##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 FORM 20-F
 (Mark One)
 o
    
    Registration statement pursuant to section 12(b) or 12(g) of the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended March 31, 2011
 or
 o
    
    Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 or
 o
    
    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)
 (Address and Telephone Number of Principal Executive Offices)
 (Name, Telephone, E-mail and/or facsimile number and Address of Company Contact Person)
  Ordinary Shares, par value $0.0005 per share
    
    Nasdaq Global Market(Title of Class)
    
    (Name of Exchange On Which Registered)
  None  (Title of Class)
  None  (Title of Class)
    o þ
  o þ
  o o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
  U.S. GAAP o
    
    International Financial Reporting Standards as issued
    
    Other oby the International Accounting Standards Board þ
  o o
  o þ
   o o




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##### 



TABLE OF CONTENTS
 PAGEITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
    
    
    4ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
    
    
    4ITEM 3. KEY INFORMATION
    
    
    4ITEM 4. INFORMATION ON THE COMPANY
    
    
    23ITEM 4A. UNRESOLVED STAFF COMMENTS
    
    
    41ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
    
    
    41ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
    
    
    63ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
    
    
    76ITEM 8. FINANCIAL INFORMATION
    
    
    79ITEM 9. THE OFFER AND LISTING
    
    
    81ITEM 10. ADDITIONAL INFORMATION
    
    
    82ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    103ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    
    
    104ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    
    
    104ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
    
    
    104ITEM 15. CONTROLS AND PROCEDURES
    
    
    105ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
    
    
    105ITEM 16B. CODE OF ETHICS
    
    
    105ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    106ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
    
    
    106ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
    
    
    106ITEM 16F. CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
    
    
    106ITEM 16G. CORPORATE GOVERNANCE
    
    
    106ITEM 17. FINANCIAL STATEMENTS
    
    
    108ITEM 18. FINANCIAL STATEMENTS
    
    
    108ITEM 19. EXHIBITS
    
    
    108SIGNATURES
    
    
    111Exhibit 8.1Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 13.2Exhibit 15.1




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CONVENTIONS USED IN THIS ANNUAL REPORT
         2




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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
    
    
    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;
 
    
    political and economic stability in and around India;
 
    
    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; and
 
    
    risks associated with online commerce security.
    3




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##### Table of Contents



PART I
 
 ITEM 1.
    
    IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
  
 ITEM 2.
    
    OFFER STATISTICS AND EXPECTED TIMETABLE
  
 ITEM 3.
    
    KEY INFORMATION
 A. Selected Consolidated Financial Data
    Fiscal Year Ended March 312008
    
    
    2009
    
    
    2010
    
    
    2011(in thousands, except per share data and number of shares)Consolidated Statement of Comprehensive
Income (Loss) Data:Revenue:Air ticketing
    
    $
    14,091.4
    
    
    $
    19,225.1
    
    
    $
    32,119.5
    
    
    $
    47,622.7Hotels and packages
    
    
    24,189.4
    
    
    
    48,622.8
    
    
    
    50,287.9
    
    
    
    74,558.0Other revenue
    
    
    50.1
    
    
    
    703.8
    
    
    
    1,152.8
    
    
    
    2,540.7Total revenue
    
    
    38,330.9
    
    
    
    68,551.7
    
    
    
    83,560.2
    
    
    
    124,721.4Service cost:Procurement cost of hotels and packages services
    
    
    (21,823.8
    )
    
    
    (43,069.2
    )
    
    
    (42,292.2
    )
    
    
    (63,650.9
    )Purchase of air ticket coupons
    
    
    
    
    
    
    (491.8
    )
    
    
    (985.5
    )
    
    
    Personnel expenses
    
    
    (8,459.2
    )
    
    
    (9,679.8
    )
    
    
    (16,562.0
    )
    
    
    (14,399.0
    )Other operating expenses
    
    
    (23,229.0
    )
    
    
    (24,369.9
    )
    
    
    (28,160.5
    )
    
    
    (40,698.9
    )Depreciation and amortization
    
    
    (1,107.5
    )
    
    
    (1,558.7
    )
    
    
    (1,569.7
    )
    
    
    (1,910.6
    )Results from operating activities
    
    
    (16,288.7
    )
    
    
    (10,617.6
    )
    
    
    (6,009.8
    )
    
    
    4,061.9Net finance income (costs)
    
    
    (2,611.2
    )
    
    
    3,244.1
    
    
    
    (188.8
    )
    
    
    (1,923.9
    )Profit (Loss) before tax
    
    
    (18,899.8
    )
    
    
    (7,373.5
    )
    
    
    (6,198.6
    )
    
    
    2,138.0Income tax benefit (expense)
    
    
    4.5
    
    
    
    25.3
    
    
    
    (8.4
    )
    
    
    2,691.7Profit (Loss) for the year
    
    $
    (18,895.4
    )
    
    $
    (7,348.2
    )
    
    $
    (6,207.0
    )
    
    $
    4,829.7Profit (Loss) per ordinary share:Basic
    
    $
    (1.08
    )
    
    $
    (0.42
    )
    
    $
    (0.35
    )
    
    $
    0.17Diluted
    
    $
    (1.08
    )
    
    $
    (0.55
    )
    
    $
    (0.35
    )
    
    $
    0.15
  4




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Fiscal Year Ended March 312008
    
    
    2009
    
    
    2010
    
    
    2011(in thousands, except per share data and number of shares)Weighted average number of ordinary shares outstanding:Basic
    
    
    17,437,120
    
    
    
    17,437,120
    
    
    
    17,521,120
    
    
    
    28,320,901Diluted
    
    
    17,437,120
    
    
    
    20,403,420
    
    
    
    17,521,120
    
    
    
    34,950,246Proforma earnings (loss) per ordinary Share (unaudited):Basic(1)
    
    $
    (0.59
    )
    
    $
    (0.38
    )
    
    $
    (0.18
    )
    
    $
    0.16Diluted(1)
    
    $
    (0.59
    )
    
    $
    (0.38
    )
    
    $
    (0.18
    )
    
    $
    0.15Proforma weighted average number of ordinary shares
outstanding
(unaudited):Basic(1)
    
    
    26,980,680
    
    
    
    29,761,580
    
    
    
    29,845,580
    
    
    
    32,993,361Diluted(1)
    
    
    26,980,680
    
    
    
    29,761,580
    
    
    
    29,845,580
    
    
    
    34,929,282
 
 Note:(1)
    
    In December 2006, August 2007 and May 2008, we issued Series A, Series B and Series C
preferred shares, respectively, that were converted into ordinary shares effective upon the
completion of our initial public offering on August 17, 2010. Our proforma earnings (loss) per
ordinary share (basic and diluted) and proforma weighted average number of ordinary shares
outstanding (basic and diluted) have been calculated assuming that the conversion of all our
outstanding preferred shares occurred on a hypothetical basis on April 1, 2007 for our
Series A and Series B preferred shares and April 1, 2008 for our Series C preferred shares.  As of March 312008
    
    
    2009
    
    
    2010
    
    
    2011(in thousands)Consolidated Statement of Financial Position Data:Trade and other receivables
    
    $
    9,852.8
    
    
    $
    5,428.2
    
    
    $
    12,449.5
    
    
    $
    12,857.2Term deposits
    
    
    7,346.3
    
    
    
    16,038.9
    
    
    
    14,471.4
    
    
    
    16,941.9Cash and cash equivalents
    
    
    3,775.5
    
    
    
    5,471.6
    
    
    
    9,341.5
    
    
    
    51,730.3Total assets
    
    
    33,226.6
    
    
    
    37,898.2
    
    
    
    50,633.5
    
    
    
    112,939.6Total equity (deficit) attributable to equity holders of our company
    
    
    (17,244.6
    )
    
    
    (27,237.5
    )
    
    
    (24,955.4
    )
    
    
    76,275.9Loans and borrowings(1)
    
    
    24,198.1
    
    
    
    39,712.5
    
    
    
    40,966.9
    
    
    
    209.6Trade and other payables
    
    
    12,321.1
    
    
    
    13,440.1
    
    
    
    26,467.0
    
    
    
    29,694.7Total liabilities
    
    
    50,468.1
    
    
    
    65,131.6
    
    
    
    75,584.5
    
    
    
    36,663.8Total equity (deficit) and liabilities
    
    $
    33,226.6
    
    
    $
    37,898.2
    
    
    $
    50,633.5
    
    
    $
    112,939.6
 
 Note:(1)
    
    The preferred shares issued by us were compound financial instruments with equity,
liability and embedded derivative components. Accordingly, the liability portion of our
preferred shares amounting to $24.1 million, $39.6 million, $40.8 million and $0 for fiscal
years 2008, 2009, 2010 and 2011, respectively, had been included under our loans and
borrowings. All our preferred shares were converted into ordinary shares effective upon the
completion of our initial public offering on August 17, 2010. Other Data:
  Fiscal Year Ended March 312008
    
    
    2009
    
    
    2010
    
    
    2011(in thousands, except percentages)Number of transactions:Air ticketing
    
    
    1,029.1
    
    
    
    1,250.8
    
    
    
    1,766.9
    
    
    
    2,824.6Hotels and packages
    
    
    36.9
    
    
    
    81.4
    
    
    
    109.7
    
    
    
    175.9Revenue less service cost(1):Air ticketing
    
    $
    14,091.4
    
    
    $
    18,733.3
    
    
    $
    31,134.0
    
    
    $
    47,622.7Hotels and packages
    
    
    2,365.6
    
    
    
    5,553.6
    
    
    
    7,995.7
    
    
    
    10,907.1Other revenue
    
    
    50.1
    
    
    
    703.8
    
    
    
    1,152.8
    
    
    
    2,540.7$
    16,507.1
    
    
    $
    24,990.7
    
    
    $
    40,282.5
    
    
    $
    61,070.5Gross bookings(2):Air ticketing
    
    $
    198,799.6
    
    
    $
    260,945.1
    
    
    $
    408,603.1
    
    
    $
    647,846.9Hotels and packages
    
    
    26,489.7
    
    
    
    52,365.7
    
    
    
    57,273.1
    
    
    
    94,608.2Net revenue margins(3):Air ticketing
    
    
    7.1
    %
    
    
    7.2
    %
    
    
    7.6
    %
    
    
    7.4
    %Hotels and packages
    
    
    8.9
    %
    
    
    10.6
    %
    
    
    14.0
    %
    
    
    11.5
    %
  5




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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 accurately 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
    
    
    TotalFiscal Year Ended March 31
    
    
    Fiscal Year Ended March 31
    
    
    Fiscal Year Ended March 31
    
    
    Fiscal Year Ended March 312008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2008
    
    
    2009
    
    
    2010
    
    
    2011(In thousands)Revenue
    
    $
    14,091.4
    
    
    $
    19,225.1
    
    
    $
    32,119.5
    
    
    $
    47,622.7
    
    
    $
    24,189.4
    
    
    $
    48,622.8
    
    
    $
    50,287.9
    
    
    $
    74,558.0
    
    
    $
    50.1
    
    
    $
    703.8
    
    
    $
    1,152.8
    
    
    $
    2,540.7
    
    
    $
    38,330.9
    
    
    $
    68,551.7
    
    
    $
    83,560.2
    
    
    $
    124,721.4Less:Service cost
    
    
    
    
    
    
    491.8
    
    
    
    985.5
    
    
    
    
    
    
    
    21,823.8
    
    
    
    43,069.2
    
    
    
    42,292.2
    
    
    
    63,650.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,823.8
    
    
    
    43,561.0
    
    
    
    43,277.7
    
    
    
    63,650.9Revenue less service
cost
    
    $
    14,091.4
    
    
    $
    18,733.3
    
    
    $
    31,134.0
    
    
    $
    47,622.7
    
    
    $
    2,365.6
    
    
    $
    5,553.6
    
    
    $
    7,995.7
    
    
    $
    10,907.1
    
    
    $
    50.1
    
    
    $
    703.8
    
    
    $
    1,152.8
    
    
    $
    2,540.7
    
    
    $
    16,507.1
    
    
    $
    24,990.7
    
    
    $
    40,282.5
    
    
    $
    61,070.5
 (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 and refunds.(3)
    
    Net revenue margins is defined as revenue less service cost as a percentage of gross bookings. B. Capitalization and Indebtedness
  C. Reasons for the Offer and Use of Proceeds
  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
 If We Are Unable to Maintain Existing, and Establish New, Arrangements with Our Travel Suppliers,
Our Business May Be Adversely Affected.
    6




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We Do Not Have Formal Agreements with Many of Our Travel Suppliers.
  We Have Sustained Operating Losses in the Past and May Experience Operating Losses in the Future.
  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.
  
    
    assist in conducting searches for airfares and process air ticket bookings;
 
    
    process hotel reservations;
 
    
    process credit card payments;
 
    
    provide computer infrastructure critical to our business; and
    
    provide customer relationship management, or CRM, software services.
    7




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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 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.
      8




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The Travel Industry for India and India-Related Travel Is Intensely Competitive, and We May Not Be
Able to Effectively Compete in the Future.
    Some of Our Airline Suppliers (Including Our GDS Service Provider) 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 Rely on the Value of Our Brand, and Any Failure to Maintain or Enhance Consumer Awareness of Our
Brand Could Have a Material Adverse Effect on Our Business, Financial Condition and Results of
Operations.
   9




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We May Not Be Successful in Implementing Our Growth Strategies.
  
    
    our ability to increase the number of suppliers, especially our hotel suppliers,
that are directly-connected to us, which is dependent on the willingness of such
suppliers to invest in new technology;
 
    
    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;
 
    
    our ability to build or acquire the required technology;
 
    
    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;
 
    
    our ability to compete effectively with existing and new entrants to the Indian
travel industry, including both online travel companies as well as traditional travel
agents and tour providers;
    
    the growth of the Internet as a medium for commerce in India; and
 
    
    changes in our regulatory environment.
  We May Not Be Successful in Pursuing Strategic Partnerships and Acquisitions, and Future
Partnerships and Acquisitions May Not Bring Us Anticipated Benefits.
    10




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Our Arrangements with Some of Our Suppliers May Subject Us to Additional Monetary Risks.
  Certain of Our Businesses or Services Have Only Recently Been Introduced and, As a Result, It May
Be Difficult to Evaluate Their Performance and Prospects.
  Our International Operations, Some of Which Are New to Us, Involve Additional Risks.
   
    
    differences and unexpected changes in regulatory requirements and exposure to local
economic conditions;
  11




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
    
    differences in consumer preferences in such markets;
 
    
    increased risk to and limits on our ability to enforce our intellectual property
rights;
 
    
    competition from providers of travel services in such foreign countries;
 
    
    restrictions on the repatriation of earnings from such foreign countries, including
withholding taxes imposed by certain foreign jurisdictions; and
 
    
    currency exchange rate fluctuations.
  Our Business Could Be Negatively Affected by Changes in Search Engine Logic.
 tm tm tm tm
 System Interruption in Our Information Systems and Infrastructure May Harm Our Business.
    12




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We Are Exposed to Risks Associated with Online Security and Credit Card Fraud.
   Declines or Disruptions in the Travel Industry Could Adversely Affect Our Business and Financial
Performance.
   Our Business and Results of Operations Could Be Adversely Affected by Global Economic Conditions.
     13




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Our Processing, Storage, Use and Disclosure of Customer Data of Our Customers or Visitors to Our
Website Could Give Rise to Liabilities As a Result of Governmental Regulation, Conflicting Legal
Requirements, Differing Views of Personal Privacy Rights or Data Security Breaches.
    We Cannot Be Sure That Our Intellectual Property Is Protected from Copying or Use by Others,
Including Current or Potential Competitors.
   14




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Our Business Experiences Seasonal Fluctuations and Quarter-to-Quarter Comparisons of Our Results
May Not Be Meaningful.
  Changing Laws, Rules and Regulations and Legal Uncertainties, Including Adverse Application of Tax
Laws and Regulations, May Adversely Affect Our Business and Financial Performance.
   Infrastructure in India May Not Be Upgraded in Order to Support Higher Internet Penetration, Which
May Result in Additional Investments and Expenses for Us.
   15




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Our Significant Shareholders Are Able to Exercise Significant Influence over Our Company and May
Have Interests That Are Different from Those of Our Other Shareholders.
  Our Results of Operations Are Subject to Fluctuations in Currency Exchange Rates.
   Our Ability to Attract, Train and Retain Executives and Other Qualified Employees Is Critical to
Our Business, Results of Operations and Future Growth.
   16




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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.
   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.
    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.
   17




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Natural Calamities Could Have a Negative Impact on the Indian Economy and Cause Our Business to
Suffer.
  Restrictions on Foreign Investment in India May Prevent Us from Making Future Acquisitions or
Investments in India, Which May Adversely Affect Our Results of Operations, Financial Condition and
Financial Performance.
  We May Become Liable to Penalties or Actions Imposed by the Reserve Bank of India in Relation to
Delays in Compliance with Certain Reporting Requirements Applicable in Respect of the Acquisition
and Transfer of Our Shares by Certain Indian Resident Employees of MMT India and of Issuances of
Shares of MMT India to Us.
   18




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Our Business and Activities Are Regulated by the Competition Act, 2002.
   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 May Become Subject to Unanticipated Tax Liabilities That May Have a Material Adverse Effect on
Our Results of Operations.
   19




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Risks Related to Our Ordinary Shares
 Investors May Have Difficulty Enforcing Judgments against Us, Our Directors and Management.
    20




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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.
  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.
   The Sale or Availability for Sale of Substantial Amounts of Our Ordinary Shares Could Adversely
Affect Their Market Price.
   21




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Future Issuances of Any Equity Securities May Decrease the Trading Price of Our Ordinary Shares.
  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.
  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.
  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.
   22




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##### Table of Contents



ITEM 4.
    
    INFORMATION ON THE COMPANY
 A. History and Development of our Company
      Recent Investments
      23




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##### Table of Contents



B. Business Overview
       24




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##### Table of Contents



Our Strengths
  The Largest Online Travel Company in India with a Well-Recognized Brand.
 tm
  Comprehensive Selection of Service and Product Offerings.
  25




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##### Table of Contents



Broad Distribution Network.
 Advanced, Secure and Scalable Technology Platform.
   Customer-Focused Approach.
 Experienced Management Team.
  26




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##### Table of Contents



Our Strategy
  Expand Our Hotels and Packages Business.
 Expand Our Service and Product Portfolio to Enhance Cross-Selling Opportunities.
  Expand Our Travel Agents Network.
 Enhance Our Service Platforms by Investing in Technology.
  27




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##### Table of Contents



Expand into New Geographic Markets.
 Pursue Selective Strategic Partnerships and Acquisitions.
 Our Services and Products
  Air Tickets
  Indian Domestic and Outbound Travel.
 Number of Transactionsfor Fiscal Year Ended March 312009
    
    
    2010
    
    
    2011Indian domestic air travel
    
    1.2 million
    
    
    1.6 million
    
    
    2.6 millionOutbound air travel
    
    
    45,497
    
    
    
    93,757
    
    
    
    146,033
    28




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##### Table of Contents



Inbound Travel to India.
  Hotels and Packages
  Hotels.
  Packages.
 
    
    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 are 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 web-interface, which enables customers to view multiple combinations of airlines
and hotels to assemble a trip which satisfies his or her unique requirements. Our
website allows 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.
  29




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##### Table of Contents




    
    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.
 
    
    Meetings, Incentives, Conferences, Exhibitions and Events.Our MICE group offers
services to organizations as well as other groups, including students or families who
wish to plan meetings, conferences or other events or organize group trips. Our MICE
group 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 group will accompany the group during the travel in
order to ensure that all plans and activities run smoothly. Our MICE group also assists
employees of these organizations with their personal travel needs.
 Other Services and Products
 Rail Tickets.
  Bus Tickets.
    30




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##### Table of Contents



Car Hire.
 Ancillary Services and Products
  Distribution Channels
    Internet Websites
     31




---



##### Table of Contents



Search.
 Select.
 Review.
 Payment.
  Call Centers
   32




---



##### Table of Contents



Travel Stores
  Travel Agents Network
   33




---



##### Table of Contents



Mobile
  Technology and Infrastructure
 General
   
    
    website logic that simplify and improve a customers ability to book a trip most
suited to his or her 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;
    
    scalable search and caching technologies that return comprehensive results and allow
us to provide more flight and hotel options to customers without sacrificing search
response times or creating added stress on our suppliers operating or cost
infrastructure; and
 
    
    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 the customers.
   Fully Integrated Technology Platform
 tm
  34




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##### Table of Contents



tm
  Security
  Marketing and Brand Awareness
  tm tm
   35




---



##### Table of Contents



Customer Service
   Web-based Support.
 Call Centers.
 Travel Stores.
 Mobile Service.
 E-mail.
  36




---



##### Table of Contents



Supplier Relationships
   Airlines
    
    Airlines(Travel within India)
    
    (International Travel)
    
    Indian HotelsAir India
    
    Air India
    
    Fortune HotelsIndiGo Airlines
    
    Emirates
    
    Grand Habib HotelsGoAir
    
    Jet Airways
    
    Indian Hotels Company LimitedKingfisher Airlines
    
    Lufthansa
    
    Sea Shell HotelsSpiceJet
    
    United Airlines
    
    TSG Emerald View Hotels
 Airlines
    37




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Hotels
    Competition
    Intellectual Property
   38




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##### Table of Contents



Employees
  Number of Employees as ofMarch 31Division/Function
    
    2009
    
    
    2010
    
    
    2011Management
    
    
    7
    
    
    
    7
    
    
    
    6Product development
    
    
    22
    
    
    
    20
    
    
    
    40Sales and marketing
    
    
    433
    
    
    
    442
    
    
    
    575Technology development and technology support
    
    
    95
    
    
    
    111
    
    
    
    151Others (including operations, business
development, administration, finance and
accounting, legal and human resources)
    
    
    204
    
    
    
    177
    
    
    
    238Total
    
    
    761
    
    
    
    757
    
    
    
    1,010
 Number of Employees as ofMarch 31Location
    
    2009
    
    
    2010
    
    
    2011India
    
    
    758
    
    
    
    754
    
    
    
    1,006United States
    
    
    3
    
    
    
    3
    
    
    
    4Total
    
    
    761
    
    
    
    757
    
    
    
    1,010
  Insurance
   39




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##### Table of Contents



Regulations
          C. Organizational Structure
  
 
 Notes:(1)
    
    Remaining 0.01% ownership interest held by Deep Kalra, our
Group Chairman and Group Chief Executive Officer. Item 4.
Information on the Company  B. Business Overview  Our
Business  Regulations.(2)
    
    On May 9, 2011 we
acquired an approximate 79% equity stake in Luxury Tours & Travel Pte
Ltd. We have agreed to acquire the remaining shares in
Luxury Tours & Travel Pte Ltd in three tranches over a
three-year earn-out period ending June 2014.  40




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##### Table of Contents



D. Property, Plants and Equipment
   
 ITEM 4A.
    
    UNRESOLVED STAFF COMMENTS
  
 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 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.
 Overview
      41




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Air Ticketing
    
    
    Hotels and Packages
    
    
    Other Revenue
    
    
    TotalFiscal Year Ended
    
    
    Fiscal Year Ended
    
    
    Fiscal Year Ended
    
    
    Fiscal Year EndedMarch 31
    
    
    March 31
    
    
    March 31
    
    
    March 312009
    
    
    2010
    
    
    2011
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2009
    
    
    2010
    
    
    2011(in thousands, except percentages)Revenue
    
    $
    19,225.1
    
    
    $
    32,119.5
    
    
    $
    47,622.7
    
    
    $
    48,622.8
    
    
    $
    50,287.9
    
    
    $
    74,558.0
    
    
    $
    703.8
    
    
    $
    1,152.8
    
    
    $
    2,540.7
    
    
    $
    68,551.7
    
    
    $
    83,560.2
    
    
    $
    124,721.4Less:Service cost
    
    
    491.8
    
    
    
    985.5
    
    
    
    
    
    
    
    43,069.2
    
    
    
    42,292.2
    
    
    
    63,650.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,561.0
    
    
    
    43,277.7
    
    
    
    63,650.9Revenue less service cost
    
    $
    18,733.3
    
    
    $
    31,134.0
    
    
    $
    47,622.7
    
    
    $
    5,553.6
    
    
    $
    7,995.7
    
    
    $
    10,907.1
    
    
    $
    703.8
    
    
    $
    1,152.8
    
    
    $
    2,540.7
    
    
    $
    24,990.7
    
    
    $
    40,282.5
    
    
    $
    61,070.5% of total revenue less
service cost
    
    
    75.0
    %
    
    
    77.3
    %
    
    
    78.0
    %
    
    
    22.2
    %
    
    
    19.8
    %
    
    
    17.9
    %
    
    
    2.8
    %
    
    
    2.9
    %
    
    
    4.1
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 Key Operating Metrics
        42




---



##### Table of Contents



Fiscal Year Ended March 312009
    
    
    2010
    
    
    2011(in thousands, except percentages)Number of transactions:Air ticketing
    
    
    1,250.8
    
    
    
    1,766.9
    
    
    
    2,824.6Hotels and packages
    
    
    81.4
    
    
    
    109.7
    
    
    
    175.9Gross bookings:Air ticketing
    
    $
    260,945.1
    
    
    $
    408,603.1
    
    
    $
    647,846.9Hotels and packages
    
    
    52,365.7
    
    
    
    57,273.1
    
    
    
    94,608.2$
    313,310.8
    
    
    $
    465,876.2
    
    
    $
    742,455.1Net revenue margins:Air ticketing
    
    
    7.2
    %
    
    
    7.6
    %
    
    
    7.4
    %Hotels and packages
    
    
    10.6
    %
    
    
    14.0
    %
    
    
    11.5
    %Combined net revenue margin for air ticketing and hotels and packages
    
    
    7.8
    %
    
    
    8.4
    %
    
    
    7.9
    %
 Factors Affecting Our Results of Operations
 Changes in Our Business Mix and Net Revenue Margins.
      43




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Seasonality in the Indian Travel Industry.
 Advertising and Business Promotion Expenses.
 Trends and Changes in the Indian Economy and Travel Industry.
 
    
    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; and
 
    
    intensive competition from new and existing market entrants, particularly in the
Indian online travel industry.
 Our Revenue, Service Cost and Other Revenue and Expenses
 Revenue
  Air Ticketing.
  44




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##### Table of Contents



Hotels and Packages.
 Other Revenue.
 Service Cost
   Air Ticketing
    
    
    Hotels and Packages
    
    
    Other Revenue
    
    
    TotalFiscal Year Ended
    
    
    Fiscal Year Ended
    
    
    Fiscal Year Ended
    
    
    Fiscal Year EndedMarch 31
    
    
    March 31
    
    
    March 31
    
    
    March 312009
    
    
    2010
    
    
    2011
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2009
    
    
    2010
    
    
    2011
    
    
    2009
    
    
    2010
    
    
    2011(in thousands)Revenue on gross basis
    
    $
    578.7
    
    
    $
    1,110.2
    
    
    $
    
    
    
    $
    48,101.0
    
    
    $
    48,724.2
    
    
    $
    71,155.1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    48,679.7
    
    
    $
    49,834.4
    
    
    $
    71,155.1Revenue on net basis
    
    
    18,646.4
    
    
    
    31,009.3
    
    
    
    47,622.7
    
    
    
    521.8
    
    
    
    1,563.7
    
    
    
    3,402.9
    
    
    
    703.8
    
    
    
    1,152.8
    
    
    
    2,540.7
    
    
    
    19,872.0
    
    
    
    33,725.8
    
    
    
    53,566.3Revenue
    
    
    19,225.1
    
    
    
    32,119.5
    
    
    $
    47,622.7
    
    
    
    48,622.8
    
    
    
    50,287.9
    
    
    $
    74,558.0
    
    
    
    703.8
    
    
    
    1,152.8
    
    
    $
    2,540.7
    
    
    
    68,551.7
    
    
    
    83,560.2
    
    
    $
    124,721.4Less:Service cost
    
    
    491.8
    
    
    
    985.5
    
    
    
    
    
    
    
    43,069.2
    
    
    
    42,292.2
    
    
    
    63,650.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43,561.0
    
    
    
    43,277.7
    
    
    
    63,650.9Revenue less service cost
    
    $
    18,733.3
    
    
    $
    31,134.0
    
    
    $
    47,622.7
    
    
    $
    5,553.6
    
    
    $
    7,995.7
    
    
    $
    10,907.1
    
    
    $
    703.8
    
    
    $
    1,152.8
    
    
    $
    2,540.7
    
    
    $
    24,990.7
    
    
    $
    40,282.5
    
    
    $
    61,070.5
 Personnel Expenses
  Other Operating Expenses
  Depreciation and Amortization
   45




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Finance Income
  Finance Costs
  Foreign Currency Translation
  Critical Accounting Policies
   Revenue Recognition
    46




---



##### Table of Contents



Air Ticketing.
 Hotels and Packages.
 Other Revenue.
   Service Cost
      47




---



##### Table of Contents



Accounting Estimates
   Impairment Loss on Trade and Other Receivables
  Share-based Payment Transactions
     48




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Estimated Useful Lives of Property, Plant and Equipment and Website Development Cost
 Property, Plant and Equipment. Property, Plant and Equipment
 Website Development Cost.
  Income Tax
  Current Income Tax.
   Deferred Income Tax.
  49




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Compound Financial Instruments
      50




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Separable Embedded Derivatives
  Results of Operations
  Fiscal Year Ended March 312009
    
    
    2010
    
    
    2011Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %(in thousands, except percentages)Revenue
    
    $
    68,551.7
    
    
    
    100.0
    
    
    $
    83,560.2
    
    
    
    100.0
    
    
    $
    124,721.4
    
    
    
    100.0Service cost
    
    
    (43,561.0
    )
    
    
    (63.5
    )
    
    
    (43,277.7
    )
    
    
    (51.8
    )
    
    
    (63,650.9
    )
    
    
    (51.0
    )Personnel expenses
    
    
    (9,679.8
    )
    
    
    (14.1
    )
    
    
    (16,562.0
    )
    
    
    (19.8
    )
    
    
    (14,399.0
    )
    
    
    (11.5
    )Other operating expenses
    
    
    (24,369.9
    )
    
    
    (35.5
    )
    
    
    (28,160.5
    )
    
    
    (33.7
    )
    
    
    (40,698.9
    )
    
    
    (32.6
    )Depreciation and amortization
    
    
    (1,558.7
    )
    
    
    (2.3
    )
    
    
    (1,569.7
    )
    
    
    (1.9
    )
    
    
    (1,910.6
    )
    
    
    (1.5
    )Results from operating activities
    
    
    (10,617.6
    )
    
    
    (15.5
    )
    
    
    (6,009.8
    )
    
    
    (7.2
    )
    
    
    4,061.9
    
    
    
    3.3Finance income
    
    
    6,293.7
    
    
    
    9.2
    
    
    
    1,874.2
    
    
    
    2.2
    
    
    
    1,601.8
    
    
    
    1.3Finance costs
    
    
    (3,049.6
    )
    
    
    (4.4
    )
    
    
    (2,062.9
    )
    
    
    (2.5
    )
    
    
    (3,525.7
    )
    
    
    (2.8
    )Profit (Loss) before tax
    
    
    (7,373.5
    )
    
    
    (10.8
    )
    
    
    (6,198.6
    )
    
    
    (7.4
    )
    
    
    2,138.0
    
    
    
    1.7Income tax benefit (expense)
    
    
    25.3
    
    
    
    0.03
    
    
    
    (8.4
    )
    
    
    *
    
    
    
    2,691.7
    
    
    
    2.2Profit (Loss) for the year
    
    
    (7,348.2
    )
    
    
    (10.7
    )
    
    
    (6,207.0
    )
    
    
    (7.4
    )
    
    
    4,829.7
    
    
    
    3.9
 
 *
    
    not meaningful Fiscal Year 2011 Compared to Fiscal Year 2010
 Revenue.
 Air Ticketing.
  51




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Hotels and Packages.
 Other Revenue.
 Service Cost.
 Total Revenue Less Service Cost.
 Personnel Expenses.
 Other Operating Expenses.
 Depreciation and Amortization.
 Results from Operating Activities.
  52




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Finance Income.
 Finance Costs.
 Income Tax Benefit (Expense).
 Profit (Loss) for the Year.
 Fiscal Year 2010 Compared to Fiscal Year 2009
 Revenue.
 Air Ticketing.
 Hotels and Packages.
 Other Revenue.
 Service Cost.
  53




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##### Table of Contents



Total Revenue Less Service Cost.
 Personnel Expenses.
 Other Operating Expenses.
 Depreciation and Amortization.
 Results from Operating Activities.
 Finance Income.
 Finance Costs.
 Income Tax Benefit (Expense).
  54




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Loss for the Year.
 Our Selected Quarterly Results of Operations
  Three Months EndedMarch 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,
    
    
    March 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,
    
    
    March 31,2009
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2011(unaudited)(in thousands, except per share data)Revenue:Air ticketing
    
    $
    5,464.3
    
    
    $
    7,816.7
    
    
    $
    7,338.8
    
    
    $
    8,380.0
    
    
    $
    8,584.0
    
    
    $
    9,989.5
    
    
    $
    10,280.7
    
    
    $
    13,486.4
    
    
    $
    13,866.2Hotels and packages
    
    
    8,819.0
    
    
    
    14,558.1
    
    
    
    9,383.8
    
    
    
    14,115.0
    
    
    
    12,231.0
    
    
    
    23,222.3
    
    
    
    13,020.7
    
    
    
    21,461.0
    
    
    
    16,853.9Other revenue
    
    
    271.7
    
    
    
    252.2
    
    
    
    241.8
    
    
    
    351.0
    
    
    
    307.9
    
    
    
    510.9
    
    
    
    527.1
    
    
    
    845.5
    
    
    
    657.2Total revenue
    
    
    14,555.1
    
    
    
    22,627.0
    
    
    
    16,964.4
    
    
    
    22,846.0
    
    
    
    21,122.8
    
    
    
    33,722.8
    
    
    
    23,828.5
    
    
    
    35,792.9
    
    
    
    31,377.3Service cost:Procurement cost of hotels and packages services
    
    
    (7,448.9
    )
    
    
    (12,360.4
    )
    
    
    (7,857.0
    )
    
    
    (11,808.3
    )
    
    
    (10,266.5
    )
    
    
    (19,863.6
    )
    
    
    (10,960.6
    )
    
    
    (18,511.5
    )
    
    
    (14,315.2
    )Purchase of air ticket coupons
    
    
    (491.8
    )
    
    
    (759.5
    )
    
    
    (12.0
    )
    
    
    (183.9
    )
    
    
    (30.0
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Personnel expenses
    
    
    (2,269.6
    )
    
    
    (8,774.9
    )
    
    
    (2,419.1
    )
    
    
    (2,436.2
    )
    
    
    (2,931.7
    )
    
    
    (3,455.6
    )
    
    
    (3,357.5
    )
    
    
    (3,862.2
    )
    
    
    (3,723.8
    )Other operating expenses
    
    
    (5,854.4
    )
    
    
    (5,996.6
    )
    
    
    (6,115.0
    )
    
    
    (7,360.3
    )
    
    
    (8,688.6
    )
    
    
    (8,695.2
    )
    
    
    (8,731.4
    )
    
    
    (11,479.6
    )
    
    
    (11,792.7
    )Depreciation and amortization
    
    
    (369.4
    )
    
    
    (364.5
    )
    
    
    (382.9
    )
    
    
    (402.3
    )
    
    
    (420.0
    )
    
    
    (449.0
    )
    
    
    (453.8
    )
    
    
    (496.3
    )
    
    
    (511.5
    )Results from operating activities
    
    
    (1,879.1
    )
    
    
    (5,628.9
    )
    
    
    178.4
    
    
    
    654.8
    
    
    
    (1,214.1
    )
    
    
    1,259.3
    
    
    
    325.2
    
    
    
    1,443.3
    
    
    
    1,034.1Net finance income (costs)
    
    
    (946.7
    )
    
    
    46.5
    
    
    
    (159.3
    )
    
    
    (20.0
    )
    
    
    (56.0
    )
    
    
    52.1
    
    
    
    (2,120.9
    )
    
    
    183.6
    
    
    
    (38.8
    )Profit (Loss) before tax
    
    
    (2,825.8
    )
    
    
    (5,582.3
    )
    
    
    19.1
    
    
    
    634.8
    
    
    
    (1,270.1
    )
    
    
    1,311.4
    
    
    
    (1,795.7
    )
    
    
    1,626.9
    
    
    
    995.3Income tax benefit (expense)
    
    
    25.3
    
    
    
    (3.4
    )
    
    
    
    
    
    
    0.5
    
    
    
    (5.6
    )
    
    
    (1.2
    )
    
    
    
    
    
    
    1.2
    
    
    
    2,691.7Profit (Loss) for the period
    
    $
    (2,800.5
    )
    
    $
    (5,585.7
    )
    
    $
    19.1
    
    
    $
    635.4
    
    
    $
    (1,275.7
    )
    
    $
    1,310.2
    
    
    $
    (1,795.7
    )
    
    $
    1,628.1
    
    
    $
    3,687.0Profit (Loss) per ordinary share:Basic
    
    $
    (0.16
    )
    
    $
    (0.32
    )
    
    $
    0.001
    
    
    $
    0.04
    
    
    $
    (0.07
    )
    
    $
    0.07
    
    
    $
    (0.07
    )
    
    $
    0.05
    
    
    $
    0.11Diluted
    
    $
    (0.16
    )
    
    $
    (0.32
    )
    
    $
    0.001
    
    
    $
    0.02
    
    
    $
    (0.07
    )
    
    $
    0.05
    
    
    $
    (0.07
    )
    
    $
    0.04
    
    
    $
    0.10
  Three Months EndedMarch 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,
    
    
    March 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,
    
    
    March 31,2009
    
    
    2009
    
    
    2009
    
    
    2009
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2010
    
    
    2011(in thousands, except percentages)Number of transactions:Air ticketing
    
    
    350.2
    
    
    
    350.4
    
    
    
    460.8
    
    
    
    477.3
    
    
    
    478.4
    
    
    
    590.5
    
    
    
    620.9
    
    
    
    759.2
    
    
    
    854.0Hotels and packages
    
    
    21.6
    
    
    
    26.1
    
    
    
    22.2
    
    
    
    33.3
    
    
    
    28.0
    
    
    
    42.6
    
    
    
    31.4
    
    
    
    50.7
    
    
    
    51.2Revenue less service cost:Air ticketing
    
    $
    4,972.6
    
    
    $
    7,057.2
    
    
    $
    7,326.8
    
    
    $
    8,196.1
    
    
    $
    8,553.9
    
    
    $
    9,989.5
    
    
    $
    10,280.7
    
    
    $
    13,486.4
    
    
    $
    13,866.2Hotels and packages
    
    
    1,370.1
    
    
    
    2,197.7
    
    
    
    1,526.8
    
    
    
    2,306.6
    
    
    
    1,964.5
    
    
    
    3,358.7
    
    
    
    2,060.2
    
    
    
    2,949.6
    
    
    
    2,538.6Other revenue
    
    
    271.7
    
    
    
    252.2
    
    
    
    241.8
    
    
    
    351.0
    
    
    
    307.9
    
    
    
    510.9
    
    
    
    527.1
    
    
    
    845.5
    
    
    
    657.2$
    6,614.4
    
    
    $
    9,507.1
    
    
    $
    9,095.4
    
    
    $
    10,853.7
    
    
    $
    10,826.3
    
    
    $
    13,859.2
    
    
    $
    12,867.9
    
    
    $
    17,281.4
    
    
    $
    17,062.0Gross bookings:Air ticketing
    
    $
    60,771.3
    
    
    $
    89,539.4
    
    
    $
    94,208.8
    
    
    $
    106,964.9
    
    
    $
    117,889.9
    
    
    $
    146,479.9
    
    
    $
    138,613.3
    
    
    $
    183,390.3
    
    
    $
    179,363.5Hotels and packages
    
    
    9,763.9
    
    
    
    16,112.9
    
    
    
    10,598.3
    
    
    
    16,440.8
    
    
    
    14,121.0
    
    
    
    28,164.1
    
    
    
    17,374.7
    
    
    
    27,214.8
    
    
    
    21,854.5$
    70,535.2
    
    
    $
    105,652.3
    
    
    $
    104,807.1
    
    
    $
    123,405.7
    
    
    $
    132,010.9
    
    
    $
    174,644.0
    
    
    $
    155,988.0
    
    
    $
    210,605.1
    
    
    $
    201,218.0Net revenue margins:Air ticketing
    
    
    8.2
    %
    
    
    7.9
    %
    
    
    7.8
    %
    
    
    7.7
    %
    
    
    7.3
    %
    
    
    6.8
    %
    
    
    7.4
    %
    
    
    7.4
    %
    
    
    7.7
    %Hotels and packages
    
    
    14.0
    %
    
    
    13.6
    %
    
    
    14.4
    %
    
    
    14.0
    %
    
    
    13.9
    %
    
    
    11.9
    %
    
    
    11.9
    %
    
    
    10.8
    %
    
    
    11.6
    %Combined net revenue margin for air ticketing and hotels and packages
    
    
    9.0
    %
    
    
    8.8
    %
    
    
    8.4
    %
    
    
    8.5
    %
    
    
    8.0
    %
    
    
    7.6
    %
    
    
    7.9
    %
    
    
    7.8
    %
    
    
    8.2
    %
  55




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56




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Liquidity and Capital Resources
   57




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58




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Fiscal Year Ended March 312009
    
    
    2010
    
    
    2011(in millions)Net cash from/(used in) operating activities
    
    $
    (3.1
    )
    
    $
    5.2
    
    
    $
    (6.3
    )Net cash from/(used in) investing activities
    
    
    (11.8
    )
    
    
    3.5
    
    
    
    (3.0
    )Net cash from/(used in) financing activities
    
    
    14.3
    
    
    
    (0.2
    )
    
    
    52.4Net increase/(decrease) in cash and cash equivalents
    
    
    (0.6
    )
    
    
    8.5
    
    
    
    43.0Cash and cash equivalents at beginning of period
    
    
    (2.4
    )
    
    
    (2.4
    )
    
    
    5.3Effect of exchange rate fluctuations on cash held
    
    
    0.6
    
    
    
    (0.7
    )
    
    
    (0.5
    )Cash and cash equivalents at end of period
    
    
    (2.4
    )(1)
    
    
    5.3
    (2)
    
    
    47.9
    (3)
 
 Notes:(1)
    
    Includes $7.9 million of bank overdrafts and excludes $16.0
million of term deposits not classified as cash and cash
equivalents.(2)
    
    Includes $4.0 million of bank overdrafts and excludes $14.5
million of term deposits not classified as cash and cash
equivalents.(3)
    
    Includes $3.9 million of bank overdrafts and excludes $16.9
million of term deposits not classified as cash and cash
equivalents. Net Cash From/(Used In) Operating Activities.
      59




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Net Cash From/(Used In) Investing Activities.
  60




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Net Cash From/(Used In) Financing Activities.
 Capital Expenditures
   Off-Balance Sheet Arrangements
  Inflation
  Quantitative and Qualitative Disclosures about Market Risk
  Credit Risk.
  61




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Foreign Exchange Risk.
  Interest Rate Risk.
 New Accounting Standards and Interpretations Not Yet Adopted by Our Group
   62




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Improvements to IFRS- In May 2010,
 IAS 24, Related Party Disclosure (revised 2009)
 Contractual Obligations
  Payment Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 years(in thousands)Operating lease
obligations(1)
    
    $
    8,564.0
    
    
    $
    1,561.8
    
    
    $
    3,169.4
    
    
    $
    2,638.2
    
    
    $
    1,194.6Finance lease obligations(2)
    
    
    30.3
    
    
    
    11.3
    
    
    
    19.0
    
    
    
    
    
    
    
    Purchase obligations(3)
    
    
    2,464.7
    
    
    
    1,967.9
    
    
    
    331.2
    
    
    
    165.6
    
    
    
    Bank overdraft(4)
    
    
    3,856.0
    
    
    
    3,856.0
    
    
    
    
    
    
    
    
    
    
    
    Employee Benefits(5)
    
    
    667.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 Notes:(1)
    
    Operating lease obligations relate to our leasing arrangements for our various office premises.(2)
    
    Finance lease obligations relate to our leasing arrangements for motor vehicles used in our business.(3)
    
    We enter into purchase orders from time to time for various equipment or other requirements for our business.(4)
    
    Secured against term deposits.(5)
    
    Employee benefits in the statement of financial position include $667,050 in respect of employee benefit
obligation. For this amount, the extent of the amount and timing of repayment/settlement is not reliably
estimable or determinable at present and accordingly have not been disclosed in the table above. 
 ITEM 6.
    
    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
 A. Directors and Senior Management
   63




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Name
    
    Age
    
    Position/TitleDirectors:Deep Kalra
    
    
    42
    
    
    Group Chairman and Group Chief
Executive OfficerRavi Adusumalli
    
    
    35
    
    
    DirectorSanjeev Aggarwal
    
    
    51
    
    
    DirectorAditya Tim Guleri
    
    
    46
    
    
    DirectorPhilip C. Wolf
    
    
    55
    
    
    Director(2)Vivek N. Gour
    
    
    48
    
    
    Independent DirectorFrederic Lalonde
    
    
    37
    
    
    Independent DirectorGyaneshwarnath Gowrea
    
    
    45
    
    
    DirectorMohammad Akhtar Janally
    
    
    28
    
    
    DirectorExecutive Officers(1):Keyur Joshi
    
    
    38
    
    
    Group Chief Operating OfficerRajesh Magow
    
    
    42
    
    
    Group Chief Financial OfficerMohit Gupta
    
    
    37
    
    
    Group Chief Marketing OfficerAmit Somani
    
    
    39
    
    
    Group Chief Products Officer
 
 Notes:(1)
    
    Other than directors who are also executive officers.(2)
    
    Mr. Philip C. Wolf satisfies the independence requirements
of Rule 5605 of the Nasdaq Stock Market, Marketplace Rules
but does not satisfy the independence requirements of Rule
10A-3 under the Securities Exchange Act of 1934, as
amended, or the Exchange Act. Directors
 Deep Kalra
 Ravi Adusumalli
 Sanjeev Aggarwal
 Aditya Tim Guleri
  64




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Philip C. Wolf
 Vivek N. Gour
 Frederic Lalonde
 Gyaneshwarnath Gowrea
 Mohammad Akhtar Janally
 Executive Officers
 Keyur Joshi
  65




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Rajesh Magow
 Mohit Gupta
 Amit Somani
 B. Compensation
  Share Incentive Plans
 Equity Option Plan
   66




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Administration
  Number of Shares Authorized for Grant
  Eligibility
  Types of Grants
  Vesting Schedule
  
    
    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.
  Option Exercise and Expiration
  
    
    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.
  67




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Cashless Exercise of Options
   Effect of Change of Control or Restructuring of Capital
  Amendment or Termination
  Share Incentive Plan
     68




---



##### Table of Contents



Administration
  Shares Available for Awards
  Eligibility
  Options
  Restricted Shares
   69




---



##### Table of Contents



Share Appreciation Rights
  Dividend Equivalents
  Share Payments
  Deferred Shares
  Restricted Share Units
   Adjustments
  Corporate Transactions
   70




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Non-transferability
  Amendment, Suspension or Termination
  Outstanding Options
  Shares Underlying
    
    
    
    
    
    
    
    
    Date ofName
    
    Outstanding Options
    
    
    Exercise Price
    
    
    Date of Grant
    
    Expiration($ per share)Deep Kalra
    
    
    
    
    
    
    
    
    
    
    
    Keyur Joshi
    
    
    94,000
    
    
    
    1.98
    
    
    June 25, 2009
    
    June 25, 2013(1)10,012
    
    
    
    0.53
    
    
    June 25, 2009
    
    June 25, 2013(1)Rajesh Magow
    
    
    182,140
    
    
    
    0.74
    
    
    June 25, 2009
    
    June 25, 2013(1)114,000
    
    
    
    1.98
    
    
    June 25, 2009
    
    June 25, 2013(1)103,060
    
    
    
    0.53
    
    
    June 25, 2009
    
    June 25, 2013(1)Other directors and executive officers(4)
    
    
    92,000
    (2)
    
    
    0.53
    
    
    June 25, 2009
    
    June 25, 2013(1)50,000
    (2)
    
    
    5.06
    
    
    June 25, 2009
    
    June 25, 2013(1)142,500
    
    
    
    0.53
    
    
    January 4, 2010
    
    See note(3)
 
 Notes:(1)
    
    All these options vested upon the date of grant and must be
exercised prior to 48 months from their vesting date (i.e.,
the date of grant), subject to the terms of our share
incentive plan.(2)
    
    In accordance with the terms of our share incentive plan: 
    
    up to 25% further of the shares may be sold on or after
August 17, 2011, the date falling one year after the
completion of our initial public offering; and
 
    
    the remaining 25% of the shares may be sold on or after
August 17, 2012, the date falling two years after the
completion of our initial public offering.
 (3)
    
    These options vest in four equal installments upon each
anniversary of the grant, commencing with the first
anniversary of the grant. Such options must be exercised
prior to the earlier of 48 months from their vesting date
or 72 months from their date of grant, subject to the terms
of our share incentive plan. See  Equity Option Plan 
Option Exercise and Expiration above.(4)
    
    This table does not include options granted to Mukesh
Singh, who resigned as our Senior Vice-President,
Technology Department, in July 2011.  71




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Employee Benefit Plans
  Provident Fund
  Gratuity
  Employment Agreements with Executive Officers
   
    
    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.
  72




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##### Table of Contents



C. Board Practices
 Board of Directors
  Terms of Directors and Executive Officers
    Duties of Directors
   
    
    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;
  73




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##### Table of Contents




    
    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
  Audit Committee
  
    
    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.
   74




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##### Table of Contents



Compensation Committee
  
    
    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.
  Code of Business Conduct and Ethics
  Indemnification Agreements
  D. Employees
   75




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E. Share Ownership by Directors and Executive Officers
  Equity Shares Beneficially OwnedMarch 31, 2011
    
    
    June 30, 2011Name
    
    Number
    
    
    Percent
    
    
    Number
    
    
    PercentDeep Kalra(1)
    
    
    3,965,360
    
    
    
    11.30
    %
    
    
    3,507,528
    
    
    
    9.52
    %Ravi Adusumalli
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Sanjeev Aggarwal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Aditya Tim Guleri(2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Philip C. Wolf
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *Vivek N. Gour
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Frederic Lalonde(3)
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *Gyaneshwarnath Gowrea
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Mohammad Akhtar Janally
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Keyur Joshi(1)
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *Rajesh Magow
    
    
    399,200
    
    
    
    1.12
    %
    
    
    *
    
    
    
    *Mohit Gupta
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *Amit Somani(4)
    
    
    *
    
    
    
    *
    
    
    
    *
    
    
    
    *All our directors and executive officers as a group(5)
    
    
    5,020,512
    
    
    
    13.99
    %
    
    
    4,415,825
    
    
    
    11.75
    %
 
 Notes:*
    
    Represents beneficial ownership of less than 1.0%.(1)
    
    Travogue Electronic Travel Private Limited, or Travogue, is a company controlled by
Mr. Deep Kalra. Mr. Deep Kalra holds 78.4% of the equity shares of Travogue.
Accordingly, Mr. Kalras beneficial ownership of our ordinary shares includes
507,528 ordinary shares held by him directly and 3,000,000 ordinary shares held
indirectly through Travogue. Mr. Keyur Joshi has a 12.8% equity interest in
Travogue.(2)
    
    Consists of ordinary shares held by Sierra Ventures Associates VIII, LLC as nominee
for its members (including those shares held for the Guleri Family Trust UTD dated
April 7, 1999, or the Guleri Family trust, of which Mr. Aditya Tim Guleri is a
trustee and beneficiary). Mr. Guleri is one of the managing members of Sierra
Ventures Associates VIII, LLC, the sole general partner of Sierra Ventures VIII-A,
L.P. and Sierra Ventures VIII-B, L.P., and may be deemed to control these entities.
However, Mr. Guleri disclaims beneficial ownership of all shares held by these
entities, except as stated above and except to the extent of his respective
proportionate pecuniary interest therein.(3)
    
    Mr. Frederic Lalonde acquired 60,940 ordinary shares of our company in February 2011.(4)
    
    Mr. Amit Somani holds options exercisable into our ordinary shares. As of the date
of this annual report, 25% of these options have vested. Mr. Amit Somani has
exercised a majority of such vested options. Assuming the exercise of all such
options by Mr. Somani, he would beneficially own less than 1.0% of our issued share
capital.(5)
    
    Excludes 75,000 unvested options owned by Mukesh Singh, who resigned as our Senior
Vice-President, Technology Department, in July 2011. 
 ITEM 7.
    
    MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
 A. Major Shareholders
   76




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Equity Shares
    
    
    Equity SharesBeneficially Owned
    
    
    Beneficially OwnedMarch 31, 2011
    
    
    June 30, 2011Name of Beneficial Owner
    
    Number
    
    
    Percent
    
    
    Number
    
    
    PercentSAIF(2)
    
    
    14,628,050
    
    
    
    41.68
    %
    
    
    11,836,570
    
    
    
    32.12
    %Tiger Global(3)
    
    
    4,129,760
    
    
    
    11.77
    %
    
    
    6,179,760
    
    
    
    16.77
    %Helion Venture
    
    
    3,411,695
    
    
    
    9.72
    %
    
    
    2,760,639
    
    
    
    7.49
    %Travogue Electronic Travel Private Limited(1)
    
    
    3,000,000
    
    
    
    8.55
    %
    
    
    3,000,000
    
    
    
    8.14
    %Sierra Ventures(4)
    
    
    2,274,469
    
    
    
    6.48
    %
    
    
    2,274,469
    
    
    
    6.17
    %
 
 Notes:(1)
    
    Travogue Electronic Travel Private Limited, or Travogue, is a
company controlled by Mr. Deep Kalra. Mr. Deep Kalra holds 78.4%
of the equity shares of Travogue. Accordingly, Mr. Kalras
beneficial ownership of our ordinary shares includes 507,528
ordinary shares held by him directly and 3,000,000 ordinary shares
held indirectly through Travogue. Mr. Keyur Joshi has a 12.8%
equity interest in Travogue.(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 SAIF, our shareholder.(3)
    
    The shareholders are Tiger Global Private Investment Partners IV,
L.P., Tiger Global Private Investment Partners V, L.P., Tiger
Global, L.P., Tiger Global II, L.P. and Tiger Global Master Fund,
L.P., collectively referred to as Tiger Global. Mr. Charles P.
Coleman III controls the ultimate general partner of Tiger Global
and is deemed to beneficially own all the shares held by Tiger
Global.(4)
    
    The shareholders are Sierra Ventures VIII-A, L.P., Sierra Ventures
VIII-B, L.P. and Sierra Ventures Associates VIII, LLC (as nominee
for its members), collectively referred to as the Sierra Ventures
entities. Consists of 33,170 ordinary shares held by Sierra
Ventures Associates VIII, LLC, as nominee for its members
(including for the Guleri family trust, of which Mr. Aditya Tim
Guleri is a trustee and beneficiary). The Sierra Ventures entities
do not have voting or investment discretion with respect to the
shares held by Sierra Ventures Associates VIII, LLC, as nominee
for its members (including those held for the Guleri family
trust). Sierra Ventures Associates VIII, LLC is the sole general
partner of Sierra Ventures VIII-A, L.P. and Sierra Ventures
VIII-B, L.P. Messrs. Jeffrey M. Drazan, David C. Schwab, Peter C.
Wendell, Steven P. Williams and Aditya Tim Guleri are the managing
members of Sierra Ventures Associates VIII, LLC and may be deemed
to control the Sierra Ventures entities. Messrs. Drazan, Schwab,
Wendell, Williams and Guleri disclaim beneficial ownership of all
shares held by the Sierra Ventures entities, except to the extent
of their respective proportionate pecuniary interest therein.    B. Related Party Transactions
   77




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Private Placements
    Shareholders Agreements
   Transactions with SAIF
  Transactions with PhoCusWright
    78




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Loans to Executive Officers
   Employment Agreements
  Equity Option and Share Incentive Plans
  C. Interest of Experts and Counsel
  
 ITEM 8.
    
    FINANCIAL INFORMATION
 A. Consolidated Statements and Other Financial Information
  Legal Proceedings
    79




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B. Significant Changes
   80




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##### Table of Contents



ITEM 9.
    
    THE OFFER AND LISTING
 A. Offer and Listing Details
   
    
    the reported high and low trading prices quoted in US dollars for our ordinary
shares on the Nasdaq Global Market; and
 
    
    the average of the aggregate trading volume for our ordinary shares on the Nasdaq
Global Market.
 Nasdaq Global Market PricePer Ordinary SharePeriod
    
    High
    
    
    LowFiscal Year2011(1)
    
    $
    42.88
    
    
    $
    20.75Fiscal Quarter 20112nd Quarter(1)
    
    $
    42.88
    
    
    $
    20.753rd Quarter
    
    $
    40.80
    
    
    $
    23.814th Quarter
    
    $
    32.41
    
    
    $
    24.032011January
    
    $
    32.41
    
    
    $
    27.00February
    
    $
    30.16
    
    
    $
    24.03March
    
    $
    29.50
    
    
    $
    24.47April
    
    $
    34.22
    
    
    $
    28.85May
    
    $
    31.98
    
    
    $
    22.07June
    
    $
    24.88
    
    
    $
    21.37July
    
    $
    26.25
    
    
    $
    22.01August(2)
    
    $
    23.15
    
    
    $
    16.06
 
 Notes:(1)
    
    From August 17, 2010 following completion
of our initial public offering on the
Nasdaq Global Market.(2)
    
    Until August 25, 2011. B. Plan of Distribution
  C. Markets
  D. Selling Shareholders
  E. Dilution
  F. Expenses of the Issue
   81




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ITEM 10.
    
    ADDITIONAL INFORMATION
 A. Share Capital
  B. Memorandum and Articles of Association
 General
      Ordinary Shares
 General
  Dividends
    82




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Voting Rights
   Transfer of Ordinary Shares
   
    
    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;
  83




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
    
    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.
  Liquidation
  Redemption of Shares
  Variations of Rights of Shares
 pari passu
 Meetings of Shareholders
    84




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Inspection of Books and Records
   Changes in Capital
  
    
    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.
  Purchase by Our Company of its Own Shares
  Directors Borrowing Powers
   85




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Interested Directors
    Notification of Shareholdings by Directors and Substantial Shareholders
  Category 1 Global Business Company
  
    
    a Category 1 Global Business Company does not have to file an annual return of its
shareholders with the Registrar of Companies;
  86




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
    
    a Category 1 Global Business Company may issue no par value shares; and
 
    
    a Category 1 Global Business Company may register as a protected cell company.
   Differences in Corporate Law
   (a)
    
    the acquisition of, or an agreement to acquire, whether contingent or not, assets
the value of which is more than 75% 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% 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% 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 75% of the value of the companys assets
for the purpose of securing the repayment of money or the performance of an
obligation).
   (a)
    
    the acquisition of, or an agreement to acquire, whether contingent or not, assets
the value of which is more than 50% of the value of the companys assets before the
acquisition;
  87




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(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% 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% 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%
of the value of the companys assets for the purpose of securing the repayment of money
or the performance of an obligation).
  Mergers and Similar Arrangements
     Shareholders Suits
  Indemnification of Directors and Executive Officers and Limitation of Liability
   88




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Directors Fiduciary Duties
    Shareholder Action by Written Consent
  Shareholder Meetings
   89




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##### Table of Contents



Cumulative Voting
  Removal of Directors
  Transactions with Interested Shareholders
   Dissolution; Winding Up
     90




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Variation of Rights of Shares
  Amendment of Governing Documents
  Rights of Non-Resident or Foreign Shareholders
  Issuance of preferred shares
  Compulsory Acquisition
  Anti-takeover provisions
   91




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Registration Rights
  (i)
    
    any ordinary shares held by any of the Shareholders or the employees/management
of our company or its subsidiaries; and
 (ii)
    
    any other ordinary shares of our company issued in respect of the ordinary shares
described in paragraph (i) above pursuant to stock splits, stock dividends,
reclassifications, recapitalizations or similar events;
        92




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C. Material Contracts
  D. Exchange Controls
 General
  Foreign Direct Investment
  
    
    investments in excess of specified sectoral caps or investments in sectors in which
FDI is not permitted or in sectors which specifically require approval of the FIPB;
 
    
    investments by any foreign investor who had on January 12, 2005, an existing joint
venture or a technology transfer/trade mark agreement in the same field as the Indian
company in which the FDI is proposed. However, no prior approval is required if: (a) the
investor is a venture capital funds registered with SEBI or a multinational financial
institution, or (b) the existing joint venture, investment by either of the parties is
less than 3%, or (c) the existing joint venture or collaboration is now defunct or sick,
or (d) for transfer of shares of an Indian company engaged in the information technology
sector or in the mining sector for the same area or mineral;
 
    
    foreign investment of more than 24% in the equity capital of units manufacturing
items reserved for small scale industries; and
 
    
    all proposals relating to the acquisition of shares of an Indian company by a foreign
investor (including an individual of Indian nationality or origin residing outside India
and corporations established and incorporated outside India) which are not under the
automatic route.
    93




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Investment by Foreign Institutional Investors
       94




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Portfolio Investment by Non-Resident Indians
   Transfer of Shares
  
    
    investments to be made by venture capital funds registered with SEBI or a
multinational financial institution;
 
    
    where the existing joint venture investment by either of the parties is less than
3%;
 
    
    where the existing venture/collaboration is defunct or sick; or
 
    
    for transfer of shares of an Indian company engaged in the information technology
sector or in the mining sector for the same area or mineral.
    95




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##### Table of Contents



Exchange Rates
   Indian Rupees per US DollarNoon Buying RatePeriod
    
    Period End
    
    
    Average(1)
    
    
    Low
    
    
    High2006
    
    
    44.11
    
    
    
    45.17
    
    
    
    43.89
    
    
    
    46.832007
    
    
    39.41
    
    
    
    41.00
    
    
    
    38.48
    
    
    
    44.492008
    
    
    48.58
    
    
    
    43.70
    
    
    
    39.12
    
    
    
    50.122009
    
    
    46.40
    
    
    
    48.22
    
    
    
    46.00
    
    
    
    51.962010
    
    
    44.80
    
    
    
    45.58
    
    
    
    43.90
    
    
    
    47.492011:February
    
    
    45.18
    
    
    
    45.38
    
    
    
    45.06
    
    
    
    45.66March
    
    
    44.54
    
    
    
    44.91
    
    
    
    44.54
    
    
    
    45.24April
    
    
    44.24
    
    
    
    44.30
    
    
    
    44.00
    
    
    
    44.51May
    
    
    45.04
    
    
    
    44.90
    
    
    
    44.27
    
    
    
    45.33June
    
    
    44.59
    
    
    
    44.81
    
    
    
    44.59
    
    
    
    44.99July
    
    
    44.20
    
    
    
    44.40
    
    
    
    44.03
    
    
    
    44.62August(2)
    
    
    46.04
    
    
    
    45.17
    
    
    
    44.06
    
    
    
    46.04
 
 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 August 25, 2011. Source:
    
    Federal Reserve Statistical Release. E. Taxation
 Mauritius Taxation
   96




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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 unless the company holds immovable property situated in
Mauritius and such immovable property exceeds 95% of the companys total assets.
    97




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US Federal Income Taxation
   
    
    banks and other financial institutions;
 
    
    insurance companies;
 
    
    regulated investment companies;
 
    
    real estate investment trusts;
 
    
    broker-dealers;
 
    
    traders that elect to use a mark-to-market method of accounting;
 
    
    US expatriates;
 
    
    tax-exempt entities;
 
    
    persons liable for alternative minimum tax;
 
    
    persons holding ordinary shares as part of a straddle, hedging, conversion or
integrated transaction;
 
    
    persons that actually or constructively own 10% 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; or
 
    
    partnerships or other pass-through entities, or persons holding ordinary shares
through such entities.
  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.
  
    
    an individual who is a citizen or resident of the United States;
  98




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
    
    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.
  Dividends and Other Distributions
     99




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Dispositions
  Passive Foreign Investment Company
   
    
    at least 75% of its gross income for such year is passive income; or
 
    
    at least 50% 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).
    
    
    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
  100




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
    
    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.
       101




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Information Reporting and Backup Withholding
   Additional Reporting Requirements
  F. Dividends and Paying Agents
  G. Statements by Experts
  H. Documents on Display
 www.sec.gov
 I. Subsidiary Information
   102




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ITEM 11.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Credit Risk.
 Foreign Exchange Risk.
  Interest Rate Risk.
  103




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##### Table of Contents



ITEM 12.
    
    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
  
 ITEM 13.
    
    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
  
 ITEM 14.
    
    MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
 A.  D. Material Modifications to the Rights of Security Holders
  E. Use of Proceeds
 Initial public offering in August 2010
    Follow-on public offering in June 2011
     104




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ITEM 15.
    
    CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   Managements Report on Internal Control over Financial Reporting and Attestation Report of
the Registered Public Accounting Firm
  Changes in Internal Control over Financial Reporting
  
 ITEM 16A.
    
    AUDIT COMMITTEE FINANCIAL EXPERT
  
 ITEM 16B.
    
    CODE OF ETHICS
   105




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ITEM 16C.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    Fiscal2009
    
    
    2010
    
    
    2011Audit fees (audit and review of financial statements)
    
    $
    36,838
    
    
    $
    102,631
    
    
    $
    195,947Audit-related fees (including fees related to the offerings and other miscellaneous audit-related certifications)
    
    
    
    
    
    
    
    
    
    
    365,272Tax fees (tax audit, other certifications and tax advisory services)
    
    
    43,254
    
    
    
    82,300
    
    
    
    76,568All other fees (advisory services)
    
    
    
    
    
    
    
    
    
    
    56,598Total
    
    $
    80,092
    
    
    $
    184,931
    
    
    $
    694,385
 Audit Committee Pre-approval Process
 de minimus
 
 ITEM 16D.
    
    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
  
 ITEM 16E.
    
    PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
  
 ITEM 16F.
    
    CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
  
 ITEM 16G.
    
    CORPORATE GOVERNANCE
  
    
    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 audit committee to consist of less
than three members, in lieu of complying with Rule 5605(c)(2)(A) of the Nasdaq Rules
that requires that each company have an audit committee of at least three members. We
currently have an audit committee that consists of two members.
  106




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
    
    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.
    107




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PART II
 
 ITEM 17.
    
    FINANCIAL STATEMENTS
  
 ITEM 18.
    
    FINANCIAL STATEMENTS
  
    
    Report of Independent Registered Public Accounting Firm.
 
    
    Consolidated Statements of Financial Position as of March 31, 2010 and 2011.
 
    
    Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31,
2009, 2010 and 2011.
 
    
    Consolidated Statements of Changes in Equity (Deficit) for the years ended March 31,
2009, 2010 and 2011.
 
    
    Consolidated Statements of Cash Flows for the years ended March 31, 2009, 2010 and
2011.
 
    
    Notes to the Consolidated Financial Statements.
 
 ITEM 19.
    
    EXHIBITS
  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).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).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
    
    
    Third Amended and Restated Shareholders Agreement dated May 20, 2008 by and among the
shareholders named therein and our company (Incorporated by reference to Exhibit 10.2 to the
Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26,
2010).4.4
    
    
    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).4.5
    
    
    Subscriber Agreement dated February 4, 2009 (effective as of February 1, 2009), by and
between MMT India and Amadeus India Pvt. Ltd., or Amadeus (Incorporated by reference to
Exhibit 10.4 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with the
SEC on July 26, 2010).4.6
    
    
    Amendment Agreement to the Subscriber Agreement dated February 27, 2009 (effective as of
March 1, 2009) by and between MMT India and Amadeus (Incorporated by reference to Exhibit
10.4.2 to the Registration Statement on Form F-1 (File No. 333-172572) as filed with the SEC
on March 2, 2011).
  108




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4.7
    
    
    Second Amendment to the Subscriber Agreement and Amendment Agreement dated December 28, 2010
(effective as of August 1, 2010) by and between MMT India and Amadeus (Incorporated by
reference to Exhibit 10.4.3 to the Registration Statement on Form F-1 (File No. 333-172572) as
filed with the SEC on March 2, 2011).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 Daksh Business Process Services Private Limited, or IBM Daksh (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 Daksh, 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 Daksh (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 Daksh (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).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 Daksh (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 Daksh (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 Daksh (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 Daksh (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 Daksh (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
    
    
    Services Agreement, or the Tecnovate Services Agreement, dated March 25, 2009 by and between
MMT India and Tecnovate eSolutions Private Limited, or Tecnovate (Incorporated by reference to
Exhibit 10.7.1 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with
the SEC on July 26, 2010).
  109




---



##### Table of Contents



4.19
    
    
    Amendment to the Tecnovate Services Agreement dated June 4, 2010 (effective as of March 24,
2010) by and between MMT India and Tecnovate (Incorporated by reference to Exhibit 10.7.2 to
the Registration Statement on Form F-1 (File No. 333-168315) as filed with the SEC on July 26,
2010).4.20
    
    
    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).4.21
    
    
    Lease deed for Plot Number 103, Udyog Vihar, Phase 1, Gurgaon, Haryana 122016, India dated
October 25, 2007 (Incorporated by reference to Exhibit 10.9 to the Registration Statement on
Form F-1 (File No. 333-168315) as filed with the SEC on July 26, 2010).4.22
    
    
    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).4.23
    
    
    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).4.24
    
    
    Form of director and executive officer indemnification agreement (Incorporated by reference
to Exhibit 10.11 to the Registration Statement on Form F-1 (File No. 333-168315) as filed with
the SEC on July 26, 2010).8.1
    **
    
    List of 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 2002.15.1
    **
    
    Consent of Independent Registered Public Accounting Firm.
 
 **
    
    Filed herewith  110




---



##### Table of Contents



SIGNATURES
   MAKEMYTRIP LIMITEDBy:
    /s/ Deep KalraName:
    Deep KalraTitle:
    Group Chairman and Group Chief Executive Officer  111




---



##### Table of Contents



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS  PageReport of Independent Registered Public
    Accounting Firm


F-2Consolidated Statements of Financial Position as
    of March 31, 2010 and 2011


F-3Consolidated Statements of Comprehensive Income
    (Loss) for the years ended March 31, 2009, 2010 and 2011


F-4Consolidated Statements of Changes in Equity
    (Deficit) for the years ended March 31, 2009, 2010 and
    2011


F-5Consolidated Statements of Cash Flows for the
    years ended March 31, 2009, 2010 and 2011


F-8Notes to the Consolidated Financial Statements


F-9  F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm               F-2




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  CONSOLIDATED
    STATEMENTS OF FINANCIAL POSITION
  As at March 31Note

2010

2011(in USD)AssetsProperty, plant and equipment


13



3,748,180



3,762,598Intangible assets


14



2,024,059



2,796,840Trade and other receivables, net


16



413,488



600,067Term deposits


18



1,295,489



706,873Other non-current assets


20



124,126



219,021Deferred tax assets


15







2,924,308Total non-current assets






7,605,342



11,009,707Current tax assets






942,543



3,855,431Trade and other receivables, net


16



12,036,039



12,257,102Term deposits


18



13,175,915



16,235,047Other current assets


19



7,532,087



17,852,029Cash and cash equivalents


17



9,341,526



51,730,321Total current assets






43,028,110



101,929,930Total assets






50,633,452



112,939,637Equity (Deficit)Share capital


21



8,767



17,546Share premium


21



11,356,522



111,541,661Accumulated deficit






(42,510,416
)


(38,024,060
)Share based payment reserve






7,061,910



3,914,844Foreign currency translation reserve


21



(872,218
)


(1,174,111
)Total equity (deficit) attributable to equity holders of the
    Company






(24,955,435
)


76,275,880Non-controlling interest


22



4,390



Total equity (deficit)






(24,951,045
)


76,275,880LiabilitiesLoans and borrowings


24



132,103



148,923Employee benefits


27



437,444



667,050Deferred income


30



1,852,679



Derivatives instruments






48,382



Other non-current liabilities


26



447,295



503,320Total non-current liabilities






2,917,903



1,319,293Bank overdraft


17



3,996,066



3,855,977Loans and borrowings


24



40,834,795



60,634Trade and other payables


29



26,467,047



29,694,702Deferred income


30



814,516



26,533Other current liabilities


25



554,170



1,706,618Total current liabilities






72,666,594



35,344,464Total liabilities






75,584,497



36,663,757Total equity and liabilities






50,633,452



112,939,637    F-3




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##### Table of Contents



MAKEMYTRIP
    LIMITED
  CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
  For the Year Ended
    March 31Note

2009

2010

2011(in USD)RevenueAir ticketing






19,225,095



32,119,488



47,622,719Hotels and packages






48,622,765



50,287,896



74,557,976Other revenue


7



703,841



1,152,822



2,540,692Total revenue






68,551,701



83,560,206



124,721,387Service costProcurement cost of hotel and packages services






43,069,188



42,292,226



63,650,910Purchase of air tickets coupon






491,780



985,482



Personnel expenses


8



9,679,770



16,562,034



14,399,040Other operating expenses


9



24,369,906



28,160,506



40,698,895Depreciation and amortization


10



1,558,687



1,569,747



1,910,637Result from operating activities






(10,617,630
)


(6,009,789
)


4,061,905Finance income


11



6,293,731



1,874,177



1,601,750Finance costs


11



3,049,608



2,062,947



3,525,685Net finance income (costs)






3,244,123



(188,770
)


(1,923,935
)Profit (Loss) before tax






(7,373,507
)


(6,198,559
)


2,137,970Income tax benefit (expense)


12



25,291



(8,428
)


2,691,721Profit (Loss) for the year






(7,348,216
)


(6,206,987
)


4,829,691Other comprehensive income (loss)Foreign currency translation differences on foreign operations


11



(3,122,321
)


1,651,468



(301,952
)Defined benefit plan actuarial losses






89,624



(14,431
)


(73,356
)Income tax benefit (expense) on other comprehensive income (loss)






(30,463
)


5,590



24,514Other comprehensive income (loss) for the year, net of tax






(3,063,160
)


1,642,627



(350,794
)Total comprehensive income (loss) for the year






(10,411,376
)


(4,564,360
)


4,478,897Profit (Loss) attributable to:Owners of the Company






(7,346,033
)


(6,206,239
)


4,827,471Non-controlling interest






(2,183
)


(748
)


2,220Profit (Loss) for the year






(7,348,216
)


(6,206,987
)


4,829,691Total comprehensive income (loss) attributable to:Owners of the Company






(10,408,580
)


(4,563,894
)


4,476,742Non-controlling interest






(2,796
)


(466
)


2,155Total comprehensive income (loss) for the year






(10,411,376
)


(4,564,360
)


4,478,897Earnings (Loss) per shareBasic


23



(0.42
)


(0.35
)


0.17Diluted


23



(0.55
)


(0.35
)


0.15Pro forma earnings (loss) per share (unaudited)Basic


23



(0.38
)


(0.18
)


0.16Diluted


23



(0.38
)


(0.18
)


0.15    F-4




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  CONSOLIDATED
    STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
  Attributable to Equity Holders
    of the CompanyForeignShare Based

Currency



Non-Share

Share

Accumulated

Payment

Translation



controlling

TotalCapital

Premium

Deficit

Reserve

Reserve

Total

Interest

Deficit(in USD)Balance as at April 1, 2008


8,714



10,816,307



(29,008,454
)


340,495



598,294



(17,244,644
)


3,140



(17,241,504
)Total comprehensive income (loss) for the yearLoss for the year










(7,346,033
)










(7,346,033
)


(2,183
)


(7,348,216
)Other comprehensive income (loss)Foreign currency translation differences


















(3,121,696
)


(3,121,696
)


(625
)


(3,122,321
)Defined benefit plan actuarial gains (losses), net of tax










59,149











59,149



12



59,161Total other comprehensive income (loss)










59,149







(3,121,696
)


(3,062,547
)


(613
)


(3,063,160
)Total comprehensive income (loss) for the year










(7,286,884
)






(3,121,696
)


(10,408,580
)


(2,796
)


(10,411,376
)Transactions with owners, recorded directly in equityContributions by ownersShare-based payment














415,704







415,704







415,704Total contributions by owners














415,704







415,704







415,704Transactions with non-owners, recorded directly in equityContributions by non-ownersIssue of ordinary shares by a subsidiary on exercise of share
    options


























3,717



3,717Total contributions by non-owners


























3,717



3,717Balance as at March 31, 2009


8,714



10,816,307



(36,295,338
)


756,199



(2,523,402
)


(27,237,520
)


4,061



(27,233,459
)   F-5




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  CONSOLIDATED
    STATEMENTS OF CHANGES IN EQUITY (DEFICIT) 
    (Continued)
  Attributable to Equity Holders
    of the CompanyForeignShare Based

Currency



Non-Share

Share

Accumulated

Payment

Translation



controlling

TotalCapital

Premium

Deficit

Reserve

Reserve

Total

Interest

Deficit(in USD)Balance as at April 1, 2009


8,714



10,816,307



(36,295,338
)


756,199



(2,523,402
)


(27,237,520
)


4,061



(27,233,459
)Total comprehensive income (loss) for the yearLoss for the year










(6,206,239
)










(6,206,239
)


(748
)


(6,206,987
)Other comprehensive income (loss)Foreign currency translation differences


















1,651,184



1,651,184



284



1,651,468Defined benefit plan actuarial gains (losses), net of tax










(8,839
)










(8,839
)


(2
)


(8,841
)Total other comprehensive income (loss)










(8,839
)






1,651,184



1,642,345



282



1,642,627Total comprehensive income (loss) for the year










(6,215,078
)






1,651,184



(4,563,894
)


(466
)


(4,564,360
)Transactions with owners, recorded directly in equityContributions by ownersShare-based payment














6,771,376







6,771,376







6,771,376Issue of ordinary shares on exercise of share options


53



540,215







(465,665
)






74,603







74,603Total contributions by owners


53



540,215







6,305,711







6,845,979







6,845,979Transactions with non-owners, recorded directly in equityContributions by non-ownersIssue of ordinary shares by a subsidiary on exercise of share
    options


























795



795Total contributions by non-owners


























795



795Balance as at March 31, 2010


8,767



11,356,522



(42,510,416
)


7,061,910



(872,218
)


(24,955,435
)


4,390



(24,951,045
)     F-6




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  CONSOLIDATED
    STATEMENTS OF CHANGES IN EQUITY (DEFICIT) 
    (Continued)
  Attributable to Equity Holders
    of the CompanyForeignShare Based

Currency



Non-Share

Share

Accumulated

Payment

Translation



controlling

Total EquityCapital

Premium

Deficit

Reserve

Reserve

Total

Interest

(Deficit)(in USD)Balance as at April 1, 2010


8,767



11,356,522



(42,510,416
)


7,061,910



(872,218
)


(24,955,435
)


4,390



(24,951,045
)Total comprehensive income (loss) for the yearProfit for the year










4,827,471











4,827,471



2,220



4,829,691Other comprehensive income (loss)Foreign currency translation differences


















(301,893
)


(301,893
)


(59
)


(301,952
)Defined benefit plan actuarial gains (losses), net of tax










(48,836
)










(48,836
)


(6
)


(48,842
)Total other comprehensive income (loss)










(48,836
)






(301,893
)


(350,729
)


(65
)


(350,794
)Total comprehensive income (loss) for the year










4,778,635







(301,893
)


4,476,742



2,155



4,478,897Transactions with owners, recorded directly in equityContributions by ownersShare-based payment














527,285







527,285







527,285Issue of ordinary shares on exercise of share options


540



4,965,951







(3,648,035
)






1,318,456







1,318,456Transfer to accumulated deficit on expiry of share options










26,316



(26,316
)














Convertible and redeemable preference shares converted to
    ordinary shares at initial public offering


6,162



41,179,783















41,185,945







41,185,945Issue of ordinary shares through initial public offering, net of
    issuance costs


2,077



54,039,405















54,041,482







54,041,482Total contributions by owners


8,779



100,185,139



26,316



(3,147,066
)






97,073,168







97,073,168Changes in ownership interests in subsidiaries that do not
    result in a loss of controlAcquisition of non-controlling interest










(318,595
)










(318,595
)


(6,545
)


(325,140
)Total changes in ownership interest in subsidiaries










(318,595
)










(318,595
)


(6,545
)


(325,140
)Total transactions with owners


8,779



100,185,139



(292,279
)


(3,147,066
)






96,754,573



(6,545
)


96,748,028Balance as at March 31, 2011


17,546



111,541,661



(38,024,060
)


3,914,844



(1,174,111
)


76,275,880







76,275,880    F-7




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Year Ended
    March 312009

2010

2011(in USD)Cash flows from operating activitiesProfit (Loss) for the year


(7,348,216
)


(6,206,987
)


4,829,691Adjustments for:Depreciation


925,612



908,844



1,114,958Amortisation of intangible assets


633,075



660,903



795,679Loss on disposal of intangible assets


5,087







2,930Net loss on disposal of property, plant and equipment


232,445



25,501



80,563Net finance (income) costs


(3,244,123
)


188,770



1,923,935Share based payment


415,704



6,771,376



527,285Income tax expense (benefit)


5,172



2,838



(2,691,721
)Change in inventories


(849,207
)


820,830



Change in trade and other receivables


2,357,064



(5,441,867
)


(2,286,381
)Change in other current assets


(1,443,180
)


(3,062,608
)


(10,253,524
)Change in trade and other payables


3,863,901



10,642,283



4,018,445Change in employee benefits


11,053



98,692



180,601Change in deferred income


1,382,096



(622,769
)


(2,595,886
)Change in other non-current assets


17,167



49,375



(94,512
)Change in other current liabilities


78,603



192,135



1,142,508Change in other non-current liabilities


81,842



116,303



57,884Income tax (paid) refund


(272,149
)


87,682



(3,084,612
)Net cash from (used in) operating activities


(3,148,054
)


5,231,301



(6,332,157
)Cash flows from investing activitiesInterest received


591,492



892,861



2,289,667Proceeds from sale of property, plant and equipment


42,663



11,630



41,936Proceeds from sale of investments


7,793,357







Investment in term deposits (net)


(11,492,348
)


3,653,559



(2,519,501
)Acquisition of property, plant and equipment


(636,979
)


(653,776
)


(1,272,495
)Acquisition of other investments


(7,800,937
)






Acquisition of intangible assets


(307,617
)


(452,544
)


(1,573,886
)Net cash from (used in) investing activities


(11,810,369
)


3,451,730



(3,034,279
)Cash flows from financing activitiesProceeds from issue of convertible and redeemable preference
    shares


15,000,174







Proceeds from issuance of shares on exercise of share options


3,717



75,398



1,318,456Direct cost incurred in relation to intial public offering










(6,198,945
)Proceeds from issuance of ordinary shares through intial public
    offering










58,153,844Acquisition of non-controlling interests










(325,140
)Proceeds from (repayment) of secured bank loans


(5,677
)


104,935



64,605Payment of finance lease liabilities


(47,651
)


(73,453
)


(61,162
)Interest paid


(630,789
)


(316,923
)


(588,299
)Net cash from (used in) financing activities


14,319,774



(210,043
)


52,363,359Increase (Decrease) in cash and cash equivalents


(638,649
)


8,472,988



42,996,923Cash and cash equivalents at beginning of the year


(2,403,039
)


(2,442,385
)


5,345,460Effect of exchange rate fluctuations on cash held


599,303



(685,143
)


(468,039
)Cash and cash equivalents at end of the year


(2,442,385
)


5,345,460



47,874,344Supplementary informationAdditions to property, plant and equipment represented by
    finance lease obligations


34,525



78,809



     F-8




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
  1)
    REPORTING
    ENTITY        
    effect a
    20-for-one
    split of the Companys share capital on July 22, 2010
    pursuant to which each ordinary share, Series A convertible
    and redeemable preference share, Series B convertible and
    redeemable preference share and Series C convertible and
    redeemable preference share of the Company was subdivided into
    20 shares at a par value of USD 0.0005 per share.
    adjust on July 22, 2010, ordinary shares of a par value of
    USD 0.01 each reserved under the MakeMyTrip.com Equity
    Option Plan for delivery in connection with the grant or vesting
    to ordinary shares of a par value of USD 0.0005 each, to
    reflect the subdivision of the Companys ordinary shares
    approved by the shareholders of the Company.        2)
    BASIS OF
    PREPARATION  (a)  Statement
    of Compliance
     F-9




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (b)  Basis
    of Measurement
    
    derivative financial instruments are measured at fair value;
    share-based payments are valued using the Black Scholes
    valuation model at the date the options are granted;
    long term interest free security deposits are measured at fair
    value; and
    the defined benefit asset is recognised as the net total of the
    plan assets, plus unrecognised past service cost and
    unrecognised actuarial losses, less unrecognised actuarial gains
    and the present value of the defined benefit obligation.  (c)  Functional
    and Presentation Currency
      (d)  Use
    of Estimates and Judgements
         Note 3(d) and 13

Property, plant and equipment Note 3(e) and 14

Useful life of intangible assets Note 3(h) and 27

Employee benefit plans Note 3(n) and 12

Income taxes Note 3(i) and 33

Provisions and contingent liabilities Note 3(c)(iv) and (v)

Valuation of derivatives Note 3(h)(v) and 28

Share based payment      Note 3(n) and 12

Utilization of tax losses Note 3(h) and 27

Measurement of defined benefit obligations  F-10




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3)
    SIGNIFICANT
    ACCOUNTING POLICIES    (a)  Basis
    of Consolidation
  i)  Subsidiaries
    ii)  Transactions
    Eliminated on Consolidation
    (b)  Foreign
    Currency
  i)  Foreign
    Currency Transactions
    ii)  Foreign
    Operations
      (c)  Financial
    Instruments
  i)  Non-Derivative
    Financial assets
     F-11




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Trade and
    other Receivables
        Available-for-sale
    Financial Assets
  Available-for-sale available-for-sale
  Term
    Deposits
    ii)  Non
    Derivative Financial Liabilities
         F-12




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    iii)  Share
    Capital
  Ordinary
    shares
    iv)  Compound
    Financial Instruments
            v)  Separable
    Embedded Derivatives
   F-13




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (d)  Property,
    Plant and Equipment
  i)  Recognition
    and Measurement
            ii)  Subsequent
    Costs
  day-to-day
  iii)  Depreciation
         Computers

5 years Furniture and fixtures

6 years Office equipments

7 years Motor vehicles

7 years Diesel generator sets

7 years
       (e)  Intangible
    Assets
  i)  Website
    Development Cost
   F-14




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          ii)  Other
    Intangible Assets
    iii)  Subsequent
    Expenditure
    iv)  Amortization
         Website development costs

5 years Software

5 years
     (f)  Inventories
    (g)  Impairment
  i)  Financial
    assets (Including Receivables)
     F-15




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      available-for-sale
  ii)  Non-Financial
    Assets
            (h)  Employee
    Benefit Plans
  i)  Defined
    Contribution Plans
    ii)  Defined
    Benefit Plans
   F-16




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      iii)  Other
    Long-term Employee Benefits
      iv)  Short-term
    Employee Benefits
    v)  Share
    Based Payment
      (i)  Provisions
    and Contingent Liabilities
   F-17




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (j)  Revenue
              (k)  Advertisement
    and Business Promotion costs
   F-18




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (l)  Leasing
    Arrangements as a Lessee
  Accounting
    for Finance Leases
      Accounting
    for Operating Leases
    (m)  Finance
    Income and Expenses
  available-for-sale available-for-sale
      (n)
    Income
    Taxes       F-19




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (o)
    Earning
    (Loss) Per Share    (p)
    Operating
    Segment                  (q)
    New
    Accounting Standards and Interpretations not yet
    Adopted  Financial Instruments Financial
    Instruments: Recognition and Measurement
 F-20




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Improvements to IFRS- In May 2010 Improvements to IFRSs 2010
  IAS 24, Related Party Disclosure (revised 2009),
  4)
    DETERMINATION
    OF FAIR VALUES    (a)
    Non
    Derivative Financial Liabilities    (b)
    Share
    Based Payment Transactions    (c)
    Trade
    and other Receivables    (d)
    Separable
    Embedded Derivative   F-21




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5)
    FINANCIAL
    RISK MANAGEMENT  Overview
    Liquidity
    Risk
      Credit
    Risk
      Foreign
    Currency Risk
        Interest
    Rate Risk
   F-22




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Market
    and Operational Risk
        6)
    OPERATING
    SEGMENTS      1.
    Air ticketing: Primarily through an internet based platform,
    provides the facility to book international and domestic air
    tickets.2.
    Hotels and packages: Through an internet based platform,
    call-centers and branch offices, provides holiday packages and
    hotel reservations.       F-23




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Information
    About Reportable Segments Reclassification:
  For the Year Ended
    March 31Air Ticketing

Hotels and Packages

Others

TotalParticulars

2009

2010

2011

2009

2010

2011

2009

2010

2011

2009

2010

2011(in USD)External revenues


19,225,095



32,119,488



47,622,719



48,622,765



50,287,896



74,557,976



703,841



1,152,822



2,540,692



68,551,701



83,560,206



124,721,387Total segment revenue


19,225,095



32,119,488



47,622,719



48,622,765



50,287,896



74,557,976



703,841



1,152,822



2,540,692



68,551,701



83,560,206



124,721,387Service cost


491,780



985,482







43,069,188



42,292,226



63,650,910















43,560,968



43,277,708



63,650,910Segment revenue less service cost


18,733,315



31,134,006



47,622,719



5,553,577



7,995,670



10,907,066



703,841



1,152,822



2,540,692



24,990,733



40,282,498



61,070,477Personnel expenses






































(9,679,770
)


(16,562,034
)


(14,399,040
)Other operating expenses






































(24,369,906
)


(28,160,506
)


(40,698,895
)Depreciation and amortization






































(1,558,687
)


(1,569,747
)


(1,910,637
)Finance income






































6,293,731



1,874,177



1,601,750Finance costs






































(3,049,608
)


(2,062,947
)


(3,525,685
)Profit (Loss) before tax






































(7,373,507
)


(6,198,559
)


2,137,970     Geographical
    Information:
    Revenue

Non-Current AssetsFor the Year Ended 31
    March

As at March 31Particulars

2009

2010

2011

2010

2011(in USD)India


64,106,701



79,173,117



115,753,388



6,916,378



10,319,570United States


4,445,000



4,387,089



8,967,999



688,964



690,137Total


68,551,701



83,560,206



124,721,387



7,605,342



11,009,707   Major
    Customers:
   F-24




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7)
    OTHER
    REVENUE  For the Year Ended
    March 31Particulars

2009

2010

2011(in USD)Advertising revenue


159,352



372,442



578,284Facilitation fee


408,113



448,617



902,843Commission on rail and bus reservation


12,446



187,435



868,927Miscellaneous


123,930



144,328



190,638Total


703,841



1,152,822



2,540,692   8)
    PERSONNEL
    EXPENSES  For the Year Ended
    March 31Particulars

2009

2010

2011(in USD)Wages, salaries and other short term employees benefits


7,687,622



8,288,755



11,548,649Contributions to defined contribution plans


427,332



401,687



631,670Expenses related to defined benefit plans


55,860



58,730



176,957Equity settled share based payments


415,704



6,771,376



527,285Employee welfare expenses


1,093,252



1,041,486



1,514,479Total


9,679,770



16,562,034



14,399,040   9)
    OTHER
    OPERATING EXPENSES  For the Year Ended
    March 31Particulars

2009

2010

2011(in USD)Traveling and conveyance


1,130,702



1,222,138



2,206,550Advertising and business promotion


8,732,620



9,674,728



12,488,906Communication


1,346,422



1,275,778



1,905,389Repairs and maintenance


747,893



815,736



802,288Rent


1,314,937



1,244,798



1,394,969Legal and professional


812,091



1,004,049



1,410,972Payment gateway and other charges


4,493,784



6,143,714



9,886,444Website hosting charges


228,212



183,079



377,183Net loss on disposal of property, plant and equipment


232,445



25,501



80,563Loss on disposal of intangible assets


5,087







2,930Outsourcing fees


3,109,412



4,293,491



7,007,793Miscellaneous expenses


2,216,301



2,277,494



3,134,908Total


24,369,906



28,160,506



40,698,895  F-25




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10)
    DEPRECIATION
    AND AMORTIZATION  For the Year Ended
    March 31Particulars

2009

2010

2011(in USD)Depreciation


925,612



908,844



1,114,958Amortization


633,075



660,903



795,679Total


1,558,687



1,569,747



1,910,637   11)
    FINANCE
    INCOME AND COSTS  For the Year Ended
    March 31Particulars

2009

2010

2011(in USD)Recognized in profit or lossInterest income on term deposits


1,233,928



1,503,574



1,257,601Net foreign exchange gain










257,031Net gain on change in fair value of separable embedded
    derivative financial instruments


4,984,590



253,212



48,382Other interest income


75,213



117,391



38,736Finance income


6,293,731



1,874,177



1,601,750Interest expense on financial liabilities measured at amortised
    cost


1,555,887



1,346,896



711,439IPO cost related to listing of existing shares










2,086,583Net foreign exchange loss


360,037



582,402



Impairment loss on trade and other receivables


1,042,401



37,943



424,512Net loss on disposal of
    available-for-sale
    financial assets


7,580







Other finance charges


83,703



95,706



303,151Finance costs


3,049,608



2,062,947



3,525,685Net finance income (costs) recognized in profit or loss


3,244,123



(188,770
)


(1,923,935
)Recognized in other comprehensive incomeForeign currency translation differences on foreign operations


(3,122,321
)


1,651,468



(301,952
)Finance income (cost) recognised in other comprehensive
    income


(3,122,321
)


1,651,468



(301,952
)Attributable to:Equity holders of the Company


(3,121,696
)


1,651,184



(301,893
)Non-controlling interest


(625
)


284



(59
)Finance income (cost) recognised in other comprehensive
    income


(3,122,321
)


1,651,468



(301,952
)  F-26




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12)
    INCOME
    TAX BENEFIT (EXPENSE)  Income
    Tax Recognized in Profit or Loss
  For the Year Ended
    March 31Particulars

2009

2010

2011(in USD)Current tax expenseCurrent period


(5,172
)


(2,838
)


(174,950
)Current tax expense


(5,172
)


(2,838
)


(174,950
)Deferred tax benefit (expense)Origination and reversal of temporary differences


376,330



(990,884
)


1,871,990Change in unrecognized deductible temporary differences






1,976,413



(368,244
)Utilization of previously unrecognised tax losses






(938,356
)


(1,353,311
)Recognition of previously unrecognized tax losses










2,716,235Reversal of previously recognized tax losses


(345,867
)


(52,763
)


Deferred tax benefit (expense)


30,463



(5,590
)


2,866,671Total income tax benefit (expense)


25,291



(8,428
)


2,691,721   Income
    Tax Recognized in Other Comprehensive Income
  For the Year Ended
    March 312009

2010

2011Tax





Tax





Tax(Expense)





(Expense)





(Expense)Particulars

Before tax

Benefit

Net of Tax

Before Tax

Benefit

Net of Tax

Before tax

Benefit

Net of TaxForeign currency translation differences on foreign operations


(3,122,321
)






(3,122,321
)


1,651,468







1,651,468



(301,952
)






(301,952
)Defined benefit plan actuarial gains (losses)


89,624



(30,463
)


59,161



(14,431
)


5,590



(8,841
)


(73,356
)


24,514



(48,842
)Total


(3,032,697
)


(30,463
)


(3,063,160
)


1,637,037



5,590



1,642,627



(375,308
)


24,514



(350,794
)  F-27




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Reconciliation
    of Effective Tax Rate
  For the Year Ended
    March 31Particulars

2009

2010

2011Profit (Loss) for the year






(7,348,216
)






(6,206,987
)






4,829,691Income tax benefit (expense)






25,291







(8,428
)






2,691,721Profit (Loss) before tax






(7,373,507
)






(6,198,559
)






2,137,970Income tax benefit (expense) using the Companys domestic
    tax rate


(15.00)%



1,106,026



(15.00)%



929,784



(15.00)%



(320,696
)Effect of tax rates in foreign jurisdictions


(29.70)%



2,190,024



(12.81)%



794,323



(43.55)%



(931,079
)Non deductible expenses


5.07%



(373,538
)


10.85%



(672,612
)


(0.43)%



(9,253
)Tax exempt income


(10.16)%



749,060



(0.61)%



37,985



0.00%



Recognition of previously unrecognized tax losses


0.00%







0.00%







127.05%



2,716,235Utilization of previously unrecognised tax losses


0.00%







(15.14)%



938,356



63.30%



1,353,311Reversal of previously recognized tax losses


4.69%



(345,867
)


0.85%



(52,763
)


0.00%



Current year losses for which no deferred tax asset was
    recognized


44.59%



(3,287,715
)


0.06%



(3,918
)


(21.54)%



(460,527
)Change in unrecognised temporary differences


0.00%







31.89%



(1,976,413
)


17.22%



368,244Others


0.17%



(12,699
)


0.05%



(3,170
)


(1.15)%



(24,514
)(0.34)%



25,291



0.14%



(8,428
)


125.90%



2,691,721   13)
    PROPERTY,
    PLANT AND EQUIPMENT  Diesel

CapitalFurniture

Office

Motor

Leasehold

Generator

WorkParticulars

Computers

and Fixtures

Equipment

Vehicles

Improvements

Sets

in Progress

Total(in USD)CostBalance as at April 1, 2009


1,789,473



457,416



1,091,689



219,515



1,305,016



126,538



5,582



4,995,229Additions


401,321



802



34,334



199,575



73,895



1,084



21,574



732,585Disposals


(948
)






(1,678
)


(40,046
)


(16,730
)










(59,402
)Effect of movements in foreign exchange rates


290,518



68,227



153,704



42,421



198,487



18,978



2,135



774,470Balance as at March 31, 2010


2,480,364



526,445



1,278,049



421,465



1,560,668



146,600



29,291



6,442,882 F-28




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Diesel

CapitalFurniture

Office

Motor

Leasehold

Generator

WorkParticulars

Computers

and Fixtures

Equipment

Vehicles

Improvements

Sets

in Progress

Total(in USD)Balance as at April 1, 2010


2,480,364



526,445



1,278,049



421,465



1,560,668



146,600



29,291



6,442,882Additions


804,404



21,003



197,018



140,067



130,865



7,933



(28,795
)


1,272,495Disposals


(112,424
)






(114,727
)


(139,358
)






(3,111
)






(369,620
)Effect of movements in foreign exchange rates


(6,032
)


(2,721
)


(5,943
)


(2,366
)


(7,299
)


(771
)


(496
)


(25,628
)Balance as at March 31, 2011


3,166,312



544,727



1,354,397



419,808



1,684,234



150,651







7,320,129Depreciation and impairment lossBalance as at April 1, 2009


662,678



146,200



362,464



81,623



252,398



28,409







1,533,772Depreciation for the year


399,359



79,896



167,864



49,751



192,303



19,671







908,844Disposals


(237
)






(770
)


(18,132
)


(3,131
)










(22,270
)Effect of movements in foreign exchange rates


122,743



26,641



56,317



14,104



49,122



5,429







274,356Balance as at March 31, 2010


1,184,543



252,737



585,875



127,346



490,692



53,509







2,694,702Balance as at April 1, 2010


1,184,543



252,737



585,875



127,346



490,692



53,509







2,694,702Depreciation for the year


543,205



85,728



190,252



58,762



215,696



21,315







1,114,958Disposals


(108,184
)






(77,302
)


(60,695
)






(940
)






(247,121
)Effect of movements in foreign exchange rates


(1,696
)


(443
)


(1,764
)


(741
)


(295
)


(69
)






(5,008
)Balance as at March 31, 2011


1,617,868



338,022



697,061



124,672



706,093



73,815







3,557,531Carrying amountsAs at April 1, 2009


1,126,795



311,216



729,225



137,892



1,052,618



98,129



5,582



3,461,457As at March 31, 2010


1,295,821



273,708



692,174



294,119



1,069,976



93,091



29,291



3,748,180As at April 1, 2010


1,295,821



273,708



692,174



294,119



1,069,976



93,091



29,291



3,748,180As at March 31, 2011


1,548,444



206,705



657,336



295,136



978,141



76,836







3,762,598  F-29




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   14)
    INTANGIBLE
    ASSETS  WebsiteDevelopment



Capital WorkParticulars

Cost

Software

in
    progress

Total(in USD)CostBalance as at April 1, 2009


2,164,383



788,617







2,953,000Additions






452,544







452,544Effect of movements in foreign exchange rates


323,479



136,044







459,523Balance as at March 31, 2010


2,487,862



1,377,205







3,865,067Balance as at April 1, 2010


2,487,862



1,377,205







3,865,067Additions


338,422



866,582



368,882



1,573,886Disposals






(17,945
)






(17,945
)Effect of movements in foreign exchange rates


(10,148
)


2,301



4,227



(3,620
)Balance as at March 31, 2011


2,816,136



2,228,143



373,109



5,417,388AmortizationBalance as at April 1, 2009


722,894



275,825







998,719Amortization for the year


475,825



185,078







660,903Effect of movements in foreign exchange rates


136,713



44,673







181,386Balance as at March 31, 2010


1,335,432



505,576







1,841,008Balance as at April 1, 2010


1,335,432



505,576







1,841,008Amortization for the year


506,101



289,578







795,679Disposals






(15,015
)






(15,015
)Effect of movements in foreign exchange rates


(1,730
)


606







(1,124
)Balance as at March 31, 2011


1,839,803



780,745







2,620,548Carrying amountsAs at April 1, 2009


1,441,489



512,792







1,954,281As at March 31, 2010


1,152,430



871,629







2,024,059As at April 1, 2010


1,152,430



871,629







2,024,059As at March 31, 2011


976,333



1,447,398



373,109



2,796,840  F-30




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15)
    TAX
    ASSETS AND LIABILITIES  Unrecognized
    Deferred Tax Assets
    As at March 31Particulars

2010

2011(in USD)Deductible temporary differences


2,095,516



1,597,623Tax loss carry forwards


11,049,305



6,621,611Total


13,144,821



8,219,234     Indian Subsidiary

US SubsidiaryLoss for the
    Period

Tax
    Losses

Expire
    on

Tax
    Losses

Expire
    on(in USD)Loss for the year
    2004-2005








31,032


2025Loss for the year
    2007-2008


2,819,707


2016


355,457


2028Loss for the year
    2008-2009


2,376,061


2017


193,615


2029Unabsorbed depreciation


845,739


No expiry





Total


6,041,507





580,104    F-31




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Recognized
    Deferred Tax Assets and Liabilities
    As at March 31Assets

Liabilities

NetParticulars

2010

2011

2010

2011

2010

2011(in USD)Property, plant and equipment










(96,540
)


(39,517
)


(96,540
)


(39,517
)Intangible assets










(483,058
)


(439,664
)


(483,058
)


(439,664
)Trade and other receivables


80,636















80,636



Other non-current assets










(41,232
)


(71,061
)


(41,232
)


(71,061
)Other current assets


52,305



90,750











52,305



90,750Employee benefits


143,654



222,927







(6,246
)


143,654



216,681Deferred revenue






8,609















8,609Other non-current liabilities


115,379



131,058











115,379



131,058Minimum alternate tax






176,954















176,954Tax loss carry forwards


11,809



2,747,354











11,809



2,747,354Other disallowances


217,047



103,144











217,047



103,144Deferred tax assets/(liabilities)


620,830



3,480,796



(620,830
)


(556,488
)






2,924,308Set off


(620,830
)


(556,488
)


620,830



556,488







Net deferred tax assets/(liabilities)






2,924,308















2,924,308  F-32




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Movement
    in Temporary Differences During the Year
  Effects of







Effects ofRecognised

Movement





Recognised

MovementBalance as

Recognised

in Other

in Foreign

Balance as

Recognised

in Other

in Foreign

Balance ason April 1,

in Profit

Comprehensive

Exchange

on March 31,

in Profit

Comprehensive

Exchange

on March 31,Particulars

2009

or Loss

Income

Rates

2010

or loss

Income

Rates

2011(in USD)Property, plant and equipment


(126,559
)


45,066







(15,047
)


(96,540
)


45,771







11,252



(39,517
)Intangible assets


(463,835
)


46,729







(65,952
)


(483,058
)


38,672







4,724



(439,664
)Trade and other receivables


382,854



(339,009
)






36,791



80,636



(79,273
)






(1,363
)


Other non-current assets


(52,185
)


17,687







(6,734
)


(41,232
)


(29,722
)






(107
)


(71,061
)Other current assets


11,127



37,269







3,909



52,305



38,301







144



90,750Employee benefits


94,160



27,818



5,590



16,086



143,654



48,486



24,514



27



216,681Deferred revenue






















8,511







98



8,609Other non-current liabilities


58,832



45,040







11,507



115,379



16,143







(464
)


131,058Minimum alternate tax






















174,950







2,004



176,954Tax loss carry forwards


59,832



(52,117
)






4,094



11,809



2,716,235







19,310



2,747,354Others


35,774



165,927







15,346



217,047



(111,403
)






(2,500
)


103,144Total






(5,590
)


5,590











2,866,671



24,514



33,123



2,924,308   16)
    TRADE AND
    OTHER RECEIVABLES, NET  As at March 31Particulars

2010

2011(in USD)Trade receivables, net


9,537,762



10,890,207Due from employees


249,719



95,958Security deposits


982,896



1,243,558Interest accrued but not due on term deposits


1,679,150



627,446Total


12,449,527



12,857,169Non-current


413,488



600,067Current


12,036,039



12,257,102Total


12,449,527



12,857,169          F-33




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   17)
    CASH AND
    CASH EQUIVALENTS  As at March 31Particulars

2010

2011(in USD)Cash in hand


116,799



155,643Credit card collection in hand


3,503,630



3,706,738Bank balances


5,721,097



3,363,637Term deposits






44,504,303Cash and cash equivalents


9,341,526



51,730,321Bank overdrafts used for cash management purposes


(3,996,066
)


(3,855,977
)Cash and cash equivalents in the statement of cash flows


5,345,460



47,874,344       18)
    TERM
    DEPOSITS  As at March 31Particulars

2010

2011(in USD)Term deposits


14,471,404



16,941,920Total


14,471,404



16,941,920Non-current


1,295,489



706,873Current


13,175,915



16,235,047Total


14,471,404



16,941,920       19)
    OTHER
    CURRENT ASSETS  As at March 31Particulars

2010

2011(in USD)Advance to vendors


7,138,336



16,685,798Prepaid expenses


359,707



1,114,710Prepaid lease rentals


34,044



51,521Total


7,532,087



17,852,029  F-34




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   20)
    OTHER
    NON-CURRENT ASSETS  As at March 31Particulars

2010

2011(in USD)Prepaid lease rentals


124,126



219,021Total


124,126



219,021   21)
    CAPITAL
    AND RESERVES  Share
    Capital and Share Premium
  Ordinary SharesParticulars

Number

Share
    Capital

Share
    Premium(in USD)Balance as at April 1, 2009


17,437,120



8,714



10,816,307Shares issued during the year on exercise of options


105,000



53



540,215Balance as at March 31, 2010


17,542,120



8,767



11,356,522Balance as at April 1, 2010


17,542,120



8,767



11,356,522Issue of ordinary shares through initial public offering, net of
    issuance costs


4,153,846



2,077



54,039,405Convertible and redeemable preference shares converted to
    ordinary shares at initial public offering


12,324,460



6,162



41,179,783Shares issued during the year on exercise of options


1,079,213



540



4,965,951Balance as at March 31, 2011


35,099,639



17,546



111,541,661   20-for-one 20-for-one
   F-35




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Foreign
    currency translation reserve
    22)
    ACQUISITION
    OF NON-CONTROLLING INTERESTS    23)
    EARNINGS
    (LOSS) PER SHARE    For the Year Ended
    March 31Particulars

2009

2010

2011Earnings (Loss) attributable to ordinary shareholders (USD)


(7,346,033
)


(6,206,239
)


4,827,471Accretion of liability component of Series A convertible
    and redeemable preference share (USD)










253,058Accretion of liability component of Series B convertible
    and redeemable preference share (USD)


331,775







130,261Accretion of liability component of Series C convertible
    and redeemable preference share (USD)










42,972Net change in fair value of derivative on Series B
    convertible and redeemable preference share (USD)


(4,229,152
)






(22,305
) F-36




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended
    March 31Particulars

2009

2010

2011Net change in fair value of derivative on Series C
    convertible and redeemable preference share (USD)










(26,077
)Earnings (Loss) attributable to ordinary
    shareholders  dilutive (USD)


(11,243,410
)


(6,206,239
)


5,205,380Weighted average number of ordinary shares outstanding used in
    computing basic earnings (loss) per share


17,437,120



17,521,120



28,320,901Dilutive effect of share options (Nos.)










1,935,921Dilutive effect of convertible securities (Nos.)- Series A convertible and redeemable preference share










2,504,765- Series B convertible and redeemable preference share


2,966,300







1,129,632- Series C convertible and redeemable preference share










1,059,028Weighted average number of ordinary shares outstanding used in
    computing dilutive earnings (loss) per share


20,403,420



17,521,120



34,950,246Earnings (loss) per share (USD)Basic


(0.42
)


(0.35
)


0.17Diluted


(0.55
)


(0.35
)


0.15      F-37




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended
    March 31Particulars

2009

2010

2011(unaudited)

(unaudited)

(unaudited)Earnings (Loss) attributable to ordinary shareholders (USD)


(7,346,033
)


(6,206,239
)


4,827,471Pro forma effects of convertible and redeemable preference shares Accretion of liability component of convertible and
    redeemable preference share (USD)


1,008,802



1,125,677



426,291 Net change in fair value of derivative on
    convertible and redeemable preference share (USD)


(4,984,590
)


(253,212
)


(48,382
)Numerator for pro forma basic and diluted earnings (loss) per
    share (USD)


(11,321,821
)


(5,333,774
)


5,205,380Weighted average number of shares outstanding


17,437,120



17,521,120



20,668,901Conversion of convertible and redeemable preference share to
    ordinary shares (Nos.)


12,324,460



12,324,460



12,324,460Denominator for pro forma basic earnings (loss) per share


29,761,580



29,845,580



32,993,361Dilutive effect of share options (Nos.)










1,935,921Denominator for pro forma diluted earnings (loss) per share


29,761,580



29,845,580



34,929,282Pro forma earnings (loss) per share (USD)  unauditedBasic


(0.38
)


(0.18
)


0.16Diluted


(0.38
)


(0.18
)


0.15   20-for-one 20-for-one
  24)
    LOANS AND
    BORROWINGS    As at March 31Particulars

2010

2011(in USD)Non-current liabilitiesFinance lease liabilities


42,815



19,027Secured bank loans


89,288



129,896Non-current portion of loans and borrowings


132,103



148,923   F-38




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  As at March 31Particulars

2010

2011(in USD)Current liabilitiesConvertible and redeemable preference shares


40,759,654



Current portion of secured bank loans


25,224



49,315Current portion of finance lease liabilities


49,917



11,319Current portion of loans and borrowings


40,834,795



60,634   Terms
    and debt repayment schedule
    As at March 31,
    2010

As at March 31,
    2011Interest

Year of

Original

Carrying

Original

CarryingParticulars

Currency

Rate

Maturity

Value

Amount

Value

Amount(in USD)Secured bank loans


INR



9% - 13%



2012 - 2015



134,421



114,512



225,459



179,211Finance lease liabilities


INR



10% - 14%



2011 - 2013



186,649



92,732



93,118



30,346       Finance
    Lease Liabilities
    As at March 31,
    2010

As at March 31,
    2011Present Value of





Present Value ofFuture Minimum



Minimum Lease

Future Minimum



Minimum LeaseParticulars

Lease
    Payments

Interest

Payments

Lease
    Payments

Interest

Payments(in USD)Less than one year


58,246



8,329



49,917



14,288



2,969



11,319Between one and five years


48,369



5,554



42,815



20,641



1,614



19,027Total


106,615



13,883



92,732



34,929



4,583



30,346     Credit
    Facility
   F-39




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Convertible
    and redeemable preference shares
    Convertible and

Convertible and

Convertible andRedeemable

Redeemable

RedeemablePreference Share 

Preference Share 

Preference Share Particulars

Series
    A

Series
    B

Series
    C(in USD)Number of shares


6,577,260



2,966,300



2,780,900Subscription amount


13,000,000



15,000,579



15,000,175     
    if subsequent to the issuance of the preference shares, the
    Group issues securities to parties (except for issue of
    securities discussed
    below*)

    at a price lower than the issue price of the original preference
    shares but higher than USD 1.08, then the Group is
    obligated to issue additional preference shares to the original
    preference shareholders, such that the average price of all
    preference shares held by the original Series A, B and C
    preference shareholders is equal to the purchase price of the
    new Series A, B and C preference shares issued.
    if subsequent to the issuance of the preference shares, the
    Group issues securities to parties (except for issue of
    securities discussed below*) with a conversion price lower than
    the issue price of the original preference shares but higher
    than USD 1.08, then the Group is obligated to issue
    additional preference shares to the original preference
    shareholders such that the average price of all preference
    shares held by the original Series A, B and C shareholders
    is equal to the conversion price of the new Series A, B and
    C preference shares issued.
    if subsequent to the issuance of the preference shares, except
    for any (a) ordinary shares issued to the employees of the
    Group under any employee share option plan approved by the
    Board; and (b) ordinary shares issued to one of the
    ordinary shareholder, the Group issues additional securities to
    any person at a price per security that is lower than
    USD 1.08 or the price at which such security is convertible
    into ordinary or preference shares is less than USD 1.08,
    then the Group is obligated to issue additional ordinary shares
    or preferred shares to the original preference shareholders such
    that the average price of all ordinary or preference shares held
    by the original preference shareholders is equal to the
    purchase/conversion price of the new ordinary or preference
    share issuance price.       F-40




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        As at March 31Particulars

2010

2011Carrying amount of liability at beginning of the year


39,633,977



40,759,654Accretion of interest


1,125,677



426,291Converted to ordinary shares on IPO






(41,185,945
)Carrying amount of liability at end of the year


40,759,654



   20-for-one 20-for-one
 F-41




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   25)
    OTHER
    CURRENT LIABILITIES  As at March 31Particulars

2010

2011(in USD)Statutory liabilities


554,170



1,706,618Total


554,170



1,706,618   26)
    OTHER
    NON-CURRENT LIABILITIES  As at March 31Particulars

2010

2011(in USD)Deferred rent liabilities


447,295



503,320Total


447,295



503,320   27)
    EMPLOYEE
    BENEFITS  As at March 31Particulars

2010

2011(in USD)Defined benefit plan


226,909



478,026Other long term employee benefit (liability for compensated
    absences)


210,535



189,024Total


437,444



667,050   Defined
    Contribution Plan
    For the Year Ended
    March 31Particulars

2009

2010

2011(in USD)Contribution to provident fund


427,332



401,687



631,670Total


427,332



401,687



631,670    F-42




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Defined
    Benefit Plan
    As at March 31Particulars

2010

2011(in USD)Present value of unfunded obligations


226,909



478,026Total


226,909



478,026   Movement
    in the Present Value of the Defined Benefit
    Obligation
  For the Year Ended
    March 31Particulars

2009

2010

2011(in USD)Defined benefit obligations at the beginning of the year


246,268



131,626



226,909Current service costs


42,598



49,368



84,381Interest on obligation


13,262



9,362



20,508Actuarial (gain) losses in other comprehensive income


(89,624
)


14,431



73,356Benefits paid


(31,467
)


(1,843
)


(764
)Past service cost










72,068Effects of movement in exchange rate


(49,411
)


23,965



1,568Defined benefit obligations at the end of the year


131,626



226,909



478,026   Expense
    Recognised in Profit or Loss
  For the Year Ended
    March 31Particulars

2009

2010

2011(in USD)Current service costs


42,598



49,368



84,381Past service cost










72,068Interest on obligation


13,262



9,362



20,508Total


55,860



58,730



176,957    F-43




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Actuarial
    Gains and (Losses) Recognised in Other Comprehensive
    Income
  For the Year Ended
    March 31Particulars

2009

2010

2011(in USD)Cumulative amount at April 1


19,486



109,110



94,679Recognised during the year


89,624



(14,431
)


(73,356
)Cumulative amount at March 31


109,110



94,679



21,323   Actuarial
    Assumptions
    As at March 312010

2011Discount rate (per annum)


6.50
%


7.70
%Future salary increases (per annum)


12.00
%


12.00
%Retirement age


58



58Withdrawal rates


30.00
%


30.00
%   (1994-96)
      Historical
    Information:
  As at March 31Particulars

2010

2011(in USD)Present value of defined benefit obligations


226,909



478,026Experience gain/(loss) adjustments arising on plan liabilities


1,780



(47,856
)   28)
    SHARE
    BASED PAYMENT  Description
    of the Share-Based Payment Arrangements
  Share
    Option Program (Equity-Settled)
  a.
    2006
    MakeMyTrip.com Equity Option Plan   F-44




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Terms
    and Conditions of the 2006 ESOP Plan
    ContractualNumber of

Vesting

Life ofGrant
    Date/Employees Entitled

Instruments

Conditions

OptionsOpening balance as of April 1, 2009


8,682,616



Note 1



5 - 8 yearsOptions granted during the year ended March 31, 2010


Total share options


8,682,616     Note: 1.
    
    Vesting conditions: 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.2.
    
    The stock options can be exercised
    within a period of 48 months from the date of vesting.3.
    
    Options are to be settled by
    physical delivery of ordinary shares.    WeightedAverageExercise Price

Number of(USD)

OptionsParticulars

2010

2010Outstanding at April 1


0.39



7,865,241Forfeited and expired during the period


0.21



(24,224
)Exercised during the period


0.21



(3,826
)Granted during the period






Replaced with options under MMT ESOP plan


0.38



(7,837,191
)Outstanding at March 31






Exercisable at March 31






     b)
    MakeMyTrip.com
    Equity Option Plan   F-45




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Terms
    and Conditions of the MMT ESOP Plan
    ContractualNumber of

Vesting

Life ofGrant
    Date/Employees Entitled

Instruments

Conditions

OptionsOpening outstanding Options as of April 1, 2009





NoneOptions granted during the year ended March 31, 2010


2,703,810


Refer Notes

4 - 6 yearsOptions granted during the year ended March 31, 2011


Total share options


2,703,810     Note: 1.
    
    Of the options granted during the
    year
    2009-10,
    2,423,810 options were immediately vested on the grant date and
    280,000 options have 25% graded vesting each year over
    4 year period.2.
    
    1,747,810 options have no sale
    restrictions after vesting and 956,000 options have post vesting
    sales restrictions.3.
    
    The stock options can be exercised
    prior to the earliest of the following dates:a. 48 months from the
    vesting date.b. 72 months from the
    date of grant.c. 6 months following the
    grantees date of voluntary resignation or termination of
    employment other than due to death, disablement or retirement.d. 1 year following the
    death of a grantee or termination due to disability or
    retirement.4.
    
    Post vesting sales restrictions are
    as below:a. up to 50% of the shares are
    eligible to be sold since August 17, 2010 the completion
    date of our initial public offering;b. up to 25% further of the
    shares may be sold on or after August 17, 2011, the date
    falling one year after the completion of our initial public
    offering; andc. the remaining 25% of the
    shares may be sold on or after August 17, 2012, the date
    falling two years after the completion of our initial public
    offering.  The number and weighted average exercise price of share
    options under MMT ESOP plan are as follows:
  Weighted



WeightedAverage



AverageExercise Price

Number of

Exercise Price

Number of(USD)

Options

(USD)

OptionsParticulars

2010

2010

2011

2011Outstanding at April 1










1.44



2,598,810Forfeited and expired during the period










1.29



9,410Granted during the period


1.41



2,703,810







Exercised during the period


0.71



105,000



1.22



1,079,213Outstanding at March 31


1.44



2,598,810



1.59



1,510,187Exercisable at March 31


1.55



2,318,800



1.76



1,300,187    F-46




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inputs
    for Measurement of Grant Date Fair Values of MMT ESOP
    Plan
    Fair Value of
    Share Options and AssumptionsWeighted average share price (USD)

4.70Weighted average exercise price (USD)

1.41Expected volatility

51.19% - 61.0%Expected term

2 - 5 yearsExpected dividends

Risk-free interest rate

1.12% - 2.64%   Share based Payment.
        20-for-one 20-for-one
  29)
    TRADE AND
    OTHER PAYABLES  As at March 31Particulars

2010

2011(in USD)Other trade payables


13,987,959



13,159,344Accrued expenses


6,420,798



6,892,467Advance from customers


6,058,290



9,642,891Total


26,467,047



29,694,702      F-47




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   30)
    DEFERRED
    INCOME  As at March 31Particulars

2010

2011(in USD)Global distribution system provider


2,255,435



Facilitation fee


411,760



Others






26,533Total


2,667,195



26,533Current


814,516



26,533Non-current


1,852,679



Total


2,667,195



26,533     31)
    FINANCIAL
    INSTRUMENTS  Credit
    Risk
  Exposure
    to Credit Risk
    As at March 31Particulars

2010

2011(in USD)Trade and other receivables


12,449,527



12,857,169Term deposits


14,471,404



16,941,920Cash and cash equivalents (except cash in hand)


9,224,727



51,574,678Total


36,145,658



81,373,767     As at March 31Particulars

2010

2011(in USD)India


11,743,819



11,814,563Others


705,708



1,042,606Total


12,449,527



12,857,169  F-48




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    As at March 31Particulars

2010

2011(in USD)Airlines


4,489,110



7,058,313Retail customers


1,687,234



1,428,997Corporate customers


2,532,935



1,961,528Deposit with hotels


459,009



643,491Term deposits with bank


14,471,404



16,941,920Others


3,281,239



1,764,839Total


26,920,931



29,799,089   Impairment
    Losses
    As at March 312010

2011Particulars

Gross

Impairment

Gross

Impairment(in USD)Not past due


22,831,282







27,662,679



Past due 0-30 days


1,493,968







737,496



Past due
    30-120 days


2,552,160



1,622



1,614,040



257,292More than one year


1,192,413



1,147,270



917,724



875,558Total


28,069,823



1,148,892



30,931,939



1,132,850     For the Year Ended
    March 31Particulars

2010

2011(in USD)Balance at the beginning of the year


929,384



1,148,892Provision for doubtful debts


37,943



424,512Amounts written off against the allowance






(351,202
)Effects of movement in exchange rate


181,565



(89,352
)Balance at the end of the year


1,148,892



1,132,850    F-49




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Liquidity
    risk
    As at
    March 31, 2010
  Carrying

Contractual

6 Months







More thanNon-derivative
    Financial Liabilities

Amount

Cash
    Flows*

or
    Less

6-12 months

1-2 years

2-5 years

5 years(in USD)Convertible and redeemable preference shares**


40,759,654



(43,000,754
)


















Finance lease liabilities


92,732



(106,615
)


(30,690
)


(27,556
)


(27,611
)


(20,758
)


Secured bank loans


114,512



(138,718
)


(17,875
)


(17,260
)


(34,520
)


(69,063
)


Trade and other payables


20,408,757



(20,408,757
)


(20,408,757
)














Other current liabilities


554,170



(554,170
)


(554,170
)














Bank overdraft


3,996,066



(3,996,066
)


(3,996,066
)














Total


65,925,891



(68,205,080
)


(25,007,558
)


(44,816
)


(62,131
)


(89,821
)


     Notes:  *
    
    Represents undiscounted cash flows
    of interest and principal**
    
    Convertible and redeemable
    preference shares are redeemable on demand at the option of the
    preference share holder.  Carrying

Contractual

6 Months







More thanDerivative
    Financial Liabilities

Amount

Cash
    Flows*

or
    Less

6-12 months

1-2 years

2-5 years

5 years(in USD)Separable embedded derivative on convertible and redeemable
    preference shares*


48,382























Total


48,382























     Notes: *
    
    Convertible and redeemable
    preference shares are redeemable on demand at the option of the
    preference share holder.  As at
    March 31, 2011
  Carrying

Contractual

6 Months







More thanNon-derivative Financial
    Liabilities

Amount

Cash Flows*

or Less

6-12 months

1-2 years

2-5 years

5 years(in USD)Finance lease liabilities


30,346



(34,929
)


(7,465
)


(6,823
)


(13,325
)


(7,316
)


Secured bank loans


179,211



(205,671
)


(27,431
)


(32,176
)


(63,945
)


(82,119
)


Trade and other payables


20,051,811



(20,051,811
)


(20,051,811
)














Other current liabilities


1,706,618



(1,706,618
)


(1,706,618
)














Bank overdraft


3,855,977



(3,855,977
)


(3,855,977
)














Total


25,823,963



(25,855,006
)


(25,649,302
)


(38,999
)


(77,270
)


(89,435
)


     Notes: *
    
    Represents undiscounted cash flows
    of interest and principal F-50




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Currency
    Risk
  Exposure
    to Currency Risk
    As at March 31Particulars

2010

2011(in USD)Trade and other receivables


6,782,945



3,567,671Trade and other payables


(5,570,473
)


(10,999,725
)Cash and cash equivalents


1,066,657



1,022,149Net exposure


2,279,129



(6,409,905
)     Average Exchange Rate

Reporting Date RateUSD

2010

2011

March 31,
    2010

March 31,
    2011INR 1


0.0209



0.0218



0.0222



0.0221   Sensitivity
    Analysis
    For the Year Ended
    March 31Particulars

2010

2011(in USD)10% strengthening of USD against INR


217,060



(610,467
)    F-51




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Interest
    Rate Risk
  Profile
    As at March 31Particulars

2010

2011(in USD)Fixed rate instrumentsFinancial assetsTerm deposits


14,471,404



16,941,920Cash and cash equivalents






44,504,303Financial liabilitiesConvertible and redeemable preference shares


40,759,654



Finance lease liabilities


92,732



30,346Secured bank loans


114,512



179,21155,438,302



61,655,780Variable rate instrumentsFinancial liabilitiesBank overdraft


3,996,066



3,855,9773,996,066



3,855,977   Fair
    Value Sensitivity Analysis for Fixed Rate Instruments
    Cash Flow
    Sensitivity Analysis for Variable Rate Instruments
    Profit or
    Loss(in USD)March 31, 2010


(39,961
)March 31, 2011


(38,560
)
    F-52




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair
    Values
  Fair
    Values Versus Carrying Amounts
    As at March 31,
    2010

As at March 31,
    2011Carrying



CarryingParticulars

Amount

Fair
    Value

Amount

Fair
    Value(in USD)Assets carried at amortised costTrade and other receivables


12,449,527



12,449,527



12,857,169



12,857,169Term deposits


14,471,404



14,471,404



16,941,920



16,941,920Cash and cash equivalents


9,341,526



9,341,526



51,730,321



51,730,32136,262,457



36,262,457



81,529,410



81,529,410Liabilities carried at fair valueSeparable embedded derivative on convertible and redeemable
    preference shares


48,382



48,382







48,382



48,382







Liabilities carried at amortized costFinance lease liabilities


92,732



92,732



30,346



30,346Secured bank loans


114,512



114,512



179,211



179,211Bank overdraft


3,996,066



3,996,066



3,855,977



3,855,977Convertible and redeemable preference shares


40,759,654



40,759,654







Trade and other payables


20,408,757



20,408,757



20,051,811



20,051,811Other current liabilities


554,170



554,170



1,706,618



1,706,61865,925,891



65,925,891



25,823,963



25,823,963   Fair
    value hierarchy
    
    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-53




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  As at March 31,
    2011Particulars

Level
    1

Level
    2

Level
    3

Total(in USD)Separable embedded derivative on convertible and redeemable
    preference shares














Convertible and redeemable preference shares














   As at March 31,
    2010Particulars

Level
    1

Level
    2

Level
    3

Total(in USD)Separable embedded derivative on convertible and redeemable
    preference shares










48,382



48,382Convertible and redeemable preference shares










40,759,654



40,759,654     32)
    OPERATING
    LEASES  Leases
    as lessee
    As at March 31Particulars

2010

2011(in USD)Less than one year


1,188,061



1,561,760Between one and five years


4,685,954



5,807,590More than five years


1,024,265



1,194,632Total


6,898,280



8,563,982       33)
    CONTINGENCIES   F-54




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   34)
    CAPITAL
    COMMITMENTS    35)
    RELATED
    PARTIES    Related
    parties and nature of relationships where control
    exists:
  Nature of
    Relationship

Name of Related
    PartiesHolding Company (until August 17, 2010)

SB Asia Infrastructure Fund II, Limited Partnership, Cayman
    Islands   Related
    parties and nature of related party relationships:
  Nature of
    Relationship

Name of Related
    PartiesSignificant influence over the Company (with effect from
    August 18, 2010)

SB Asia Infrastructure Fund II, Limited Partnership, Cayman
    IslandsKey management personnel

Deep KalraKey management personnel

Keyur JoshiKey management personnel

Sanjeev Bikhchandani (till February 19, 2010)Key management personnel

Frederic LalondeKey management personnel

Philip WolfParty controlled by key management personnel

PhoCus Wright Inc.Party controlled by key management personnel

Chandra Capital   Transactions
    with Holding company:
  For the Year Ended
    March 31Transactions

2009

2010

2011(in USD)Issue of convertible and redeemable preference shares


6,243,555







Revenue from air ticketing


13,794



16,901



5,367   As at March 31Balance
    Outstanding

2010

2011(in USD)Trade and other payables


7,746



  F-55




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Transactions
    with entity having significant influence over the
    Company:
  For the Year Ended
    March 31Transactions

2009

2010

2011(in USD)Revenue from air ticketing










17,075   As at March 31Balance
    Outstanding

2010

2011(in USD)Trade and other payables






   Transactions
    with party controlled by key management personnel:
  For the Year Ended
    March 31Transactions

2009

2010

2011(in USD)Revenue from air ticketing










4,560Purchase of marketing services


18,322



19,300



25,100   As at March 31Balance
    Outstanding

2010

2011(in USD)Trade and other payables


455



455Trade and other receivables






37,077Advance to vendor






8,000   Transactions
    with Key Management Personnel:
  Loans to
    Key Management Personnel
   F-56




---



##### Table of Contents



MAKEMYTRIP
    LIMITED
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Key
    Management Personnel Compensation*
    For the Year Ended
    March 31Particulars

2009

2010

2011(in USD)Short-term employee benefits


327,282



208,428



473,592Contribution to provident fund


12,332



11,920



19,687Share based payment


32,247



1,880,398



Legal and professional










10,000Total


371,861



2,100,746



503,279     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.  36)
    GROUP
    ENTITIES  Subsidiaries
  Country of

Ownership interest at
    March 31Name of
    Subsidiaries

Incorporation

2010

2011MakeMyTrip.com Inc

USA

100%

100%MakeMyTrip (India) Private Limited

India

99.98%

99.99%   37)
    SUBSEQUENT
    EVENTS      a)
    On May 9, 2011, MakeMyTrip acquired an approximately 79%
    equity stake in Luxury Tours & Travel Pte Ltd (LTT) in
    accordance with the terms of the Share Purchase Agreement (SPA)
    with LTT and its existing shareholders dated February 9,
    2011. MakeMyTrip has paid cash consideration of approximately
    USD 3 million, subject to working capital adjustment
    in accordance with the terms of the SPA. MakeMyTrip plans to
    invest approximately USD 0.75 million in one or more
    tranches until June 2012 for subscription of new equity shares
    to be issued by LTT.MakeMyTrip will also acquire the remaining shares of LTT from
    the existing shareholders in cash, in three tranches, over a
    three year earn-out period ending June 2014. The earn-out will
    be based on valuation linked to future profitability of LTT. F-57