something, THE LESSEE must ensure that its employees, customers etc. do (or refrain from doing) that thing; 2. The Building Manager means the person THE LESSOR nominates as the manager of the Said Building; 3. Building Management means management and running the day to day affairs of the Building including but not limited to leasing, marketing and smooth operations, safety and security etc. for the Said Building; 4. Where the context permits, THE LESSOR includes the Building Manager; and 5. Words beginning with capital letters that are defined in the Lease Deed shall have the same meaning in the Building Guidelines. BUILDING GUIDELINE FOR INTERIOR FIT OUT WORKS 1: Work Standards 1.1 All works to be carried out in a professional manner and only by appropriately licensed and professionally trained personnel. 1.2 THE LESSEE’s contractors shall ensure that all work undertaken on site, as well as the equipments and tools used shall conform to relevant safety standards and legislative requirements. THE LESSEE’s contractors shall be required to modify or remove any equipment that does not meet these requirements of THE LESSOR. 1.3 An indemnity bond shall be required to be furnished by THE LESSEE to THE LESSOR / Building Management prior to commencement of any work in the Demised Premises / Said Building. 2: Noise and Vibration 2.1 During normal business hours, no noisy interior works such as drilling, hammering, cutting, chiseling etc. is to be carried out by THE LESSEE. The same can be done after normal business hours in consultation with THE LESSOR’s Building Management team. However, works other than the above can be carried on which cause no disturbance to the other occupied floors in the Said Building/ Said Complex. In a new building where no other occupant is operational, the interior works may be done on 24 hours basis. In a multi-tenanted building, as soon as any other occupant/ lessee completes their interior works and becomes operational; no noisy works to be done during office hours. - 50 -

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2.2 Building Management reserves the right to stop work in cases of excessive noise or where they believe the safety or “quiet enjoyment” of the other occupants/ Lessees or their staff and general public is compromised. 2.3 All hours of work must be agreed to with Building Management prior to commencement of such works. 3. Storage 3.1 THE LESSEE to ensure that the stair cases are not blocked with interior fit-out material. 3.2 No material to be stocked in the lift lobby area. 3.3 THE LESSEE shall not store paint and other combustible material at Demised Premises. The material may be brought onto the floor for interior finishing as and when it is required. 3.4 No storage (even temporary) of any material/ records in basement is allowed. 4: Waste Management 4.1 It is THE LESSEE’s contractor and THE LESSEE’s responsibility to dispose of the rubbish in an appropriate manner. 4.2 THE LESSEE’s contractors shall maintain on the site, during the progress of their works, a suitable heavy-duty industrial vacuum cleaner and shall thoroughly clean all work areas daily. 4.3 All rubbish must be removed daily from the site as it accumulates. Every day, on completion of work, THE LESSEE shall ensure that the site is cleaned off of all combustible & non-combustible scrap including any wood/paper/loose paint /any other material/scrap is removed from the Demised Premises. 4.4 Washing paint and grease from hands is not permitted in the Said Building’s bathroom facility. 4.5 Any hazardous materials (e.g. asbestos, foam, chemicals etc.) must be disposed of in accordance with governing regulations. 4.6 Wet and dry garbage shall be disposed separately as per the Said Building’s policy 5: Hazardous substances THE LESSOR subscribes to an environmentally sensitive approach to hazardous substances, therefore THE LESSEE and THE LESSEE’s contractors are expected to seek out and recommend suitable alternatives to the use of hazardous substance if possible. THE LESSOR actively supports the use of safe products and therefore requires that all chemicals and substances used on its Property are as environmentally safe as possible. 6: Site Inductions All THE LESSEE’s staff and THE LESSEE’s contractors conducting the interior fit-out works in the Said Building /Demised Premises must attend THE LESSOR’s site induction programme and obtain an induction certificate prior to commencement of such works. In addition, prior to the commencement of works at the Demised Premises, all THE LESSEE’s contractors must conduct a risk assessment of the proposed works they are undertaking and provide a safe work method statement. THE LESSEE’s contractor must ensure that their staff complies with safe work method statement at all times. Wherever applicable, THE LESSEE’s contractor will be nominated as THE LESSEE’s Principal contractor and will be responsible for complying with all requirements of the relevant guidelines. 7: First Aid All THE LESSEE’s contractors/ staff on site must keep a suitable first aid kit at all times located on the work site and shall familiarise themselves with the Said Building’s first aid facilities. All THE - 51 -

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LESSEE’s contractors/ staff shall provide first aid training to their personnel to be engaged at the Demised Premises with the Environment, Health and Safety (EH&S) requirements. THE LESSEE’s contractor must have supply of adequate first aid facilities for their work, but as a minimum a first aid kid must be on-site with THE LESSEE’s contractor. 8: Electrical works 8.1 No work is permitted on “live” electrical installations except for the purpose of commissioning or testing and after a written safe work method statement has been completed by the licensed electrician who will carry out the work. 8.2 Ladders used in electrical works should be fully insulated by provision of rubber/neoprene shoes. 8.3 For the operational usage, THE LESSOR has provided the electrical tap-off in electrical room along with sub-meters installed for supply of power from grid/supplying agency and back-up power. THE LESSEE to tap-off electricity through proper distribution panel / board properly earthed. The distribution of electricity inside the Demised Premises during the interior fit-out works shall be responsibility of THE LESSEE. 8.4 All electrical installation shall be carried by an authorized licensed contractor and THE LESSEE shall submit the installation test certificate issued by the same contractor and certificate of verification of these installations by a reputed electrical consultant. THE LESSEE will ensure that the workmen deployed for the interior fit-out works are meeting the statutory requirements depending on the trade/ activity (electrical, welding, gas cutting etc.). 8.5 During interior fit-out works, the electrical supply for fit-outs to be given through portable DG/ Building DG (if installed). In case power for fit-outs is provided through temporary portable DG installed outside, THE LESSEE will have to take the tapping though a cable of suitable rating from outside the Said Building. THE LESSEE to take the electricity in a proper panel / fitted with MCB & ELCB with proper earthing. Cable of proper rating to be used as per load. No loose connection & joints in wires will be allowed. During interior works while using drilling/hammering machine or any other electrical equipment, THE LESSEE shall ensure that proper 3 pin plugs are used. No over loading of socket will be allowed. All hand tools shall have double insulation facility. 8.6 All machines / tools to be used by THE LESSEE are required to be of reputed make and shall meet all safety requirements. All rotating parts of machines I tools shall be adequately guarded to prevent any accidental contact. 8.7 All outgoing feeders single phase & 3 phase in Panels & DBs outlets shall be suitable of individual equipment rating and outgoing feeders must have a protection arrangement so that it should trip in the event of overload, short circuit & earth fault. 8.8 All material to be used should be of IS Standard & from reputed manufacturer. No sub-standard material to be used. 8.9 No aluminum cable to be used. Only copper cables of lSI make to be used. 8.10 Under no circumstances, during interior fit-out works/ operations, should the safety system in the circuit / MCB / ELCB be bypassed. THE LESSEE is required to ensure that this is adhered to under all circumstances. 8.11 LED/ CFL & tubes with electronic chokes to be used. Aluminum / copper chokes shall not be used. 8.12 Compressors of split AC/ precision AC is required to be serviced regularly to avoid overheating / jamming of compressor/ fan motor. Stabilizer sockets to be checked regularly for heating. 8.13 Supply from one socket to be used for one source only and 3 wire cable to be used rather than 3 different cables. Overloading of sockets shall not be permitted. -52-

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8.14 Balancing of load should be proper in all 3 phases. 8.15 Coffee machine/ water cooler/ oven and any other Electrical appliances should be properly earthed and to be used with a proper rating of cable through 30mA ELCB. 8.16 For power output 15 amp plug, for lighting 5 amp plug, and for AC, industrial sockets to be used by THE LESSEE. 8.17 Small step down transformer for lighting to be properly secured on the true ceiling. No such transformer/ electronic choke shall be kept/ secured on false ceiling. 8.18 No PVC pipes to be used for Electrical wiring; only MS/GI pipes to be used. 8.19 Electrical panel wiring to be properly dressed and the gap between the phases, phase to neutral/ earth shall be as per IE rules. 8.20 CT provided in the electrical panel should be of proper size and should have a proper gap between the space and CT to be checked for any heating/ cracking. CT secondary shall not be open under any circumstances. 8.21 One circuit should not have more than eight light point or two power points. 8.22 Only LED signages to be used. 8.23 THE LESSEE to ensure that the electro-mechanical systems installed in the Demised Premises is properly maintained during their interior fit-out works and during operations. THE LESSEE to also ensure that no fire spreads from the Demised Premises. 8.24 THE LESSEE to have the audit of their entire Electrical systems done on a half-yearly basis by a reputed Electrical consultant and provide a certificate certifying that all THE LESSEE’s installations including insulation resistance are in good and safe working condition and does not have any possibility of short circuit and becoming a fire source. The aforesaid certificate is required to be submitted to the Building Management team on half-yearly basis. 8.25 THE LESSEE to have the audit of their entire HVAC systems done on a half-yearly basis by a reputed HVAC consultant and provide a certificate certifying that all THE LESSEE’s installations are in good and safe working condition and does not have any possibility of short circuit and becoming a fire source. The aforesaid certificate is required to be submitted to the Building Management team on half-yearly basis. 9: Electrical Isolation and Equipment 9.1 Compact fluorescent lamps/ LED/ any other energy efficient equipment as mandated under applicable Laws and/ or as advised by THE LESSOR shall be used by THE LESSEE for the purpose of internal lighting. 9.2 Isolation of electrical supply on the switchboards is only to be carried out by a qualified or authorised person after prior approval from Building Management has been obtained. 9.3 Main switches, circuit breakers or fuses must be tagged, with an approved tag stating reasons for isolation and signed by a qualified person. 9.4 All equipment must be fully tested prior to the tag being removed and the circuit energised. Only the person who tagged the equipment may authorise the removal of the tag and energising the system. 10: Working at heights 10.1 Written safe work method statements must be supplied for all works carried out at over 1.8 metres from the ground (Working at heights). When accessing any high areas or near edges where there is a risk of falling down, THE LESSEE or THE LESSEE’s contractor - 53 -

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must ensure all personnel are trained in the safe working procedures applicable. As a minimum risk control strategy, all personnel will wear full body harness, shock-absorbing lanyard and be connected to a fall restraint or fall arrest system. 10.2 THE LESSEE’s contractor must supply personal protective equipment as required to complete the work. 10.3 Whenever work at height (Working at heights) is in progress, area below shall be adequately barricaded to prevent injury to people due to falling material. Scaffolding Any work to be carried out at heights that require the use of scaffolding must be complied with the relevant work safe regulations. Ladders Ladders must be in good order and structurally sound. Ladders must be of industrial grade approved standards. All THE LESSEE’s contractors must conduct safe use of Ladder training for all their employees prior to coming to site. Ladders are not to be placed against any window or electrical equipment, cupboards, fire or water lines etc. When using ladders in public areas, appropriate barriers and warning signs must be used on all sides of the ladder. No ladder is to be left standing if unattended in public areas of the Demised Premises/Said Building/ Said Complex. Access to the rooftop Access to the rooftop/ terraces can be gained on request. THE LESSEE’s contractors must contact Building Management and complete a restricted areas access permit prior to entering this area. Please note when using a ladder, three limbs must be in contact with the ladder at all times. No ladders are to be left standing, if unattended. When tools or equipment need to be carried to the rooftop/ terrace, it must be done using the stairwells only. If the load is awkward or heavy, an alternative means must be adopted after consulting Building Management. Hazardous areas are generally identified by yellow line marking and signage - communicating a no go zone, where an extreme caution is always warranted. 11: Personal Protective Equipment and Clothing 11.1 It is the responsibility of the supervisor or Manager of THE LESSEE to ensure that their personnel and their contractor’s staff have suitable protective clothing and equipment to carry out their tasks safely. 11.2 No workman shall be permitted to work without wearing appropriate Personal Protective Equipment (PPE). The PPE is required to meet the relevant IS standards or shall have CE approval. 12: Guarding Guarding covering such items as rotating couplings, grinding wheels and general moving machinery (i.e. compactors) must not be left off without the correct isolation being in place. - 54 -

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No machinery, hand tools or any other type of equipment are to be operated without effective safety guards. 13: Fire Protection 1. The existing sprinkler systems provided is not to be isolated or closed at any point of time during interior works. 2. THE LESSEE shall provide a separate network of sprinklers below the false ceiling. 3. If no false ceiling is proposed to be provided but partitions are carried up to roof level, THE LESSEE shall install additional sprinklers to ensure that the distance between two sprinklers is not more than 3000 mm & from wall/partition not more than 1500 mm. 4. Before starting the interior/fit-out works, THE LESSEE will also check for themselves that the sprinkler systems are in working condition. 5. Upon completion of false ceiling, the sprinkler below false ceiling is to be charged. Only upon charging the sprinklers below false ceiling, THE LESSEE can do other interior works and can bring in the carpets / furniture / modular workstations/ chairs / wood for partitions etc. into the premises for installation. 6. Sprinkler system shall be provided by THE LESSEE as per NBC and relevant IS code (IS:15105) 7. Fire detection and alarm system with smoke / heat detectors shall be provided by THE LESSEE as per NBC and conforming to relevant IS code (IS: 2189). 8. Fire detection, alarm systems and fire fighting systems must not be closed or isolated at any time even during the period when interior works are carried out or during the Lease Term or Lease Renewal Term. (should be as per NBC). 9. Before start of Interior works, THE LESSEE to ensure minimum 4 nos. Fire Extinguishers (two each of ABC 5 kg and C02 6.8 kg), 4 Nos. Sand buckets & 4 nos. Water buckets are placed at different locations of the Demised Premises (on each floor). 10. 2 sets of Fire hose connections shall be taken by THE LESSEE from the nearest Fire Hose Cabinet and shall be available at the fit-out area in a ready to use condition. 11. Zonal fire detection panels are provided on all floors. THE LESSEE to ensure that at any point of time there would be smoke detectors spread over the Demised Premises operational and connected to the Zonal panel. 12. During interior works, THE LESSEE to ensure proper signages and fire escape routes are prominently displayed inside their premises. 13. Security Guards professionally trained in fire fighting systems to be deployed on each floor during all shifts round the clock. They should be capable of handling the fire-fighting equipment provided on the floors such as fire hydrants etc. 14. The Said Building/ Said Complex is a no smoking zone. THE LESSEE to ensure that even during interior fit-out works, no person smokes inside the Demised Premises/ Said Building. Match Boxes & Cigarette Lighters are not allowed in the Said Building. 15. No items of any nature to be stored by THE LESSEE in the electrical control/ panel room. A stray electrical spark may result in such items catching fire; moreover, presence of such items may impede access to control Panel in times of emergency. 16. Use/storage of cooking gas / cooking gas cylinders in the Demised Premises is not allowed. 17. THE LESSEE’s Security Personnel should not remain inside the offices after they have been closed for the day. Unauthorized smoking by such staff can also contribute to major fire. After closing hours, THE LESSEE’s security/ guard be stationed outside the - 55 -

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office (and not within), and the interiors of the offices can be monitored by then over closed circuit video cameras. 18. THE LESSEE shall ensure the fire exit routes from their premises are free from obstruction at all times. All the exit doors shall not have any mechanical latches / bolts or locks. These doors shall be provided with panic bar for exit from inside the Demised Premises 19. All access controlled doors provided by THE LESSEE shall be integrated with the fire detection and alarm system of the Demised Pemises and shall automatically deactivate in case of any fire. Emergency manual override button shall also be provided with these doors. 20. THE LESSEE shall ensure that their PA and Fire Alarm system is integrated with Building PA and Fire System, before starting their operations. 21. THE LESSEE shall ensure that motorized AHU supply & return Dampers provided by them are closing on activation of Fire alarm and simultaneously AHU shall also trip. 22. Response indicators shall be provided by THE LESSEE for above ceiling detectors and also for rooms which are normally kept locked. THE LESSEE shall install automatic fire detection and alarm system with clean agent total flooding Fire suppression System, FM 200/Novac 1230 or equivalent, in Server Room / Hub room, UPS / Battery room. The automatic clean agent total flooding fire suppression system shall always remain on Automatic mode and will not be kept on manual mode under any circumstances. 23. UPS & Battery room enclosure shall be constructed with 2 hour fire rated partitions & doors. 24. Fire detection and fighting system shall be maintained by THE LESSEE as per relevant IS standards. (IS: 2189, IS: 15105, IS:2190 etc.) 25. Hot works Before doing any welding works, THE LESSEE to obtain hot works permit from THE LESSOR and ensure that the site is clear, no paper/wood pieces/or any other combustible material is around and adequate standby fire-fighting mechanism in place in the area where the hot works are being carried out, which includes at least 2 numbers of fire extinguishers, 1 number of sand buckets, 1 number of water bucket etc. are in place. THE LESSEE’s contractor must know proper handling of fire extinguisher during emergency. Once the welding is completed, the site to be re-inspected for any welding spark. No gas of any kind to be used for welding purposes. Only arc/electrical welding to be used. THE LESSEE shall ensure that maximum two sets of gas cutting sets with trolley shall be allowed to be stored in the Demised Premises. THE LESSEE shall ensure no hot works shall be allowed if adhesive (glue) work and solvent based painting work is being carried out within 10 meters (including grinding work) to avoid any fire incident. 14: Provision of kitchen and pantries Provision of pantries and kitchens in the Demised Premises shall be subject to the following: 1. Offices having smaller pantries with facility of heating the precooked food with micro ovens & induction plates (no cooking) where any cooking is not carried out & hoods are not provided. For these Pantries, normal fire detection with heat detectors & sprinklers for automatic fire suppression are considered adequate. 2. For kitchens in the Demised Premises where apart from heating the pre-cooked food, cooking is also carried out by means of hot plates and other electrical appliances: - 56 -

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i. Suitable fire suppression system for the protection of kitchen hoods shall be provided, two types of fire suppression system are being adopted in most of the kitchens which are also acceptable to local fire authorities. These are: a) Wet-chemical kitchen fire suppression system. b) Watermist kitchen fire suppression Systems. ii. Material for exhaust duct iii. The material of all kitchen exhaust duct shall be either carbon steel of thickness not less than 1.37 mm or stainless steel of thickness not less than 1.09 mm. iv. Protection of exhaust ducts The exhaust ducts are also required to be protected by providing high temperature sprinkler (140 degrees Celsius) inside the duct (every 3 mtr along the horizontal run and on top of the duct in the vertical run unless there is any bend or off set in which case an additional sprinkler shall be provided at the offset. For providing sprinklers in the ducts, tapping may be taken from the header running in the kitchen. v. The material of all kitchen exhaust duct shall be either carbon steel of thickness not less than 1.37 mm or stainless steel of thickness not less than 1.09 mm. vi. Cleaning of kitchen hood & Duct Kitchen hood & Duct shall be cleaned as per the following process: a. The kitchen and oven ducts shall be cleaned at an interval of not more than 3 months. b. The filters on the kitchen hood and oven shall be cleaned daily. c. The responsibility for cleaning the ducts shall be with THE LESSEE d. THE LESSEE shall submit to THE LESSOR an annual schedule for the quarterly cleaning of ducts. e. THE LESSEE shall engage a reputed vendor who has the requisite expertise, manpower and equipment to carry out the duct cleaning work. f. THE LESSEE shall obtain a certificate from the vendor after the cleaning is carried out. g. THE LESSEE shall make arrangement for taking photographs of duct before and after the cleaning is carried out. h. THE LESSEE shall submit to THE LESSOR the copy of the cleaning certificate along with the before and after photos and maintain client wise record. i. The date of cleaning and the next due date for cleaning shall be marked with a sticker in easily visible manner on the duct. Fire blanket shall be provided by THE LESSEE in the kitchen. j. Type K extinguishers shall be provided by THE LESSEE in the kitchen in addition to the other type of fire extinguishers. 3. Protection of kitchen hood & duct: i. THE LESSEE shall submit the detail of these installations including kitchen & duct layout, hood detail, fire suppression system detail for hood, sprinkler layout for duct, detail of extinguishers to be installed in the kitchen, to the lessor for review prior to installation on site. ii. The details & drawings shall be reviewed by THE LESSOR’s fire consultant. THE LESSEE shall incorporate all the observations comments given by THE LESSOR’s fire consultant in their design and re-submit the revised GFC drawings prior to installation on site. iii. After the kitchen installation is completed by THE LESSEE, the same shall be inspected by THE LESSOR’s Fire Consultant. kitchen operations shall be started only after all - 57 -

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observations made by THE LESSOR’s Fire Consultant are incorporated in the installation. 15. Drawings & specifications 1. THE LESSEE shall ensure that the fit-out works is done as per the drawings reviewed & commented on by THE LESSOR’s architect/ consultant. No deviation will be allowed. 2. Brickwork / blockwork will not be allowed. Only temporary partitions such as gypsums shall be used for interior works. 3. Toilet & pantry layout shall be maintained as indicated in the base building layout. Any modification in the toilet layout including the change in orientation of WCs or other fixture shall not be allowed. 4. THE LESSEE to use fire retardant material in the design of their interior fit-out works. 5. While designing of interior works by THE LESSEE, it should be kept in mind that the access to the fire hydrants is not restricted in any way. 6. For flushing of water closets only cisterns/concealed cisterns are to be used. No flushing valves to be installed. BUILDING GUIDELINES FOR OPERATIONS As and when there is Puja/ Havan in the Demised Premises, THE LESSEE shall do so with the prior written approval for the same from THE LESSOR’s Building Management team after intimating the essential details like time, date and the venue. 16: Contact Point THE LESSEE must advise THE LESSOR of THE LESSEE’s contact address and telephone number in case of an emergency. THE LESSEE must immediately advise THE LESSOR of any changes to these details. 17: Sign In/ Sign Out All THE LESSEE’s contractors working on site must sign in and sign out on a daily basis. THE LESSEE and THE LESSEE’s contractor by signing in are acknowledging that they understand the Building Guidelines and they shall abide by them at all times. If they are found working on SITE without having signed in, they will be made to cease work immediately and be made to sign in. if they repeatedly commence works without signing in, THE LESSEE’s contractor will be removed from the site immediately and may be denied entry to site in the future. 18: Signs 31.1 THE LESSEE must not, without THE LESSOR’s consent, place and use or erect any sign, flag, banner, light, name, awning, canopy, advertisement or any other item: a) outside of the Demised Premises (including the entry door / entrance to the Demised Premises); or b) where it may obstruct the visual presentation immediately inside the entry, to the Demised Premises. 19: Environment Environmental considerations have become increasingly central to the manner in which we approach our business. So too, THE LESSEE’s contractors and THE LESSEE are expected to be aware of their environmental responsibilities. - 58 -

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The reductions of energy and water consumption, along with the emission of carbon dioxide (a major greenhouse gas) are important issues which need to be addressed by THE LESSOR’s, THE LESSEE’s contractors and THE LESSEE. THE LESSOR is continuously investigating safer, non-toxic methods of water treatment control along with the proper control of emissions and disposals of wastes, noxious or otherwise. It is important to remember that these environmental objectives and priorities apply to all the occupants of the Said Building including THE LESSEE, customers, THE LESSEE’s contractors and visitors. 20: Safety THE LESSEE must ensure that a safe working environment is provided and maintained for all occupants/ visitors of the Demised Premises/ Said Building. The information outlined below is for general reference only. For more detailed information on the Said Building’s OH&S requirements, please contact the Building Management. a. THE LESSEE’s responsibilities as an employer THE LESSEE, as an employer, has the responsibility to: Provide or maintain equipment and systems of work that are safe and without risk to health. Make arrangements for ensuring safety and absence of risk to health in connection with the use, handling, storage or transport of equipment and substances. Provide such information, instruction, training and supervision as may be necessary to ensure the health and safety at work of their employees. Provide or maintain a working environment for their employees that is safe and without risks to health and adequate with regard to facilities for their welfare at work. b. THE LESSEE’s employees’ responsibilities While at work, THE LESSEE’s employees have the responsibility to: Take reasonable care for the health and safety of persons who are at their place of work and who may be affected by their actions or omissions. Co-operate with regard to any requirement imposed in the interests of health, safety and welfare on their employer or any person by or under this act, or the associated health and safety legislation. Avoid intentional or reckless interference, with or misuse of anything provide in the interest of health, safety and welfare in pursuance of this act, or the associated occupational health and safety legislation. THE LESSEE’s contractors are encouraged to participate in keeping the Demised Premises a safe and healthy environment for all of us. c. Incident reporting All accidents and / or injuries, major or minor, are to be reported to Building Management. An incident report to be completed on all incidents, near misses and first aid treatments. THE LESSEE, THE LESSEE’s contractor and their employees are required to co-operate with THE LESSOR in any subsequent investigation or enquiry in to the accident or incident. It is made clear that no legal liability for such incidents shall attach to THE LESSOR on any account and THE LESSEE hereby undertakes to take full liability and responsibility in this regard. d. Alcohol and Drugs The consumption of alcoholic beverages, smoking of cigarettes/ beedis and drugs of abuse on the Premises is banned (other than at restaurants and bars which have a requisite bar license-to - 59 -

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serve alcoholic beverages and/or have a designated smoking area). These are not to be brought onto or consumed on site. Persons affected by these are not permitted on site. Persons suspected of providing either cigarettes, beedis, drugs or alcohol within the Demised Premises will be removed from the Said Building. e. Recycling THE LESSEE must participate in any recycling program adopted by THE LESSOR for the Said Building. f. Explosives No explosives are allowed in the Said Building/ Said Complex. 21: Cooling and heating of the Demised Premises THE LESSEE must not, without THE LESSOR’s consent, use any equipment or devices for cooling or heating the Demised Premises other than those supplied by THE LESSOR. 22: Supervision All works carried out by THE LESSEE’s contractors must be supervised, for it’s duration, by a competent, full time foreman or supervisor who shall be fully experienced in all aspects of the works. The foreman is to be the tradesperson’s representative on the site and must be empowered to take all necessary actions as requested by Building Management in relation to safety, quality, performance and labour control, as well as the day to day organisation and planning of the works. 23: Insurance Prior to the commencement of works, all THE LESSEE’s contractors and trades people (including those employed by THE LESSEE) must provide certificates of currency for the following insurances: a) Public liability; b) Workers compensation; c) THE LESSEE’s contractors all risk; and d) Professional indemnity: 24: Cleaning 24.1 THE LESSEE must keep the Demised Premises free from all rodents, vermin, insects, pests, birds and animals and, if required by THE LESSOR, employ pest exterminators approved by THE LESSOR for that purpose at THE LESSEE’s cost. Any pest extermination must be undertaken outside the Building’s Trading Hours and with prior notice to THE LESSOR. 25: Use of facilities 25.1 THE LESSEE shall use facilities (e.g. toilets, sinks, basins, drains, plumbing and Said Building rubbish bins) in the Said Building and the Common Areas for their proper purpose. 25.2 THE LESSEE must not deposit any rubbish or foreign material in any of the facilities except in predesignated garbage rooms. Garbage to be transferred to garbage rooms must be taken within sealed garbage bags on wet garbage trolleys to avoid wet spillage in corridors, lifts and other service areas. 25.3 THE LESSEE must service, regularly empty and keep in thorough state of cleanliness and good repair all grease traps servicing the Demised Premises. 26: Services 26.1 THE LESSEE must not interfere with the operation of, and obey THE LESSOR’s requirements concerning, services (e.g. air-conditioning, elevators and smoke detectors) supplied by THE LESSOR. - 60 -

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26.2 THE LESSEE shall be responsible for any charges that result from activation of services such as fire alarm or smoke detectors from the Demised Premises. 27: No dangerous behaviour 27.1 THE LESSEE must not do anything inside the Demised Premises or in the Said Building that is, or is likely to be, dangerous to anyone. 27.2 THE LESSEE shall promptly tell THE LESSOR of any accident to or problem with any services or facilities that need repair particularly if THE LESSEE is aware, or ought reasonably to be aware, that there may be a danger or risk to the Demised Premises, the Said Building or any person. 28: Use of Common Areas 28.1 THE LESSEE must not without THE LESSOR’s consent use or obstruct any part of the common Areas for any- a) business or commercial purpose; b)display or advertising; or c) other purpose prohibited by the lease or by law. 29: Delivering goods using trolley 29.1 THE LESSEE must only use the delivery areas of the common areas at the times approved by THE LESSOR. 29.2 THE LESSEE must ensure that any trolley used for carrying goods has rubber wheels and does not mark or damage the floor of the Building and makes minimal noise. The trolley edges must be covered with rubber strips to avoid any damage to lifts and building walls. 29.3 THE LESSEE must pay THE LESSOR the cost of any damage caused by the use of its trolleys. 30: Equipment 30.1 THE LESSEE must not bring or install any machinery, plant or equipment in the Demised Premises or in the Said Building without THE LESSOR’s consent. Where THE LESSEE is permitted to install such machinery, plant or equipment, THE LESSEE shall ensure that the static and dynamic loads of such machinery, plant or equipment conforms to the safe load bearing capacity of the floor and its supporting structure. 30.2 THE LESSOR does not consent to any machinery, plant or equipment that may cause any structural or other damage to the floors or other parts of the Premises or the Common Areas or nuisance (Including noise or vibration) to any occupier of the Building. 30.3 THE LESSOR shall provide its consent under this Building Guidelines, provided: 1) THE LESSEE must give THE LESSOR at least 7 days’ notice before the machinery, plant or equipment will be brought into the Building or the Premises; and 2) THE LESSEE must comply with THE LESSOR’s directions concerning the routing, installation and location of the machinery, plant and equipment. 3) That before any machinery, equipment, safe or furniture, etc. is moved into or out of the Demised Premises, due approval in writing must be taken by THE LESSEE from the Building Manager or other authorized personnel appointed by THE LESSOR, in the absence of which the movement thereof will not be permitted by THE LESSOR, provided, however, such movement will be allowed during normal business hours only. 31: Elevator, escalator rules 31.1 THE LESSOR may issue any direction about using any elevators, escalators in the Said Building/ Said Complex. THE LESSEE and its employees must obey these directions at all times. - 61 -

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Lifts/ elevators/ escalators of reputed makes have been provided in the Said Building/ Said Complex. THE LESSEE shall ensure that only packaged / properly covered material is transported through the service lift. Loose material such as bricks, cement, debris shall not be carried through the service lift during interior fit-out works. THE LESSEE should educate its employees, visitors and customers with regard to the DO’s and DONT’s of the safe usage of these items. These are self-operating lifts/ elevators/ escalators. Do’s and Don’ts as recommended by the suppliers / facility manager are as displayed therein. The maintenance of these items is done by giving AMC’s to suppliers/ third parties. In the event of any mishap occurring, THE LESSOR or its employees shall not be held responsible for any consequences arising from usage of these items. 32: Rubbish 32.1 THE LESSOR may give THE LESSEE directions from time to time regarding the removal of rubbish If THE LESSEE does not comply with the directions then THE LESSOR may undertake the rubbish removal at the cost of THE LESSEE. 32.2 Cooking oils must only be disposed of in the receptacles, if provided for this purpose. Any costs arising from a breach of this rule must be paid by THE LESSEE. 33: Loading dock and service yard 33.1 THE LESSEE may only use any loading dock or service yard, designated by THE LESSOR for THE LESSEE’s use, for receiving or delivering goods at times designated by THE LESSOR from time to time (and in compliance with any local government by-laws or regulations) 33.2 THE LESSEE must ensure that the loading docks and service yards are not used to: a) store goods; or b)park vehicles other than when receiving or delivering goods. 34: THE LESSEE must obey fire regulations 34.1 THE LESSEE must not store or use flammable or explosive substances in the Premises, 34.2 THE LESSEE must: a) maintain and keep all fire sprinklers, emergency lighting, exit signs and fire fighting equipment in working order at all times and provide THE LESSOR with evidence of such maintenance when requested; b)observe and obey all fire or emergency drills; and c) ensure that it and its employees are fully aware of the Building’s safety and emergency procedures. d) comply with the rules of the Fire Services Authority of the State. 35: Danger or risk to person or property 35.1 THE LESSEE must immediately inform THE LESSOR or the Building Management of any actual, potential or perceived risk or danger (e,g. bomb threat, fire, liquid spill or leak) to any person or Property of which it is aware. 35.2 THE LESSEE must immediately obey the instructions (including a requirement to vacate the Premises) of THE LESSOR, and if applicable, the police or the fire brigade or other emergency authority, if there is any actual, potential or perceived risk or danger to person or property. THE LESSEE must not re-enter the Demised Premises or the Said Building unless THE LESSOR or the police or fire brigade or other appropriate authority advises THE LESSEE that it is safe to do so. 35.3 THE LESSEE must, on an annual basis (or such lesser period of time prescribed by THE LESSOR or any statutory or governmental authority): - 65 -

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a)provide THE LESSOR with details of any hazardous goods stored or which may be stored in the Premises and proof that the storage of such materials is and has been in accordance with the law; and b) provide THE LESSOR with copies of service and maintenance reports and details of compliance with all occupational health and safety regulations in relation to any cooling towers or similar equipment. 35.4 THE LESSEE must comply with all occupational health, safety and welfare regulations that apply to the Demised Premises and THE LESSEE’s business. THE LESSEE must, within 24 hours of receipt of any notice advising of a breach or potential breach of the regulations, provide a copy of that notice to THE LESSOR. To avoid unwanted publicity for the Said Building, THE LESSEE agrees that THE LESSOR may liaise with the relevant authority to assess the extent of the problem and determine the course of action that should be adopted to rectify the problem. THE LESSEE must cooperate with THE LESSOR’s requests in this regard. 36: Parking All vehicles parked in the Said Building/ Said Complex are at their own risk. THE LESSOR or his representative accepts no responsibility for damage to the vehicle, its contents or the safeguarding of any vehicle whilst parked in the Said Building. THE LESSEE assures and undertakes that No Parking of unauthorized fitted CNG cars either duly endorsed or not by Regional Transport Office (RTO) in basements and no parking of unauthorized fitted LPG cars either duly endorsed or not by RTO in the surface areas as the chances of occurrence of fire I explosion in such vehicles are very high. Only Manufacturer fitted CNG powered cars duly endorsed by RTO can be parked in basements and only manufacturer fitted LPG powered cars duly endorsed by RTO, can be parked in the surface parking areas. THE LESSEE further assures and undertakes that no CNG/LPG powered car except as hereinbefore provided shall be parked in the basements/podium or surface parking of the Said Complex. No Parking of CNG I LPG powered cars in basements as the chances of occurrence of fire/ explosion in such vehicles are very high. THE LESSEE shall use the parking spaces only for the purposes of parking its cars and for no other use. THE LESSEE undertakes that it shall not make any constructions on the car /two wheeler parking spaces or create obstruction of any kind on it or around these spaces to hinder the movement of vehicles and persons. 37: Other requirements All the terraces of the Said Building/ Said Complex including the parapet walls of the terraces shall always be the property of THE LESSOR and THE LESSOR shall be entitled to use the same for any purpose as it may deem fit. The facade of the Said Building shall also be used by other Lessees/Occupants for displaying their name and advertisements as per THE LESSOR’s approval. No signage of any kind either inside or outside shall be allowed on the facade glass/ columns of the Demised Premises. 38: Breach of Building Guidelines The breach of any Building Guideline by THE LESSEE shall amount to an event of default under clause 31 of the Lease Deed. If such breach results in THE LESSOR incurring a cost, expense, fine, penalty or charge, then THE LESSEE shall pay or reimburse THE LESSOR on demand for the amount of that cost, expense, fine, penalty or charge.
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ANNEXURE T-XI Compliance CERTIFICATE For the period commencing on , 20 and ending on , 20 I, the undersigned, resident of authorised representative of M/s. (THE LESSEE), do hereby confirm that as on the date of this certificate, there is no default/ contravention committed by THE LESSEE under the Lease Deed and/ or Law. ALL capitalized terms shall have the meaning ascribed to them under the Lease Deed. Signature: Name: Designation: Date:-64-

Exhibit 4.48

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Indian-Non Judicial Stamp Bond Date :24/11/2016 Haryana Government Certificate No. GOX2016K3558 Stamp Duty Paid : ₹ 100 (Rs Hundred Only) GRN No.21829099 Name Dlf Cybercity Developersltd Deponent Penalty : ₹ 0 (Rs Zero Only) H. No/Floor: Na Sector/Ward : Na Landmark : Na City/Village : Gurugram Phone : 9582755588 District : Gurugram State : Haryana Purpose : Agreement Between DLF Cyber City Developers Ltd and Others to be submitted at Gurugram ADDENDUM TO THE LEASE DEED This addendum dated (“this Addendum”) to the Lease Deed dated (“Lease Deed”) is made at _ BETWEEN DLF Cyber City Developers Limited, a company incorporated under the Companies Act, 1956 (including any statutory modification or re-enactment thereof) and having its registered office at 10th Floor, DLF Gateway Tower, ‘R’ Block, DLF City, Phase III, Gurgaon - 122002 (hereinafter referred to as “THE LESSOR” which expression, shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors, administrators, transferees and assigns) acting through its Authorised Signatories Mr. Nishant Banerjee and Mr. R. P. Punjani, duly authorized vide Board Resolution dated 2.11.2015 of the First Part. AND MakeMyTrip (India) Pvt. Ltd., a company registered under the Companies Act, 1956, having its registered office at UG-07, (Front Side), TDI Mall, Rajouri Garden, New Delhi - 110027 (hereinafter referred to as “THE LESSEE” which expression, shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors) having Permanent Account Number (PAN) AADCM5146R and Tax Deduction and Collection Account Number (TAN) DELM09144C acting through its Authorised Signatory(ies) Mr. Mohit Kabra duly authorised vide Board Resolution/ Power of Attorney dated 21.11.2016 of the Second Part. (Both THE LESSOR and THE LESSEE are collectively referred to as “the Parties”). Page 1 of 14

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Capitalised words and expressions not defined herein shall have the meaning ascribed to them in the Lease Deed. WHEREAS THE LESSEE and THE LESSOR have executed the Lease Deed in respect of the Demised Premises. AND WHEREAS upon request of THE LESSEE, THE LESSOR has agreed to carry out certain amendments/ additions/ modifications to the Lease Deed to give effect to the understanding which is recorded in this Addendum. NOW THIS ADDENDUM WITNESSETH AS UNDER: 1 That this Addendum, upon execution, shall form an integral part of the Lease Deed. The contents hereof shall be effective from the date the Lease Deed becomes effective and shall be coterminous with the Lease Deed. 2. That it has been agreed between the Parties to cause the following amendments/ additions/ modifications to the Lease Deed in the manner as provided hereunder: 2.1 That Recital C of the Lease Deed stands substituted with the following recital and accordingly Recital C reads as under: “C After due inspection and verification of Said Plot, Said Complex, Said Building and Demised Premises and after considering the offer of THE LESSOR to share all approvals and sanctions including approved building plans, documents relating to title, competency and all other relevant details, THE LESSEE is entering into this Lease Deed.” 2.2 That Clause l(A) of the Lease Deed stands modified to the effect that the definition of “Business Operations” stands added before the definition of “Car Parking Charges” and accordingly the definition of “Business Operations” reads as under: “Business Operations” shall mean business activities relating to information technology/ information technology enabled services, carried out by THE LESSEE from the Demised Premises as per the Laws.” 2.3 That Clause 1(A) of the Lease Deed stands modified to the effect that the definition of “Undisputed Amount(s)” stands added after the definition of “TDS” and accordingly the definition of “Undisputed Amount(s)” reads as under: ““Undisputed Amount(s)” shall mean all amounts jointly and severally, as set forth in Annexure C-1, which are payable by THE LESSEE in terms of the Lease Deed, and additionally shall include such other amounts that the Parties agree are payable under this Lease Deed.” 2.4 That Clause 2 of the Lease Deed stands substituted with the following clause and accordingly Clause 2 reads as under: Page 2 of 14

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“2, THE LESSOR hereby agrees to grant Demised Premises on Lease to THE LESSEE and THE LESSEE agrees to take Demised Premises on Lease from THE LESSOR for Lease Term. During Lease Term, THE LESSEE shall have the right to use car parking spaces, as provided in Annexure T-Ill, in terms of this Lease Deed. Further, THE LESSEE shall also have the right to use the common areas, facilities and amenities including areas in the basement /stilt reserved for ingress / egress and common circulation in Said Building / Said Complex / Said Plot along with other lessees / occupants in Said Building / Said Complex, as per terms and conditions of this Lease Deed. THE LESSEE agrees and undertakes that it shall only conduct the Business Operations from Demised Premises which is in accordance with Laws.” 2.5 That Clause 4.5 of the Lease Deed stands substituted with the following clause and accordingly Clause 4.5 reads as under: “4.5 Notwithstanding other rights of THE LESSOR, all delayed payments in respect of Undisputed Amount(s) under this Lease Deed shall carry an interest, at DPI Rate, from Due Date till the date the payments are realized by THE LESSOR.” 2.6That Clause 5.4 of the Lease Deed stands substituted with the following clause and accordingly Clause 5.4 reads as under: “5.4 Security Deposits shall be the amounts kept with THE LESSOR or its nominee(s) / assign(s) to secure the due performance of obligations including payments of all dues in respect of Undisputed Amount(s) by THE LESSEE under this Lease Deed. THE LESSOR shall be entitled, at any time, to utilize and make deduction(s) from Security Deposits of the Undisputed Amount(s) and TDS (if any), which in the opinion of THE LESSOR, is / are equivalent to the outstanding dues of THE LESSEE in accordance with the terms of this Lease Deed. THE LESSEE shall be required to forthwith replenish Security Deposits’ to the full amount upon any deduction(s) made by THE LESSOR under any provision of this Lease Deed. THE LESSOR shall provide to THE LESSEE the statement of the outstanding dues payable by THE LESSEE, if any, and other estimated charges payable under this Lease Deed, supported with relevant documents, five (05) days prior to the expiry of Lease Term / Lease Renewal Term, if any, or earlier termination of this Lease Deed and THE LESSEE undertakes to pay the aforesaid Undisputed Amount(s) and. TDS (if any) not later than the date of expiry / earlier termination of this Lease Deed and provide TDS certificates within the requisite time period as provided under the Income Tax Act, 1961 and the rules framed thereunder. “Simultaneously to the expiry / earlier termination of this ease Deed and upon Page 3 of 14

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THE LESSEE surrendering peaceful, vacant and physical possession of Demised Premises in as good condition as it was in at the time when THE LESSEE was handed over Demised Premises for interior fit-out works (reasonable wear and tear excepted), subject to THE LESSEE making payment of any and all outstanding dues and penalties in respect of Undisputed Amount(s) and TDS (if any) during the Lease Term or Lease Renewal Term, if any, separately to THE LESSOR, THE LESSQI” shall be entitled to withhold Security Deposits equivalent to one month’s last payable Monthly Rent, for making good any loss or damage caused or permitted to be caused to THE LESSOR or Demised Premises by THE LESSEE. However, if such expense incurred exceeds the amount withheld by THE LESSOR, THE LESSEE shall pay the balance amount to THE LESSOR immediately as and when demanded by THE LESSOR. Subject to the foregoing, THE LESSOR or its nominee(s) / assign(s) shall refund Security Deposits as mentioned above to THE LESSEE, without any interest thereon.” 2.7 That Clause 6.3 of the Lease Deed stands substituted with the following clause and accordingly Clause 6.3 reads as under: ‘‘6.3 Taxes for Demised Premises shall be paid / reimbursed by THE LESSEE to THE LESSOR, within seven (7) days of the date of invoice / demand raised / made by THE LESSOR, giving details thereof, duly supported with the documents.” 2.8 That Clause 7.6 of the Lease Deed stands substituted with the following clause and accordingly Clause 7.6 reads as under: “7.6 After completion of a financial year (i.e. from 1st April of a calendar year to 31st March of the next calendar year), THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) will provide THE LESSEE, within six months, a certificate of charges / expenses / expenditure towards Maintenance Charges incurred during such financial year from a third party auditor appointed by THE LESSOR who shall certify that such Maintenance Charges are levied uniformly with respect to Said Building. Any under-recovery by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) shall become payable by THE LESSEE to THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) and any over-recovery by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) shall become refundable by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) to THE LESSEE. Any under-recovery by THE LESSOR shall be recovered by raising the invoice / demand in this regard. Any refund to THE LESSEE on account of over -recovery shall be refunded /adjusted within thirty (30) days of providing such third party auditor certificate and issuance of credit / debit note (as applicable).” 2.9 That Clause 11.1.1 of the Lease Deed stands substituted with the following clause and accordingly Clause 11.1.1 reads as under: Page 4 of 14

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“11.1.1 Subject to availability and subject to THE LESSEE seeking prior written permission (which permission shall not be unreasonably withheld), THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) may allow THE LESSEE to put Façade Signage at such location / space which may be earmarked for the purpose. The size, specification, location, aesthetics etc. of Façade Signage shall be approved by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third·party service provider(s) before its installation.” 2.10 That Clause 11.2 of the Lease Deed stands substituted with the following clause and accordingly Clause 11.2 reads as under: “11.2 Subject to availability and subject to THE LESSEE seeking prior written permission (which permission shall not be unreasonably withheld), THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) / appointed agency(ies) / third party service provider(s) may allow THE LESSEE to put directional signage / name / logo at such location / space which may be earmarked for the purpose. The size, specification, location, aesthetics etc. of the directional signage/ name/ logo shall be approved by THE LESSOR or its nominee(s) / assign(s) / appointed contractor(s) /appointed agency(ies) / third party service provider(s) before its installation.” 2.11 That Clause 23.1.5 of the Lease Deed stands substituted with the following clause and accordingly Clause 23.1.5 reads as under: “23.1.5 If Demised Premises is closed / shut by THE LESSEE during business hours for 7 consecutive days without prior written notice to THE LESSOR and there is apprehension or threat to the safety and security of Demised Premises, Said Building / Said Complex or other occupants of Said Building / Said Complex, then THE LESSEE authorizes THE LESSOR to enter Demised Premises and take possession thereof. Any such action by THE LESSOR shall be without any prejudice to THE LESSOR’s right to claim its dues or avail other remedies available to THE LESSOR. However, during the period Demised Premises remains closed / shut, THE LESSEE shall not be absolved of its responsibilities to ensure that there is no risk to the safety and security of Demised Premises, Said Building / Said Complex or other occupants / visitors of Said Building /Said Complex.” 2.12 That Clause 24.1 of the Lease Deed stands substituted with the following clause and accordingly Clause 24.1 reads as under: “24.1 THE LESSEE is entitled to conduct only the Business Operations from Demised Premises which is in accordance with Laws and the license(s). THE LESSEE agrees and undertakes that it shall not use Demised Premises for purposes other than as mentioned hereinbefore.” 2.13 That Clause 24.4 of the Lease Deed stands substituted with the following clause and accordingly Clause 24.4 reads as under: Page 5 of 14

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“24.4 In the event, THE LESSEE merges / amalgamates / consolidates / transfers its assets and liabilities with / to any entity on account of any merger / amalgamation or consolidation of THE LESSEE then THE LESSOR may at its discretion terminate the Lease Deed and in case of such termination THE LESSOR shall enter into a fresh lease deed on the same terms and conditions of the Lease Deed and such other document(s) with new entity / transferee as may be required, provided the resultant entity/ transferee is not a competitor of THE LESSOH or is not an entity blacklisted by THE LESSOR.” 2.14 That Clause 25.7 of the Lease Deed stands substituted with the following clause and accordingly Clause 25.7 reads as under: “25.7 THE LESSEE further confirms that it shall obtain / has obtained Governmental Approval which may be necessary for commencement of / carrying on of its interior fit-out works / Business Operations in Demised Premises. THE LESSEE shall be solely responsible and liable for all consequences including claims, damages, penalties, levies, fines, impositions etc. arising out of non-compliance thereof or for any action by any Governmental Authority in this regard.” 2.15 That Clause 27 of the Lease Deed stands substituted with the following clause and accordingly Clause 27 reads as under: “27. THE LESSOR shall allow during the term of this Lease Deed, peaceful enjoyment of Demised Premises to THE LESSEE, subject to THE LESSEE performing all its obligations under this Lease Deed. Except for any force majeure event, if the Demised Premises becomes uninhabitable and unusable due to reasons directly attributable to THE LESSOR for 15 consecutive days, THE LESSOR shall rectify such default within a reasonable time period from the date of receipt of THE LESSEE’s written notice. On failure of THE LESSOR to rectify the default within a reasonable time period, THE LESSEE shall be entitled to terminate the Lease Deed. Further, THE LESSEE may seek THE LESSOR to buy out the fit-outs in the Demised Premises and THE LESSOR shall purchase the said fit-outs at the depreciated value of the said fit -outs, calculated on a straight line basis for the Lease Term of the Lease Deed. The foregoing constitutes THE LESSEE’s sole right and THE LESSOR’s sole obligation in this regard.” 2.16 That Clause 31.1(i) of the lease Deed stands substituted with the following clause and accordingly Clause 31.1(i) reads as under: “31.1(i) Failure by THE LESSEE to comply with Laws and / or guidelines of THE LESSOR with respect to safety / security / fire safety. Safety of all occupants of Said Building / Said Complex and that of Said Building / Said Complex itself are of paramount importance and THE LESSEE will perform all acts and deeds necessary for complying with all safety requirements. Page 6 of 14

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Upon any such failure of THE LESSEE to comply with the aforesaid requirements, THE LESSOR shall by notice to THE LESSEE give 30 days to THE LESSEE to rectify the default (“Cure Period”). During the Cure Period, THE LESSEE shall not operate from such portion of Demised Premises as is affected by the default till the time such default is rectified and it shall remain the responsibility of THE LESSEE to ensure that such default poses no risk to safety and security of Demised Premises, Said Building or other occupants/visitors of Said Building. On failure of THE LESSEE to rectify the default within the Cure Period, this lease Deed shall stand terminated on the expiry of the Cure Period and THE LESSOR will be entitled to re-enter and take possession of Demised Premises without any prejudice to THE LESSOR’s right to claim its dues and / or avail other remedies available to THE LESSOR;” 2.17 That contents of Clause 31.1(ii) of the Lease Deed stands substituted with the words “NOT USED” and accordingly Clause 31.1(ii) reads as under: “31.1(ii) NOT USED” 2.18 That Clause 31.1(iii) of the Lease Deed stands substituted with the following clause and accordingly Clause 31.1(iii) reads as under: “3l.l(iii) Failure by THE LESSEE to make any payments in respect of Undisputed Amount(s) within the time stipulated in this lease Deed and where such payments remain outstanding for a period of 60 days from the Due Date and all other defaults of similar nature including dishonor of any cheque(s) given by THE LESSEE to THE LESSOR for any reason whatsoever;” 2.19That the contents of Clause 31.l(vii) of the Lease Deed stands substituted with the words “NOT USED” and accordingly Clause 31.1(vii) reads as under: “31.1(vii) NOT USED;” 2.20 That Clause 31.1(ix) of the Lease Deed stands substituted with the following clause and accordingly Clause 31.1(ix) reads as under: “31.1(ix) In the event THE LESSEE carries on and / or conducts any business from Demised Premises other than the Business Operations which is in accordance with Laws;” 2.21 That the contents of Clause 31.1(x) of the Lease Deed stands substituted with words “NOT USED” and accordingly Clause 31.l(x) reads as under: “31.l(x) NOT USED;” 2.22That the contents of Clause 31.1(xii) of the Lease Deed stands substituted with the words “NOT USED” and accordingly Clause 31.l(xii) reads as under: “31.1 (xii) NOT USED.” Page 7 of 14

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2.23 That Clause 31.2 of the Lease Deed stands substituted with the following clause and accordingly Clause 31.2 reads as under: “31.2 Except for the events of default wherein termination has been specifically provided in this Lease Deed, upon occurrence of any one or more of other event(s) of default under this Lease Deed including but not limited to those provided in clause 31.1 above, THE LESSOR shall by written notice to THE LESSEE give 30 days to THE LESSEE to rectify the default. On failure of THE LESSEE to rectify the default within 30 days so provided, this Lease Deed shall stand determined on expiry of said 30 days and THE LESSOR will be entitled to re - enter and take possession of Demised Premises without any prejudice to THE LESSOR‘s right to claim its dues or avail other remedies available to THE LESSOR. THE LESSEE agrees that upon such termination of Lease, THE LESSEE shall be left with no right or interest over Demised Premises.” 2.24 That Clause 31.4 of the Lease Deed stands substituted with the following clause and accordingly Clause 31.4 reads as under: “31.4 It is further agreed by THE LESSEE that THE LESSOR shall be entitled to adjust Security Deposits deposited by THE LESSEE under this Lease Deed against any/ all sums due to THE LESSOR in respect of Undisputed Amount(s); including Monthly Rent and Maintenance Charges for the un-expired period of Lease Term, Taxes for Demised Premises, interests, damages etc. In the event the aggregate of arrears of Monthly Rent, any other sum due and payable and the above mentioned costs / expenses exceed the amount deposited as Security Deposits under this Lease Deed, then THE LESSEE shall pay to THE LESSOR to the extent of such Undisputed Amount(s) due to THE LESSOR over and above the amount deposited as Security Deposits.” 2.25 That a new clause stands added after the Clause 32 of Lease Deed as Clause 32 A and accordingly Clause 32 A reads as under: “32 A THE LESSOR shall not have the right to terminate Lease until expiry of Lock-in period except in accordance with Clause 31.1. After the expiry of the Lock-in period, THE LESSOR shall be liable to give a prior written notice for the Notice Period to THE LESSEE except where the termination is pursuant to Clause 31.1 and 31.2.” 2.26 That Clause 35.1 of the Lease Deed stands substituted with the following clause and accordingly Clause 35.1 reads as under: “35.1 THE LESSEE shall have the option to renew this Lease Deed for Lease Renewal Term(s) on the similar terms and conditions as contained in this Lease Deed and such renewal shall be permitted by THE LESSOR, provided that: (a) THE LESSEE has communicated to THE LESSOR by a written notice at least six (6) months prior to the expiry of Lease Term its intention to renew Lease for Page 8 of 14

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Lease Renewal Term; and (b) THE LESSEE has been performing all its obligations under this Lease Deed to the satisfaction of THE LESSOR including but not limited to payment of all dues in respect of Undisputed Amount(s).” 2.27 That Clause 35.2 of the Lease Deed stands substituted with following clause and accordingly Clause 35.2 reads as under: “35.2 THE LESSEE acknowledges and agrees that the renewal shall not be permitted if any Undisputed Amount(s) under this Lease Deed is due and payable by THE LESSEE.” 2.28 That Clause 36 of the Lease Deed stands substituted with the following clause and accordingly Clause 36 reads as under: “36 THE LESSEE represents, undertakes and assures to THE LESSOR that it shall hold THE LESSOR harmless and defend any and all action, suits, proceedings, claims, judgments etc. against THE LESSOR brought about by any third party for any IPR infringement by THE LESSEE.” 2.29 That the contents of Clause 45 of the Lease Deed stands substituted with the words “NOT USED” and accordingly Clause 45 reads as under: “45 NOT USED.” 2.30 That Clause 49 of the Lease Deed stands substituted with the following clause and accordingly Clause 49 reads as under: “49 All or any disputes arising out of, touching upon, connected with, concerning or in relation to the terms of this Lease Deed including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties shall be settled amicably by mutual discussion failing which the same shall be settled through arbitration to be conducted by a sole arbitrator who shall be appointed by THE LESSOR as hereinafter provided. For appointment of the sole arbitrator, THE LESSOR shall identify three retired high court judges and intimate in writing to THE LESSEE the names of the retired high court judges so identified. THE LESSEE shall, within 15 days from receipt of such written intimation, nominate in writing to THE LESSOR any one of such retired high court judges to be appointed as the sole arbitrator. Upon receiving the written intimation from THE LESSEE as stated hereinbefore, THE LESSOR shall appoint the sole arbitrator to adjudicate upon the disputes between the Parties. In the event, THE LESSEE is not satisfied with the first set of names of the retired high court judges as provided by THE LESSOR, then THE LESSEE shall intimate THE LESSOR about the same within 7 days from the receipt of written intimation from THE LESSOR and THE LESSOR shall identify three other retired high court Page 9 or 14

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judges and intimate in writing to THE LESSEE the names of the other retired high court judges so identified. THE LESSEE shall, within 15 days of such intimation, nominate in writ1ng to THE LESSOR any one of such retired high court judges to be appointed as the ole arbitrator. Upon receiving the written intimation from THE LESSEE as stated hereinbefore, THE LESSOR shall appoint the sole arbitrator to adjudicate upon the disputes between the Parties. In the event, THE LESSEE fails to nominate in writing as aforesaid within 15 days from the receipt of written intimation from THE LESSOR, then THE LESSOR shall have the sole right to nominate and appoint from within the names so nominated, the sole arbitrator to adjudicate upon the disputes between the Parties. THE LESSEE expressly acknowledges, accepts and agrees that it shall not be entitled to reject the names identified by THE LESSOR and rejection, if any, by THE LESSEE of the names so identified by THE LESSOR shall be deemed to be failure of THE LESSEE to nominate the arbitrator. The arbitration shall be governed by the Arbitration & Conciliation Act, 1996 or any statutory amendments/ modifications thereof for the time being in force. The arbitration proceedings shall be held at New Delhi by the sole arbitrator who shall be appointed as mentioned hereinbefore and whose decision shall be final and binding upon the Parties. THE LESSEE hereby confirms that it shall have no objection to this appointment of the arbitrator by THE LESSOR. The arbitration proceedings shall be in English language only. The District courts at Gurgaon and the Punjab and Haryana High Court at Chandigarh alone shall have the jurisdiction concerning all matters in this Lease Deed.” 2.31 That the description at the following serial nos. of Annexure C-l of the Lease Deed stands modified / substituted and accordingly the description at the respective serial nos. reads as under: S.NO ITEM DESCRIPTION 1. Demised Premises Approx. 1,38,293 sq. ft.(12,847.674 sq. mtrs.) on 18th & 19th floors in Said Building comprising of: • Approx. 15,826 sq. ft. (1,470.261 sq. mtrs.) on 18th Floor, Tower A, Building 5, DLF Cyber City, Gurgaon. •Approx. 18,370 sq. ft. (1,706.621 sq. mtrs.) on 18th Floor, Tower B, Building 5, DLF Cyber City, Gurgaon. •Approx. 41,760 sq. ft. (3,879.572 sq. mtrs.) on 19th Floor, Tower A, Building S, DLF Cyber City, Gurgaon. Page 10 of 14

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Approx. 50,783 sq. ft. (4,717.870 sq. mtrs.) on 19th Floor, Tower B, Building 5, DLF Cyber City, Gurgaon. Approx. 11,554 sq ft. (1,073.350 sq. mtrs.)on 19th Floor Tower C, Building 5, DLF Cyber City, Gurgaon. 10. Monthly Rent Rs. 1,35,52,714/-(Rupees One Crore Thirty Five Lakhs Fifty Two Thousand Seven Hundred and Fourteen only) calculated at the rate of Rs. 98/- per square foot per month/ Rs. 1054.87/- per square meter per month (Rupees Ninety Eight only per square foot per month/Rupees One Thousand Fifty Four and Paise Eighty Seven only per square meter per month) of Gross Leasable Area of Demised Premises. Provided, THE LESSOR shall provide THE LESSEE a rent free period of One (01) month at the end of every year during the Lease Term and Lease Renewal Term(s), if any. However, upon earlier termination of the Lease Deed during the Lease Term or Lease Renewal Term, if any, a rent free period shall be provided proportionate to the number of months, the Demised Premises is occupied by THE. LESSEE during that year in which such termination takes place. 11.Car Parking Charges Rs. Nil/- (Rupees Nil only for 138 car parking space(s) at Rs. Nil/- per car parking space per month. (Rupees Nil only) per car parking space per month i.e. One (01) car parking space per 1,000 sq. ft. of Gross Leasable Area of Demised Premises shall be provided free of cost. Additional Car Parking Space(s): 150 additional car parking space(s) shall be provided separately through leave & license agreement for a period of 11 months which shall be renewed as per the terms and conditions stipulated in the leave & license agreement. Additional Car Parking Charges: Rs. 4,50,000/-(Rupees Four Lakhs and Fifty Thousand only) for 150 additional car parking space(s) at Rs. 3,000/- per additional car parking space per month. (Rupees Three Thousand only) per additional car parking space per month. Page 11 of 14

LOGO

13. Lease Renewal Term(s) and Escalation(s) Three (03) term(s) of Three (03) years each. During Lease Term and Lease Renewal Term Monthly Rent, Car Parking Charges, , Security Deposits etc., shall be enhanced at the end of 36th, 72nd and 108th month from Lease Commencement Date by 15 % over and above last payable respective amount. Interest free Refundable Security Deposit shall always be equivalent to 14.69 months’ corresponding Monthly Rent and upon escalation as mentioned hereinabove, the differential amount shall be payable by THE LESSEE on or before such escalation. 14. Interest Free Refundable Security Deposit (IFRSD) Rs. 19,90,89,368.66/- (Rupees Nineteen Crores Ninety Lakhs Eighty Nine Thousand Three Hundred Sixty Eight and Paise Sixty Six only) calculated at the rate of Rs. 98/- per square foot per month /Rs. 1,054.87/- per square meter per month (Rupees Ninety Eight only per square foot per month / Rupees One Thousand Fifty Four and Paise Eighty Seven only per square meter per month) of Gross Leasable Area of Demised Premises in the following manner: Payment on signing of Offer Letter: 01 month Monthly Rent amounting to Rs. 1,35,52,714/-(Rupees One Crore Thirty Five Lakhs Fifty Two Thousand Seven Hundred and Fourteen only). On signing of Lease Deed: 4.51 months’ Monthly Rent amounting to Rs. 6,11,22,740.14/- (Rupees Six Crores Eleven Lakhs Twenty Two Thousand Seven Hundred Forty and Paise Fourteen only). On Rent Commencement Date: 9.18 months’ Monthly Rent amounting to Rs. 12,44,13,914.52/- (Rupees Twelve Crore Forty Four Lakhs Thirteen Thousand Nine Hundred Fourteen and Paise Fifty Two only). IFRSD shall always be equivalent to 14.69 months’ corresponding Monthly Rent of Demised Premises as prevailing at any point of time during Lease Term. Further, upon escalation in Monthly Rent as mentioned at serial number 13 hereinabove, the differential amount shall be payable by THE LESSEE on or before such escalation. 36 Offer Letter 30th September, 2016 Page 12 of 14

LOGO

2.32 That a new Annexure stands added after Annexure C-Ill of Lease Deed as Annexure C-IV and accordingly Annexure C-IV reads as under:” ANNEXURE C-IV EXPANSION OPTION FOR THE LESSEE The LESSOR shall not offer for lease, the portions of the Said Building as detailed below (“FRR Space”) without first offering the same to THE LESSEE in terms of Annexure C-IV. THE LESSEE shall have a first right of refusal, but not an obligation to take on lease the FRR Space. The details of the FRR Space are set out below: Area (sq.ft.) Building Floor Block/Tower Option Commencement Date Option Expiry Date 30,642 No. 518th A From the date of At the end of one intimation from THE LESSOR to THE LESSEE for the availability of the said FRR space. month from the date of intimation from THE LESSOR to THE LESSEE for the availability of the said FRR space. 3,470 No.5 19th A From the date of intimation from THE LESSOR to THE LESSEE for the availability of the said FRR space. At the end of one intimation from THE month from the date LESSOR to THE LESSEE of intimation from for the availability of the THE LESSOR to THE said FRR space. LESSEE for the availability of the said FRR space 3,993 No. 5 19th A From the one intimation from month from the date LESSOR to THE LESSEE of intimation from for the availability of the THE LESSOR to THE said FRR space. LESSEE for the availability of the said FRR space THE LESSOR shall intimate THE LESSEE 3 months prior to the availability of the said FRR space. THE LESSEE shall provide notice for exercising the relevant option within One (01) month of the intimation by THE LESSOR of the availability of such FRR space (“Option Expiry Date”). In the event of failure to provide such notice by the Option Expiry Date, the aforesaid relevant option shall lapse. The Lease and Rent Commencement Date of the FRR Space shall commence from the date of exercise of the relevant option. Page 13 of 14

LOGO

The lease deed for the FRR space is to be signed within 7 days from the date of notice of exercise of the relevant option in the same format as the original lease executed between the Parties for the Demised Premises (“FRR Lease Deed”). The FRR Lease Deed will be co-terminus with this Lease Deed. The rent, car parking charges & Interest Free Refundable Security Deposit (IFRSD) escalation for the FRR Space will be along with the rent, car parking charges & Interest Free Refundable Security Deposit (IFRSD) escalation for the Demised Premises, as detailed in Annexure C-1 of this Lease Deed. All other terms and conditions including Monthly Rent will remain same as that of Demised Premises (prevalent at that time) as agreed for the Demised Premises. 3. All other terms and conditions of the Lease Deed shall remain valid and the same shall be binding on both THE LESSOR and THE LESSEE. 4. This Addendum alongwith Annexures thereto shall be a part and parcel of the Lease Deed and shall be binding on the Parties. IN WITNESS WHEREOF, THE LESSOR and THE LESSEE hereto have signed these presents on date, month, year and place written above. For· DLF Cyber City Developers Limited For MakeMyTrip (India) Pvt. Ltd. /s/ Nishant Banerjee /s/ R. P. Punjani (Underline both conformed signatures above)(Nishant Banerjee)& (R.P. Punjani) Authorized Signatory/ies /s/ Mohit Kabra (Underline conform signature) (Mohit Kabra) Authorized Signatory Witnesses: 1. 1. 2. 2. Page 14 of 14

Exhibit 4.49

Confidential Treatment Requested

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange Commission.

SUBSCRIBER AGREEMENT

This Subscriber Agreement (hereinafter “ Agreement ”) is entered into and is effective from 18 January, 2015 (“ Effective Date ”) at Delhi by and between

InterGlobe Technologies Inc. , a company incorporated under the laws of USA, having its registered office at 303, Fifth Avenue #1608, New York, NY 10016, United States of America (hereinafter referred to as “ IGT ) of the One Part;

And

ibibo Group Private Limited , a Company incorporated under the Companies Act 1956, (India) having its registered offices at F-130, Ground Floor, Street No.7, Pandav Nagar, New Delhi -110091 (hereinafter referred to as “ ibibo ”) of the Other Part.

IGT and ibibo will be referred to individually as ‘ Party ’ and collectively as ‘ Parties ’

WHEREAS:

1.	ibibo inter-alia owns and operates an online travel portal in India at URL www.goibibo.com (“Website”) whereby various web-based travel solutions are provided to customers;

2.	A company called Travelport Global Distribution System B.V. (“ Travelport ”) owns and operates a Global Distribution System (GDS) called “Galileo System” worldwide and has appointed IGT to provide access to Galileo System to select travel agents.

ibibo aims to provide efficient and value added services to its customers and therefore is interested in using the Galileo System in order to have access to reservation functionality for its Website and IGT has agreed to provide the access to Galileo System to ibibo, subject to the terms and conditions set out herein.

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1.	SCOPE OF THIS AGREEMENT

From the Effective Date, ibibo shall use the Galileo System as one of its GDS and transact on the Galileo System, Segments (more specifically described in Clause 3), for all its operations in India and in future global operations, if any, every year during the term of this Agreement. For this purpose, IGT will provide access of the necessary software to ibibo.

Confidential Treatment Requested

2.	The Parties agree that ibibo shall not be required to meet any minimum and/or maximum commitment of transacting Segments on the Galileo System.

OBLIGATIONS OF PARTIES

2.1	OBLIGATIONS OF IGT:

In accordance with and subject to the terms and conditions of this Agreement:

Galileo System: IGT shall provide access to ibibo of the Galileo System in pursuance to the rights granted by Travelport to IGT under the Distribution Agreement. For the purpose of using the Galileo System, for obtaining information about schedules, fares, seat availability, etc. and other services of vendors and for making bookings that are not abusive, speculative, fictitious or duplicative, IGT shall provide access to the software products listed in Schedule A (“Software”). Ibibo hereby acknowledges that Galileo System is owned and operated by Travelport Global Distribution System B.V. and IGT is an authorised provider of Galileo System to ibibo and not an agent of Travelport Global Distribution System B.V. IGT warrants and represents that a maximum uptime of 99.9 percent of the Galileo System is guaranteed to ibibo. In the event of any scheduled maintenance of GDS, IGT shall give prior notification of atleast 3 daysto ibibo. Scheduled maintenance shall take place for not more than 10 times annually.

Software Updation: IGT may, from time to time provide new releases, enhancements or modifications of the Software (“Software Updation”) within 30 days of the same being released and ibibo shall install such new releases, enhancements or modifications and implement the same within 30 business days of delivery of the same by IGT. In the event of Software Updation leading to any malfunction or damages to ibibo’s system and adversely effecting booking conversion rates, the same shall be considered material breach of this Agreement. Ibibo shall have a right to terminate the Agreement with immediate effect if such material breach is not cured within 10 days of the breach being intimated to IGT. Ibibo shall have the right to switch to other GDS providers from the time of notification of such malfunction to IGT and bookings done post the time of notification shall not fall within the purview of XXXX commitment of Ibibo provided herein.

c. Installation and Maintenance of Software: IGT (or its appointed sub-contractors) will install the Software at location(s) specified by ibibo (“ Location(s) ”) to enable ibibo to do bookings using the Galileo System. Upon completion of such installation ibibo shall be deemed to have accepted such Software. IGT shall have the right to remove or block the Software from the Location(s), only in the event of any Material Breach of any provision of this Agreement by ibibo and ibibo does not rectify such Material Breach within 48 hours of being notified by IGT of the same.

Confidential Treatment Requested

d. IGT shall have the obligation of keeping the ibibo’s customer data confidential and shall be used for the purposes of this Agreement only. Breach of this clause by IGTleading to unauthorised disclosure of the ibibo’s consumer or/ and booking data shall be considered material breach of this Agreement. In such an event Ibibo shall be entitled to terminate this Agreement with immediate effect and claim damages as provided belowin the Agreement, besides any other right which ibibo may have.

2.2	OBLIGATIONS OF IBIBO

a.	ibibo shall use the Galileo System as one of its GDS for making bookings from its operations in India during the Term.

ibibo shall not without the prior written consent of IGT, (i) modify, enhance or make copies of the whole or any part of the Software; or (ii) permit the whole or any part of the Software to be combined with or incorporated in any other computer program or software; or (iii) reverse compile or adapt the whole or any part of the Software.

ibibo acknowledges that the Software shall at all times be under the ownership of Travelport and IGT shall be responsible for providing access to such Software to enable ibibo to make bookings using the Galileo System as per the terms of this Agreement. ibibo shall take all precautions to prevent any unauthorised use of the Galileo System, and any user sign-on identity assigned to ibibo.

ibibo shall maintain and use appropriate and up-to-date virus protection procedures and software, shall establish and maintain reasonable and practically feasible safeguards against the destruction, loss or unauthorized alteration of the Software and the Galileo System., ibibo agrees to access the principal display i.e. a comprehensive neutral display of data concerning air services (and rail carriers where applicable) between city-pairs within a specified time period, for each individual transaction involving air carriers or rail carriers, as applicable, and agrees not to manipulate data supplied by the Galileo System in a manner that would result in the inaccurate, misleading or discriminating presentation of information to its customers.

ibibo shall not intentionally make any flight, hotel, rail, cruise, rental car or other reservation on the Galileo System without a specific customer request made in good faith and shall not make any reservations which are abusive, speculative, fictitious or duplicative.ibibo shall not make any deliberate reservation for fares where reasonable enquiry by ibibo would show that such fares had been incorrectly quoted through the Galileo System.

Confidential Treatment Requested

f.	ibibo shall comply with all regulations of the International Air Transport Association “IATA” including the Billing and Settlement Plan, and other travel industry, governmental and regulatory laws, regulations and rules relevant to this Agreement.

g.	Parties shall indemnify each other in respect of any direct loss or damage which either party incurs as a result of a failure by either party to comply with any provisions of this Agreement.

h.	ibibo may make live test bookings by using the Galileo System,, provided that such bookings are cancelled promptly thereafter.

ibibo hereby grants to IGT the non-exclusive right to use ibibo’s name, logo, and marks in promotional and marketing materials (e.g. sales presentation, customer newsletters) of IGT and/or its affiliates. IGT hereby grants to ibibo the non-exclusive right to use IGT’s name, logo, and marks in promotional and marketing materials (e.g. sales presentation, customer newsletters) of IGT only within the scope of this Agreement for the duration of this Agreement. The non-exclusive right to use either Party’s name, logo, and marks in promotional and marketing materials (e.g. sales presentation, customer newsletters) is subject to obtaining prior written approval of the Party granting such use. Additionally, either Party’s name, logo, and marks being used for purposes of this Agreement will be of the version as instructed by that Party.

3.	CONSIDERATION & TAXES:

Segments/Eligible Bookings: A Segment means booking for either (i) travel of one passenger over one leg of a journey on a direct flight operated by a single aircraft under a single flight number (“ Air-Segment ”); or (ii) a non-air booking for car, railways or hotel (“ Non-Air Segment ”). Eligible booking of Segments shall be those bookings made by ibibo on the Galileo System divided by the total number of bookings made by ibibo on all GDS’s during a particular month of the Term, then multiplied by 100 (e.g., 0.5 x 100 = 50%) (“ Eligible Booking ”). Galileo Billing Information will be used to measure the number of Eligible Bookings made by ibibo and MIDT will be used to measure the number of bookings made by ibibo through other GDS’s.

For avoidance of doubt, when calculating the Galileo’s Share of Eligible Bookings, IGT shall exclude the following bookings from MIDT data (i) bookings not available on the Galileo System and (ii) bookings made when the software connectivity provided by Galileo for accessing Galileo GDS is down and ibibo is not able to access Galileo GDS and (iii) Non Eligible bookings as defined below.

Confidential Treatment Requested

In the event of any dispute between the Galileo Billing Information and ibibo’s own booking information system, ibibo shall provide the data including the PNRs related to Eligible Bookings to IGT.

Any dispute pertaining to reconciliation of data related to Eligible Bookings should be resolved by mutual consent of both the Parties within two weeks of either of the Party raising the dispute.

IGT further agrees and acknowledges that following bookings (Non Eligible bookings) materialised by Ibibo shall not fall within the scope of this Agreement and is outside the purview of ibibo’s commitment of XXXX of the total segment bookings on Galileo GDS under this Agreement. The commitment of XXXX shall be applicable for the total segment bookings made by ibibo in a period of 12 months and shall be calculated accordingly by both the Parties and may be reviewed post negotiations and discussions by mutual consent of both the Parties through an addendum to this Agreement.

“ Non-Eligible Bookings ” are, for the purpose of this Agreement:

(i)

Unproductive bookings XXXX,

(ii)

Passive and ghost bookings,

(iii)

All Domestic and International Bookings for which productivity incentives mentioned under Schedule B are not applicable including but not limited to bookings through other GDSs, bookings through direct API integration for airlines or bookings wherein IGT does not pay the booking incentives generally, as detailed in Schedule -B--.

(iv)

IGT agrees and acknowledges that such bookings materialised by Ibibo shall not fall within the scope of this Agreement and is outside the purview of ibibo’s commitment of XXXX of the total segment bookings on Galileo GDS under this Agreement,

(v)

Bookings which are subsequently found to be speculative, duplicative, fictitious

Addition of a Domestic and International Airline: Parties agree that in the event that a domestic and International airline begins its participation in the GDS System after the Effective Date, the parties shall negotiate, in good faith, the productivity incentive rate for segments generated with respect to such airline. No productivity incentives shall be paid for such segments unless the parties conclude their negotiations and reduce their understanding in writing. In the event the productivity incentive rate for the new airlines is not

Confidential Treatment Requested

in accordance with the negotiations between the two parties, the bookings for such new airlines shall not fall within the ambit of commitment of XXXX of the total segment bookings on Galileo GDS by ibibo mentioned herein. If any bookings were completed in the interim period of negotiations being conducted, such bookings shall not fall within the purview of XXXX commitment given by IBIBO and IGT will pay for such bookings on commercials agreed separately not within the scope of this Agreement.

Taxes: All payments by IGT to ibibo under this Agreement will be subject to applicable withholding taxes which will be fully borne by ibibo. IGT will arrange to issue the prescribed withholding tax certificate. It is hereby agreed that all payments by IGT to ibibo under this Agreement or otherwise are all inclusive and applicable of any other indirect taxes, if any, including but not limited to value add, transaction, usage, custom and service tax which shall be entirely borne and paid by ibibo, and IGT will have no liability towards any taxes whatsoever.

4.	LIMITED LIABILITY:

Except as provided in Fare Guarantee Policy as attached hereto as Schedule C , IGT makes no representation or warranty regarding the Galileo System or its performance or the accuracy or reliability of Software and/or information provided to ibibo and the same are made available to ibibo on an ‘as is’ basis, and ibibo hereby releases and waives any claims against IGT concerning the Software and/or information or the accuracy or reliability thereof.

In no event will IGT or ibibo be liable for any indirect, incidental, special, punitive, exemplary or consequential damages resulting from, (i) loss of data or use, loss of revenue, loss of profits, loss of contracts, loss of anticipated savings, loss of goodwill or third party claims; or (ii) any losses or damages that are indirect or secondary consequences of any act or omission of the Parties, or their employees, representatives or sub-contractors, whether such losses or damages were reasonably foreseeable or actually foreseen. Notwithstanding anything to the contrary herein set out, in no event shall ibibo’s liability exceed the total incentive received by ibibo in the last two quarters preceding the quarter in which a cause of action arises.

The Parties agree that IGT shall indemnify, defend and hold ibibo harmless from and against all losses, costs, claims, charges, expenses, damages or liabilities (including legal fees and other dispute resolution costs) that ibibo may suffer or incur as a result of claim by any third party due to any unauthorised disclosure of ibibo’s customers’ data for reasons attributable directly to IGT. In no event, shall IGT’s liability to indemnify for such losses, costs, claims, charges, expenses, damages or liabilities (including legal fees and other dispute resolution costs) exceed XXXX.

Confidential Treatment Requested

b.	Notwithstanding anything contained herein, in the event of any conflict between this Agreement and the Fare Guarantee Policy, the terms of this Agreement shall prevail.

5.	PROPRIETARY RIGHTS AND DATA PROTECTION:

ibibo agrees and acknowledges that it does not, by virtue of this Agreement, acquire any Intellectual Property Rights, proprietary rights or other rights in or to: (i) the Galileo System and the data stored in or accessed via the Galileo System; or (ii) any software, documentation, trademarks or service marks of IGT or provided by IGT; or (iii) any related materials used in connection with the Galileo System. ‘Intellectual Property Rights’ means copyright and all other intellectual property rights, including, without limitation, patents, trademarks, service marks, designs, domain names, database rights (whether registered or unregistered) and any other similar protected rights in any country.

6.	DATA PROTECTION:

IGT will comply with the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 applicable in India in relation to the services hereunder,. Ibibo shall comply with all data security laws applicable to them in the markets where they operate and which relate to the activities contemplated under this Agreement. IGT shall maintain standard environmental, safety and facility procedures and back-up procedures and other safeguards, in accordance with generally accepted industry standards

7. TERM AND TERMINATION:

a.	This Agreement shall come into effect from the Effective Date and remain in full force and effect for an initial period of 2 years( “Initial Term” ). After expiry of the Initial Term, the parties may renew the Agreement on mutually agreed terms and conditions ( “Term” ).

Either party shall have the right to forthwith terminate this Agreement by giving written notice to the other party of atleast 48 hours, if the other party ceases or threatens to cease to carry on business or if the other party goes into liquidation (except for the purposes of amalgamation or reconstruction and so

Confidential Treatment Requested

that the resulting company effectively agrees to be bound by or assume the obligations imposed under this Agreement). The parties shall conduct reconciliation for the bookings done before the termination date of this Agreement and any undisputed and unutilized advance amount(if required) shall be returned to IGT within 30 days of termination of the Agreement.In the event of any shortfall of the upfront advance given by IGT during the Term of the Agreement, the same shall be paid to IBIBO within 30 days of Termination of this Agreement.

Either Party can terminate this Agreement if the other party does not comply with the material terms and conditions of this Agreement and such non-compliance constitutes a Material Breach of Agreement and the other party does not rectify the breach within 10 days from the non-breaching party’s written notice specifying the breach. Any such notice shall describe in detail the facts and circumstances supporting the allegation of breach.

Subject to clause 2.2 (d) above, if in the event there is persistent degradation in response times on Galileo System as compared to other GDS’s or in its own past performance and is having a material impact on ibibo’s business, then, ibibo will notify IGT in writing of such instances with documentary evidence.Persistent degradation may include but is not limited to any technical issue or malfunction with the Galileo system adversely effecting ibibo’s conversion rates on account of response time, non availability of inventory and pricing information.IGT shall within 10 days from such intimation and upon substantiation of such degradation, arrange for remedial action, failing which ibibo may terminate the Agreement immediately. During the period from the date of intimation till the expiry of the above mentioned period of 10 days, ibibo shall have the option to use other GDS providers to materialise the bookings. Bookings through such other GDS providers shall not be within the ambit of this Agreement and ibibo’s commitment to make XXXX bookings through Galileo System mentioned herein shall not be applicable in such an event.

e.	Material breach shall imply breach of Clause 2.1(a) (b)& (d), Clause 2.2, Clause 3, Clause 4, Clause 6, Clause 7(d), Clause 8 (“ Material Breach ”).

In the event that the Agreement is terminated for any reason during the Term, other than for reasons pursuant to sub clauses (b), (c) and (d) above, ibibo agrees to refund as on the date of termination, without the requirement of notice or demand, the balance of upfront advance paid by IGT to ibibo under this Agreement, outstanding on the date of termination of the agreement, . Along with the refund of the upfront advance, ibibo shall also be liable to pay XXXX calculated on the balance outstanding.

Confidential Treatment Requested

g.	Consequences of Termination : Upon the termination of this Agreement for any reason:

ibibo shall immediately stop accessing the Galileo System and representing itself as being connected with the Galileo System in any way; and

ii.

any sum owing by either party to the other pursuant to this Agreement shall be immediately payable.

h.	Any provision of this Agreement which by its nature survives termination shall continue in full force and effect after termination of this Agreement.

8. REPRESENTATION AND WARRANTIES

8.1	Each party represents, warrants and undertakes to the other party as follows:

a.	the party has the capacity and authority to enter into this Agreement;

b.	the persons executing this Agreement on behalf of the party have been duly authorized to do so;

c.	this Agreement and the obligations created hereunder are binding upon the party and enforceable against the party in accordance with their terms and do not and will not violate the terms of any other agreement, or any judgment or court order, by which the party is bound;

d.	there is no proceeding pending which to the party’s knowledge, challenges or may have a material adverse impact on this Agreement or the ability of the party to perform its obligations pursuant to this Agreement; and

e.	it has not withheld any information which is required for effective performance of the contractual obligations under this Agreement and that information’s provided to the other party by the party are complete, true and accurate to the best of its knowledge and belief.

8.2	Each party acknowledges that the other party has entered into this Agreement in reliance on the representations, warranties and undertakings set out.

8.3	IGT represents and warrants that it is authorized and possesses all the requisite approvals and authorisationsfromTravelport to provide access to Galileo System to select travel agents.

8.4	IGT represents and warrants that it shall not share or usethe Customer data acquired from ibibo through bookings completed on the Galileo GDS for any other purposes or benefit of the any third Party or competitors of ibibo except for the purposes defined within the scope of this Agreement.

Confidential Treatment Requested

9. MISCELLANEOUS:

Assignment – Either party may assign their respective obligations under this Agreement to any of it’s affiliate companies with intimation to and without the prior written consent of the other party. Neither party shall assign its rights nor obligations to a third party without the prior written consent of the other party.

b.	Relationship – This Agreement is entered into on principal-to-principal basis and nothing in this Agreement shall create or be deemed to create, a joint venture, partnership, or the relationship of principal and agent, between the parties.

Modification and Entire Agreement – This Agreement may not be modified except by an instrument in writing duly executed by or on behalf of the parties. This Agreement supersedes any and all previous agreement or arrangement, letter of offer/intent etc. Between the parties or any of them relating to the subject matter of this Agreement.

Confidentiality – The parties hereby agree not to disclose any terms of this Agreement and document or information exchanged between the parties whether written or oral during the Term or any time thereafter, without the prior written consent of the other party unless such disclosure is required by law or any regulatory authority.

Force Majeure – If the performance by either party of any of its obligations under this Agreement is prevented or delayed by force majeure for a continuous period in excess of 15 days, the other party shall be entitled to terminate this Agreement with immediate effect by giving written notice to the party so affected. There shall be no adverse financial implications on ibibo if it terminates Agreement on grounds of force majeure. The Parties further agree that neither Party shall be discharged of its financial obligations towards the other Party upon the occurrence of a force majeure event.

Severability – If any provision of this Agreement is held by any court or other competent authority to be invalid or unenforceable in whole or in part or is so rendered by any applicable code, regulation or law, such provision or the relevant part of the affected provision, as the case may be, shall be deemed deleted without prejudice to the remainder of the affected provision and the remaining provisions of this Agreement.

Confidential Treatment Requested

Non Solicitation : Neither party (or any Affiliate of that party) may directly or indirectly solicit or entice away from the other party (or any Affiliate of that party) any person who, at the relevant time, is employed by the other party or its Affiliates, whether or not that person would commit a breach of contract by reason of leaving. This prohibition on solicitation shall also apply to past- employees of a party or an Affiliate of a party, who left the employment of a party or Affiliate less than 12 months prior to the date of solicitation.

“Affiliate” with respect to any Party, means a legal person including any Company, corporation, association or other entity, which, directly or indirectly, through one or more intermediaries, Controls or is controlled by or is under common control, with such Party.

The term “Control” shall mean, directly or indirectly,

(a)	The ownership or control of more than 50 percent of the voting share capital of such party, or

(b)	The ability to direct the casting of more than 50 percent of the votes exercisable at the general meetings of such party on all matters, or

(c)	The right to appoint or remove the majority of the directors of such party, or

(d)	The power to direct the management or Policies of such entity by contract.

Notices – Any notice required or authorised by this Agreement to be given by either party to the other must be in writing and may be delivered by hand or sent by pre-paid registered post; or sent by fax transmission to the other party at the address or fax number appearing below, or to such other address or fax number as may be notified in writing by that other party from time to time in accordance with this provision.


For InterGIobe Technologies Inc.		For ibibo Group Private Limited
Attention: Legal Team		Attention: Legal Team
303, Fifth Avenue #1608,		F-130, Ground Floor,
New York, NY 10016		Street No.7,
United States of America		Pandav Nagar,
		New Delhi – 110091

i.	Jurisdiction – This Agreement shall be governed by Indian law and the parties irrevocably submit to the exclusive jurisdiction of the courts of Delhi.

Confidential Treatment Requested

j.	Dispute Resolution

In case of any dispute, the parties shall refer by notice in writing such dispute between the parties arising out of or relating to this Agreement to their respective authorised persons. The below mentioned authorized persons shall amicably attempt to the resolve the dispute within 45 days of receipt of such notice. Failing which, such dispute shall be referred to arbitration in accordance with the provisions set out herein.

•

For ibibo: Chief Executive Officer of ibibo’s business division ‘goibibo’ any other authorized person.

•

For IGT: Director or any other authorized person.

(jointly referred to as “Contract Managers”) for resolution. Contract Managers shall negotiate in good faith to attempt to resolve such disputes within 21 days (or such other time as agreed in writing between the parties) after it has been referred to them.

ii.

Should the respective Contract Manager be unable to resolve any dispute in accordance with Clause j (i) above, then the parties shall refer the dispute for arbitration in accordance with the Arbitration and Conciliation Act, 1996 to be held at Delhi in English language. The arbitration will be conducted by a sole arbitrator appointed by parties by mutual decision. Subject to this, parties can approach the courts in accordance with Clause i above, provided that each party is free to approach such courts at any time for injunctive or equitable relief.

iii.

For the avoidance of doubt, use of this dispute resolution procedure will not constitute a waiver of any right of either party under this Agreement including obtaining injunction.

In witness whereof both the parties have executed this agreement on the date mentioned hereinbelow at Delhi.


For InterGlobe Technologies Inc.				For ibibo Group Private Limited

/s/ Anil Parashar Authorized Signatory Name: Anil Parashar Designation: Director				/s/ Ashish Kashyap Authorized Signatory Name: Ashish Kashyap Designation: Chief Executive Officer

Confidential Treatment Requested

SCHEDULE A: LIST OF SOFTWARE PRODUCTS


Software provided		GD 2.5
Total Number of licenses given for the software		XXXX
PCC		XXXX

SCHEDULE B: CALCULATION AND PAYMENT OF INCENTIVES

a. Calculation of productivity incentives: The amount of productivity incentives for a calendar year shall be calculated by multiplying the actual number of Segments booked by ibibo in the calendar yearby the following applicable rate:

Segment

Production

Financial Incentives
per Segment (USD)

Percentage bookings on Galileo System

XXXX

International Flights

XXXX

Confidential Treatment Requested

b. Payment of Incentives: IGT shall pay upfront advance of XXXX (“advance amount”) to Ibibo. The upfront Advance shall be set off monthly against the bookings materialised on the Galileo GDS till such time the entire Upfront Advance is adjusted. Monthly invoices shall be raised by ibibo on the highest performance incentive slab. At the time of annual review, which shall be carried out by both the Parties in the month of January of each calendar year, suitable adjustments will be made to the total earning of ibibo in the previous calendar year, in case of any excess of productivity incentives have been set off against the bookings materialised by ibibo. The advance amount maybe replenished if it falls below 20% and if ibibo has made prior requisition of the same. Ibibo hereby commits to booking XXXX of the total segment bookings on Galileo system through the arrangement mentioned herein and in accordance with the exceptions herein listed. The payment to ibibo will be made in US Dollars. Notwithstanding anything contained herein, the business commitment of XXXX shall not be applicable once the upfront advance of XXXX only is exhausted.

The productivity incentives shall be adjusted by IGT on a monthly basis, however the commitment of XXXX shall be applicable and reviewed for every 12 months period. Business review shall take place every twelve months to analyse the business performance of IBIBO which can be further revised or modified post negotiations and mutual consent of both the Parties in writing.

In the event of any amounts being due by ibibo to IGT pursuant to any part of this Agreement, including but not limited to productivity incentives for abusive, speculative, fictitious or duplicative bookings, IGT shall inform Ibibo of the same.

c. IBIBO’S COMMITMENTS

Both Parties agree and acknowledge that IBIBO’s commitment to booking XXXX of the total segment bookings is effective from l ^st January, 2015.

Both Parties agree and acknowledge that IBIBO commits to booking XXXX of the total segment bookings through the arrangement herein subject to the following exceptions:

1. Technical issues

Technical issues shall include:

(a) issues including but not limited to availability of inventory and prices which may adversely effecting conversion rates of Ibibo.

Confidential Treatment Requested

(b) issues leading to overall down gradation of performance of Galileo GDS in terms of parameters including but not limited to availability and prices of inventory as compared to the direct or indirect competitors of Galileo GDS and its own past performance.

(c) issues with the Galileo GDS leading to misrepresentation of pricing, fares rules and policies as compared to other GDS operators and Galileo GDS’s past performance. In the event Technical issues are not resolved within 10 days of intimation of the same by IBIBO to IGT, the same shall be considered material breach of the Agreement and IBIBO shall terminate the Agreement with immediate effect. IBIBO shall have the right to switch to other GDS operators from the date of intimation of the technical issues to IGT.

2. If the Galileo GDS breaks. IBIBO shall have the right to switch to other GDS operators from the time of the break down begins and continues.

3. New domestic and international airline carrier added after signing of the agreement. GDS segment on the same shall only be considered for the purpose of this agreement provided both parties have come to a mutual agreement on performance incentive. Else such new domestic and international airlines shall be outside the purview of this agreement.

4. XXXX.

In the event of occurrence of any of the above exceptions, IBIBO’s commitment of XXXX business through Galileo GDS shall not be applicable.

Confidential Treatment Requested

SCHEDULE C

FAIR GUARANTEE POLICY

As Enclosed

Exhibit 4.50

Confidential Treatment Requested

The portions of this document marked by “XXXX” have been omitted pursuant to a request for confidential treatment under Rule
24b-2 under the Securities and Exchange Act of 1934, as amended, and have been filed separately with the Securities and Exchange
Commission.

Addendum 1 to Subscriber Agreement

This Addendum (“ Addendum 1 ”) is made on 29 ^th August 2016 (“ Effective Date ”) with reference to the Subscriber Agreement dated 1 January, 2015 (“ Agreement ”), and is effective between:

ibibo Group Pvt. Ltd. , a company incorporated under the Companies Act 1956, (India), having its registered office at F-130, G.F, Street No. 7, Pandav Nagar, Delhi-110091 (“ ibibo ”)

IGT and ibibo shall be referred to individually as ‘ Party ’ and collectively as ‘ Parties ’.

WHEREAS , the Parties have executed the Agreement, effective from 1 January, 2015;

WHEREAS , the Parties wish to amend certain provisions of the Agreement by way of this Addendum 1;

NOW THEREFORE , the Parties agree as follows:

1.	Amendments to the Agreement

1.1	Section 2.1 (b) shall be deleted in its entirety and replaced with the following:

Software Updation: IGT may, from time to time provide new releases, enhancements or modifications of the Software (“ Software Updation ”) within 30 days of the same being released and ibibo shall install such new releases, enhancements or modifications and implement the same within 30 business days of delivery of the same by IGT. In the event of Software Updation leading to any malfunction or damages to ibibo’s system and adversely effecting booking conversion rates, the same shall be considered material breach of this Agreement. Ibibo shall have a right to terminate the Agreement with immediate effect if such material breach is not cured within 10 days of the breach being intimated to IGT. Ibibo shall have the right to switch to other GDS providers from the time of notification of such malfunction to IGT. Notwithstanding anything contained herein, ibibo shall be eligible for incentive for the bookings made during the aforesaid notice period.

1.2	Fifth paragraph of Section 3 shall be deleted in its entirety and replaced by the following:

“IGT further agrees and acknowledges that Non-Eligible Bookings materialised by ibibo shall not fall within the scope of this Agreement.”

1.3	Section (iv) of 6 ^th paragraph of Section 3 shall be deleted in its entirety and replaced by the following:

IGT further agrees and acknowledges that such bookings materialised by ibibo shall not fall within the scope of this Agreement

1.4	Section 3(a) shall be deleted in its entirety and replaced by the following:

Addition of a Domestic and International Airline : Parties agree that in the event that a domestic and/or international airline begins its participation in the Galileo System after the Effective Date, the parties shall, in good faith, negotiate and agree in writing the productivity incentive rate for Segments generated with respect to such airline. No productivity incentive shall be paid for such Segments unless the parties conclude their negotiations and reduce their understanding in writing.

Confidential Treatment Requested

1.5	Section 7 (a) shall be deleted in its entirety and replaced by the following:

“This Agreement shall come into effect from the Effective Date and remain in full force and effect for an initial period of 2 years (“ Initial Term ”). After expiry of the Initial Term, this Agreement shall automatically renew for successive periods equivalent to the Initial Term, unless terminated in the manner contained in this Agreement.”

1.6	Section 7 (d) shall be deleted in its entirety and replaced by the following:

Subject to clause 2.2(d) of the Agreement, if in the event there is persistent degradation in response times on Galileo System as compared to other GDS’s or in its own past performance and is having a material impact on ibibo’s business, then, ibibo will notify IGT in writing of such instances with documentary evidence. Persistent degradation may include but is not limited to any technical issue or malfunction with the Galileo system adversely effecting ibibo’s conversion rates on account of response time, non-availability of inventory and pricing information, or customer issues pre or post transaction due to wrong representation of flight information like fare rules, policies etc. IGT shall within 10 days from such intimation and upon substantiation of such degradation, arrange for remedial action, failing which ibibo may terminate the Agreement immediately. During the period from the date of intimation till the expiry of the above mentioned period of 10 days, ibibo shall have the option to use other GDS providers to materialise the bookings. Bookings through such other GDS providers shall not be within the ambit of this Agreement.

1.7	Schedule B of the Agreement shall be deleted and replaced with Schedule B of this Addendum 1.

2.	Term and Termination

This Addendum 1 shall be effective from the Effective Date.

3.	Confidentiality

The terms and conditions of this Addendum 1 constitute Confidential Information in accordance with the terms and conditions of the Agreement.

4.	General

4.1	All capitalized terms undefined herein shall have the meanings ascribed to them in the Agreement.

4.2

Except as expressly modified by this Addendum 1, all other terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict or inconsistencies between the Agreement and this Addendum 1, the provisions of this Addendum 1 shall prevail to the extent of such conflict or inconsistencies.

4.3	Upon execution of this Addendum 1, the terms and conditions set forth herein shall become an integral part of the Agreement, effective as on the Effective Date.

4.4	This Addendum 1, including the Agreement of which it is a part, is the complete agreement between the Parties with respect to the subject matter of this Addendum 1 and the Agreement and supersedes all prior understandings and/or agreements, oral or written, between the Parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Addendum 1 to take effect on the date herein above written.

Confidential Treatment Requested


InterGlobe Technologies Inc.						ibibo Group Pvt. Ltd.

By:						By:

Title:						Title:

Date:						Date:

Confidential Treatment Requested

SCHEDULE B – CALCULATION AND PAYMENT OF INCENTIVES

a.	Calculation of productivity incentives: The amount of productivity incentives for a calendar year shall be calculated by multiplying the actual number of Segments booked by ibibo in the calendar year by the following applicable rate:


Segment Production		Financial Incentives per Segment (USD)
International Flights		XXXX
XXXX		XXXX
XXXX		XXXX

Payment of Incentives: IGT shall pay upfront advance of XXXX (“advance amount”) to ibibo. The upfront Advance shall be set off monthly against the bookings materialised on the Galileo GDS till such time the entire Upfront Advance is adjusted. Monthly invoices shall be raised by Ibibo on the highest performance incentive slab. At the time of annual review by both Parties, which shall be carried out in Jan of each calendar year, adjustment if any shall be done to the total earning in the previous calendar year. The advance amount maybe replenished if it falls below 20% and if ibibo has made prior requisition of the same. The payment to ibibo will be made in US Dollars.

Business review shall take place every twelve months to analyse the business performance of ibibo which can be further revised or modified post negotiations and mutual consent of both the Parties in writing.

c.	Technical issues

Technical issues shall include:

issues including but not limited to availability of inventory and prices which may adversely effecting conversion rates of ibibo.

ii.

issues leading to overall down gradation of performance of Galileo GDS in terms of parameters including but not limited to availability and prices of inventory as compared to the direct or indirect competitors of Galileo GDS and its own past performance.

iii.

Issues with Galileo GDS leading to misrepresentation of pricing, fares rules and policies as compared to other GDS operators and Galileo GDS’s past performance. In the event Technical issues are not resolved within 10 days of intimation of the same by ibibo to IGT, the same shall be considered material breach of the Agreement and ibibo shall terminate the Agreement with immediate effect. Ibibo shall have the right to switch to other GDS operators from the date of intimation of the technical issues to IGT

d.	If the Galileo GDS breaks. Ibibo shall have the right to switch to other GDS operators from the time of the break down begins and continues.

Confidential Treatment Requested

New domestic and international airline carrier added after signing of the Agreement. GDS segment on the same shall only be considered for the purpose of this Agreement provided both parties have come to a mutual agreement on performance incentive. Else such new domestic and international airlines shall be outside the purview of this Agreement.

XXXX

Exhibit 4.51

Confidential Treatment Requested

GLOBAL AGREEMENT

This Global Agreement (“ Agreement ”) is effective as of 1 ^st April 2013 (“ Effective Date ”) and is between:

Amadeus IT Group, S.A., a Spanish Company with principal offices at Salvador de Madrigal, 1 - 28027 Madrid (Spain) (hereinafter referred to as “ Amadeus ”); and

ibibo Group Pvt Ltd, an Indian company with principal offices at F-130, G.F, Street No. 7, Pandav Nagar, Delhi-110091 (India) (hereinafter referred to as “ Customer ”).

(each a “ Party ” and collectively the “ Parties ”)

RECITALS

WHEREAS, the Amadeus Group has developed and is operating a fully automated reservations and distribution system (the “ Amadeus System ”), with the ability to perform comprehensive information, communications, reservations, ticketing and related functions on a world-wide basis;

WHEREAS, Amadeus has the ability to support travel agency customers to meet these customers’ coordination needs;

WHEREAS, Customer Offices desire to utilize the Amadeus System in the Territories;

IT IS AGREED :

1.	DEFINITIONS

The following definitions shall apply unless the context otherwise requires:

1.1

“Additional Products” means any Amadeus or third party products, Software, Amadeus Equipment or services ordered by Customer Offices from Amadeus after execution of this Agreement.

1.2

“Amadeus Group” means the group of legal entities founded to organize, develop, operate and distribute the Amadeus System and other Amadeus products and services.

1.3

“Amadeus Share of Customer Bookings” means the number of Eligible Bookings made by the Customer on the Amadeus System divided by the total number of bookings made by the Customer on all GDS’s during a particular month of the Term, then multiplied by 100 (e.g., 0.5 x 100 = 50%). Amadeus Billing Information will be used to measure the number of Eligible Bookings made by the Customer and MIDT will be used to measure the number of bookings made by the Customer through other GDS’s. Airline content that is not distributed on the Amadeus System shall be excluded from all measurements constituting the Amadeus Share of Customer Bookings. In the event an outage to the Amadeus System of at least one (1) hour prevents Customer from making any Bookings for a particular time period during the month in which the Amadeus Share of Customer Bookings is being measured, Amadeus shall take the average number of Customer Bookings for that same

Confidential Treatment Requested

time period in the previous three months and add it to the total number of Eligible Bookings being used to calculate the Amadeus Share of Customer Bookings

1.4

“Amadeus System” or “System” means the global distribution system (GDS) being developed, operated and distributed by the Amadeus Group.

1.5

“Amadeus System Data” means data and information made available to Customer Offices through the Amadeus System.

1.6

“Amadeus Web Services” means the application program interface, which consists of a platform-neutral offering that adheres to cross-platform Web services standards, and related infrastructure, including but not limited to Amadeus System connectivity, software and services, made available by the Amadeus Group to Customer for the development of Client Applications as referenced in Exhibit 7 hereto.

1.7

“Booking” means an individual air (“ Air Booking ”), car or hotel (“ Non-Air Booking ”) reservation entry, or entries in the itinerary portion of a PNR processed/booked in the Amadeus System which have not been cancelled, unconfirmed or unfulfilled. In this definition, the term “Air Booking” refers to a ticketed booking, which applies for all Air Bookings for which a ticket or similar document has been issued. The Parties will assume that the number of Air Bookings correspond to the number of Eligible Bookings unless demonstrated otherwise.

1.8

“Customer Offices” means Customer and any entity identified on Exhibit 2 that is wholly owned by Customer.

1.9

“Customer Equipment” means equipment, hardware, software and any other material that is not provided by Amadeus.

1.10

“Data Breach” means a material and uncured breach of the obligations under Clause 12.5.2 or any other obligation imposed by law or otherwise, by Amadeus, which results in unauthorized disclosure of Personal Data.

1.11

“Eligible Bookings” means a Booking which is not a Non-Eligible Booking on which Amadeus may apply an incentive scheme and which is described on Exhibit 2 of this Agreement. For clarification, for purposes of any incentive schemes hereunder, Eligible Bookings count for a particular Customer Office only where the Customer Office is the last owner of the Booking.

1.12

“Equipment” means hardware provided by Amadeus to Customer.

1.13

“GDS” shall mean a global distribution system (commonly referred to as a computerized reservation system). A GDS (i) collects, stores, processes, displays and/or distributes information through computer terminals and other devices concerning air and/or ground transportation, lodging and other travel related products and services offered by travel suppliers; (ii) enables travel agencies, corporations and/or travel wholesalers to reserve or otherwise confirm the use of, or make inquiries or obtain information in relation to, such products and services and/or (iii) processes transactions for the acquisition or use of such products and services. For the avoidance of doubt, GDS shall include but not be limited to each of the global distribution systems operated by Abacus, Amadeus, Axess, Farelogix, G2 Switchworks, Infini, ITA, Sabre, Sirena, Topas, Travelport, Travelsky, and their respective affiliates, successors and assigns, and any other system with multi-provider content offering such content to travel agencies, corporations and/or travel wholesalers.

Confidential Treatment Requested

1.14

“Local Domestic Booking” means, with respect the country in which a Booking is made (the “Local Country”), a Booking where both the departure city and the arrival city are located in the Local Country.

1.15

“Local International Booking” means, with respect the Local Country, a Booking where the departure city is in the Local Country and the arrival city is outside of the Local Country.

1.16

“Master Pricer” means an automated low fare search tool especially adapted to online travel agents. Master Pricer is designed to allow many interactions in the flight and fare search and is only available via Amadeus Web Services.

1.17

“Non-Eligible Booking” means a Booking on which Amadeus does not apply an incentive scheme and which is described on Exhibit 5 of this Agreement.

1.18

“Normal Business Hours” means the normal business hours of Amadeus and/or its Equipment maintenance provider, as applicable.

1.19

“Personal Data” means customer personal data with the meaning given to it in the directive 95/46 EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data that is stored in the Amadeus System.

1.20

“PNR” means passenger name record.

1.21

“Provider” means a provider of travel related services that makes its data available through the Amadeus System.

1.22

“Review Period” means a block of every three (3) months, commencing from the Effective Date.

1.23

“Software” means software and documentation provided by Amadeus or their third party providers.

1.24

“Taxes” means all applicable VAT and other tax or fee imposed by any governmental authority arising out of or relating to the products and services provided hereunder.

1.25

“Territory” means the markets identified in Exhibit 1 and any other market as may be mutually agreed by the Parties in an amendment hereto.

1.26

“Transaction” or “Central System Transaction” means a request to process data that is transmitted to the Amadeus System. Multiple data elements transmitted to the Amadeus System in a string will be counted as one Transaction. Data elements transmitted via wizards, macros, robotics and similar means may result in multiple Transactions that are not apparent to the user. A “Central System Transaction” means a Transaction on the Amadeus System not including low fare search transactions (e.g., Master Pricer).

1.27

“Unproductive Booking” means a Booking that has been cancelled, unconfirmed or unfulfilled in the Amadeus System.

Confidential Treatment Requested

1.28

“User” means an individual that accesses the Amadeus System through a Website.

1.29

“Usage Policy” means the Amadeus security measures available at the Amadeus communication channels.

1.30

“Website” means any internet web-site or mobile application owned and operated by a Customer Office that is made available to Users.

1.31

“Year” means each successive twelve-month period from the Effective Date.

2.	SCOPE/CONTRACTING WITH CUSTOMER OFFICES

2.1

Scope Generally .

2.1.1

Access to the Amadeus System . Amadeus will provide access to the Amadeus System to Customer Offices. For the rendering of such services, Amadeus shall be responsible for providing the Customer Offices with the Equipment, Software and other products and services identified on the attached Exhibits (or which may otherwise be made available from time to time at prevailing charges) which will be subject to the standard terms and conditions on Exhibit 4.

2.1.2

Promotion and distribution of the Amadeus System . Customer Offices will use the Amadeus System, where possible, within the Territory according and subject to the terms and conditions herein in exchange for the Incentive payments identified on and subject to Exhibit 2.

2.2

Customer Offices . This Agreement applies only to the Customer Offices in the Territory and newly acquired business in the Territories subject to the following:

2.2.1

Non-Amadeus System User . In the event a Customer acquires new business in the Territory that is not then an Amadeus System user, then if requested by the Customer, such acquired entity may, upon advance notice from Customer, immediately come under the terms and conditions of this Agreement.

2.2.2

Amadeus System User . In the event a Customer acquires business that is already utilizing the Amadeus System and Customer desires such business to fall under this Agreement then such business will come under this Agreement on a case by case basis as mutually agreed between the Parties.

2.2.3

Change of Control . In the event of any entity that acquires or is merged with the Customer’s operations then such business may come under this Agreement on a case by case basis as mutually agreed by the Parties.

Confidential Treatment Requested

3.	TERM/TERMINATION

This Agreement shall be for a term of four (4) years, beginning with the Effective Date and ending 31 ^st March 2017 (the “ Term ”), following which the Agreement will be renewed upon mutual consent.

4.	ECONOMIC CONDITIONS / PRODUCTS AND SERVICES

4.1

Payments by Amadeus . In exchange for the Customer Offices’ commitments related to the promotion and distribution of the Amadeus System as described herein, Amadeus will pay the Customer the amounts identified on Exhibit 2. Invoicing and payment terms are specified in Exhibit 2.

4.2

Products and Services / Charges .

4.2.1

Generally . Amadeus will provide Customer Offices with the Equipment, Software and other products and services as identified on the attached Exhibits and other products and services that may be made available from time to time by Amadeus. All products and services are subject to the standard terms and conditions indicated on Schedule 5 hereto and as may otherwise be agreed between Amadeus and Customer Office.

4.2.2

Charges . Charges for products and services are stated in the attached Exhibits or, if not stated, will be at mutually agreed and pre-approved rates by the Customer. Charges are exclusive of Taxes which will be added if applicable. Without prejudice to the above, Amadeus reserves the right to apply at any time charges or fees after getting them pre-approved by the Customer for products and/or specific functionalities that are offered at no specified cost by Amadeus to Customer as of the Effective Date.

4.2.3

Increase in Charges . Charges may be increased (i) upon 90 days advance written notice XXXX except that charges may be increased (ii) at any time after pre approval of the Customer (a) as may be additionally necessary to cover increased in third party costs incurred by Amadeus in providing such products and services, and (b) as may be additionally necessary to cover increases in Amadeus costs in the event of any change in legislation resulting in an increase in costs.

4.2.4

Payment Terms . Unless otherwise agreed in writing between the Parties, all payments are due within thirty (30) days of invoice. A late payment shall be subject to interest of XXXX. Such interest shall be charged from and including the first value date until the date of payment of the amount due on a 360 day basis. Other payment terms may apply as provided on the attached Exhibits.

4.3

Taxes . The Parties agree to comply with any and all applicable tax laws and regulations. Save as otherwise agreed in this paragraph, each Party is responsible for and must pay any taxes for which that party is assessed in

Confidential Treatment Requested

relation to the fulfilment of this Agreement. Charges are exclusive of any tax now or hereafter levied as a direct consequence of the Parties entering into this Agreement or with respect to the performance of this Agreement or the sale, delivery or furnishing of any services hereunder, which shall be added, at the current rate and appropriately disclosed in the invoice. Should either Party be required under applicable law to withhold or deduct any portion of the payments due to the other party, then the sum payable to that party will be increased by the amount necessary to yield to that party an amount equal to the sum it would have received had no withholdings or deductions been made. The Parties will cooperate in good faith to obtain refunds of any Taxes paid to the authorities that should not have been charged and/or paid.

5.	DISCLAIMER OF WARRANTIES

EXCEPT SOLELY FOR ANY WARRANTIES EXPRESSLY IDENTIFIED HEREIN, THE PARTIES HEREBY WAIVE ALL WARRANTIES EXPRESSED OR IMPLIED INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR INTENDED USE OF ANY EQUIPMENT, SOFTWARE, THE SYSTEM, DATA OR OTHER PRODUCTS OR SERVICES FURNISHED HEREUNDER. IN PARTICULAR, BUT NOT BY WAY OF LIMITATION, AMADEUS DISCLAIMS ANY WARRANTY THAT IT WILL PROVIDE ACCESS TO THE CUSTOMER VIA THE AMADEUS SYSTEM THE DATA FROM ANY PARTICULAR PROVIDER OR THAT THE AMADEUS SYSTEM OR ANY SOFTWARE, EQUIPMENT OR DATA IS PROVIDED ERROR FREE OR THAT ANY OF THEM WILL OPERATE OR BE PROVIDED WITHOUT INTERRUPTION.

6.	OWNERSHIP AND CONFIDENTIALITY

6.1

Ownership . Any and all intellectual and other proprietary rights to the Amadeus System and the Software, Equipment, documentation and know-how related thereto constitutes Amadeus’ or their licensors’ proprietary property. Amadeus or its licensors retains all right, title and interest in such property including any and all development performed by the Amadeus Group or its affiliated entities.

6.2

Access to the System . Customer Offices shall limit use of and access to the Amadeus System to Customer Office employees and agents as are required to comply with Customer Office obligations hereunder, and Customer Offices shall take all reasonable actions as may be necessary to preserve the confidentiality of the Amadeus System including all data contained therein and to prevent the transfer or disclosure thereof to other persons.

6.3

Confidentiality Generally . The content and terms of this Agreement are confidential and shall not be disclosed by any party hereto, or affiliate thereof, to any other entity except with the prior written consent of the applicable party. “Confidential Information” includes, but is not limited to, any software, documentation, financial information, business plans, source code, and/or any other confidential and proprietary material, information or knowledge of a party which is in written form and marked “Confidential” or similar marking as well as copies hereof which a Party (“Receiving Party”) receives from the other Party (“Disclosing Party”) as a consequence of this

Confidential Treatment Requested

Agreement. The Receiving Party shall use its commercially reasonable efforts, and no less effort than used by the Receiving Party to protect its own Confidential Information, to not disclose, copy or in any other way duplicate the Confidential Information of the other Disclosing Party in whole or in part without the prior written consent of the Disclosing Party. “Confidential Information” does not include information that is (a) already in the public domain, (b) disclosed by any other third party not under an obligation of confidentiality, and (c) independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information. Upon termination of this Agreement, each Receiving Party shall without delay return all the Confidential Information to the Disclosing Party. Notwithstanding anything to the contrary stated herein, Amadeus will be permitted to use information contained in PNRs generated by Customer Offices as required by applicable law, regulation or rule by governing authorities.

Further, and in further exchange of the benefits conferred to Customer Offices herein, all Customer Offices agree and consent to their identification in any marketing, booking and sales data that Amadeus or any other company of the Amadeus Group decides to make available in the normal course of their business. Further, Amadeus may use Amadeus System Data for the provision of itinerary and other information, and/or offer additional services directly to travellers via checkMytrip.com or an equivalent site.

The obligations of the Parties under this Clause 8.3 will apply during the term of this Agreement and shall survive its termination for a time of one (1) year.

7.	PROVIDER DATA / BOOKING DATA / UNFULLFILLED RESERVATIONS

7.1

Provider Data . Customer Offices acknowledge and agree that it is the Provider’s responsibility, and not Amadeus’, to ensure that the information supplied and stored in the Amadeus System is accurate and properly updated. Therefore, Amadeus will not be liable for the content, accuracy, use or continued availability of any data or information contained in the Amadeus System.

7.2

Booking Data . Data created by a Customer Office in relation to a Booking (“ Booking Data ”) is the Customer Office’s sole responsibility. Customer Offices shall ensure that Booking Data complies with applicable law. Amadeus reserves the right to require Customer Offices to take corrective action to correct any incorrect, misleading or defamatory Booking Data. Amadeus may suspend access to such Booking Data if such corrective action is needed and not taken.

7.3

Unfulfilled Reservations . Amadeus will not be responsible for any reservations booked through the Amadeus System that are not honoured by the applicable Provider.

7.4

Agency Debit Memos. With respect to reimbursements of agency debit memo’s (“ADMs”) offered by airlines, Amadeus shall adhere to its GDS Fare Guarantee Policy set forth in Exhibit 8 hereto.

Confidential Treatment Requested

8.	LIMITATION OF LIABILITY

8.1

IN NO EVENT WILL A PARTY BE RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECULATIVE SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND ARISING FROM ANY ACTIVITIES OR OTHERWISE UNDER THIS AGREEMENT, OR FOR LOST PROFITS.

8.2

EXCEPT FOR (A) SUMS ACCRUED AND UNPAID UNDER THIS AGREEMENT OR SUPPLEMENTS THERETO, (B) SUMS EXPRESSLY IDENTIFIED AS BEING REPAYABLE UNDER THIS AGREEMENT OR RELATED SUPPLEMENT, (C) DIRECT DAMAGES ARISING FROM BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8.3 ABOVE, (D) DIRECT DAMAGES FOR FAILURE TO RETURN ANY EQUIPMENT OR SOFTWARE AFTER TERMINATION OF THIS AGREEMENT, (E) EXPRESS INDEMNITY OBLIGATIONS UNDERTAKEN HEREUNDER, AND (F) DIRECT DAMAGES ARISING OUT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY OTHER DAMAGES IN EXCESS OF XXXX.

8.3

THE PARTIES AGREE THAT AMADEUS AND ITS RESPECTIVE AFFILIATES’ (IN THE AGGREGATE) LIABILITY FOR ANY AND ALL DAMAGES DUE TO DATA BREACHES, WHETHER SUCH DAMAGES ARISE OUT OF CLAIMS IN CONTRACT. WARRANTY OR TORT, SHALL NOT EXCEED XXXX, EXCEPT SOLELY IN THE CASES OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

A claim by a Party may relate to both: (a) a Data Breach; and (b) Confidential Information (Clause 6.3), (“Dual Faceted Claim”). The Parties do not intend that a Party making a Dual Faceted Claim can avoid limits or exclusions otherwise applicable to such claim under Clause 8 by framing the claim as a breach of Clause 6.3 to the extent that it relates to a Data Breach. Accordingly, to the extent that the Dual Faceted Claim relates to a breach of Clause 6.3 it shall be subject to the limits and exclusions set out in Clause 8.3 for such breach.

9.	DISPUTE RESOLUTION

9.1

Generally – Claims Involving Owned Affiliates . All questions of liability as between the Parties and each of their wholly owned affiliates will be dealt with by the Parties.

Confidential Treatment Requested

9.2

Local Disputes . Notwithstanding the provisions of Clause 9.1 above, the following local disputes arising between the wholly owned affiliates described in Clause 9.1 will be dealt with by such Parties under governing law and not by the Parties.

(i)

collection of unpaid invoices or refunds;

(ii)

claims for personal injury or damage to personal property;

(iii)

claims for return, or the replacement value, of any Equipment or Software;

(iv)

breach of Clause 7;

(v)

claims seeking to enforce any local third party rights or obligations, as applicable; and

(vi)

claims for equitable relief.

Any such dispute will be subject to all terms and conditions of this Agreement including, but not limited to, all limitations of liability and remedies stated herein, but will not be subject to Clauses 9.3 or 10.9 and the nature of any claim and its proceedings will be entirely at the discretion of the entity bringing an action.

9.3

Arbitration . As between the Parties, any question concerning the existence, validity, or termination of this Agreement, and any other dispute arising out of or relating to this Agreement, that cannot be resolved by agreement between the Parties shall be finally settled by arbitration according to the ICC Rules and the following:

9.3.1

The number of arbitrators shall be three. Each Party shall nominate one arbitrator for confirmation by the ICC. If a Party fails to nominate an arbitrator within the time period specified by the ICC Rules, the ICC Court of Arbitration shall appoint an arbitrator for that Party. The arbitrators nominated by (or on behalf of) the Parties shall, within 21 days after their confirmation by the ICC Court of Arbitration, agree on a third arbitrator who shall act as the chairman failing which the third arbitrator shall be appointed by the President of the ICC Court of Arbitration (or his designee) within 21 days of a request by a Party.

9.3.2

The language of the arbitration shall be English.

9.3.3

The decision of the arbitrators shall be final, conclusive and binding on the Parties. Any court or authority of competent jurisdiction may enforce any award rendered by the arbitrators.

9.3.4

The place of the arbitration shall be Singapore.

9.3.5

Any monetary award shall be denominated in US Dollars.

9.3.6

The arbitrators shall be strictly bound to follow the terms and conditions of this Agreement including, but not limited to, all warranty disclaimers and limitations of liability provided herein.

Confidential Treatment Requested

10.

MISCELLANEOUS

10.1

Assignment . Unless otherwise provided herein, neither Party shall assign or otherwise transfer any of its rights or obligations hereunder to any third party without prior written consent of the other Party. Such consent shall not be unreasonably withheld or delayed. Amadeus may assign this Agreement to any entity that acquires all or substantially all of Amadeus’ assets. Amadeus reserves the right to terminate this Agreement in the event Customer is directly or indirectly acquired by or merges with another entity.

10.2

Force Majeure . Neither Party shall have any liability for any delay or failure to perform its obligations (except payment obligations) hereunder to the extent such delay or failure is the result of any act or event that is beyond such Party’s reasonable control (“Force Majeure Event”). Force Majeure Events include, but are not limited to, acts of god, war, lightning, fire, storm, flood, earthquake, terrorist act, blockade, revolution, riot, insurrection, civil commotion, public demonstration, strikes or industrial disturbances, sabotage and act of vandalism, cyber-crimes affecting computers, networks or the Internet, illegal hacking, denial of service attacks, unauthorized access to or interference with data, interruption or degradation of any third party communications system or the Internet, or any action of a governmental entity and similar events. If a Party experiences a Force Majeure Event, it shall promptly provide written notice thereof to the other Party and shall use all reasonable efforts to remove, avoid or mitigate the consequences of such Force Majeure Event.

10.3

Change in Law/Industry . If there is a change in any statute, rule, regulation or order governing the operation of computerized reservation systems, any Providers, or the System, which has or will have a direct or indirect material adverse effect upon the benefits of this Agreement to Amadeus, Amadeus will notify Customer to propose any changes to this Agreement which Amadeus thinks are appropriate, including, but not limited to, early termination of this Agreement by Amadeus. If Customer and Amadeus are unable to agree upon changes in the Agreement within thirty (30) days after the date Amadeus’ notice to Customer, then either Party may terminate this Agreement by giving ninety (90) days advance notice of termination.

10.4

Severability . If any one or more of the provisions of this Agreement shall be invalid, illegal, unenforceable in any respect, it shall be ineffective only to the extent of such invalidity, illegality or unenforceability and shall not in any way affect or impair the validity, legality and enforceability of the balance of such provision or any other provision of this Agreement. Each Party shall endeavour in good faith negotiations to replace the invalid, illegal or unenforceable provision(s) or such portion thereof with such valid, legal and enforceable provision(s) the economic effect or which is as close as possible to that of the invalid, illegal or unenforceable provision(s).

10.5

Data Protection Laws / Security .

10.5.1

Compliance with Laws and Regulations . The applicable Amadeus Group entity will (i) comply with the data security laws applicable to such entity in the markets where it is providing services to Customer Offices hereunder, and (ii) comply with all GDS-sector specific data privacy laws applicable to it in such markets. Customer Offices will comply with all data security laws applicable to them in the markets where they operate and which relate to the activities contemplated under this Agreement.

Confidential Treatment Requested

10.5.2

Security . Amadeus shall maintain standard environmental, safety and facility procedures, data security and back-up procedures and other safeguards, in accordance with generally accepted industry standards, against the destruction, loss, unauthorized access or alteration of Customer data in the Amadeus System.

10.6

Captions . The captions appearing in this Agreement have been inserted as a matter of convenience and in no way define, limit or enlarge the scope of this Agreement or any of the provisions thereto.

10.7

Waiver . The waiver or forbearance or failure of a Party to insist in any one or more instances upon the performance of any provision hereunder shall not be construed as a waiver or relinquishment of that party’s rights to future performance of such provision and the other party’s obligation in respect of such future performance shall continue in full force and effect.

10.8

Notices . All notices of breach or demand under this Agreement involving a Party shall be sent by (i) overnight mail via an internationally recognized courier, or (ii) registered mail return receipt requested, or (iii) confirmed telefax, and shall be deemed to have been given upon receipt at the following addresses:


Amadeus IT Group, S.A.		ibibo Group Private Limited

Salvador de Madariaga, 1		Attn: General Counsel
28027 Madrid
SPAIN
Attn: Albert Pozo VP, Global Customer Group		F-130, G.F, Street No. 7, Pandav Nagar, Delhi-110091 (India)

For claims and demands, a copy must be provided to:

Attn: General Counsel
Fax: +34 91 582 0129

For clarification, invoices, payments and general correspondence shall be sent to the applicable Party as indicated by such Party.

However, any legal claims assigned to the Parties as per Clause 10.1 shall also be sent as provided above.

10.9

Governing Law . This Agreement and any difference or dispute arising out of or relating to it, shall be governed, construed and interpreted in accordance with the laws of England and Wales.

Booking and Transaction Counts/Reports . The automated records that Amadeus relies upon for Booking and Transaction data shall be used by Customer for all payments related thereto. However, in the event Customer disputes Amadeus’ Booking or Transaction data with evidence of errors in Amadeus counts, then such dispute will be settled by the senior management of the Parties. In case the dispute is not settled between the senior management of the Parties the dispute may be referred to arbitration.

Confidential Treatment Requested

Entire Agreement . This Agreement constitutes the final and entire agreement between the parties thereto relating to its subject matter and supersedes any and all prior or contemporaneous letters, memoranda, representations, discussion, negotiations understandings and agreements, whether written or oral, with respect to such subject matter, all of the same being merged herein.

10.10

Modifications . No modifications or amendments to this Agreement shall be valid unless in writing signed by authorised representatives of the applicable parties.

10.11

Third Party Beneficiary . The Parties are the only parties to this Agreement. There are no third party beneficiaries to this Agreement.

IN WITNESS THEREOF, the Parties have executed this Agreement as of the day and year first above written.


Amadeus IT Group, S.A.		ibibo Group Pvt Ltd

By:	/s/ Albert Pozo	By:	/s/ Ashish Kashyap
Name:	Albert Pozo	Name:	Ashish Kashyap
Title:	VP Global Customer Group Amadeus IT Group S.A.	Title:	CEO - IBIBO Group

Confidential Treatment Requested

Exhibit 1

Customer Offices

Customer Offices include the following.


Customer Office	Territory	Office ID
IBIBO GROUP PVT LTD	India	BOMVS35SC
IBIBO GROUP PVT LTD	India	BOMVS35SD
IBIBO GROUP PVT LTD	India	BOMI228IM
IBIBO GROUP PVT LTD	India	BOMI228HF
IBIBO GROUP PVT LTD	South Africa	JNBZA28GI

The addition or removal of any other Territories or Customer Offices to the table above and this Agreement requires the mutual written agreement of the Parties.

Confidential Treatment Requested

Exhibit 2

Commercials

1.	Booking Incentive

Subject to Customer meeting its obligations under Clause 4.1 of the Agreement, Amadeus will pay Customer an incentive per Eligible Booking produced by Customer Offices in the indicated markets (“Booking Incentive”) as follows:

INDIA

For the period commencing on 1 April 2013 up until 31 March 2014:

Local International

Bookings

XXXX

XXXX

For the period commencing on 1 April 2014 up until the end of expiry of this Agreement:

Amadeus Share of

Customer Bookings

Local
International
Bookings

XXXX

XXXX

SOUTH AFRICA

Amadeus will pay Customer a Booking Incentive of XXXX for all Eligible Bookings made in South Africa.

UNITED ARAB EMIRATES

Amadeus will pay Customer a Booking Incentive of XXXX for all Eligible Bookings made in the United Arab Emirates.

2. Payment of Booking Incentive

Booking Incentives will be calculated and paid quarterly from the Effective Date and within thirty (30) days from the applicable invoice being received.

Confidential Treatment Requested

3. Early Termination

Either Party may terminate this Agreement before the natural expiry of the Term by providing prior written notice to the other Party of nine (9) months.

4. Incentive Exceptions

Notwithstanding anything to the contrary in the Agreement, all Incentives and Eligible Booking volume calculations may be adjusted by Amadeus (i) where the Provider makes, or has made before the Effective Date, its content available in the System in exchange for a direct or indirect reduction of Amadeus booking related distribution fees or at a charge, and/or (ii) with respect to Provider content that becomes part of a Provider and/or Amadeus content program, and/or (iii) with respect to Provider content for which the Provider restricts payment of incentives, (the “ Affected Content ”).

In any such event, Amadeus will notify Customer in writing of the terms and conditions applicable to bookings of Affected Content. Such terms and conditions may include, but are not limited to, a reduction in Incentives or the imposition of applicable charges with respect to the Affected Content. The Parties will discuss in good faith any such terms and conditions upon the Customer’s request. Subject to the foregoing, the terms and conditions with respect to the Affected Content will apply upon the date stated in Amadeus’ notice, unless otherwise agreed between Amadeus and Customer. If Customer chooses not to accept such terms and conditions by notifying Amadeus within 30 days of Amadeus’ notice, then: (i) Amadeus may restrict access to the Affected Content, and/or (ii) no Incentives will apply on such Affected Content. For clarification(a) content not in the System as of the Effective Date that becomes available after the Effective Date, and (b) content that is booked on low cost or budget Providers and/or via Amadeus ticketless access, will not qualify for Incentives unless otherwise agreed by the Parties.

At the time Amadeus notifies Customer that it will apply the terms of this provision, Customer may request that an international auditing firm such as Deloitte, Ernst & Young, KPMG or PWC (the “Auditor”) verifies Amadeus’ compliance with this provision. Customer shall bear the cost of such audit. The Auditor will issue a report which shall be limited to confirming whether Amadeus meets the requirements of this provision. Amadeus will pay the cost of such audit if the report indicates that the requirements of this provision were not met. The Auditor will be subject to a confidentiality agreement to ensure confidentiality of Amadeus and its Provider’s information.

Amadeus has programs and/or arrangements in place in certain markets as of the Effective Date with respect to certain air Providers. Such programs and/or arrangements will apply to the affected Customer Offices. All such programs and/or arrangements are subject to change upon notice to the Customer. Other programs and/or arrangements may be identified on Exhibit 5.

Confidential Treatment Requested

Exhibit 3

Products and Services

Amadeus will provide Customer Offices with the following products and services at the following charges which are exclusive of taxes which will be added, if applicable. Products and services not listed below will be charged, if ordered, at rates as agreed between the parties. The below charges will be invoiced by Amadeus centrally. However, prior to Amadeus sending Customer such invoice, Amadeus shall send Customer a report detailing the products and services provided by Amadeus along with the corresponding charges owed to Amadeus during the relevant transaction period (“Pre-invoice Report”). In the event Customer disputes the Pre-invoice Report, Customer and Amadeus shall hold good faith discussion in an attempt to solve any discrepancies. If no such resolution is met, Amadeus shall still be entitled to the charges set forth in the Pre-invoice Report and Customer shall pay Amadeus the charges upon receipt of the invoice.

A.	Amadeus Master Pricer, Amadeus Web Services Transactions and Amadeus Central System Transactions

For the period commencing on 1 April 2013 up until 31 March 2014:


Product	Charge per transaction in excess of the Transaction Threshold (“Excess Transaction”)
Central System Transactions and Web Services Transactions (combined)		XXXX
Master PricerTravelboard and Master Pricer Expert (combined)		XXXX

For the period commencing on 1 April 2014 up until the end of expiry of this Agreement:


Product	Transaction Threshold per Eligible Booking (no charge)		Charge per transaction in excess of the Transaction Threshold (“Excess Transaction”)
Central System Transactions and Web Services Transactions (combined)		XXXX		XXXX
Master PricerTravelboard and Master Pricer Expert (combined)		XXXX		XXXX

In order to assess the Excess Transaction fees in the table above, Transactions per Eligible Booking shall be calculated per Review Period by dividing the total number of the applicable transactions from Customer Offices for the Territories by the total number of Eligible Bookings from such Customer Offices in the Territories.

Confidential Treatment Requested

B.	Amadeus Web Services

Amadeus will continue to provide Amadeus Web Services available to all Customer Offices pursuant to the terms and conditions of Exhibit 7.

C.	Local Products and Services

Local Products and Services ordered by Customer Offices will be provided by Amadeus at then prevailing or mutually agreed rates.

Confidential Treatment Requested

Exhibit 4

Standard Terms and Conditions

The following terms and conditions will apply to all Customer Offices. Customer shall ensure that all Customer Offices agree to and are bound by the below provisions.

I.	System /Customer Offices’ Responsibilities .

System Access . Amadeus grants the Customer Offices in its market during the Term the right to access the System solely in accordance with the terms and conditions herein. The Customer Offices may access the System using Customer Equipment so long as such equipment (or software, as applicable) meets Amadeus’ specifications and standards.

Amadeus reserves the right to provide access to the System only to Customer Offices provided they comply with the requirements of access to the System in accordance with the terms and conditions of this Agreement. Amadeus reserves the right to withhold the access to the System from a Customer Office if it does not abide by such requirements as updated from time to time after a due notice of 30 days to the customer to comply with the requirements. However, such notice shall not be required if in the reasonable estimation of Amadeus, the Customer Office’s lack of compliance with Amadeus’ standards could materially harm the Amadeus System within the 30 day notice period.

Ownership/Use . The System is Amadeus’ or its licensor’s proprietary information and trade secret. Amadeus System Data may only be used for:

(1)

making travel reservations;

(2)

providing travel availability information to Customer Offices’ customers in the normal course of travel agency operations;

(3)

standard accounting and record keeping; and/or

(4)

other authorized travel related services.

Amadeus System Data shall not be used, compiled, cached, sold, distributed or otherwise made available except as specifically provided in this Agreement. Customer Offices agree not to use the Amadeus System or any Amadeus System Data for:

(1) speculative booking;

(2) reservation of space in anticipation of demand;

(3) improper creation or modification of records;

(4) transmission of personal messages other than by an electronic mail system;

(5) developing or publishing any reservation, ticketing, sales, cargo, tariff guide or other item for commercial consideration;

(6) accessing third party products which are not expressly authorized by Amadeus.

Further, Customer Offices will:

(i)

not access the Amadeus System via third party products (e.g., robotic tools) that are not expressly authorized by Amadeus;

Confidential Treatment Requested

(ii)

not disclose the Amadeus System nor Amadeus System Data to persons other than Customer Office employees for the purposes contemplated under this Agreement;

(iii)

use their best efforts to cancel in the Amadeus System all Bookings that have been cancelled, unconfirmed and/or unfulfilled. The Customer Offices shall be solely responsible for removing such Bookings from PNRs;

(iv)

use their best efforts to minimize the number of Transactions per Eligible Booking produced by the Customer Office. The applicable Customer Office will work in good faith with Amadeus with any reasonable efforts to reduce Transactions;

(v)

notify Amadeus prior to integrating or interfacing any other software or technology with Amadeus technology solutions, or prior to performing any other operation that may impact such technology solutions or Customer Offices’ access to such solutions, and obtaining Amadeus’ input and consent thereto as necessary which will not be unreasonably withheld or delayed; and

(vi)

use best efforts, when necessary, to promptly revoke any user credentials that have been provided by Amadeus to access any Amadeus products or services. Customer Offices will be solely responsible for any damages resulting from use of any user credentials that should have been revoked hereunder.

Each Customer Office shall be responsible in case of fraudulent transfer of its Bookings from an Office ID to a different one with the purpose of obtaining economic advantages.

Unproductive Bookings . Each Customer Office will use its best efforts to cancel in the Amadeus System those Bookings that have been cancelled, unconfirmed or unfulfilled by a Provider. It is each Customer Office’s sole responsibility to ensure that Unproductive Bookings are removed from PNRs.

System Operating Instructions/Site Preparation .

(1)

Operating Instructions. Customer Offices will utilise the System pursuant to Amadeus’ written instructions, including instructions for establishing, operating and maintaining security links between Customer Offices.

(2)

Site Preparation. Customer Offices are solely responsible for any necessary site preparation, including all maintenance, cabling, utilities charges, and compliance with applicable building and electrical codes.

(3)

Security Requirements. Customer Offices will implement and comply with the information security requirements, policies or standards established by Amadeus and communicated to Customer Offices from time to time. Customer Offices will be solely responsible for any damages or costs arising out of Customer Offices failure to implement any such requirements, policies or standards.

System Modifications . Amadeus or its licensors may, in its discretion modify, remove, discontinue, replace, substitute and/or upgrade or enhance the functions and components of, and data provided through, the System without any obligation to any Customer Office. The Customer Office will not modify or

Confidential Treatment Requested

alter the System. Amadeus will use its reasonable efforts to provide reasonable advance notice in writing for any material modification that is likely to have an impact to Customer.

Downtime . Amadeus may schedule System, Equipment and Software downtime for maintenance of the System, Equipment or Software, only after informing the Customer in advance, without liability or obligation to Customer Offices, except where such notice is not possible due to emergency or urgent situations. Amadeus shall use its reasonable commercial efforts to ensure that the occurrence and duration of any such periods of downtime (i) shall be minimised, and (ii) occur as much as possible outside the applicable Customer Office’s standard working hours. Further, and for clarification, Amadeus is not liable for any Amadeus System or other product or service downtime.

Interference with System Performance . If Customer Equipment degrades or interferes with System performance, or is an unauthorized modification thereto, the applicable Customer Office will pay then prevailing charges to diagnose and eliminate the degradation, interference or modification. All resulting downtime and costs will be the applicable Customer Office’s sole responsibility.

Suspension of Access . Amadeus may suspend System access without liability for a particular Customer Office if:

(1)

Amadeus reasonably believes that an abuse or misuse of the System is being caused, permitted or enabled by such particular Customer Office or on such particular Customer Office’s behalf; or

(2)

the Customer Office attempts unauthorized modifications to the System; or

(3)

the Customer Office’s access causes a degradation to the applicable system or interference with use of such system by other users or customers, or causes a condition which may place Amadeus in potential or actual breach of its agreements with other parties (e.g., in the event of robotic software causing an inordinate amount of Transactions to hit the System).

(4)

the Customer Office does not otherwise comply with Amadeus standard access requirements.

If System access is suspended pursuant to Clauses H.(l), H.(2), H.(3) or H.(4) above, Amadeus will notify the Customer Office as soon as reasonably possible.

Websites-Customer Offices Responsibilities . Customer Offices shall:

(1)

be solely responsible for the management, maintenance and related costs of (i) the Customer Offices’ Websites, (ii) any third party hosting provider or ticketing fulfilment operations, if any, (iii) the communication network or networks connecting the Websites, as applicable to the Amadeus servers, and (iv) configuring, maintaining and managing its computer systems and networks to enable Users to access and use the Website;

(2)

be solely responsible for all help desk services to provide customer service to Users;

(3)

ensure that all Customer Offices’ staff managing the Website(s) and having or providing access to any Amadeus related products and services, including staff of any third party hosting provider, are adequately trained and remain trained during the Term. The costs of any training and any related travel and lodging expenses of the employees of the Customer will be borne by the applicable Customer Office and the costs relating to the employees/associates/partners of Amadeus will be borne by Amadeus;

Confidential Treatment Requested

(4)

permit Amadeus to review and inspect as reasonably requested the network, equipment and integrations utilized to enable Users to access the Amadeus System via the Website(s) for quality control purposes;

(5)

be solely responsible for the cost of any upgrades to the Website(s) and any migrations in accordance with the prevailing Amadeus implementation guidelines; Any costs for the changes in the Amadeus System will be borne by Amadeus;

(6)

inform Amadeus about the launch and expected material increase of booking volumes due to any marketing campaign or other promotional activity, which may cause a material increase of traffic and volumes on the Amadeus servers through the Customer Website and/or Customer Subsidiaries’ Websites and in no event it will inform Amadeus later that 48 hours prior to the launch of such marketing campaign, or other promotional activity;

(7)

keep Amadeus of projected Transaction growth upon Amadeus’ request for capacity planning purposes;

(8)

use, and shall take all commercially reasonable steps to ensure the Users use, the Website and the Amadeus System for their intended use in accordance with the terms and conditions of this Agreement. To the extent the actual use varies from their intended, reasonable use, Amadeus may, in addition to its other rights and remedies provided herein, impose additional terms and conditions on such use to protect the Amadeus System;

(9)

be solely responsible for monitoring traffic volumes on the Website(s), and the efficiency of the interaction of the Website(s) with the Amadeus System; and

(10)

obtain content Provider consent for performance of test-bookings, and the cancellation of such test bookings. Customer Offices understand and acknowledge that neither Amadeus has control over, or responsibility or liability for, the usage of the Amadeus System by Users.

II. Software .

If any Customer Office (the “ Licensee ”) orders Software, the following applies:

A .

Software License . Amadeus (“ Licensor ”), as applicable, grants the Licensee a nonexclusive, non-transferable license to use the object version of the Software solely for internal use during the Term. The Software is the Licensor’s or it’s licensor’(s) proprietary information and trade secret, whether or not any portion of the Software is or may be copyrighted or patented, and title thereto remains with the Licensor or its licensors. Certain Software provided by third parties may be subject to other agreements. The Licensee may:

(1)

use one production copy of the Software for each license granted; and

(2)

copy the Software into machine readable form solely for backup, and copy the user’s guide and related documentation, provided that all copies and partial copies shall include Licensor’s or its licensors’ copyright notices, as applicable.

Confidential Treatment Requested

Except as expressly provided in Clause II.A immediately above, the Licensee may not:

(3)

copy, modify, merge, supplement, reverse engineer, reverse assemble, decompile or disassemble the Software; or

(4)

distribute, publish, transfer, sublicense, or make the Software or documentation available to other organizations or persons other than Licensee’s employees or third party contractors, under contract with Licensee (not including Licensor’s competitors); or

(5)

do any act inconsistent with applicable licenses covering the Software.

New Software Releases . The Licensee will promptly install new Software releases that (i) Licensee requests, or (ii) that are otherwise provided at no charge to the Licensee, unless Licensor instructs the Licensee that Licensor will perform the installation. The Licensee understands it may not be able to use new Software releases if it has made derivative programs or modifications to the Software or Equipment. Amadeus may charge for new software releases or material upgrades to existing Software in the normal course. Customer Offices authorize Amadeus to perform online checks of applicable hardware/software in order to warrant technical support including the elimination of malfunctions and to verify that the upgrades have been properly done.

Software Installation .

(1)

On Equipment . Amadeus will install the Software on the Equipment and perform all related re-installation, replacement and repairs. Licensee may perform such installation upon receipt of instructions and authorization from Amadeus. The initial installation of Software will be at no charge so long as the installation is performed at the same time as the installation of the terminal upon which the Software will reside. There will be no charge for re-installation if the Software was not fully installed on the initial installation at no fault of Licensee. Otherwise, installation services will be performed at prevailing Amadeus conditions and rates.

(2)

On Customer Equipment . Licensee may not install Software on Customer Equipment absent the applicable Amadeus’ prior consent. Licensee is responsible for any such installation including all related fees and costs. Any installation by Amadeus will be at prevailing conditions and rates.

(3)

Proper Configuration . Licensee will ensure proper configuration and functioning of the Equipment with the local area network before the Software is installed. Installation visits due to improper configuration will be at prevailing conditions and rates.

Software Warranty . The provider of any Software, the “ Licensor provides the following warranties to the applicable Customer Office receiving a license for use of such Software (the “ Licensee ”):

(i)

the functionality and performance of the Software substantially conforms to the published documentation; and

(ii)

to the best of its knowledge the portion of the Software written by Amadeus or the Amadeus Group on or before the date of execution of this Agreement by both Parties does not infringe third party valid patents or copyrights.

Confidential Treatment Requested

Remedies for Breach of Software Warranties . The sole remedies for breaches of the warranties in ClauseII.(D) above are as follows:

(i)

ClauseII.D.(i). The sole remedy for a material breach of the warranty contained in ClauseII.D.(i) is that, if the Licensee notifies the Licensor in writing of a defect, then the Licensor will use reasonable efforts to confirm the existence of such defect with the Licensee’s reasonable cooperation, and then either correct or replace any defective Software, or cancel the Software and provide a prorated refund of any prepaid license fees. This warranty and remedy does not apply to Software that has been modified or supplemented by the Licensee where such defect arises out of or relates to such modification or supplement.

(ii)

ClauseII.D.(ii). The sole and exclusive remedy for a material breach of the warranty contained in ClauseII.D.(ii) is that the Licensor will defend the Licensee against any claim alleging that as of the date of execution of this Agreement the portion of the Software written by the Licensor infringes upon a valid patent or copyright. The Licensor will pay all direct damages finally awarded, plus all reasonable attorneys’ fees and related legal costs, provided always that the Licensee gives the Licensor prompt written notice of such claim, reasonable information and assistance, and sole authority to defend or settle the claim. In defence or settlement, the Licensor may at its sole discretion obtain for the Licensee the right to continue using the Software, or the Licensor may replace or modify it (without substantially changing its functions) so that it becomes non- infringing. If the Licensor determines that such remedies are not reasonably available, the Licensor will give the Licensee a prorated refund of any prepaid license fees upon return of the Software and documentation. This warranty does not apply if any alleged infringement is based on modifications or supplements to the Software or the use or sale of Equipment or Software in combination with products not furnished by the Licensor, or the Licensee’s failure to install other Software provided by the Licensor, if installation of other Software would have prevented the infringement.

III.

Equipment .

For any equipment needs (desktop, Printers, Telco, etc...), Customer Offices may seek any third party to provide the product (so long as such third party equipment meets applicable, reasonable specifications to ensure compatibility between such equipment and Amadeus systems and software). If a Customer Office orders Equipment the following applies:

Use . Customer Offices will use the Equipment solely to access the Amadeus System and other Amadeus provided products unless otherwise agreed in writing by Amadeus.

Installation . The Equipment will be installed by Amadeus during Normal Business Hours at the Customer Offices. The applicable Customer Office is responsible for (i) and will follow the Amadeus written instructions regarding, all environmental, structural, electrical, cabling, data network connections or similar accommodations, necessary to the proper functioning of the Equipment, and (ii) all related costs and expenses.

Relocation . Equipment may not be relocated without the applicable Amadeus prior written consent which will not be unreasonably withheld or delayed. The Customer Office will strictly follow any Amadeus instructions and procedures. Amadeus will

Confidential Treatment Requested

perform re-installation of any relocated Equipment unless otherwise agreed by Amadeus. Customer Office will be responsible for relocation services performed by Amadeus.

Communications Link . If Amadeus offers, and the Customer Offices order, communications links then Amadeus will contract with a third party provider to install and maintain the communications link. Amadeus will have no liability for the proper installation, function or maintenance of any communications link.

E. Ownership/Title . Leased Equipment will remain the property of Amadeus or its contractor, and must be returned in good working condition as reasonably determined by Amadeus, normal wear and tear excepted. The applicable Customer Office will not in any other manner dispose of the Equipment or any part thereof or suffer any lien or legal process to be incurred or levied on the Equipment without Amadeus’ prior written permission.

F. Risk of Loss . Risk of loss for and damage to the Equipment will pass to the Customer Office upon completion of installation of the Equipment.

IV.

Online Booking Products .

If any Customer Office orders online booking products or otherwise provides access to the Amadeus System via a Website, the following applies:

A.	System access will be provided via the Web Site through an interface application. The Customer Office is responsible for installation of necessary communications lines.

B.	The Customer Office is solely responsible for all damages and liabilities arising from or relating to credit card fraud, abuse, or misuse by Internet Users purchasing products and services over or through the Web Site.

Standard disclaimers and privacy policies will be provided by the Customer Office on the Web Site (“ Web Site Disclaimers ”) protecting the Amadeus Group from any liability to any Internet User. Web Site Disclaimers shall be prominently displayed on the Web Site and agreed to by a point and click process by the Internet Users at the time or prior to booking. The Customer will release, defend and hold harmless the Amadeus Group from any claim by an Internet User or any other third party arising out of or relating to the use of the System and will indemnify the Amadeus Group for any and damages awarded or settlement sums provided to any such third parties arising out of any such Claims.

V.	Additional Products .

Customer Office may order Additional Products at any time. All Additional Products will be subject to the terms of the Agreement. Additional Products, other than Equipment and except as otherwise mutually agreed, may be cancelled by either Party or the Customer Office upon thirty (30) days’ notice unless otherwise agreed by the applicable Parties. The Customer Office is responsible for all supplies such as paper, ribbons, media for storage of its data, etc. The Parties will document as necessary the ordering, changes or deletions of any product or service as may be required for accounting or tax purposes. Other terms and conditions may apply to Additional Products as may be agreed when ordered.

Confidential Treatment Requested

VI.

Maintenance.

Customer is solely responsible for maintenance of Customer Equipment. If any Customer Office orders Equipment or Software from Amadeus, and unless otherwise stated, the following applies:

Maintenance Generally . Amadeus will maintain Equipment and Software. The Customer Office will pay for services required outside of Normal Business Hours, including overtime, and for repair resulting from: (1) disaster, accident or negligence (except to the extent such disaster, accident or negligence is caused by any entity within (or acting on behalf of) any entity within the Amadeus Group or its vendors), misuse or operator error; (2) failure or variation of electrical power; (3) failure to properly maintain the installation site, air conditioning or humidity control, air quality, and similar environmental conditions; (4) causes other than ordinary use including lightning, fire, severe weather, and other causes beyond Amadeus’ control; (5) maintenance, repairs, attachments, deletions, derivative programs or modifications to the Software or Equipment by anyone other than Amadeus or its authorized contractors; or (6) use of Customer Equipment that adversely affects Equipment. Customer Offices will back up all data within its control which may be changed and or lost due to maintenance by Amadeus.

Unauthorized Maintenance . Customer Offices will not permit maintenance, repairs, alterations or modifications of or to Equipment or Software except by Amadeus, absent Amadeus’ consent which will not be unreasonably withheld or delayed.

Customer Equipment . Amadeus is not obligated to maintain Customer Equipment. If Customer Equipment degrades or interferes with System performance, the Customer Office will be responsible for applicable standard charges for diagnosing and/or eliminating the degradation or interference. Equipment shall meet Amadeus hardware and Software requirements and the Customer Office is responsible for its proper functioning and maintenance. Amadeus may change the hardware requirements necessary to operate Software or new Software releases or to access the System at its discretion and without obligation but will provide reasonable advance notice to the Customer Office in such event (using good faith efforts to provide at least six (6) months notice depending on the circumstances). In such case, the Customer Office will make the appropriate adjustments to its Customer Equipment. Customer Offices may not connect Customer Equipment to the System without Amadeus’ prior written consent. Customer Offices shall make sure that at all times Customer Equipment has all necessary programmes to keep Customer Equipment protected and free from any viruses, trojans, malware etc... that may interfere or affect the System.

Removal . Equipment may not be removed without Amadeus’ prior consent. The Customer Office will follow Amadeus’ removal instructions and procedures. Amadeus will perform, and the Customer Office will be responsible for then prevailing charges relating to, the re-installation of the Equipment if it is moved to a different, or within a, location.

Access to Premises . Amadeus may enter the premises of the Customer Office during Normal Business Hours, upon reasonable prior written notice (e-mail acceptable to the applicable account manager), and consent of the Customer Office (such consent not to be unreasonably withheld or delayed) to inspect, test, repair, maintain and/or (where permitted under this Agreement) remove the Equipment and/or Software, and such Customer Office will obtain authorization from its clients in possession of Equipment or Software for Amadeus to enter the clients’ premises for these purposes.

Confidential Treatment Requested

F .

Modifications . Amadeus may modify, remove, discontinue, replace, substitute and/or upgrade or enhance the Equipment, Software, communication links, and any components, functions, operations, products and/or services, without liability or obligation to any Customer Office. Amadeus will use reasonable efforts to provide reasonable advance notification for any material modification that is likely to have an impact to the Customer Office.

VII.

Training .

Training on the System and any other Amadeus product or service will be provided as per the attached Exhibits and otherwise according to standard local practice, and will be performed at locations traditionally utilised by Amadeus for training purposes or such other location as may be mutually agreed. The Customer Office is responsible for travel, lodging, meal, salaries and all other employee benefits, for its employees or agents in connection with such training. Charges still apply for the Customer Office’s cancellation of any scheduled training.

VIII.

Usage Policy .

Customer Offices shall comply with the terms of the Amadeus Usage Policy available at the usual Amadeus communication channels such as GG pages, e-Support Centre, etc. It is each Customer Office’s sole responsibility to ensure that security requirements as stated in the Amadeus Usage Policy are met and applied. Amadeus may amend the Amadeus Usage Policy to comply with industry or Provider requirements or mandates. It is each Customer Office’s sole responsibility to check the Amadeus communication channels to be informed about any amendments or updates of the Amadeus Usage Policy.

IX.

Booking Data

Customer Offices hereby consents to Amadeus providing all Booking related data related to Bookings made by Customer Offices to the Customer.

Confidential Treatment Requested

Exhibit 5

Non- Eligible Bookings

1.	“Non-Eligible Bookings” are, for the purpose of this Agreement:

(i)

Unproductive bookings XXXX,

(ii)

Passive and ghost bookings,

(iii)

Non-GDS bookings (bookings made outside of the Amadeus System),

(iv)

Bookings made on airlines that connect to Amadeus via Amadeus Ticketless Access (when appropriate),

(v)

All bookings or specific bookings made on carriers in markets where Amadeus does not pay a booking incentive to the market generally, as may be identified by Amadeus from time to time,

(vi)

All bookings that have not been paid by the relevant Provider.

Amadeus will have the right to review and amend the Non-Eligible Bookings listed above by giving Customer Offices three (3) months’ prior written notice.

Confidential Treatment Requested

Exhibit 6

Changes to Office IDs

Customer may add / modify qualifying Office IDs in the markets for the indicated Customer Offices under Exhibit 1 by using the following form (for clarification, Customer authorizes the Customer Office indicated in the OFFICE ID Form to submit this form):

OFFICE ID Form

(Per Customer Office)

Customer hereby requests that the following additional OFFICE IDs to be added/deleted as follows:

Customer Office (legal name):

Address:

Authorized Person:

SIGNATURE Date:

OFFICE IDs added with an effective date:

OFFICE IDs deleted with an effective date:

The “effective date” for the addition of any new OFFICE ID will not be earlier than the month following the submission date of this form.

Please complete and return this form to your Amadeus Global Account Manager. If you e-mail or fax this form you must obtain confirmation from your Global Account Manager that the form was received.


Attention:		[

Address:		AMADEUS IT Group S.A.
		Salvador de madariaga, 1
		28027 Madrid, Spain
Phone:		+ 34 91 582 3970 or + 34 91 582 0100

Confidential Treatment Requested

Exhibit 7

WEB SERVICES ADDENDUM

WHEREAS , the Amadeus group of companies has developed and owns a type of interface, known as Amadeus Web Services, permitting the development of applications (the “Client Application/s”) by Client Application Providers that allow Client Application Users to access the Amadeus System to request information and perform reservations;

WHEREAS , Customer wishes to use the Amadeus Web Services in order to develop Client Applications for internal purposes only, for obtaining information and/or to make reservations in the Amadeus System;

WHEREAS , Amadeus agrees to provide Customer with the Web Services Development Pack and to grant Customer license to use it for development purposes subject to the terms and conditions of this Schedule;

NOW THEREFORE , the Parties agree as follows:

ARTICLE 1: DEFINITIONS

For the purposes of this Schedule, the following terms are defined as follows:

“Amadeus Services Integrator” means the server(s) of the Amadeus Group containing the program interface that enables the Client Application to access the Amadeus System.

“Certification Slot” means a common agreed timeframe during which the Client Applications submitted by Customer shall be certified by Amadeus.

“Client Application” for the purpose of this Schedule means any developments using the Amadeus Web Services, performed by Customer, used by Customer to access the Amadeus System and certified by Amadeus under the terms of this Schedule.

“Test System” means the system used to test and validate any developments by Customer before these developments are certified by Amadeus.

“Web Services Development Pack” means the set of deliverables provided by Amadeus to Customer under this Schedule to enable Customer to develop Client Applications. Such Web Services Development Pack shall include the components listed in Appendix A to this Schedule.

Confidential Treatment Requested

“Web Services Message” means a grammar describing a dialogue in XML format (request/response) that can be used to exchange with the Amadeus System.

ARTICLE 2: LICENSE OF WEB SERVICES DEVELOPMENT PACK

2.1

Amadeus grants to Customer, subject to the terms and conditions stipulated in this Schedule, a limited, non-transferable and non-exclusive license to use the Web Services Development Pack, in order to perform the necessary developments to enable the connection of Client Applications to the Amadeus System. Customer is entitled to develop one or several Client Applications as agreed by Amadeus. Any such development shall be certified by Amadeus in accordance with provisions agreed under Article 3.

2.2	Downloading of the Web Services Development Pack will be subject to the execution of a specific Non-Disclosure Agreement between Customer and Amadeus as requested by Amadeus.

2.3	For each Client Application, the following conditions shall apply:

2.3.1 Customer shall inform Amadeus that it intends to develop a Client Application by sending a written request.

2.3.2 Amadeus shall then send a Client Application Provider Questionnaire to Customer which shall be returned to Amadeus duly filled in, in accordance with the guidelines and instructions given by Amadeus.

2.3.3 The development of the Client Application as described in the Client Application Provider Questionnaire shall be approved by Amadeus. Customer shall not be entitled to start development of the Client Application until Amadeus sends written approval of the development, which shall not be unreasonably withheld.

Amadeus shall not be obliged to give access to the Web Services Development Pack and/or provide support and certification to Customer until the conditions above have been fulfilled.

2.4	Customer shall receive access to the Test System under this Schedule only for the development purposes described hereto, and not to obtain information and/or to perform reservations.

2.5	Customer shall be responsible, at its own cost and expense, for installation of the Web Services Development Pack on the equipment used by Customer for development, testing and/or maintenance purposes.

2.6

Amadeus shall provide to Customer support as detailed and within the limits as set forth in Appendix A which include (i) support for installation of the Web Services Development Pack, (ii) support for development, test and maintenance of the Client Application and (iii) certification of the Client Application as further described in Section 3. Any additional support or services not included in Appendix A shall be charged by Amadeus to Customer in accordance with conditions set forth in Appendix B.

Confidential Treatment Requested

2.7

Customer is authorized to make one single copy of the Web Services Development Pack for record purposes to be used as back-up copy. All legends, trademarks, trade names, copyright and other identifications shall also be maintained as they appear and shall be reproduced on any copy, in whole or in part, of the Web Services Development Pack.

2.8	Upon request by Amadeus, Customer shall inform Amadeus about the progress and status in the development of the Client Application.

2.9

Customer may subcontract the support and performance of the development work of the Client Application on its behalf to any third-party provided that: (i) Customer obtains the written consent from Amadeus, which shall not be unreasonably withheld; and (ii) Customer remains liable towards Amadeus for any such subcontract of the development work; and that (iii) Customer makes its best efforts to make any such designated third party comply with the terms and conditions in this Schedule. Customer will be responsible towards Amadeus for any breach of terms of this Schedule by such designated third party.

2.10

In the event that Amadeus gives its consent to subcontracting the development work by Customer to any designated third party, Amadeus shall deliver the Web Services Development Pack to that designated third party subject to conditions under this Schedule and upon the designated third party entering into an agreement with Amadeus.

2.11

The application shall be developed and submitted to Amadeus for Certification as further specified in Article 3 below within a maximum period of one (1) year after delivery of the Web Services Development Pack by Amadeus. Failure to meet this target will be penalized by Amadeus with the fees as specified in Appendix B hereto.

ARTICLE 3: CERTIFICATION

3.1

Upon delivery of the Web Services Development Pack, Amadeus shall provide Customer with Certification Guidelines and a Certification Questionnaire to be filled in by Customer. The purpose of these Certification documents is to assist Customer to develop an application which interacts with the Amadeus System in a compatible, reliable and overall performance so that ultimately, such application becomes a Client Application when obtaining the certification.

3.2

Amadeus shall provide the number of Certifications Slots agreed in Appendix A. In the event that Customer requests more Certification Slots, Amadeus shall inform Customer of availability for certification and in case Amadeus accepts to do it, Customer shall pay Amadeus the fees described in Appendix B.

3.3

Customer shall inform Amadeus at least three (3) months in advance of the date of request of the application for certification. Amadeus shall inform Customer of the date when Certification can be granted. Customer shall then provide Amadeus with any documentation related to the application at least two (2) weeks before the date agreed for the Certification Slot.

3.4	Amadeus shall have thirty (30) days following receipt of the application developed by Customer to examine and test such application in order to determine whether it meets the requirements of certification. Further to Amadeus

Confidential Treatment Requested

finalising the certification process, Amadeus shall give Customer written notice of either (i) acceptance and/or successful completion of the certification and the confirmation that its application is a Client Application or (ii) details of the acceptance criteria that the application did not meet.

3.5	If Amadeus provides Customer with a written notice specifying the acceptance criteria that the application did not meet, Customer shall have sixty (60) days to correct the application in order to meet such acceptance criteria.

3.6

If further to Customer delivering the application after the first notice is given in accordance with Section 3.5 above, the application does not obtain the certification, then Amadeus may in its sole discretion decide, either to (i) give a second written notice to Customer, specifying remaining acceptance criteria that the application did not meet and therefore, extend the correction period, or (ii) terminate this Schedule by giving written notice to Customer and returning all copies of the application to Customer. If Amadeus terminates the Schedule in this manner, Amadeus shall have no further obligation to Customer.

3.7

Any Client Application being certified by Amadeus shall not be modified and activated against the Amadeus System (in production environment), without the prior written consent of Amadeus. Customer is not allowed to perform any modification affecting the link to the Amadeus System, including but not limited to implementing new Amadeus functionalities.

ARTICLE 4: ACCESS TO THE AMADEUS WEB SERVICES BY CUSTOMER

4.1

Amadeus agrees to provide to Customer access to the Amadeus Web Services under the terms and conditions described hereto and only for the development purposes described in this Schedule. In the event that the establishment of a communication link between the Test System and the equipment used for development is necessary, Customer shall be responsible for the ordering, maintenance, use and payment of such link and the costs arising therefrom.

4.2

Customer shall take all precautions necessary to prevent unauthorized access to the Test and/or the Amadeus System through its connection to the Amadeus Web Services. In the event that Amadeus reasonably considers that Customer is not respecting or that an abuse or misuse of the Test and/or Amadeus System is being performed through the access described herein, Amadeus shall be entitled to automatically suspend such access.

4.3

Should any problem be detected by Amadeus with Customer’s access, which Amadeus reasonably considers is causing problems to other users or customers, or which may place Amadeus in potential or actual breach of its agreements with other parties, Amadeus shall have the right at its sole discretion to automatically suspend such access at Customer’s cost.

4.4

In the event that Amadeus suspends the access to the Amadeus Services Integrator or the Amadeus System as described in this Article, Amadeus will notify Customer as soon as possible and Customer shall have ten (10) days to cure the problem. If within such ten (10) days period the problem is not cured, Amadeus shall be entitled to terminate this Schedule without further liability.

Confidential Treatment Requested

ARTICLE 5: USE OF THE CLIENT APPLICATION

5.1	Customer shall be entitled to use the Client Application subject to the following conditions:

5.1.1

The Client Application shall have obtained the certification from Amadeus. In the event that Customer uses an application which has not obtained such Certification, (i) a penalty equal to the license fee as specified in Appendix B shall be charged by Amadeus to Customer and (ii) Customer shall ensure that such non certified application is immediately ceased to be used until it obtains the certification.

5.1.2

Access to the Amadeus System must be provided by Amadeus or any of the companies authorized by Amadeus for such purpose, and shall be subject to a separate agreement under the conditions agreed between Customer and Amadeus or any of the companies authorized by Amadeus. Therefore, Customer shall, before using the Client Application, enter into an appropriate agreement with Amadeus or any of the companies authorized by Amadeus for such purpose.

5.2	Customers not authorized to license, rent or lease a Client Application to any third parties.

ARTICLE 6: MAINTENANCE AND SUPPORT

6.1	Maintenance of the Web Services Messages.

(i)

Amadeus shall provide maintenance services of the Web Services Messages to Customer.

(ii)

Each Web Services Message release will be supported for a period of one (1) year from the date of release.

(iii)

Amadeus shall not support more than three (3) different Web Services Message releases at the same time.

6.2 Maintenance and support of the Client Application

Customer shall be responsible towards Amadeus for maintaining and providing support of the Client Application it has developed as well as any Client Application developed by any of its licensed subcontractors. Amadeus shall not have any maintenance and support obligations with respect to any such Client Application.

Customer shall adapt, modify and enhance the Client Application in compliance with the evolution of the Amadeus System within three (3) months from Amadeus’ notice of such evolution.

ARTICLE 7: PROPRIETARY RIGHTS

7.1

The Web Services Development Pack licensed hereunder, the documentation provided as specified in Appendix A as well as any other documentation provided to Customer constitutes proprietary and confidential information and trade secrets and know-how of Amadeus IT Group, S.A. and its affiliate, Amadeus S.A.S., or their respective licensors. Customer shall not sell, assign,

Confidential Treatment Requested

lease, sub-license, transfer, encumber or suffer to exist any lien or security interest on, nor allow any person or corporation to copy, reproduce or disclose, in whole or in part, the Web Services Development Pack or the documentation both during the course of this Schedule and after its termination.

7.2

Customer shall not take less precautionary measures to protect the Web Services Development Pack and the documentation than those used by it in protecting its own confidential and proprietary information. Customer shall be responsible for its employees respecting the confidential and proprietary nature of the Web Services Development Pack and the documentation.

7.3

If the Web Services Development Pack or any part of it becomes, or in the opinion of Amadeus may become, the subject of an infringement claim, Amadeus may, at its option, (i) procure for Customer the right to further use the Web Services Development Pack free of charge; or (ii) replace or modify any part of the Web Services Development Pack to make it non-infringing, or (iii) terminate the present Schedule and refund the eventual license fee paid by Customer and not yet amortized.

7.4	The foregoing provisions state the sole and exclusive rights and remedies of Customer in case of infringement.

7.5

Customer agrees to hold Amadeus and/or the Amadeus Group harmless from and against any and all liabilities, damages, losses and expenses which Amadeus and/or the Amadeus Group may suffer and indemnify Amadeus and/or the Amadeus Group and defend any action brought against Amadeus and/or the Amadeus Group based upon the infringement of the Client Application of any copyright, patent or other property right.

ARTICLE 8: FEES AND PAYMENT

8.1	Customer shall pay Amadeus the fees described in Appendix B hereto.

8.2	In order for Customer to receive the license of the Web Services Development Pack, it shall pay the License fee specified in Appendix B within 30 (thirty) days of the invoice date. Customer shall provide Amadeus with a contact name and address to send the invoice.

8.3	All payments are agreed in U.S Dollars and shall be made in U.S Dollars at the Amadeus’ bank account specified in each invoice.

8.4	If the fees described in Appendix B have not been paid by Customer by the due date, Amadeus shall be entitled to charge interest on any such sum at the annual rate of XXXX from date any such amount is due.

ARTICLE 9: WARRANTY

9.1

Amadeus represents that the Web Services Development Pack will substantially conform to the written descriptions set forth in this Schedule and in the documentation provided to Customer included in Appendix A. Amadeus does not warrant that the Web Services Development Pack meets Customer’s requirements, expectations or particular needs, or that operation of the Amadeus

Confidential Treatment Requested

Web Services or the Web Services Development Pack will be uninterrupted or error free. The sole remedy for breach of this warranty is that Amadeus will use its commercially reasonable efforts to identify and remedy any problem with the Web Services Development Pack.

9.2	Except as provided under Section 9.1 above, all warranty disclaimers provided in the Agreement apply hereto.

9.3

Customer shall not make deletions, additions or other modifications to the Web Services Development Pack, except as specifically set forth in the documentation or as authorized in writing by Amadeus. Unauthorized deletions, additions or other modifications shall bring immediate termination of this Schedule.

9.4

Customer warrants that the Web Services Development Pack and the Amadeus Web Services shall only be used in conformity with the terms and conditions of the Schedule and any other agreement that provides Customer with access to the Amadeus System, and with all applicable laws and regulations In the event of any breach of this warranty, Customer shall indemnify all entities within the Amadeus Group for, and hold such Amadeus Group entities harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines or judgments incurred by Amadeus and/or AMAEDUS Group due to such breach.

Confidential Treatment Requested

APPENDIX A (to Exhibit 7) – DELIVERABLES

Subject to the terms and conditions set forth in this Schedule, Amadeus will provide the following products and services to Customer:

Amadeus Web Services LICENSE AND Development Pack

As defined in article 2 of the Exhibit to which this Appendix is attached.

The Amadeus Web Services interface is a platform-neutral offering that adheres to cross-platform Web services standards.

The Web Services Development Pack delivered to Customerrelates specifically to a list of Web Services Messages drawn up by Amadeus according to the information described in the Client Application Provider Questionnaire. It is composed of:

•

a WSDL file to be included in the client application to facilitate code generation

•

Message(s) schema (s) described in XML format

•

Generic access to a Test zone for product evaluation via a dedicated access to Amadeus Web Services Extranet via URL

•

Functional and technical documentation available online through a dedicated access to Amadeus Web Services Extranet via URL.

Development Support

As defined in article 2 of the Exhibit to which this Appendix is attached, within the following limits.

Year 1: 5 man days

Any additional support will be provided on a best effort basis only and charged as Excess Support Days by pack of 5 men days at mutually agreed terms.

Access to Test System

As defined in articles 2 and 4 of the Exhibit to which this Appendix is attached.

Certification Slot(s)

As defined in article 3 of the Exhibit to which this Appendix is attached, within the following limits.

Year 1: 1 certification slot(s)

Any additional certification slot will be delivered on a best effort basis only and charged as Excess Support Days at mutually agreed terms.

Production Support

As defined in article 6 of the Exhibit to which this Appendix is attached.

Confidential Treatment Requested

APPENDIX B (to Exhibit 7 ) – FEES

XXXX

Subsequent requests by Customer for additional Web Services licenses will be at mutually agreed terms.

XXXX

Confidential Treatment Requested

Exhibit 8

Amadeus GPS Fare Guarantee Policy

[Attachment]

Confidential Treatment Requested

Annexure 2

The Amadeus GDS Fare Guarantee policy

This document describes the Fare Guarantee Policy (the “Policy”) which Amadeus GDS applies when reviewing fare claims for the possible reimbursement of ADM’s issued by airlines. Amadeus GDS will consider investigating the cause of ADM’s issued by airlines that meet the standards identified in this Policy. (Detailed below)

Amadeus GDS will review such claims on a case-by-case basis and will take the criteria outlined in this Policy into consideration as it determines the validity of the ADM. In no event should this Policy be construed to, or relied upon, to guarantee the lowest fare. Rather, this Policy represents a good-faith effort on the part of Amadeus GDS to promote fare accuracy at the time of ticketing.

The Amadeus GDS Fare Guarantee

Amadeus GDS guarantees fares, taxes, surcharges and fees that have been quoted with Amadeus GDS automatic pricing functions and ticketed on Amadeus GDS ticketing systems. Unless ticketed, the fare quote is not covered by the Amadeus GDS guarantee, regardless of the auto pricing function used or ticketing indicators. This applies for both online and offline agents alike.

To identify if the ticketed fare might qualify for the guarantee, following conditions must be met:

The fare was quoted using an Amadeus GDS automatic pricing function without any overrides and a fare record (TST) was automatically stored with a fare calculation mode indicator (FCMI) of “I” (letter I)

The ticket was issued on the same day as the creation of the TST without using any overrides, so that the validation box of the ticket shows a ‘Fail code’ of “0” (number zero.

PNRs ticketed using Private fares with TST indicator “I” and Fail Code “F”, Negotiated fares (only ATPCO loaded) with TST indicator “F” and Fail Code “N” and Published fares with a net remit – TST indicator “I” and Fail Code “Z” are also accepted for investigations.

Fare Claims not Covered by Amadeus

If the cause of a claim is found to be due to one of the below exceptions, the claim will be rejected regardless of the auto pricing and ticketing indicators, and hence such claims will not be eligible for compensation.

Fares, rules, taxes and surcharges incorrectly filed by an airline or any other non-Amadeus GDS party that has resulted in a pricing discrepancy.

Negotiated fares entered by airlines or travel agencies, including Dynamic discount Fares; or those fares uploaded from third-party applications.

Carrier rules filed either as “free text” / “NOTES” in any rules category or in the Rules Application section.

Fare displays (FQD), “Low Fare Search” (FXC/FXD) displays and informative pricing (FQP). These types of display are for Information only, and there is no guarantee that the results will include the lowest possible fare or the bookability of any given fare.

Confidential Treatment Requested

Tickets containing OPEN Eligible Segments. In these cases it is not possible to price a specific airline fare level.

Discrepancies between Amadeus GDS fare quote and other pricing systems (GDSs).

Tickets issued in any other system than Amadeus.

Obvious under collections (extremely low fares which logically may not be possible. For E.g. INR5 for a economy class ticket)

Ticket data manually overridden or updated (TST indicator changing to M1 or another number depending on the type of intervention).

10.

ADMs resulting from pricing entries being manipulated to override the system default selection. For e.g. manually specifying stopover/transit points, pricing by fare basis (/L- option).

11.

Misuse of pricing discounts (for e.g. pricing a seamen discount for a non-seamen).

12.

Ticket commissions contested by airlines, which are not result of configuration changes by Amadeus.

13.

Tickets resulting from or associated with misuse of Amadeus GDS system.

14.

Violations of ticket restrictions (advance purchase rules).

15.

Violations of Sales restrictions category within the fare rules (including not adhering to ticket stock restriction warning messages)

16.

ADMs issued as a result of travel agencies cancelling and rebooking flight Eligible Segments as a means of extending ticketing time limit.

17.

ADMs issued as a result of travel agency not complying with the carriers’ policies.

18.

Prepaid ticket advices (PTA).

19.

Any tax discrepancies (Including manipulation to under collect surcharges/taxes/fees) resulting from applying inappropriate validating carrier (other than the validating carrier chosen by the system by default) to price an itinerary.

20.

Overpayments

21.

Fares priced using Temporary Ticketing (TY) Mode

Eligibility/Prerequisites for making a fare claim

•

The claim should fully comply with the above stated Amadeus GDS Fare Guarantee policy.

•

A legible copy of ADM should be submitted.

•

Maximum time limit condition for fare quote claims – 12 months after date of ticket issuance.

•

Legible copy of any costs incurred (receipts etc.) should be submitted.

•

Wherever possible clearly identify the cause of ADM.

•

If possible furnish the details of expected fare wherever applicable.

•

Provide with the Amadeus PNR where ticket was Issued.

Exhibit 4.52

Confidential Treatment Requested

Side Letter to the

Global Agreement

(Extension + New Terms)

This Side Letter (“Side Letter”) is made on 1 August 2016 (“Effective Date”) with reference to the Global Agreement (“Agreement”), and is effective between:

Amadeus IT Group, S.A., a Spanish company with principal offices at C/Salvador de Madariaga 1 , 28027 Madrid, Spain, (“Amadeus”), and

ibibo Group Pvt. Ltd., an Indian company with principal offices at F-130, G.F, Street No. 7, Pandav Nagar, Delhi-110091 (“Customer”)

(Collectively, the “Parties”).

WHEREAS, the Parties have executed the Agreement, effective from 1 April 2013;

WHEREAS, the Parties wish to amend certain provisions of the Agreement in this Side Letter;

NOW THEREFORE, the Parties agree as follows:

1.	Amendments to the Agreement

1.1	Sections 1.14 and 1.15 shall be deleted in their entirety.

1.2	The following definition shall be added to Section 1:

“Incentive” means any amounts payable by Amadeus to Customer as described in Exhibit 2 to this Agreement.

“Steering Committee” means the committee consisting of representatives of both the parties.

1.3	Section 3 shall be deleted in its entirety and replaced with the following:

TERM/TERMINATION

3.1 Term . This Agreement shall commence as of the Effective Date and continue in effect for a period ending on 31 July 2021 (the “ Term ”).

3.2 Right to Terminate . A Party shall be entitled to terminate this Agreement immediately upon written notice in the event that:

(i)

the other Party becomes insolvent, makes any assignment for the benefit of creditors, offers a composition or extension to creditors, suspends payment, consents to or suffers the appointment of a receiver, a trustee, a committee of creditors or a liquidating agent files or has filed against it a petition in bankruptcy or seeking reorganisation, arrangement or readjustment of its debts or its dissolution or liquidation or for any other relief under any bankruptcy or insolvency law and upon demand of the first Party, unless a guarantee is raised to the benefit and satisfaction of the first Party; or

Confidential Treatment Requested

(ii)

the other Party does not comply with the terms and conditions of this Agreement and such non-compliance constitutes a material breach of contract and the other Party does not rectify the breach within 30 days from the first Party’s written notice specifying the breach. Any such notice shall describe in detail the facts and circumstances supporting the allegation of breach; or

(iii)

as otherwise expressly provided in this Agreement or applicable law.

(iv)

either Party may terminate this Agreement for convenience upon thirty (30) days’ notice.

3.3 Effect of Termination . In the event of termination of this Agreement for any reason, the following will apply:

(i)

Return Of Property . Each Party will return to the other Party all (i) Confidential Information belonging to the other Party, and (ii) any Software, Equipment and any other related documentation and materials that belong to the other Party.

(ii)

Payment/Repayment of Incentive . Except as may otherwise be identified on an Exhibit or supplement hereto, Amadeus will pay to Customer all Incentives earned up until the date of termination. Customer will repay to Amadeus any Incentives, along with Interest, that were advanced to Customer in exchange for future Booking production after the date of termination and any other sum identified on an Exhibit or amendment hereto.

1.4	The following language shall be added at the end of Section 4.1:

Subject to mutual agreement of the Parties recorded in writing as set forth in this Agreement, Amadeus may set off any amounts owed to Customer by amounts owed by Customer to Amadeus.

1.5	Section 4.2.3 shall be deleted in its entirety and replaced with the following:

4.2.3

Increase in Charges . Charges may be increased (i) upon 90 days advance written notice only XXXX, except that charges may be increased (ii) at any time (a) as may be additionally necessary to cover increased in third party costs incurred by Amadeus in providing such products and services, and (b) as may be additionally necessary to cover increases in Amadeus costs in the event of any change in legislation resulting in an increase in costs. In case charges are increased pursuant to (a) or (b) and such increase is unacceptable to Customer, then Customer may terminate those particular products/services for which the charges were increased.

1.6	The following language shall be added as Section 5.A:

5.A. WARRANTIES

5.A.1 Corporate Authority . Each Party warrants that they have the corporate authority to enter into and perform the obligations described in this Agreement.

5.A.2 Data Transfer . Customer represents and warrants that it has all necessary consents and approvals from their respective clients and customers, as applicable, to allow Amadeus to process all data relevant to the transactions contemplated by this Agreement including all credit card data and Personal Data. Amadeus represents and warrants that it shall not sell credit card data or Personal Data entered into the Amadeus System by Customer.

1.7	Section 6.3 shall be deleted in its entirety and replaced with the following:

6.3

Confidentiality Generally . The content and terms of this Agreement are confidential and shall not be disclosed by any party hereto, or affiliate thereof, to any other entity except with the

Confidential Treatment Requested

prior written consent of the applicable party. “Confidential Information” includes, but is not limited to, any software, documentation, financial information, business plans, source code, and/or any other confidential and proprietary material, information or knowledge of a party which is in written form and marked “Confidential” or similar marking as well as copies hereof which a Party (“Receiving Party”) receives from the other Party (“Disclosing Party”) as a consequence of this Agreement. The Receiving Party shall use its commercially reasonable efforts, and no less effort than used by the Receiving Party to protect its own Confidential Information, to not disclose, copy or in any other way duplicate the Confidential Information of the other Disclosing Party in whole or in part without the prior written consent of the Disclosing Party. “Confidential Information” does not include information that is (a) already in the public domain, (b) disclosed by any other third party not under an obligation of confidentiality, and (c) independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information. Upon termination of this Agreement, each Receiving Party shall without delay return all the Confidential Information to the Disclosing Party. Notwithstanding anything to the contrary stated herein, the Parties will be permitted to use information contained in PNRs generated by Customer Offices as required by applicable law, regulation or rule by governing authorities or as required to provide the services under this Agreement.

The obligations of the Parties under this Clause 6.3 will apply during the term of this Agreement and shall survive its termination.

1.8	Exhibits 1, 2 and 3 of the Agreement shall be deleted and replaced with Exhibits 1, 2 and 3 of this Side Letter.

2.	Term and Termination

This Side Letter shall be effective from the Effective Date and shall continue in effect until 31 July 2021. This Side Letter shall automatically terminate upon the termination or expiration of the Agreement for any reason.

3.	Confidentiality

The terms and conditions of this Side Letter constitute confidential information and will be treated by the Parties as confidential information in accordance with the terms and conditions of the Agreement.

4.	General

4.1	All capitalized terms undefined herein shall have the meanings ascribed to them in the Agreement.

4.2

Except as expressly modified by this Side Letter, all other terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict or inconsistencies between the Agreement and this Side Letter, the provisions of this Side Letter shall prevail to the extent of such conflict or inconsistencies.

4.3	Section 3 of this Side Letter (Confidentiality) shall survive the expiration or termination of this Side Letter.

IN WITNESS WHEREOF, the Parties hereto have executed this Side Letter to take effect on the date herein above written.

Confidential Treatment Requested


Amadeus IT Group, S.A.		ibibo Group Pvt. Ltd.


By:	/s/ Albert Pozo	By:	/s/ Pankaj Jain
Name:	Albert Pozo	Name:	Pankaj Jain
Title:	President, Amadeus Asia Pacific	Title:	Group CFO, IBIBO
Date:	24/08/2016	Date:	12th August 2016

Confidential Treatment Requested

Exhibit 1

Customer Offices

The Agreement is valid only for the markets and Customer Offices listed below, unless otherwise agreed in writing. Modifications to Office IDs in the below Markets may be made pursuant to Exhibit 6.


Customer Office	Territory	Office ID
IBIBO GROUP PVT LTD	India	BOMVS35SC
IBIBO GROUP PVT LTD	India	BOMVS35SD
IBIBO GROUP PVT LTD	India	BOMI228IM
IBIBO GROUP PVT LTD	India	BOMI228HF

Confidential Treatment Requested

Exhibit 2

Commercials

1.	Booking Incentives . Amadeus will pay Customer an incentive per Eligible Booking (the “Booking Incentive”) as per Table 1.1 below:

Table 1.1

India Market Share

International

Domestic

XXXX

XXXX

1.1

“Market Share” means the number of Eligible Bookings during a calendar quarter / the number of all GDS bookings by Customer Offices during the same calendar quarter (per region/market as indicated). For the avoidance of doubt, bookings made outside of GDS channels (e.g., bookings through Provider B2C or B2B channels) are excluded from the measurement of Market Share. For the period between the Effective Date and 30 September 2016, the measurement of Market Share shall only account for bookings made between 16 August 2016 and 30 September 2016; thereafter, it shall be measured quarterly.

1.2

“Domestic” when used in relation to Bookings, means a Booking on a city pair where the departure city and arrival city are located within India.

1.3

“International” when used in relation to Bookings, means an Air Booking that is not a Domestic Booking.

1.4

Booking Incentives will be paid quarterly in advance (“Quarterly Advance”). The Quarterly Advance shall be equal to Booking Incentives earned by Customer during the previous quarter. Any difference between the Quarterly Advance and the Booking Incentives actually earned by Customer during the quarter shall be added to or subtracted from the next Quarterly Advance. The Quarterly Advance for the first quarter of the Term shall be XXXX .

1.5

In case Customer reasonably demonstrates, by way of verifiable evidence, that a malfunction of the Amadeus System is the sole and direct cause of Customer’s failure to achieve a XXXX during any quarter, then Amadeus shall pay XXXX during such quarter. The performance of Amadeus System will be reviewed by the Steering Committee in its monthly meeting. In the event, the Steering Committee is not able to reach consensus on the causes for Customer’s failure to achieve the Market Share, the matter shall be resolved amicably between the Customer’s CEO and Amadeus’ President of APAC.

Loyalty Bonus . As consideration for entering and complying with this Agreement, Amadeus shall pay Customer a one-time gross amount equal to the difference between the Booking Incentives paid to Customer for Eligible Bookings between 1 January 2016 and 15 August 2016 (the “7-Month Bookings”) under the Prior Agreement and the Booking Incentives set forth in Table 1.1 in the XXXX as they would apply to the 7-Month Bookings (such difference is the “Loyalty Bonus”). In case this Agreement terminates prior to 1 October 2017 for any reason other than for convenience by Amadeus, the Loyalty Bonus shall be paid back to Amadeus in full.

Confidential Treatment Requested

Incentive Exceptions . Notwithstanding anything to the contrary in the Agreement, all Incentives and Eligible Booking volume calculations may be adjusted by Amadeus (i) where a Provider makes, or has made before the Effective Date, its content available in the System in exchange for a direct or indirect reduction of Amadeus booking related distribution fees or at a charge, and/or (ii) with respect to Provider content that becomes part of a Provider and/or Amadeus content program, and/or (iii) with respect to Provider content for which the Provider restricts payment of incentives, (the “ Affected Content ”). In any such event, Amadeus will notify Customer in writing of the terms and conditions applicable to bookings of Affected Content. Such terms and conditions may include, but are not limited to, a reduction in Incentives or the imposition of applicable charges with respect to the Affected Content. The Parties will discuss in good faith any such terms and conditions upon the Customer’s request. Subject to the foregoing, the terms and conditions with respect to the Affected Content will apply upon the date stated in Amadeus’ notice, unless otherwise agreed between Amadeus and Customer. If Customer chooses not to accept such terms and conditions by notifying Amadeus in writing within 30 days of Amadeus’ notice, then: (i) Amadeus and/or the applicable Amadeus ACO may restrict access to the Affected Content, and/or (ii) no Incentives will apply on such Affected Content; or (iii) the Customer may book the Affected Content outside of the Amadeus System and the Market Share thresholds shall be decreased by the same amount that the Affected Content represents; or (iv) Parties may renegotiate and revise the rates set out in table 1.1 above. For clarification Bookings that are booked on low cost or budget Providers and/or via Amadeus Ticketless Access or Amadeus Light Ticketing will not qualify for Incentives unless otherwise agreed by the Parties.

If Amadeus notifies Customer that it will apply the terms of this provision, Customer may request that an international auditing firm such as Deloitte, Ernst & Young, KPMG or PWC (the “ Auditor ”) verifies Amadeus’ compliance with this provision. Customer shall bear the cost of such audit. The Auditor will issue a report which shall be limited to confirming whether Amadeus meets the requirements of this provision. Amadeus will pay the cost of such audit if the report indicates that the requirements of this provision were not met. The Auditor will be subject to a confidentiality agreement to ensure confidentiality of Amadeus and its Provider’s information.

Amadeus and Amadeus ACOs have programs and/or arrangements in place in certain markets as of the Effective Date with respect to certain Providers. Such programs and/or arrangements will apply to the affected Customer Offices. Other programs and/or arrangements may be identified on Exhibit 6. All such programs and/or arrangements are subject to change upon notice to the Customer.

Confidential Treatment Requested

Exhibit 3

Products and Services

Amadeus and/or the applicable Amadeus ACO will provide Customer Offices with the following products and services at the following charges which are exclusive of taxes which will be added, if applicable. Products and services not listed below will be charged, if ordered, at then prevailing rates or as otherwise agreed in writing between the Parties.


Description		Charges
Ghost Bookings		Amadeus will charge Customer an annual fee (the “ Ghost Booking Fee ”) of XXXX for each Air Booking created in the Amadeus System with the status code XXXX (a “ Ghost Booking ”) in excess of XXXX for Ghost Bookings to Eligible Bookings (Air) plus Ghost Bookings plus Amadeus Ticketless Access Bookings during the relevant Year. The Ghost Booking Fee will be payable irrespective of the subsequent cancellation of a Ghost Booking.

Central System Transactions		XXXX Central System Transactions per Eligible Booking produced by all Customer Offices during a month are free of charge. Central System Transactions above this threshold shall be charged at XXXX per excess Transaction.

Web Services Transactions		XXXX Web Services Transactions per Eligible Booking produced by all Customer Offices during a month are free of charge. Web Services Transactions above this threshold shall be charged at XXXX per excess Transaction.

Web Services Development (for new Web Services Applications)		Development License fee: XXXX Development support and certification fee: XXXX This fee corresponds to a pack of 5 man-days for development support/certification; a minimum of one pack is required to cover initial support/certification; any additional effort that is required will be charged XXXX.

Man-Days		Development services are available at a charge of XXXX.

Confidential Treatment Requested


Master Pricer Transactions		XXXX Master Pricer Transactions per Eligible Booking produced by all Customer Offices during a month are free of charge. Master Pricer Transactions above this threshold shall be charged at XXXX.

		Ongoing charges based on the data and India Market Share as set forth below:

Number of O&D Results per month

Discount

India
Market
Share

0-3
Million
Monthly
fee

3-6
Million
Monthly
fee

6-9
Million
Monthly
fee

9 Million
or more
Monthly
fee

Master Pricer Instant

XXXX

In order to assess the excess Transaction fees in the table above, Transactions per Eligible Booking shall be calculated per month by dividing the total number of the applicable transactions from all Customer Offices by the total number of Eligible Bookings from such Customer Offices.

Exhibit 8.1

Significant Subsidiaries ⁽¹⁾


Name of entity	Place of incorporation	Ownership interest
1. MakeMyTrip (India) Private Limited	India		100	%
2. Ibibo Group Holdings (Singapore) Pte. Ltd.	Singapore		100	%
3. Ibibo Group Private Limited	India		100	%

Note:

(1)	As of March 31, 2017.

Exhibit 12.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Deep Kalra, certify that:

1.	I have reviewed this annual report on Form 20-F of MakeMyTrip Limited (the “Company”);

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the company and have:

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the Audit Committee of the company’s Board of Directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: July 18, 2017


By:		/s/ Deep Kalra
Name:		Deep Kalra
Title:		Group Chief Executive Officer

Exhibit 12.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mohit Kabra, certify that:

1.	I have reviewed this annual report on Form 20-F of MakeMyTrip Limited (the “Company”);

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the Audit Committee of the company’s Board of Directors (or persons performing the equivalent functions):

any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: July 18, 2017


By:		/s/ Mohit Kabra
Name:		Mohit Kabra
Title:		Group Chief Financial Officer

Exhibit 13.1

Certification of Chief Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of MakeMyTrip Limited (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying annual report on Form 20-F of the Company for the year ended March 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 18, 2017


By:		/s/ Deep Kalra
Name:		Deep Kalra
Title:		Group Chief Executive Officer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being “filed” either as part of the Report or as a separate disclosure statement, and is not to be incorporated by reference into the Report or any other filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The foregoing certification shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Exhibit 13.2

Certification of Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 18, 2017


By:		/s/ Mohit Kabra
Name:		Mohit Kabra
Title:		Group Chief Financial Officer

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

MakeMyTrip Limited:

We consent to the incorporation by reference in the registration statement (No. 333-168880) on Form S-8, ( No. 333-215814) on Form S-8 and (No. 333-218329) on Form S-8 of MakeMyTrip Limited of our reports dated July 17, 2017, with respect to the consolidated statements of financial position of MakeMyTrip Limited as of March 31, 2016 and 2017, and the related consolidated statements of profit or loss and other comprehensive income (loss), changes in equity, and cash flows for each of the years in the three-year period ended March 31, 2017, and the effectiveness of internal control over financial reporting as of March 31, 2017, which reports appear in the March 31, 2017 annual report on Form 20-F of MakeMyTrip Limited.

Our report dated July 17, 2017 on the effectiveness of internal control over financial reporting as of March 31, 2017 contains an explanatory paragraph that states that management excluded Ibibo Group Holdings (Singapore) Pte. Ltd., acquired in the year ended March 31, 2017, from its assessment of the effectiveness of internal control over financial reporting as of March 31, 2017. The consolidated financial statements of MakeMyTrip Limited reflect total assets of $1,209,225 thousands (of which $1,150,682 thousands represent intangible assets and goodwill included within the scope of the assessment) and total revenues of $28,740 thousands associated with this acquired business. This acquired business was also excluded from the scope of our audit of internal control over financial reporting as of March 31, 2017.

/s/ KPMG

Gurgaon, India

July 17, 2017