UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

orOR

For the fiscal year ended March 31, 20122014

orOR

For the transition period from             to             

orOR

Date of event requiring this shell company report

Commission file number 001-34837

MakeMyTrip Limited

(Exact Name of Registrant as specified in its charter)

Tower A, SP Infocity, 243,

Udyog Vihar, Phase 1

Gurgaon, Haryana 122016, India

(91-124) 439-5000

(Address and Telephone Number of Principal Executive Offices)

Rajesh MagowMohit Kabra

Group Chief Financial and Operating Officer

Tower A, SP Infocity, 243,

Udyog Vihar, Phase 1

Gurgaon, Haryana 122016, India

(91-124) 439-5000

rajesh.magow@makemytrip.commohit.kabra@makemytrip.com

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

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

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

None

(Title of Class)

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

None

(Title of Class)

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

As of March 31, 2012, 37,159,6052014, 41,678,341 ordinary shares, par value $0.0005 per share, were issued and outstanding.

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

Yes  ¨             No  x

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

Yes  ¨            No  x

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

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

Yes  x             No  ¨

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

Yes  ¨             No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See the definitions of “large accelerated filer” and “accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

Item 17  ¨             Item 18  ¨

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

Yes  ¨             No  x

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

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

Yes  ¨            No  ¨

TABLE OF CONTENTS

CONVENTIONS USED IN THIS ANNUAL REPORT

In this annual report,Annual Report, we refer to information regarding the travel service industry and our competitors from market research reports, analyst reports and other publicly available sources, including from PhoCusWright Inc., or PhoCusWright, an independent travel industry research company founded and previously controlled by Mr. Philip C. Wolf, one of our directors. See “Item 7. Major Shareholders and Related Party Transactions — Transactions with PhoCusWright” for details of our transactions with PhoCusWright. We also refer to data from The Economic Times, a daily business newspaper in India, and the United States Central Intelligence Agency “World Factbook,”Factbook”, or CIA World Factbook.Factbook, the Directorate General of Civil Aviation, the Indian governmental regulatory body for civil aviation, or DGCA and the Internet and Mobile Association of India, or IAMAI.

We conduct our business principally through our Indian subsidiary, MakeMyTrip (India) Private Limited, or MMT India. Our other principal operating subsidiaries include Hotel Travel Limited, Malaysia and HTN Co., Ltd., Thailand, the two main operating entities of the group of companies known as the Hotel Travel Group; ITC Bangkok Co., Ltd., Thailand, the main operating entity of the group of companies known as the ITC Group; Luxury Tours & Travel Pte Ltd, Singapore, or Luxury Tours; Luxury Tours (Malaysia) Sdn. Bhd. or Luxury Tours (Malaysia); MakeMyTrip Inc., or MMT USA; and Easy To Book Service B.V., the main operating entity of the group of companies known as the Easytobook.com group, or the ETB Group. In this annual report,Annual Report, unless otherwise stated or unless the context otherwise requires, references to “we,” “us,” “our,” “our company” or “our group” are to MakeMyTrip Limited and its subsidiaries collectively, and references to “our holding company” are to MakeMyTrip Limited on a standalone basis.

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

Solely for the convenience of the reader, this annual reportAnnual Report contains translations of certain Indian Rupee amounts into US dollars at specified rates. Except as otherwise stated in this annual report,Annual Report, all translations from Indian Rupees to US dollars are based on the noon buying rate of Rs. 55.3458.36 per $1.00 in the City of New York for cable transfers of Indian Rupees, as certified for customs purposes by the Federal Reserve Bank of New York on June 15, 2012.May 23, 2014. No representation is made that the Indian Rupee amounts referred to in this annual reportAnnual Report could have been or could be converted into US dollars at such rates or any other rates. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

On July 22, 2010, we effected a 20-for-one share split with respect to all our ordinary and preferred shares, as well as a 20-for-one adjustment with respect to the number of ordinary shares underlying our share options and a corresponding adjustment to the exercise prices of such options. At the same time, the par value of our shares was changed from $0.01 per share to $0.0005 per share. All share information and per share data included in this annual report has been presented on a post-share split basis, unless otherwise specifically stated or the context otherwise requires. In connection with our initial public offering in August 2010, all of our preferred shares were converted into ordinary shares upon the completion of our initial public offering.

Unless otherwise indicated, the consolidated financial statements and related notes as of and for the fiscal years ended March 31, 2010, 20112012, 2013 and 20122014 included elsewhere in this annual reportAnnual Report have been prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. References to a particular “fiscal year” are to our fiscal year ended March 31 of that year. Our fiscal quarters end on June 30, September 30, December 31 and DecemberMarch 31. References to a year other than a “fiscal” year are to the calendar year ended December 31.

We also refer in various places within this annual reportAnnual Report to “adjusted operating profit (loss),” “adjusted net profit (loss)” and “revenue less service cost,” which is aare non-IFRS measure thatmeasures. “Revenue less service cost” is calculated as revenue less costs for the acquisition of relevant services and products for sale to customerscustomers. The IFRS measures most directly comparable to “adjusted operating profit (loss)” and “adjusted net profit (loss)” are results from operating activities and profit (loss) for the year, respectively. Each item is more fully explained in “Management’s Discussion“Item 5. Operating and Analysis of Financial ConditionReview and Results of Operations.”Prospects”. The presentation of thisthese non-IFRS informationmeasures 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.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

ITEM 3. KEY INFORMATION

A. Selected Consolidated Financial Data

The following selected consolidated statement of profit or loss and other comprehensive income and loss(loss) data for fiscal years 2010, 20112012, 2013 and 20122014 and the selected consolidated statement of financial position data as of March 31, 20112013 and 20122014 have been derived from our audited consolidated financial statements included elsewhere in this annual report.Annual Report. The selected consolidated statement of profit or loss and other comprehensive income and loss(loss) data for fiscal years 20082010 and 20092011 and the selected consolidated statement of financial position as of March 31, 2008, 20092010, 2011 and 20102012 have been derived from our audited consolidated financial statements not included in this annual report.Annual Report. The financial data set forth below should be read in conjunction with, and areis qualified by reference to, “Item 5. Operating and Financial Review and Prospects” and the consolidated financial statements and notes thereto included elsewhere in this annual report.Annual Report. Our consolidated financial statements are prepared and presented in accordance with IFRS as issued by the IASB. Our historical results do not necessarily indicate results expected for any future period.

Prior to initiation of our initial public offering that was completed in August 2010, we had not prepared consolidated financial statements. Our India-incorporated and Delaware-incorporated operating subsidiaries prepare financial statements in accordance with Indian Generally Accepted Accounting Principles and United States Generally Accepted Accounting Principles, respectively. We have adopted IFRS as issued by the IASB with a transition date of April 1, 2007 and have prepared consolidated financial statements with effect from that date.

The following information should be read in conjunction with, and is qualified in its entirety by reference to, “Item 5. Operating and Financial Review and Prospects” and the audited consolidated financial statements and the notes thereto included elsewhere in this annual report.Annual Report.

Note:

The following table sets forth a summary of our consolidated statement of financial position as of March 31, 2008, 2009, 2010, 2011, 2012, 2013 and 2012:2014:

Note:

Other Data:

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

Notes:

B. Capitalization and Indebtedness

Not applicable

C. Reasons for the Offer and Use of Proceeds

Not applicable

D. Risk Factors

This annual reportAnnual 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.Annual Report. If any of the following risks actually occur, our business, financial condition and results of operations could suffer.

Risks Related to Us and Our Industry

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

Our business and financial performance is affected by the health of the travel industry in India and worldwide, including changes in supply and pricing. Events specific to the travel industry that could negatively affect our business include continued fare increases, travel-related strikes or labor unrest, general civil unrest, fuel price volatility and bankruptcies or liquidations of our suppliers. For example, events in the Middle East over the past several years have resulted in an adverse impact on travel to that region. Such events have also contributed to an increase in crude oil prices which may have an adverse impact on the travel industry globally, including our business. Similarly, political unrest in Bangkok, Thailand, has negatively impacted travel to those locations. In addition, the drop in the average value of the Indian Rupee as compared to the US dollar in fiscal year 2014 adversely impacted the Indian travel industry as it made travel for Indian consumers outside of India more expensive.

Additionally, our business is sensitive to safety concerns, and thus our business has in the past declined and may in the future decline after incidents of actual or threatened terrorism, during periods of political instability or conflict or during other periods in which travelers become concerned about safety issues, including as a result of natural disasters such as tsunamis or earthquakes or when travel might involve health-related risks, such as the influenza A virus (H1N1), avian flu (H5N1 and H7N9) and Severe Acute Respiratory Syndrome, or other epidemics or pandemics. Such events are outside our control and could result in a significant decrease in demand for our travel services. Any such decrease in demand, depending on its scope and duration, together with any other issues affecting travel safety, could significantly and adversely affect our business and financial performance over the short and long term. The occurrence of such events could result in disruptions to our customers’ travel plans and we may incur additional costs and constrained liquidity if we provide relief to affected customers by not charging cancellation fees or by refunding the cost of airline tickets, hotel reservations and other travel services and products. If there is a prolonged substantial decrease in travel volumes, particularly air travel and hotels, for these or any other reasons, our business, financial condition and results of operations would be adversely affected.

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

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

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

Since the beginning of the global financial crisis in the third quarter of 2008, adverse developments in the international financial markets have created challenging economic conditions for businesses and governments around the world. These adverse developments have included increased market volatility, tightened liquidity in credit markets, diminished expectations for economic growth and a reduction in consumer and business spending. While the global economy has recovered to some extent since 2010, the recovery remains fragile and slow-paced as high-income countries continue to suffer from volatility and slow growth, and it could be adversely impacted by several factors, including the deterioration of general economic conditions or political unrest in Europe as fiscal austerity continues, unemployment rates remain elevated and the potential for conflict in eastern Europe, restrained monetary policy in the form of tapering and other debt and fiscal issues in the United States and a slowdown in economic growth in China as its new leadership attempts to rebalance its economy from investment and exports to increased domestic consumption and restrain lending practices. The weakness and uncertainty in the global economy have negatively impacted both corporate and consumer spending patterns and demand for travel services, globally and in India, and may continue to do so in the future.

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

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

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

AdverseIn addition, adverse economic developments affecting the travel industry could also adversely impact our ability to maintain our existing relationships and arrangements with one or more of our suppliers. For example,In particular, adverse changes to the overall business and financial climate for the airline industry in India due to various factors including, but not limited to, rising fuel costs, high taxes, significant depreciation of the Indian Rupee as compared to the US dollar making travel for Indian consumers outside India more expensive, and increased liquidity constraints, could affect the ability of one or more of our airline suppliers to continue to operate or otherwise meet our demand for tickets, which, in turn, could materially and adversely affect our financial resultsresults. For example, during fiscal year 2013, Kingfisher Airlines, one of the major airlines in India and one of our airline suppliers, shut down its operations, which resulted in a decline in the total capacity in the airline industry in India. In addition, adverse economic developments affecting the travel industry resulted in airlines in India reducing the base commissions paid to travel agencies from fiscal year 2013. Further, in fiscal year 2014, due to capacity constraints in the airline industry in India, the domestic airfare environment was marked by record high airfares which led to reduced growth in domestic air travel in the country. These factors were primarily responsible for causing us to record a net loss of $(20.9) million in fiscal year 2014 as compared to a net loss of $(27.6) million in fiscal year 2013 and a profit of $7.0 million in fiscal year 2012. Any consolidation in the airline industry involving our suppliers may also adversely affect our existing relationships and arrangements with such suppliers.

No assurance can be given that our agreements or arrangements with our travel suppliers or GDS service provider will continue or that our travel suppliers or GDS service provider will not further reduce or eliminate fees or commissions or attempt to charge us for content, terminate our contracts, make their products or services unavailable to us as part of exclusive arrangements with our competitors or default on or dispute their payment or other obligations towards us, any of which could reduce our revenue and net revenue margins or may require us to initiate legal or arbitral proceedings to enforce their contractual payment obligations, which may adversely affect our business and financial performance. For example, in late April 2012, Jet AirwaysSee also “— Some of Our Airline Suppliers (Including Our GDS Service Provider) May Reduce or Eliminate the Commission and IndiGo, eachOther Fees They Pay to Us for the Sale of whom was oneAir Tickets and This Could Adversely Affect Our Business and Results of our top five airline suppliers in fiscal year 2012, ceased to allow us to sell their tickets in connection with allegations that we offered “opaque fares.Operations.” Although we reached an agreement to resume the sale of Jet Airways and IndiGo tickets by early May 2012, a prolonged dispute with these airlines could have materially and adversely affected our financial results.

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

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

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

We sustained operating losses in fiscal years 2013 and 2014 and in all our fiscal years through March 31,prior to and including fiscal year 2010. While we have hadgenerated operating profitprofits in fiscal years 2011 and 2012, there can be no assurance that we cannot assure youwill be able to return to profitability or that we can avoid operating losses in the future. We expect that our operatingadvertisement and business promotion expenses going forward will increase as a result of our continued investment in the hotels and thepackages business The degree of increase in these expenses will be largely based on anticipated organizational growth and revenue trends. As a result, any decrease or delay in generating additional sales volumes and revenue could result in substantial operating losses.

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

We currently rely on certain third-party computer systems, service providers and software companies, including the GDS used by full service airlines, and the electronic central reservation systems used by low-cost airlines, certain hotels and hotel suppliers which are directly-connecteddirectly connected to us, Indian Railways and bus operators. In particular, we rely on third parties to:

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

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

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

Our presentation currency is the US dollar. However, the functional currency of MMT India, our key operating subsidiary, is the Indian Rupee. We receive a substantial portion of our revenue in Indian Rupees and most of our costs are incurred in Indian Rupees. Any fluctuation in the value of the Indian Rupee against the US dollar, such as the approximately 10.8% drop in the average value of the Indian Rupee as compared to the US dollar in fiscal year 2014 as compared to the average value of the Indian Rupee against the US dollar in fiscal year 2013, will affect our results of operations. For example, our loss on account of foreign exchange fluctuations in fiscal year 2014 was $2.7 million as compared to $1.9 million in fiscal year 2013. We expect to be adversely affected by any further depreciation of the Indian Rupee against the US dollar. The drop in the average value of the Indian Rupee as compared to the US dollar in fiscal year 2014 adversely impacted the Indian travel industry as it made outbound travel for Indian consumers more expensive. In addition, our exposure to foreign currency risk also arises in respect of our non-Indian Rupee-denominated trade and other receivables, trade and other payables, and cash and cash equivalents.

Based on our operations in fiscal year 2014, a 10.0% appreciation of the US dollar against the Indian Rupee as of March 31, 2014, assuming all other variables remained constant, would have increased our loss for fiscal year 2014 by $2.5 million. Similarly, a 10.0% depreciation of the US dollar against the Indian Rupee as of March 31, 2014, assuming all other variables remained constant, would have decreased our loss for fiscal year 2014 by $2.5 million.

Further, we are also exposed to movements in currency exchange rates between the US dollar and the Euro. As the functional currency of the Hotel Travel Group is the US dollar, our exposure to foreign currency risk primarily arises in respect of our non-US dollar denominated trade and other receivables, trade and other payables and cash and cash equivalents, which were $1.2 million, $0.8 million and $3.4 million, respectively, as of March 31, 2014. Based on our operations in fiscal year 2014, a 10.0% appreciation of the Euro against the US dollar as of March 31, 2014, assuming all other variables remained constant, would have decreased our loss for the year by $0.4 million. Similarly, a 10.0% depreciation of the Euro against the US dollar as of March 31, 2014, assuming all other variables remained constant, would have increased our loss for the year by $0.4 million.

We are also exposed to movements between the US dollar and the Indian Rupee in our operations, as 4.4%, 3.9% and 2.9% of our revenue for fiscal years 2012, 2013 and 2014, respectively, was generated by MMT India from its air ticketing business and received in US dollars although our expenses are generally incurred in Indian Rupees. Additionally, we receive revenue from our hotels and packages business in Indian Rupees, but a portion of our expenses in this segment (those relating to outbound packages from India in particular) could be incurred in a non-Indian currency. We currently do not have any hedging agreements or similar arrangements with any counter-party to cover our exposure to any fluctuations in foreign exchange rates. Fluctuation in the Indian Rupee-US dollar exchange rate could have a material adverse effect on our business and our financial condition and results of operations as reported in US dollars.

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

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

Further, many of our contracts with outsourcing service providers are short-term or have short notice periods. For example, our agreement with Serco BPO Private Limited (formerly Intelenet Global Services Private Limited,Limited), or Intelenet Global Services, a subsidiary of Serco, Group plc, which provides call center services for our Indian domestic air ticketinghotels and international air ticketingpackages business as well as post-sales customer service support for air tickets, is for a renewable term of three years but may be terminated by either party on two months’ notice. The agreements with some of our outsourcing service providers, including iEnergizer IT Services Private Limited, or iEnergizer IT Services, and Motif India Infotech Private Limited, or Motif India Infotech, may be terminated by either party on 90 days’ notice after the first year in the term of such agreements. In the event one or more of our contracts with our outsourcing service providers is terminated on short notice, we may be unable to find alternative outsourcing service providers on commercially reasonable terms, or at all. Further, the quality of the service provided by a new or replacement outsourcing service providersprovider may not meet our requirements, including during the transition and training phase. Hence, termination of any of our contracts with our outsourcing service providers could cause a decline in the quality of our services and disrupt and adversely affect our business, results of operations and financial condition.

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

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

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

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

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

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

The Indian travel market is intensely competitive. Factors affecting our competitive success include, among other things, price, availability and breadth of choice of travel services and products, brand recognition, customer service, fees charged to travelers, ease of use, accessibility and reliability. We currently compete with both established and emerging providers of travel services and products, including other online travel agencies both in India and abroad, such as cleartrip.com, expedia.co.in, travelocity.co.in, yatra.com, goibibo.com, booking.com and yatra.com,agoda.com, as well as traditional travel agencies, tour operators, travel suppliers and operators of travel industry reservation databases. Certain of our competitors have also launched websites in other countries to better cater to Indian and other customers located in those areas. For example, in 2011, cleartrip.com launched website operations in the United Arab Emirates. Large, established Internet search engines have also launched applications offering travel itineraries in destinations around the world, and meta-search companies who can aggregate travel search results also compete against us for customers. Certain of our competitors have launched brand marketing campaigns to increase their visibility with customers. For example, goibibo.com recently commenced a television advertising campaign in India. Some of our competitors have significantly greater financial, marketing, personnel and other resources than us and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market (particularly in the hotels and packages business) as compared with us. From time to time we may be required to reduce service fees and net revenue margins in order to compete effectively and maintain or gain market share.

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

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

Some of Our Airline Suppliers (Including Our GDS Service 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.

In our air ticketing business, we generate revenue through commissions and incentive payments from airline suppliers, service fees charged to our customers and fees from our GDS service provider. Our airline suppliers may reduce or eliminate the commissions and incentive payments they pay to us. For example, recent news reports have suggested that airlines in India are planing to reducereduced the base commissions paid to travel agencies.agencies during fiscal year 2013. To the extent any of our airline suppliers further reduce or eliminate the commissions or incentive payments they pay to us in the future, our revenue may be further reduced unless we are able to adequately mitigate such reduction by increasing the service feefees we charge to our customers in a sustainable manner. However, anyAny increase in service fees, to mitigate reductions in or elimination of commissions or otherwise, may also result in a loss of potential customers. Further, our arrangementarrangements with the airlines that supply air tickets to us may limit the amount of service feefees that we are able to charge our customers. Our business would also be negatively impacted if competition or regulation in the travel industry causes us to reduce or eliminate our service fees.

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

The domestic air travel industry in India is dominated by five airlines. As a substantial portion of our air ticketing revenue is represented by base commissions and incentive payments paid to us by these domestic airlines, our dependence on a limited number of domestic airlines means that a reduction or elimination in base commissions and incentive payments by any one or all of these airlines could have a material adverse effect on our revenue.

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

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

We believe continued investment in our brand, “MakeMyTrip,” is critical to retain and expand our business. We believe that our brand is well respected and recognized in the Indian travel market. We have invested in developing and promoting our brand since our inception and expect to continue to spend on maintaining our brand’s value to enable us to compete against increased spending by our competitors, as well as against emerging competitors, including search engines and meta-search engines, and to allow us to expand into new geographies and products where our brand is not well known. With the acquisition of the Hotel Travel Group and the ITC Group in November 2012, we acquired the brands “HotelTravel” and “ITC,” which we believe are well-known brands globally, especially in Southeast Asia. We also acquired the “Easytobook” brand, which we believe is a well-known brand in Europe, through our acquisition of the ETB Group in February 2014. We have invested and intend to continue to invest in developing and promoting these brands. There is no assurance that we will be able to successfully maintain or enhance consumer awareness of our brands. Even if we are successful in our branding efforts, such efforts may not be cost-effective. Our marketing costs may also increase as a result of inflation in media pricing (including search engine keywords). There is no assurance that we will be able to successfully maintain or enhance consumer awareness of our brand. Even if we are successful in our branding efforts, such efforts may not be cost-effective. If we are unable to maintain or enhance consumer awareness of our brandbrands and generate demand in a cost-effective manner, it would negatively impact our ability to compete in the travel industry and would have a material adverse effect on our business. See also “— We Cannot Be Sure That Our Intellectual Property Is Protected from Copying or Use by Others, Including Current or Potential Competitors.”

We May Not Be Successful in Implementing Our Growth Strategies.

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

Our success in implementing our growth strategies areis affected by:

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

Even if we are successful in executing our growth strategystrategies, our different businesses may not grow at the same rate or with a uniform effect on our revenues and profitability. For example, the rate of growth in our hotels and packages business, which has generally outpaced our air tickets business and is a relatively higher margin business, may not grow at a pace to affect our overall growth in the short term as it is currently smaller than our air tickets business. In addition, the relatively higher margins of our hotels and packages business may be adversely affected by our recent acquisitions, due to the additional expenses associated with such acquisitions.

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

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

Part of our growth strategy is the pursuit of strategic partnerships and acquisitions. There can be no assurance that we will succeed in implementing this strategy as it is subject to many factors which are beyond our control, including our ability to identify, attract and successfully execute suitable acquisition opportunities and partnerships. This strategy may also subject us to uncertainties and risks, including acquisition and financing costs, potential ongoing and unforeseen or hidden liabilities, diversion of management resources and cost of integrating acquired businesses. For instance, we are involved in a dispute with former shareholders of the Hotel Travel Group. See “Business — Legal Proceedings.” We could face difficulties integrating the technology of acquired businesses with our existing technology, and employees of the acquired business into various departments and ranks in our company, and it could take substantial time and effort to integrate the business processes being used in the acquired businesses with our existing business processes. Moreover, there is no assurance that such partnerships or acquisitions will achieve our intended objectives or enhance our revenue.

InWe have made a number of acquisitions since March 2010, we acquiredincluding the acquisition of certain assets of Travis Internet Private Limited, an online bus ticketing company, including the website www.ticketvala.com, which gives us the ability to provide our bus suppliers with access to a real time bus reservations technology platform. We intend to leverage this platform to enable more bus operators to be directly-connected to our booking system with such technology, but there is no assurance that we will be able to successfully leverage this new platform to further expand our bus offering.

On May 9, 2011, we acquired approximately 79%100% of Luxury Tours, & Travel Pte Ltd, a Singapore-based travel agency, engaged in the business of providing hotel reservations, excursion tours and other related services to inbound and outbound travelers in Singapore and the rest of Southeast Asia. We have agreed to acquire the remaining shares in Luxury Tours & Travel Pte Ltd in three tranches over a three-year earn-out period. Our stake has increased to approximately 83% pursuant to an additional investment in fiscal year 2012. We intend to leverage this acquisition to build a position of strength in Southeast Asia through relationships with local hotels and vendors, but there is no assurance that we will be able to successfully leverage this acquisition to further grow our business in the region.

In August 2011, we acquired 19.9% of Le Travenues Technology Private Limited, which owns and operates www.ixigo.com, an online travel meta search engine. We believe this investment could potentially complementengine, an initial 29% stake (and up to 100% at our online travel business. However, there is no assurance this investment will be successful or bring about desired results.

In November 2011, we acquired approximately 29% ofdiscretion) in My Guest House Accommodations Private Limited, or My Guest House, which is engaged in the business of aggregation, sales and distribution of hotel room inventory with a special focus on budget lodging accommodations and serviced apartments. Pursuantapartments, a 100% stake in the companies comprising the Hotel Travel Group, a group of companies which operate through their website HotelTravel.com and offers its customers online hotel reservations in South East Asia and other key global travel destinations, and a 51% stake (and up to our agreements with My Guest House, we expect to acquire 100% of My Guest House’s ordinary shares, through an earn outearn-out structure based uponover four years) in the achievementITC Group, a well-established hotel aggregator and tour operator in Thailand.

In February 2014, we acquired a 100% equity interest in the group of various business parameters spread over eight years. companies comprising the ETB Group. Established in 2004, the ETB Group primarily operates through its website www.easytobook.com and offers its customers online hotel reservations in Europe, North America and other key global travel destinations.

We believe this investment could potentially complementthese acquisitions serve to strengthen our onlinepresence in key geographic markets and expand the travel business.products and services that we can offer our customers. However, there is no assurance that this investmentany of these investments or acquisitions will be successful or bring about desiredtheir intended results. Any such failure could negatively impact our ability to compete in the travel industry and have a material adverse effect on our business.

For further details on these investments and acquisitions, see “Item 4. Business — Recent Acquisitions” and “Information On the Company — History and Development of our Company — Investments and Acquisitions” in this Annual Report.

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

We generally do not assume inventory risk in our air ticketing business as we typically act as an agent. However, on a few occasions, we pre-purchase air ticket inventory in order to enjoy special negotiated rates and we assume inventory risk on such tickets. When we sell pre-purchased tickets to our customers, revenue is accounted for on a “gross” basis (representing the price of the tickets paid by our customers) and the amount spent to pre-purchase the ticket is classified as a service cost. We obtain inventory for most hotels outside India through contracts with online travel agents and aggregators outside India. In some instances, in order to enjoy special negotiated rates for these hotels, we pre-purchase hotel room nights and assume inventory risk on them. If we are unable to sell pre-purchased tickets or hotel room nights inventory as anticipated either at all or at expected rates, our revenue and business may be adversely affected. We do not presently engage in such practices, such as guaranteeing a minimum number of room reservations, with our hotel suppliers.

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.

Some of the services and products offered by us were introduced recently. For example, we started our car hire service in May 2012, which was followed more recently by our self-driven car hire business. As a result, this business has a limited operating history and it may be difficult to evaluate its performance and prospects.

Our International Operations, Some of Which Are New to Us, Involve Additional Risks.

We have been operating in the United States since 2000, servicing mainly the air ticketing needs of non-resident Indians in the United States traveling inbound to India. We also launched our website in the United Arab Emirates in December 2009 and launched our website in Canada in July 2010, following, among other things,2010. We further expanded our presence in the registrationUnited Arab Emirates through the incorporation of our websites’ domain names (www.makemytrip.ae and www.makemytrip.ca) with the relevant registry as well as the procurement of additional servers to handle the increased traffic from these international websites. Our websitea new wholly owned subsidiary in Canada is currently owned by a company registered in Canada.fiscal year 2013. We need to continue to tailor our services and business model to the unique circumstances of such markets to succeed, including building new supplier relationships and customer preferences. We have also expanded, and intend to continue to expand, our business in other new markets, particularly those with a significant non-resident Indian population as well as those with proximity to India or favored by Indian travelers. For example, on May 9, 2011, we acquired approximately 79%We have entered into new geographies in Southeast Asia and in Europe through our acquisitions of Luxury Tours, &the Hotel Travel Pte Ltd, a Singapore-based travel agency. Our stake has increased to approximately 83% pursuant to an additional investment in March 2012.Group, the ITC Group and the ETB Group. Adapting our practices and models effectively to the supplier and customer preferences ofin these, or other, new markets could be difficult and costly and could divert management and personnel resources. We could also face additional regulatory requirements in ourthese, or other, new markets which could be onerous. We cannot assure you that we will be able to efficiently or effectively manage the growth of our operations in these, or other, new markets.

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

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

For example, since our acquisition of the Hotel Travel Group, a portion of our business and some of our employees are located in Thailand, and we intend to continue to develop and expand our business in Thailand. Consequently, our financial performance and the market price of our ordinary shares will be affected by social and civil unrest and other political, social and economic developments in or affecting Thailand, such as the recent military coup formed to overthrow the government in Thailand, as well as any changes in exchange rates and controls, interest rates and changes in government policies, including taxation policies.

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

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

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

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

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

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

The secure transmission of confidential information over the Internet is essential in maintaining customer and supplier confidence in us. Security breaches, whether instigated internally or externally on our system or other Internet-based systems, could significantly harm our business. We currently require customers to guarantee their transactions with their credit cards online. We rely on licensed encryption and authentication technology to effect secure transmission of confidential customer information, including credit card numbers, over the Internet. However, advances in technology or other developments could result in a compromise or breach of the technology that we use to protect customer and transaction data. We incur substantial expense to protect against and remedy security breaches and their consequences. However, our security measures may not prevent security breaches and we may be unsuccessful in or incur additional costs by implementing our remediation plan to address these potential exposures. In fiscal year 2014, our key operating subsidiaries in India and Malaysia incurred losses of $0.2 million and $0.06 million, respectively, on unauthorized credit card transactions. These losses pertained to credit card or digital commerce fraud committed by third parties on MMT India’s website through the purchase of air tickets and hotels and packages products using fraudulent credit cards.

We also have agreements with banks and certain companies that process customer credit card transactions for the facilitation of customer bookings of travel services from our travel suppliers. The online payment gateway for certain of our sales made through our mobile platform orand through international credit and debit cards is not secured by “Verified by VISA”, “MasterSecure” or “MasterSecure,”“American Express SafeKey” and we may be liable for accepting fraudulent credit cards on our websites. We may also be subject to other payment disputes with our customers for such sales. If we are unable to combat the use of fraudulent credit cards, our revenue from such sales would be susceptible to demands from the relevant banks and credit card processing companies, and our results of operations and financial condition could be adversely affected.

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

Our business and financial performance are affected by the health of the Indian as well as worldwide travel industry, including changes in supply and pricing. Events specific to the travel industry that could negatively affect our business include continued fare increases, travel-related strikes or labor unrest, such as the recent strikes and other similar actions at Air India, fuel price volatility and bankruptcies or liquidations of our suppliers. For example, events in the Middle East over the past several years have resulted in an adverse impact on travel to that region. Such events have also contributed to an increase in crude oil prices which may have an adverse impact on the travel industry globally, including our business.

Additionally, our business is sensitive to safety concerns, and thus our business has in the past declined and may in the future decline after incidents of actual or threatened terrorism, during periods of political instability or conflict or during other periods in which travelers become concerned about safety issues, including as a result of natural disasters such as tsunamis or earthquakes or when travel might involve health-related risks, such as the Influenza, H1N1 virus, avian flu and Severe Acute Respiratory Syndrome, or other epidemics or pandemics. Such concerns are outside our control and could result in a significant decrease in demand for our travel services. Any such decrease in demand, depending on its scope and duration, together with any other issues affecting travel safety, could significantly and adversely affect our business and financial performance over the short and long term. The occurrence of such events could result in disruptions to our customers’ travel plans and we may incur additional costs and constrained liquidity if we provide relief to affected customers by not charging cancellation fees or by refunding the cost of airline tickets, hotel reservations and other travel services and products. If there is a prolonged substantial decrease in travel volumes, particularly air travel and hotels, for these or any other reasons, our business, financial condition and results of operations would be adversely affected.

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

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

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

Since the beginning of the global financial crisis in the third quarter of 2008, adverse developments in the international financial markets have created challenging economic conditions for businesses and governments around the world. These adverse developments have included increased market volatility, tightened liquidity in credit markets, diminished expectations for economic growth and a reduction in consumer and business spending. While the global economy has grown since 2010, continued speculation regarding the stability of the Eurozone currency due to the inability of certain European countries to resolve their sovereign debt issues has created additional uncertainty in the European and global economies. Further, the Indian economy has recently experienced a slowdown in growth, exacerbated by the decline in the value of the Indian rupee, from Rs. 44.20 per $1.00 as of July 29, 2011 to Rs. 55.34 per $1.00 as of June 15, 2012. The weakness and uncertainty in the global and Indian economies have negatively impacted both corporate and consumer spending patterns and demand for travel services in general and may continue to do so in the future.

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

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.

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

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

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

We Cannot Be Sure That Our Intellectual Property Is Protected from Copying or Use by Others, Including Current or Potential Competitors.

Our websites and mobile applications rely on content and in-house customizations and enhancements of third-party technology, much of which is not subject to intellectual property protection. We protect our logo, brand name, websites’ domain names and, to a more limited extent, our content by relying on copyrights, trademarks, trade secret laws and confidentiality agreements. Even with all of these precautions, it is possible for someone else to copy or otherwise obtain and use our content, techniques, and technology without our authorization or to develop similar technology. While our domain names cannot be copied, another party could create an alternative domain name resembling ours that could be passed off as our domain name. Effective trademark, copyright and trade secret protection may not be available in every country in which we operate, offline or through the Internet, and policing unauthorized use of our content and technological customizations is difficult and expensive. Our logo and brand name, “MakeMyTrip,” are only registered as trademarks in India, Mauritius, Canada, Indonesia, Bhutan, Nepal, Singapore, Taiwan and the United States and are not protectedregistered in other countries where we operate or otherwise. We have, however, applied for our trademark registration of our “MakeMyTrip” brand in several countries, including Canada, Australia, Singapore,Thailand, the United Arab Emirates, Malaysia and Sri Lanka. We have also applied for copyright registrationrecently registered copyrights of our logo and brand name “MakeMyTrip” in India. We have also applied for patents in India for certain aspects of our technological systems. Further, after our acquisitions of the Hotel Travel Group and the ITC Group in November 2012, we have filed trademark applications for the logos “HotelTravel” and “ITC” in Thailand, which are currently pending. We cannot be sure that our trademarks or domain names will be protected to the same extent as in India, Mauritius, Bhutan and the United Statescountries in which they are already registered or that the steps we have taken will prevent misappropriation or infringement of what we consider our proprietary information. Such misappropriation or infringement could have a material adverse effect on our business. In the future, we may need to engage in litigation to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Such litigation might result in substantial costs and diversion of resources and management attention.

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

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

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

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

The new Companies Act, 2013 and the rules thereunder, or the new Companies Act, contains significant changes to Indian company law, including in relation to the issue of capital by companies, related party transactions, corporate governance, audit matters, shareholder class actions and restrictions on the number of layers of subsidiaries. Moreover, companies exceeding certain net worth, revenue or profit thresholds are required to spend at least 2.0% of average net profits from the immediately preceding three financial years on corporate social responsibility projects, failing which an explanation is required to be provided in such companies’ annual reports. In addition, such companies are required to disclose their corporate social responsibility policies and activities on their websites. While several provisions of the new Companies Act are currently effective, the existing Companies Act, 1956 remains in effect with respect to other provisions. The timing for effectiveness of the remaining provisions of the new Companies Act is unclear. We may incur increased costs and other burdens relating to compliance with these new requirements, which may also require significant management time and other resources, and any failure to comply may adversely affect our business and results of operations.

The Government of India proposes to revamp the implementation of direct taxes through the introduction of the Direct Taxes Code, or DTC. The tax impact of the DTC on our business is currently unclear. The Government of India has also proposed a comprehensive national goods and services tax, or GST, regime that will combine taxes and levies by the central and state governments into a unified rate structure. Given the limited availability of information in the public domain concerning the GST, we are unable to provide any assurance as to the tax regime following implementation of the GST. The implementation of this new structure may be affected by any disagreement between certain state governments, which could create uncertainty. Any such future amendments may affect the overall tax efficiency of any company operating in India, and may result in significant additional taxes becoming payable.

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

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

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

The majority of our bookings are made through our Indian website. However,website and our mobile offerings. According to the IAMAI’s forecasts, India’s Internet penetration in India was 10.2% asuser population is forecasted to reach 243 million by June 2014, more than 75% of December, 2011, accordingwhom are expected to primarily access the Internet World Stats.via mobile devices. There can be no assurance that Internet penetration in India will increase in the future as slowdowns or disruptions in upgrading efforts for infrastructure in India could reduce the rate of increase in the use of the Internet. As such we may need to make additional investments in alternative distribution channels. Further, any slowdown or negative deviation in the anticipated increase in Internet penetration in India may adversely affect our business and prospects.

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.

As of April 30, 2012,March 31, 2014, SB Asia Investment Fund II L.P., or SAIF, owned 31.85%owns 24.8% of the issued and outstanding shares of our company and each of T. Rowe Price (as defined in “Major Shareholders and Related Party Transactions”), Tiger Global (as defined in “Major Shareholders and Related Party Transactions”), Mr. Deep Kalra, owned 19.34%personally and 9.44%through Travogue (as defined in “Major Shareholders and Related Party Transactions”) and Wasatch Advisors Inc., beneficially own 21.7%, 17.5%, 8.9% and 8.4%, respectively, of the issued and outstanding shares of our company. By virtue of such significant shareholdings, these shareholders have the ability to exercise significant influence over our company and our affairs and business, including the election of directors, the timing and payment of dividends, the adoption and amendments to our Constitution, the approval of a merger or sale of substantially all our assets and the approval of most other actions requiring the approval of our shareholders. The interests of these shareholders may be different from or conflict with the interests of our other shareholders and their influence may result in the delay or prevention of a change of management or control of our company, even if such a transaction may be beneficial to our other shareholders.

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

As the functional currency of MMT India, our key operating subsidiary, is the Indian Rupee, our exposure to foreign currency risk primarily arises in respect of our non-Indian Rupee-denominated trade and other receivables, trade and other payables, and cash and cash equivalents. Based on our operations in fiscal year 2012, a 10.0% appreciation of the US dollar against the Indian Rupee as of March 31, 2012, assuming all other variables remained constant, would have decreased our profit for fiscal year 2012 by $0.8 million. Similarly, a 10.0% depreciation of the US dollar against the Indian Rupee as of March 31, 2012, assuming all other variables remained constant, would have increased our profit for fiscal year 2011 by $0.8 million. Based on our operations in fiscal year 2011, a 10.0% appreciation of the US dollar against the Indian Rupee as of March 31, 2011, assuming all other variables remain constant, would have decreased our profit for fiscal year 2011 by $0.6 million. Similarly, a 10.0% depreciation of the US dollar against the Indian Rupee as of March 31, 2011, assuming all other variables remain constant, would have increased our profit for fiscal year 2011 by $0.6 million.

We are also exposed to movements between the US dollar and the Indian Rupee in our operations, as approximately 7.2% and 11.1% of our revenue for fiscal years 2011 and 2012, respectively, was generated by MMT India from its air ticketing business and received in US dollars although our expenses are generally incurred in Indian Rupees. Additionally, we receive revenue from our hotels and packages segment in Indian Rupees, but a portion of our expenses in this segment (those relating to outbound packages from India in particular) could be incurred in a non-Indian currency. We currently do not have any hedging agreements or similar arrangements with any counter-party to cover our exposure to any fluctuations in foreign exchange rates. While, we do incorporate margins in our pricing to cover any adverse fluctuations in foreign exchange rates, there can be no assurance that such margins will adequately protect us from adverse fluctuations in foreign exchange rates and hence our earnings remain susceptible to foreign exchange rate fluctuations.

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

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

Inaccurate Information from Suppliers of Hotel Room Inventory May Lead to Customer Complaints.

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

Risks Related to Operations in India

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

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

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

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

In fiscal years 2010, 20112012, 2013 and 2012, 94.7%2014, 82.8%, 92.8%85.7% and 82.8%83.2%, respectively, of our revenue was derived directly from sales by our subsidiary in India. The performance and growth of our business are necessarily dependent on economic conditions prevalent in India, which may be materially and adversely affected by political instability or regional conflicts, a general rise in interest rates, inflation, and economic slowdown elsewhere in the world or otherwise. The CIA World Factbook estimates that consumer inflation in India was 10.9%9.2% in 2009, 11.7%2012 and 9.6% in 2010 and 6.8% in 2011.2013. The Indian economy also remains largely driven by the performance of the agriculture sector which depends on the quality of the monsoon which is difficult to predict. The Indian economy has grown significantly over the past few years, although it has recently experienced an economic slowdown. In the past, economic slowdowns in the Indian economy have harmed the travel industry as customers have less disposable income for their travels, especially holiday travel. Any continued or future slowdown in the Indian economy or a further increase in inflation could have a material adverse effect on the demand for the travel products we sell and, as a result, on our financial condition and results of operations.

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

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

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

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

South Asia has also experienced instances of civil unrest and hostilities among neighboring countries from time to time, including between India and Pakistan. There have also been incidents in and near India such as terrorist attacks and troop mobilizations along the border. Such military activity, terrorist attacks or other adverse social, economic and political events in India in the future could adversely affect the Indian economy by disrupting communications and making travel more difficult. Resulting political tensions could create a greater perception that investments in Indian companies involve a high degree of risk and could have an adverse impact on our business and the price of our ordinary shares. Furthermore, if India were to become engaged in armed hostilities, we might not be able to continue our operations. While we maintain insurance for losses arising from terrorist activities, our insurance policies do not cover business interruptions from terrorist attacks or for other reasons.

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

India has experienced natural calamities such as earthquakes, tsunamis, floods and drought in the past few years. In December 2004, Southeast Asia, including bothFor example, in June 2013, the easternstate of Uttarakhand in northern India, a popular tourism destination, experienced widespread floods and western coasts of India, experienced a massive tsunami, and in October 2005, the State of Jammu and Kashmir experienced an earthquake, both of which events caused significant loss of life and property damage.landslides. The extent and severity of these natural disasters determines their impact on the Indian economy. Substantially all of our operations and employees are located in India and there can be no assurance that we will not be affected by natural disasters in the future. Furthermore, if any of these natural disasters occur in tourist destinations such as the tsunami in 2004 which affected the state of Kerala, a popular vacation destination in India, travel to and within India could be adversely affected, which could have an adverse impact on our business and financial performance.

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

India regulates ownership of Indian companies by foreigners, although some restrictions on foreign investment have been relaxed in recent years. These regulations and restrictions may apply to acquisitions by us or our affiliates, including MMT India and affiliates which are not resident in India, of shares in Indian companies or the provision of funding by us or any other entity to Indian companies within our group. For example, under its consolidated foreign direct investment policy, the Government of India has set out additional requirements for foreign investments in India, including requirements with respect to downstream investments by Indian companies, owned or controlled by foreign entities, and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to foreigners. Further, India’s Foreign Exchange Management Act, 1999, as amended, and the rules and regulations promulgated thereunder, or FEMA, restrict us from lending to or borrowing from our Indian subsidiary. These requirements, which currently include restrictions on valuations and sources of funding for such investments and may include prior approval from the Foreign Investment Promotion Board, may adversely affect our ability to make investments in India, including through MMT India. There can be no assurance that we will be able to obtain any required approvals for future acquisitions or investments in India, or that we will be able to obtain such approvals on satisfactory terms.

We Are Subject to Governmental Regulations and Oversight in India, Including by the Reserve Bank of India, and Have Paid Penalties in the Past in Relation to Non-Compliance.

The Reserve Bank of India, or RBI, has prescribed certain requirements in connection with the acquisition and transfer of foreign securities by Indian residents and transfers and issuances of shares to foreigners. We have paid penalties to the Reserve Bank of India to remedy certain instances of non-compliance with respect to such requirements in the past. If we are not compliant with applicable Indian foreign exchange laws and regulations in the future, we may become liable to penalties or actions imposed by the Reserve Bank of India.

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

The Competition Act, 2002, as amended, or the Competition Act, seeks to preventprohibits practices that could have an appreciable adverse effect on competition in India. Under the Competition Act, any arrangement, understanding or action, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition withinin India is void and willmay result in substantial penalties and compensation to be subjectpaid to substantial penalties.persons shown to have suffered losses. Any agreement thatamong competitors which directly or indirectly determines purchase or sale prices, results in bid rigging or collusive bidding, limits or controls production, supply, markets, technical development, investment or createsthe provision of services, or shares the market sharingor source of production or provision of services in any manner, including by way of allocation of geographical area typeor types of goods or services or number of customers in the market, or which involves bid rigging is presumed to have an appreciable adverse effect on competition. Provisions relating to the regulation of certain acquisitions, mergers or amalgamations which have an appreciable adverse effect on competition and regulations recently issued by the Competition Commission of India with respect to notification requirements for such combinations became effective on June 1, 2011.

The effect ofFurther, the Competition Act onprohibits the business environmentabuse of a dominant position by any enterprise either directly or indirectly, including by way of unfair or discriminatory pricing or conditions in India is unclear. the sale of goods or services, using a dominant position in one relevant market to enter into, or protect, another relevant market, and denial of market access, and such practices are subject to substantial penalties and may also be subject to compensation for losses and orders to divide the enterprise.

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

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

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

Recent amendmentsAmendments introduced in 2012 to the Income Tax Act, 1961, as amended, provide that income arising directly or indirectly through the sale of a capital asset, including any shares ofor interest in a company incorporated outside of India, will be subject to tax in India, if such shares deriveor interest directly or indirectly or directlyderive their value substantially from assets located in India, irrespective of whether the seller of such shares has a residence, place of business, business connection, or any other presence in India. The amendments do not define the term “substantially” or address the interplay between a tax treatythe double taxation avoidance agreements that India has entered into with other countries, and the Income Tax Act in the event of an indirect transfer of shares. Further, the applicability and implications of the recent amendments are largely unclear. If the Indian tax authorities determine that our ordinary shares derive their value substantially from assets located in India, our investors may be subject to Indian income taxes on the income arising directly or indirectly through the sale of our ordinary shares.

Risks Related to Investments in Mauritian Companies

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

We are incorporated under the laws of Mauritius. The laws generally applicable to United States corporations and their shareholders may provide shareholders of United States corporations with rights and protection for which there may be no corresponding or similar provisions under the Companies Act 2001 of Mauritius, as amended, or the Mauritius Companies Act. As such, if you invest in our ordinary shares, you may or may not be accorded the same level of shareholder rights and protection that a shareholder of a United States corporation may be accorded under the laws generally applicable to United States corporations and their shareholders. Taken together with the provisions of our Constitution, some of these differences may result in your having greater difficulties in protecting your interests as our shareholder than you would have as a shareholder of a United States corporation. This affects, among other things, the circumstances under which transactions involving an interested director are voidable, whether an interested director can be held accountable for any benefit realized in a transaction with us, what rights you may have as a shareholder to enforce specified provisions of the Mauritius Companies Act or our Constitution, and the circumstances under which we may indemnify our directors and officers.

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

We are a Mauritius Category 1 Global Business Company and are tax resident in Mauritius. The Income Tax Act 1995 of Mauritius imposes a tax in Mauritius on the chargeable income of our company at the rate of 15.0%. However, under the Income Tax (Foreign Tax Credit) Regulations 1996 of Mauritius, subject to the Income Tax Act 1995 and the regulations under the Income Tax (Foreign Tax Credit) Regulations 1996, credit is allowed for foreign tax on the foreign source income of a resident of Mauritius against Mauritius tax computed by reference to the same income, and where credit is allowed against Mauritius tax chargeable in respect of any income, the amount of Mauritius tax so chargeable shall be reduced by the amount of the credit. Under the Income Tax Act 1995, “foreign source income” means income which is not derived from Mauritius and includes, in the case of a corporation holding a Category 1 Global Business LicenceLicense under the Financial Services Act 2007 of Mauritius, income derived from its transactions with non-residents or corporations holding a Category 1 Global Business LicenceLicense under the Financial Services Act. Subject to the provisions of the Income Tax (Foreign Tax Credit) Regulations 1996, no credit is allowed in respect of foreign tax unless written evidence is presented to the Mauritius Revenue Authority showing the amount of foreign tax which has been charged and forcharged. For this purpose, ���written“written evidence” includes a receipt of the relevant authorities of the foreign country for the foreign tax or any other evidence that the foreign tax has been deducted or paid to the relevant authorities of that country. However, pursuant to regulation 8 of the Income Tax (Foreign Tax Credit) Regulations 1996, if written evidence is not presented to the Mauritius Revenue Authority showing the amount of foreign tax charged on our company’s foreign source income, the amount of foreign tax shall nevertheless be conclusively presumed to be equal to 80%80.0% of the Mauritius tax chargeable with respect to that income and in such circumstance, the effective tax rate in Mauritius on our company’s chargeable income would be 3%3.0%.

Following amendments to the Financial Services Act 2007 of Mauritius pursuant to the Finance (Miscellaneous Provisions) Act 2010 in December 2010, Mauritius companies holding a Category 1 Global Business Licence,License, or GBC1, issued by the Financial Services Commission in Mauritius are permitted to conduct business both in and outside Mauritius (instead of outside Mauritius only). The operations of a GBC1 company in Mauritius will be subject to tax on chargeable income at the rate of 15%15.0% in Mauritius.

We hold two tax residence certificates issued Our company holds a specific Tax Residence Certificate for India, valid until May 4, 2015 and a general Tax Residence Certificate for all jurisdictions, valid until May 8, 2015, from the Mauritius Revenue Authority, as per the guidelines prescribed by the Mauritius Revenue Authority. These tax residence certificates are renewed annually and we have applied for their renewal and currently await the renewed certificates.

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

Risks Related to Our Ordinary Shares

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

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

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

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

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

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

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

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

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

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

As of March 31, 20122014, we had 37,159,60541,678,341 ordinary shares outstanding. Further, although certain of our share option holders are subject to restrictions on selling shares acquired upon the exercise of options, the majority of the options granted under our equity plan are freely exerciseable. All of the ordinary shares sold in our prior public offerings are freely tradeabletradable without restriction or further registration under the U.S.US Securities Act of 1933, or the Securities Act, unless held by our “affiliates” as that term is defined in Rule 144 under the Securities Act. Subject to applicable restrictions and limitations under Rule 144 of the Securities Act, all of our shares outstanding before our prior public offerings will be eligible for sale in the public market. If these shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our ordinary shares could decline. We cannot predict what effect, if any, market sales of ordinary shares held by our significant shareholders or any other shareholder or the availability of these ordinary shares for future sale will have on the market price of our ordinary shares.

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

Any future issuance of equity securities could dilute the interests of our shareholders and could substantially decrease the trading price of our ordinary shares. We may issue equity or equity-linked securities in the future for a number of reasons, including to finance our operations and business strategy (including in connection with acquisitions and other transactions), to adjust our ratio of debt to equity, to satisfy our obligations upon the exercise of then-outstanding options or other equity-linked securities, if any, or for other reasons.

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

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

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

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

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

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

Based on, among other things, the current and anticipated valuation of our assets and composition of our income and assets, we do not believe we were a passive foreign investment company, or PFIC, for US federal income tax purposes for our current taxable year ending March 31, 2012.2014 or will become a PFIC in the foreseeable future. However, the application of the PFIC rules is subject to uncertainty in several respects. In addition, a separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Accordingly, we cannot assure you that we will not be a PFIC for our current taxable year or any future taxable year. A non-US corporation will be a PFIC for any taxable year if either (1) at least 75%75.0% of its gross income for such year is passive income or (2) at least 50%50.0% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25.0% (by value) of the stock. Because the value of our assets for purposes of the PFIC test will generally be determined in part by reference to the market price of our ordinary shares, fluctuations in the market price of the ordinary shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC. If we are a PFIC for any taxable year during which a US Holder (as defined in “Item 10. Additional Information — E. Taxation — US Federal Income Taxation”) holds an ordinary share, certain adverse US federal income tax consequences could apply to such US Holder. See “Item 10. Additional Information — E. Taxation — US Federal Income Taxation — Passive Foreign Investment Company.”

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

Provisions under the US Internal Revenue Code and Treasury Regulations thereunder, commonly referred to as “FATCA,” generally may impose 30.0% withholding on certain “withholdable payments” and “foreign passthru payments” (each as defined in the US Internal Revenue Code) made by a “foreign financial institution” (as defined in the US Internal Revenue Code) that has entered into an agreement with the IRS to perform certain diligence and reporting obligations with respect to the foreign financial institution’s US-owned accounts (each such foreign financial institution, a “Participating Foreign Financial Institution”). If we were treated as a foreign financial institution and if we become a Participating Foreign Financial Institution, to the extent payments on the ordinary shares are considered foreign passthru payments, such withholding may be imposed on such payments to any foreign financial institution (including an intermediary through which a holder may hold the ordinary shares) that is not a Participating Foreign Financial Institution or any other investor who does not provide information sufficient to establish that the investor is not subject to withholding under FATCA, unless such foreign financial institution or investor is otherwise exempt from FATCA. Under current guidance, the term “foreign passthru payment” is not defined and it is therefore not clear whether or to what extent payments on the ordinary shares would be considered foreign passthru payments, although IRS guidance has indicated that the definition of “foreign passthru payment” is intended to cover payments that are attributable to underlying US source income. Withholding on foreign passthru payments would not be required with respect to payments made before January 1, 2017. The United States has entered into intergovernmental agreements with certain non-US jurisdictions that will modify the FATCA withholding regime described above. It is not yet clear how the intergovernmental agreements will address foreign passthru payments and whether such intergovernmental agreements may relieve foreign financial institutions of any obligation to withhold on foreign passthru payments.

A. History and Development of our Company

Our company (Company No. 24478/5832) is a public company incorporated under the laws of Mauritius with limited liability on April 28, 2000 and we hold a Category 1 Global Business Licence issued by the Financial Services Commission in Mauritius. Our registered office is located at c/o Multiconsult Limited, Rogers House, 5 President John KennedyLes Cascades Building, Edith Cavell Street, Port Louis, Mauritius and the telephone number for this office is (230) 212 9800 and our principal executive office is located at Tower A, SP Infocity, 243, Udyog Vihar, Phase 1, Gurgaon, Haryana 122016, India and the telephone number for this office is (91-124) 439-5000. Our principal website address is www.makemytrip.com. Our other websites include www.makemytrip.ae; www.makemytrip.ca; www.makemytrip.com.sg; www.us.makemytrip.com, www.hoteltravel.com and www.easytobook.com. Information contained on our website, or the website of any of our subsidiaries or affiliates, is not a part of this annual report.Annual Report. Our agent for service in the United States is CT Corporation System, 111 Eighth Avenue,MakeMyTrip Inc., 60 East 42nd Street, Suite 2029, New York, New York 10011.NY 10165.

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

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

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

As of March 31, 2011, our stated capital was $113,372,678.25, comprising 35,099,639 ordinary shares with a par value of $0.0005 each. On June 2, 2011, we completed a follow-on public offering of 5,244,000 of our ordinary shares at $24.00 per share. On June 29, 2011, in connection with our follow-on public offering, we completed an additional over-allotment offering of 350,000 of our ordinary shares at $24.00 per share.

On November 6, 2012, we issued 209,050 shares as a part of the initial consideration for the acquisition of the Hotel Travel Group.

On March 19, 2014, we completed a follow-on public offering of 5,500,000 of our ordinary shares at $23.00 per share and an over-allotment offering of 825,000 of our ordinary shares at $23.00 per share.

As of March 31, 2012,2014, our stated capital was $151,359,855.90,$ 231,869,798.86, comprising 37,159,60541,678,341 ordinary shares with a par value of $0.0005 each.

On April 22, 2014, we issued 38,656 shares as part of deferred consideration payable in relation to our acquisition of the Hotel Travel Group. These shares were issued from treasury shares held by us.

As of April 30, 2012,2014, our stated capital was $151,359,856.00,$231,869,798.88, comprising 37,159,81441,678,374 ordinary shares with a par value of $0.0005 each.

Recent Investments and Acquisitions

On May 9, 2011,In November 2012, we acquired an approximate 79% equitya 100.0% stake in Luxury Tours &the companies comprising the Hotel Travel Pte Ltd, a Singapore-based travel agency that provides hotel reservations, excursion tours and other related services to inbound and outbound travelersGroup. The Hotel Travel Group has been operating in Singapore and the region, in accordanceSoutheast Asia with the termswell-established brand “Hotel Travel” and through the website www.hoteltravel.com for over a decade with a presence in Malaysia, Thailand and Singapore. The total consideration payable to the promoters of the share purchase agreement dated February 9, 2011 entered into with Luxury Tours &Hotel Travel Pte Ltd and its existing shareholders. We paid cash consideration of approximately $3.0Group by us is $25.0 million, subject to working capitalan estimated balance sheet adjustment. On November 6, 2012, $10.0 million of this amount was paid in cash and $3.3 million in the form of our shares, after making an adjustment for a portion of the estimated balance sheet adjustment. We have agreed to pay the remaining consideration in the form of our shares, subject to a final adjustment, in accordancethree annual tranches, with the termsfinal tranche scheduled for January 2016. We believe the acquisition of the shareHotel Travel Group will help us further strengthen our presence in the hotels and packages segment in India and Southeast Asia.

In November 2012, we acquired a 51.0% stake in the ITC Group, a well-established hotel aggregator and tour operator in Thailand. The aggregate consideration we paid was (i) $2.2 million for the purchase agreement. We have further invested approximately $0.8of shares from the existing shareholders of the ITC Group, and (ii) $1.0 million duringfor the year ended March 31, 2012 for subscription of new equity shares in Luxury Tours & Travel Pte Ltd, thereby increasing our stake to approximately 83%.

We planof the ITC Group. As of March 31, 2014, we owned 51.0% of the ITC Group, and we expect to acquire the remaining shares of Luxury Tours & Travel Pte Ltdthe ITC Group from the existing shareholders in cash, payable in two additionalfour tranches, over an earn-out period ending June 2014. The earn-out will beDecember 2016, at a price based on a valuation linked to the future profitability of Luxury Tours & Travel Pte Ltd.the ITC Group and the employment status of the ITC Group’s promoter. We believe this acquisition will help us further expand our presence in Thailand, a key market for outbound holidays, by establishing more direct hotel relationships in the country.

On February 6, 2014, we completed our acquisition of the entire equity interest in a group of companies comprising the ETB Group. We purchased shares from the existing shareholders of the ETB Group and invested a further amount into the ETB Group. The total purchase consideration and investment in the ETB Group is approximately $4.4 million. The acquisition of the ETB Group is expected to further strengthen our existing travel technology platform and systems and to broaden the international hotel room offerings for customers travelling overseas, particularly to Europe which is a key tourist destination for Indians. We also intend to leverage this acquisition to build a position of strength inincrease travel between Europe, India and Southeast Asia, through relationshipsour expanded hotel and packages business which offer rooms in each of these key regions.

We have historically financed our capital expenditure requirements with local hotels and vendors.

In July 2011, we incorporated Luxury Tours (Malaysia) Sdn Bhd to further expand ourcash flows from operations, in Malaysia and adjacent markets. In August, 2011, Luxury Tours (Malaysia) Sdn Bhd became our wholly-owned subsidiary. To date, we have invested $168,000 in Luxury Tours (Malaysia) Sdn Bhd.

In August 2011, we acquired 19.9% of Le Travenues Technology Private Limited, which owns and operates www.ixigo.com, an online travel meta search engine. We paid cash consideration of $4.8 million for the purchase of new shares as well as vendor shares. SAIF,through the sale of our largest shareholder, acquired 56.7%convertible and redeemable preferred shares and ordinary shares and proceeds from our public offerings.

We made capital expenditures of Le Travenues Technology Private Limited$9.0 million, $6.9 million and $5.6 million in fiscal years 2012, 2013 and 2014, respectively. As of March 31, 2014, we had committed capital expenditures of $0.4 million for $13.7 million. We believe this investment could potentially complement our online travel business.

In November 2011, we acquired approximately 29%fiscal year 2015, substantially all of My Guest House, which is engaged in the business of aggregation, sales and distribution of hotel room inventory with a special focus on budget lodging accommodations and serviced apartments. Pursuant to our agreements with My Guest House, we expect to acquire 100%spend in India. In addition, we expect to spend an additional approximately $7.0 million to $9.0 million on capital expenditures during fiscal year 2015. Our capital expenditures have principally consisted of My Guest House’s ordinary shares through an earn out structure based upon the achievementpurchases of various business parameters spread over eight years.servers, workstations, computers, computer software, leasehold improvements and other items related to our technology platform and infrastructure, upgrading of our websites, as well as improvements to our leasehold premises.

For further details, see “Risk Factors — Risks Related to Us and Our Industry — We believe this investment could potentially complement our online travel business.

B. Business Overview

We are the largest online travel company in India, based on gross bookings for 2011,2012, according to PhoCusWright. Through our primary website, www.makemytrip.com, or MakeMyTrip.com, and other technology-enhancedmobile platforms, travelers can research, plan and book a wide range of travel services and products in India as well as overseas. Our services and products include air tickets, hotels, packages, rail tickets, bus tickets, car hire and ancillary travel requirements such as facilitating access to third-party travel insurance.insurance and visa processing. As of March 31, 2014, we provided our customers with access to all major domestic full-service and low-cost airlines operating in India and all major airlines operating to and from India, over 11,400 hotels and guesthouses in India and more than 170,200 hotels and properties outside India, Indian Railways and several major Indian and Singapore bus operators.

We commenced operations in 2000 and in the first five years following our inception, we focused on the non-resident Indian market in the United States, primarily servicing mainly their needits demand for United States-India inboundStates to India air tickets. We started our Indian business with the launch of our Indian website in September 2005. During the initial years ofWe currently target our operations, weservices and travel products to leisure travelers and corporate travelers who prefer to make their own travel arrangements through our online and offline sales channels.

We have invested significant capital in our infrastructure as well asand in sales and marketing efforts to build our brand and gain recognition, and we recorded net losses for alleach of our completed fiscal years. Inyears except for fiscal year 2008, our second full fiscal year since we commenced our Indian business, weyears 2011 and 2012. We recorded a net loss of $(18.9) million. We reduced our net losslosses in fiscal years 2009 and 2010 recording net losses of $(7.3) million and $(6.2) million, respectively, and recorded net profits of $4.8 million and $7.0 million, respectively, in fiscal years 2011 and 2012. We also reduced our operating loss in fiscal years 2009 and 2010, recording operating losses of $(10.6) million and $(6.0) million, respectively, and recorded operating profits of $4.1 million and $4.0 million, respectively, in fiscal years 2011 and 2012. Excluding the effects of employee share-based compensation costs, we would have recorded an operating loss of $(10.2) million in fiscal year 2009, and operating profits of $0.8 million, $4.6 million and $10.9 million, respectively, in fiscal years 2010, 2011 and 2012; and we would have recorded a net loss of $(6.9)$(27.6) million and $(20.9) million in fiscal year 2009,years 2013 and net profits of $0.6 million, $5.4 million and $13.9 million, respectively, in fiscal years 2010, 2011 and 2012.2014, respectively.

We believe the strength of our brand, quality of our services, user-friendliness of our website experience, focus on our customers and efficacy of our marketing programs have enabled us to capture a significant share of the domestic air tickets market in India, while driving increased bookingsincreasing online penetration of the primarily-offline international outbound air tickets market. In fiscal year 2010, 1.6 million transactionsticketing market in India. We have won a number of awards, including, most recently, the Best Travel Portal by CNBC Awaaz (2013), Most Innovative B2C Company at Travel Innovation Summit by PhoCusWright (2013) for domesticcreating consumer friendly technologies, and Best Travel Portal by Lonely Planet (2013). We have leveraged our leading market share in air tickets in India were booked through us, and we generated $31.1 million inour strong brand to rapidly diversify into the hotels and packages business which represented 37.6% of our revenue less service cost from our air ticketing business. Induring fiscal year 2011, 2.6 million2014 as compared to 31.3% in fiscal year 2013. The number of transactions for domestic air tickets in India wereand hotels and packages booked through us were 3.7 million and we generated $47.6 million343,141, respectively, in revenue less service cost from our air ticketing business. In fiscal year 2012, 3.53.8 million transactions for domestic air tickets in India were booked through us, and we generated $66.3 million in revenue less service cost from our air ticketing business. We leverage our strength in air travel to grow into non-air travel and other segments of the travel industry, specifically hotels and packages. Revenue less service cost from our hotels and packages business totaled $8.0 million568,133, respectively, in fiscal year 2010, accounting for 19.8% of our2013 and 4.0 million and 869,805, respectively, in fiscal year 2014. Our total revenue less service cost $10.9 million in fiscal year 2011, accounting for 17.9% of our total revenue less service cost, and $18.2was $88.2 million in fiscal year 2012, accounting for 20.7% of our total revenue less service cost.$88.2 million in fiscal year 2013, and $106.4 million in fiscal year 2014.

We haveOur websites are designed our websites to provide our customers with a user-friendly experience. According to comScore, www.makemytrip.com had an average of over 4.28.3 million unique visitors per month in fiscal year 2012. In fiscal year 2010, 2.02014 and an average of over 7.2 million transactions were executed through our websites, accounting for approximately 94.5% of our total transactions,unique visitors per month in fiscal year 2011, 3.6 million transactions were executed2013.

Our customers are now able to make bookings on our mobile site, http://m.makemytrip.com, and on major mobile platforms through our websites, accountingmobile applications for iPhone and Android, which allow bookings for Indian and international flights, hotels and holiday packages and Indian bus offerings, our mobile application for BlackBerry, which allows bookings for Indian domestic flights, and our Windows Mobile application, which allows bookings for Indian domestic flights and hotels. Our mobile traffic and transactions are increasing rapidly and our mobile customer base has increased from 23,365 as of March 31, 2012 to 327,892 as of March 31, 2014. As of March 31, 2014, our BlackBerry application, which was launched in early 2011, had been downloaded approximately 96.0% of our total transactions, and in fiscal year 2012, 4.9 million transactions were executed through our websites, accounting for approximately 95.9% of our total transactions.

We recently made significant improvements to our online hotel booking platform, which provide an enhanced user experience for researching and booking hotels on MakeMyTrip.com. Furthermore, we recently launched337,000 times, our Android application, which allows customers to book domestic flightswas launched in India, complementingApril 2012, had been downloaded approximately 1.5 million times, our existingiPhone application, which was launched in July 2012, had been downloaded approximately 682,000 times and our Windows Mobile application, which was launched in August 2013, had been downloaded approximately 238,000 times. As of March 31, 2014, we had 2.5 million mobile offerings, including our Blackberry application, and updated our mobile website, m.makemytrip.com, to provide an enhanced experience for Android and iPhone users.

We have built an advanced and secure technology platform, which integrates our sales, customer service and fulfillment operations. Our technology platform is scalable and can be upgraded to handle increased traffic and complexity of products with limited additional investment. As reported by The Economic Times on February 6, 2011,In the Indian middle class is expected to growpast, when multiple airlines have offered promotional rates, we have experienced peak traffic and our websites handled approximately 42,000 transactions and over three times from 160 million people currently to 547 million people by 2026.2,000,000 searches in our flights section a day. In order to meet the requirements of this growing Indian middle class travel market where Internet penetration is relatively low, we also utilize other technology-enhanced distribution channels, including call centers and travel stores in India, as well as our travel agents’ network in India.

We providehave made selective acquisitions to enhance our customers withhotel inventory in popular travel destinations for our user base and to gain access to all major domestic full-servicetechnology. Most recently, in February 2014, we acquired a group of companies headquartered in Amsterdam, Netherlands, operating through its website, Easytobook.com, which offers online hotel reservations in Europe, North America and low-cost airlines operating in India and all major airlines operating to and from India, more than 8,000 hotels and guesthouses in India and a wide selection of hotels outside India, Indian Railways and several major Indian and Singaporean bus operators. On the other hand, wekey global travel destinations. We believe we are a cost-effective distribution channel for our suppliers, providing reach to a large and expanding customer base in India as well as non-resident Indians.

In our air ticketing business, we generate revenue through commissions and incentive payments from airlines, service fees charged to our customers and fees from our GDS service providers. We primarily use Amadeus GDS. In our hotels and packages business, our revenue represents the total amount paid by our customers for these travel services and products and the cost of procuring the relevant services and products are classified as service cost. We 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 Our total revenue less service cost increased from $61.1 million in fiscal year 2011 to $88.2 million in fiscal year 2012.

We believe the overall Indian travel industry will experience continued growth due to income growth in India and the increased spending by Indians on travel and recreation. According to Internet World Stats, as of December 2011, Internet penetration was at 10.2% in India, making India the world’s third largest population of internet users after China and the United States, as compared with 78.3% in the United States. We therefore believe that the Indian online travel industry is well-positioned for long-term growth and that our well-recognized brand, leadership in the online travel market in India and broad and technology-enhanced distribution channels position us well to capitalize on these growth opportunities.

Furthermore, for two years in a row, MMT India has been ranked one of the top three best places to work among the top 500 companies in India, according to rankings published in 2010 and 2011 of “India’s Best Companies to Work For” by the Great Place to Work Institute, an independent global research and consulting firm, and The Economic Times, a daily business newspaper in India.

Our Strengths

We have the following competitive strengths:

The Largest Online Travel Company in India with a Well-Recognized Brand. Since commencing our travel business in India in 2005, we have become the largest company in the Indian online travel market with 47% of total market share, based on gross bookings for 2011,2012, according to PhoCusWright. In fiscal year 2010, 1.6 million transactions for domestic air tickets in India and 109,672 transactions for hotels and packages were booked through us. In fiscal year 2011, 2.6 million transactions for domestic air tickets in India and 175,869 transactions for hotels and packages were booked through us. In fiscal year 2012, 3.5 million transactions for domestic air tickets in India and 343,141 transactions for hotels and packages were booked through us. In fiscal year 2013, 3.4 million transactions for domestic air tickets in India and 568,133 transactions for hotels and packages were booked through us. In fiscal year 2014, 3.5 million transactions for domestic air tickets in India and 869,805 transactions for hotels and packages were booked through us. According to comScore, www.makemytrip.com had an average of over 4.28.3 million unique visitors per month in fiscal year 2012.2014 and an average of over 7.2 million unique visitors per month in fiscal year 2013. Based on data from the DGCA, we estimate that one in eight domestic air passengers in India booked their air ticket through our company in fiscal year 2014.

We believe that our brand is well-recognized in the Indian travel industry. In 2012, MakeMyTrip was named2013, we were voted the Best Indian Travel Portal by the readers of Lonely Planet Magazine India. In 2012, we were selected as the Best Travel Portal (Indian) by readers of Lonely Planet Magazine India and inFavourite Travel Portal by readers of Outlook Traveller magazine. In 2011, MakeMyTrip waswe were named the Best Online Travel Agency and Best Domestic Tour Operator by the Times of India. We were also the first and only online travel agency brand to be selected as a Superbrand^TM in India for 2009-2010. We have invested in developing and promoting our brand since our inception, using a combination of traditional channels such as print, radio and television, mass media campaigns, as well as search engine marketing and other innovative digital marketing tools, such as outreach through Facebook^TM, LinkedIn^TM and other social media websites, viral marketing and online display banners, to broaden our reach to travelers in India and overseas. We also believe that our brand strength is responsible for allowing us to source a significant portion of our traffic from non-paid sources such as search engine results and direct traffic, as opposed to paid results, such as search engine marketing.

We believe that our reputation and market position have also provided us with better leverage when contracting with airlines, hotels and other suppliers.

Comprehensive Selection of Service and Product Offerings.We offer our customers a comprehensive selection of travel and travel-related services and products. We cater to the travel needs of residents in India as well as non-resident Indians and others traveling to India from the United States, Europe, Southeast Asia, the United Arab Emirates and other countries. Our services and products include air tickets, hotels, packages, rail tickets, bus tickets, car hire and ancillary travel requirements such as facilitating access to travel insurance and visa processing. We provideAs of March 31, 2014, we provided our customers with access to all major domestic full-service and low-cost airlines operating in India and all major airlines operating to and from India, more than 8,000over 11,400 hotels and guesthouses in India and a wide selection ofmore than 170,200 hotels and properties outside India, Indian Railways and several major Indian and SingaporeanSingapore bus operators. We also offer our customers accessOur selection of domestic hotels is diverse, with a number of choices for travelers from one-star to limited-time offers for hotels, holidays and flights at reduced rates on our special deals website, www.makemytripdeals.com.five-star offerings. We believe our comprehensive selection of travel services and products makes us a “one stop shop” for our customers’ travel needs and allows us to combine multiple products and provide customized packages that suit the unique needs of our customers.

Broad Distribution Network.We use a variety of technology-enhanced distribution channels to target the growing Indian middle class travel market, where Internet penetration is still relatively low. Our distribution network is centered on our India-focused website, www.makemytrip.com (which includes our US sub-domain website), our Southeast Asia-focused website, www.hoteltravel.com, our Europe-focused website, www.easytobook.com, our United Arab Emirates-focused website, www.makemytrip.ae, and our Canadian website, www.makemytrip.ca, our call centers, our airport counters and our various travel stores in 4243 cities in India as of April 30, 2012.March 31, 2014. As of April 30, 2012,March 31, 2014, we also had a network of over 12,000approximately 1,150 registered agents across approximately 1,000190 cities and towns in India who can access our business-to-business, or B2B, website enablingwhich enables them to sell our full suite of online travel services to their customers. We recently launchedOur customers are now able to make bookings on our mobile site, http://m.makemytrip.com, and on major mobile platforms through our mobile applications for iPhone and Android, which allow bookings for Indian and international flights, hotels and holiday packages and Indian bus offerings, our mobile application for BlackBerry, which allows bookings for Indian domestic flights, and our Windows Mobile application, which allows customers to bookbookings for Indian domestic flights in India, complementing our existing mobile offerings, including our Blackberry application, and updated our mobile website, m.makemytrip.com, to provide an enhanced experience for Android and iPhone users.hotels. Our broad distribution network gives us widespread access to travelers both in India as well as abroad.

Advanced, Secure and Scalable Technology Platform.We have built an advanced and secure technology platform, which integrates our sales, customer service and fulfillment operations. We have designed our websites to be user-friendly, providing our customers with extensive low pricelow-price options and alternative routings, as well as offering them combinations of flight and hotel bookings at cost effectivecost-effective rates. Our websites also enable our customers to find their right destinations easily by using colloquial names or major landmarks. We also recently made significant improvements to our online hotel booking platform, such as more flexible filters and an improved listing and details pages, which provide an enhanced user experience for researching and booking hotels on MakeMyTrip.com. In addition, we are in the processWe continue to focus on automation by making changes to our extranet to allow more of building a new hotel extranet, which we believe will improve operational efficiency for our team and the hotel suppliers whoto use our system.a self-service mode in managing their rates and inventory.

Our web-based booking engine has been designed to link to our suppliers’ systems either through “direct connects” or a GDS (we primarily use Amadeus GDS), and is capable of delivering real time availability and pricing information for multiple options simultaneously. In addition, we also provide extranet access to our hotel suppliers where they can update their rates, inventory and content on our websites.

Our technology platform in India is able to handle up to 13.0 million website requests and 8.5 million page views per day. This platform is scalable, and can be upgraded to handle increased traffic and complexity of products with limited additional investment. In the past, when multiple airlines have offered promotional rates, we have experienced peak traffic and our websites handled approximately 42,000 transactions and over 2.0 million searches in our flights section a day. We intend to continue to invest in mobile offerings and applications. Our ETB technology platform is able to handle up to 2.2 million website requests per day.

Customer-Focused Approach.We place significant emphasis on technology, personnel and training to improve our services to our customers. Our customers can choose from our various customer service channels to contact us, including web-based self serviceself-service or chat support as well as our toll-free call centers, our airport counters, our travel stores and e-mail. We have access to a large amount of customer data on account of our size, which allows us to optimize our online marketing and provide customized product offerings. Our mobile service platform also enables customers to receive e-tickets and flight alerts via text messages (SMS) on their mobile phones. We recently launchedOur customers are now able to make bookings on our mobile site, http://m.makemytrip.com, and on major mobile platforms through our mobile applications for iPhone and Android, which allow bookings for Indian and international flights, hotels and holiday packages and Indian bus offerings, our mobile application for BlackBerry, which allows bookings for Indian domestic flights, and our Windows Mobile application, which allows customers to bookbookings for Indian domestic flights in India, complementing our existingand hotels. In addition to being able to make different types of travel bookings on their smartphones and mobile offerings, including our Blackberry application,devices, customers can view their booking details, cancel bookings, request e-tickets, track refund status, check flight status, look for new deals and updated our mobile website, m.makemytrip.com,use location-based services to provide an enhanced experience for Android and iPhone users. We also made significant improvements to our online hotel booking platform whichfind nearby places of interest. Our websites provide an enhanced user experience for researching and booking hotels, on MakeMyTrip.com. We provideas well as valuable travel information not available on our websites,mobile site, such as flight status information, user-generated travel reviews and destination guides to help customers conduct research and make travel decisions. We haveOur website also addedincludes a new search tool for international flights called “Inspire” targeted towards leisure travelers. This tool recommends international destinations to customers based on their selected interests and budget, shows fare trends for the next few months and facilitates the purchase of flight tickets. We have also recently launched “RoutePlanner,” a socialservice on our website that helps users choose among various transportation options, including air, bus, rail and hired car, for travel between any two of over 4,000 cities in India. In addition, we have launched our “Holidays” application called “Tripalong” (www.tripalong.in), which allows air-travelers to shareon Windows 8 and synchronize theirour “Trip Ideas” application on Android and iPhone. Both of these applications are focused on helping users choose among various domestic and international travel itineraries using popular social networks, such as Facebook and LinkedIn.destinations.

We primarily outsource our call center operations and fulfillment process to IBM Daksh Business Process Services Private Limited, or IBM, iEnergizer IT Services, Intelenet Global ServicesSerco, InterGlobe Technologies Private Limited, or InterGlobe and Motif India Infotech in India, as we believe these experienced and reputable service providers are able to adhere to our customer service standards and enhance our service quality. We also have a dedicated in-house escalation service which operates 24 hours a day, seven days a week, and is responsible for addressing issues or complaints raised by our customers.

Experienced Management Team.We operate in an industry where we believe one of the most important assets is the quality of our people. Our senior management team is comprised of industry executives with significant experience in the travel industry, including online travel agencies, in India, the United States and the United Kingdom. Our management team also has in-depth experience in the Internet and information technology industries, having worked with companies such as GE Capital, Google, IBMKohler India, and CA Technologies, and in the consumer industry, including Pepsi. We also actively recruit MBA graduates and engineers from leading institutions in India to fill important management roles in our company.

Our Strategy

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

Expand Our Hotels and Packages Business.Our hotels and packages business generally yields higher net revenue margins than our air ticketing business. Webusiness, and we intend to acquire or build technology platformscontinue shifting our business mix towards this segment. This will be done by proactively investing to gain further market share, through increasing automation, adopting new technologies and a deep customer focus. Our objective is to enable more hotel suppliers to be directly-connectedseamlessly connected to our various websites as this allows our supplierswith the latest methodologies which include direct connects, channel managers and direct integrations with various aggregators. We also continue to upload information about available rooms, services and rates directly from their central reservation systems onto our websites, as well as automatically confirm hotel reservations madefocus on automation by our customers on a real time basis. In fiscal year 2011, we launched a booking engine on our website that allows our customers to search and book some of our domestic holiday packages online, and we recently made significant improvementsmaking changes to our online hotel booking platform, which provide an enhanced user experience for researching and booking hotels on MakeMyTrip.com. As of April 30, 2012, only approximately 4.7%extranet to allow more of our hotel suppliers to use a self-service mode in India were directly-connectedmanaging their rates, inventory, content and payments. We are investing heavily on improving the customer experience by improving our offering on various devices (especially mobile and tablets) which the customers use to us. We believe that our Indian hotels and packages business will grow as more of our suppliers become directly-connected toconnect with us and as we expand our travel agents’ network in India. Therefore, we are in the process of building a new extranet, which we believe will improve operational efficiency for our team and hotel suppliers who use our system. Increasing the number of “direct connects” with our hotel suppliers will also allow us to reduce the costs of fulfillment associated with confirmations and reconfirmations of reservations made under our direct allocation arrangements.becoming more content focused. We also intend to grow our packages business outside India through strategic partnerships and acquisitions, as well as by strengthening our relationships with key aggregators from whom we procure inventory for our overseas packages. See “— Pursue Selective Strategic Partnerships and Acquisitions.”packages products.

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

We seek to continue expanding our travel offerings beyond core air tickets, hotels and packages to mass market products including bus rail and car hire.rail. We introduced the sale of bus tickets in 2008 and the sale of rail tickets in 2009. We commenced the provision of chauffeur-driven car hire services online in May 2010, which was followed by self-driven car hire services. Currently, we offer customers the ability to rent self-driven cars worldwide and chauffeur-driven cars in over 200 cities in India through partnerships with over 100 car vendors. Wealso provide car hire services through our fully automated car hire website, call centers and travel stores as a standalone product and also in conjunction with flight bookings, hotelour holiday package bookings and holiday package bookings.

Expand Our Travel Agents’ Network.We are focused on expanding our travel agents’ network in India, to enable more travel agents to gainother value-added ancillary services such as facilitating access to insurance and visa processing to enhance our B2B website. We are looking to leverage thesecustomers’ travel agents to increase the sale of our hotels and holiday package products. We have a dedicated call center to service requests and queries from these agents, and provide training to assist these agents in the operation of our B2B web-based booking system. As of April 30, 2012, we had a network of over 12,000 registered agents across approximately 1,000 cities and towns in India.experience.

Enhance Our Service Platforms by Investing in Technology.We intend to continue to invest in technology to enhance the features of our services and our platforms. For example, we plan to integrate our Indian domestic air ticketsvarious hotel booking system withsystems across our international air tickets booking system and allow cross fare class bookings in one transaction.various websites. We also intend to extend user feedback features to more products, enable more user-friendly bookings to be saved by our customers and used across all our services and products, enhance our mobile service platform to make mobile transactions more user-friendly and allow real time fingerprinting to prevent online credit card fraud. We intend to sell more of our holiday packages online in addition to selling through our call centers, which we believe will result in increasing our operating margins. We believe that our continued investments in technology will enable us to enhance our customer service and to capitalize on the expected growth opportunities in the online travel market in India. We recently launchedintend to continue to focus on increasing our Android application, which allows customersonline and mobile customer base. We intend to book domestic flightscontinue to invest in India, complementingmobile offerings and applications. We also intend to strengthen our BlackBerry application,focus on analytics, and updatedupgrading our mobile website, m.makemytrip.com, to provide an enhanced experience for Android and iPhone users.technology platform.

Expand into New Geographic Markets.We believe we are well positioned for growth in other overseas markets, particularly those with a significant non-resident Indian population as well as destinations with proximity to India and favored by Indian travelers.travelers, particularly popular regional destinations that are located within a five-hour flight from India. In December 2009, we launched our website, www.makemytrip.ae, in the United Arab Emirates, following, among other things, the registration of our website’s domain name with the relevant registry as well as the procurement of additional servers to handle the increased traffic from this new international website. The United Arab Emirates has a significant non-resident Indian population, and our website is intended to serve the travel needs of non-resident Indian travelers traveling from the United Arab Emirates and neighboring Middle Eastern countries to India as well as on their travels elsewhere. We further expanded our presence in the United Arab Emirates through the incorporation of a new wholly owned subsidiary, MakeMyTrip FZ LLC, in fiscal year 2013. We launched our Canadian website, www.makemytrip.ca, in July 2010 to serve the travel needs of the Indian residents there. We entered the Singapore market by acquiring Luxury Tours & Travel Pte. Ltd, Singapore, in May 2011. Further, inIn July 2011, we incorporated Luxury Tours (Malaysia) Sdn Bhd to expand our operations in Malaysia and adjacent markets. In August, 2011, Luxury Tours (Malaysia) Sdn Bhd becameNovember 2012, we expanded in Thailand and Southeast Asia through our wholly-owned subsidiary.acquisitions of the Hotel Travel Group and the ITC Group. In February 2014, we entered the European market by acquiring the ETB Group.

Pursue Selective Strategic Partnerships and Acquisitions.In addition to growing our business organically, we may also pursue strategic partnerships and targeted acquisitions that complement our service offerings, or strengthen or establish our presence in our targeted overseas markets. Our purchase of certain assets of Travis Internet Private Limited, which operated www.ticketvala.com, in March 2010 was a step in this direction for our bus network.markets or to gain access to technology. In May 2011,February 2014, we acquired approximately 79%100% of the ETB Group, which primarily operates through its website www.easytobook.com and offers its customers online hotel reservations in Europe, North America and other key global travel destinations. During fiscal 2013, we completed our acquisition of 100% of Luxury Tours, & Travel Pte Ltd, a Singapore-based travel agency which is engaged in the business of providing hotel reservations, excursion tours and other related services to inbound and outbound travelers in Singapore and the rest of Southeast Asia. Our stake has increased to approximately 83.0% pursuant to an additional investment in March 2012. In August 2011,November 2012, we acquired 19.9%100% of Le Travenues Technology Private Limited, which ownsthe Hotel Travel Group, a well-established travel company in Southeast Asia, especially Thailand, and operates www.ixigo.com, an online travel meta search engine.a 51% stake in ITC group, a well-established hotel aggregator and tour operator focused on Thailand. We expect to acquire the remaining shares of the ITC Group from its existing shareholders by December 2016. In November 2011, we acquired approximately 29% of MyGuestMy Guest House, which is engaged in the business of aggregation, sales and distribution of hotel room inventory with a special focus on budget lodging accommodations and serviced apartments. As of March 31, 2014, we hold 38.34% in My Guest House. In August 2011, we acquired 19.9% of Le Travenues Technology Private Limited, which owns and operates www.ixigo.com, an online travel meta search engine. We believe our existing technology platform will enable us to successfully and cost-effectively integrate our partners or new companies we acquire into our network and allow us to ensure our best practices are followed.

Our Services and Products

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

Air Tickets

Our air tickets business is primarily targeted at domestic travel within India and international travel originating in India; and inbound travel to India from the United States and other countries.

Indian Domestic and Outbound Travel.We have experienced significant growth in our air ticketing business covering domestic travel within India and international travel from India since we commenced our Indian operations in 2005. The following table sets forth the number of transactions for air travel booked through us in this business in the last three fiscal years.recent prior periods.

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

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

Inbound Travel to India.We began selling air tickets for the United States-to-India sector in 2000. Our customers are mainly non-resident Indians and persons of Indian origin traveling to India. Our customers may search and book their flights on our US sub-domain website, us.makemytrip.com, which is linked to our primary website, www.makemytrip.com, and uses a similar search and display interface as our primary website, and may also call our toll-free US hotline, 1800-INDIA-10. The total number of transactions for inbound air travel to India booked through us was 36,135 in fiscal year 2010,primarily from the United States and 47,765 in fiscal year 2011, and 42,129 in fiscal year 2012.

In December 2009, we launched our website in the United Arab Emirates www.makemytrip.ae, catering mainly to non-resident Indians traveling to India as well as on their travels to other countries. We intend to expand our businessthrough us was 78,348 in other markets outside India, particularly those with a significant non-resident Indian population as well as those with proximity to Indiafiscal year 2012, 109,877 in fiscal year 2013, and favored by Indian travelers. We launched our Canadian website, www.makemytrip.ca,154,996 in July 2010. Our Canadian website is currently owned by a company registered in Canada.fiscal year 2014.

Hotels and Packages

We introduced our hotels and packages business in 2005 and have since experienced significant growth in this area.area, including through the acquisition of the Hotel Travel Group in November 2012 and the ETB Group in February 2014. We also offer “Last Minute Deals” on our website and mobile applications to offer significant discounts to our customers on hotel bookings for same-day check-ins. The total number of transactions in our hotels and packages business was 109,672 in fiscal year 2010, 175,869 in fiscal year 2011, and 343,141 in fiscal year 2012.2012, 568,133 in fiscal year 2013, and 869,805 in fiscal year 2014.

Hotels.Through our websites, customers can search, compare and make reservations at more than 8,00011,400 hotels and guesthouses in India and more than 170,200 hotels and properties outside India, as of April 30, 2012, up from the more than 4,500 as of April 30, 2011, and a wide selection of hotels outside India.March 31, 2014. We procure room inventory from our hotel suppliers through three methods: “direct connects,allocation,” “direct allocation”connects” and, through third party aggregators, in the case offor most hotels outside India. As of April 30, 2012, approximately 4.7%India, through contracts with online travel agents and aggregators. Substantially all of our hotel suppliers were directly-connected to our booking system. Through these “direct connects,” our booking systems are integrated with the central reservations systems of the hotels and reservations to be made and confirmed on a real time basis. All our other hotel suppliersin India have a “direct allocation” arrangement with us whereby they allocate rooms directly to us either by managing their room inventory on an extranet provided by us, or through channel managers, or supported by us or via telephone. We do not assume any inventory risk for such “direct allocation” room inventory as unsold inventory is released to the hotels within an agreed period of time. The remaining hotels in India are connected through direct connects. “Direct connect” is the method by which our booking systems are integrated with the central reservations systems of the hotels and reservations made are confirmed on a real time basis, although this applies to a small proportion of our total hotels. Through our ongoing efforts to increase the automation of and otherwise improve our extranet, our hotel suppliers are now able to perform more of the necessary functions for executing transactions through our system without our direct involvement. We obtain inventory for most hotels outside India through contracts with other online travel agents and aggregators outside India. In some instances, in order to enjoy special negotiated rates for these hotels, we pre-purchase hotel room nights and assume inventory risk on them. We also own the travel website www.easytobook.com, which was acquired in February 2014 as part of our acquisition of the ETB Group. The room inventory on HotelTravel.com is also sold to MakeMyTrip.com customers. The provision of rooms at HotelTravel.com is predominantly accomplished through contracts with online travel agents and aggregators, outside India. Webut it also includes “direct connects”. MakeMyTrip.com’s inventory of hotel rooms is also sold through HotelTravel.com. In addition to the complete integration of the hotel room inventory available on HotelTravel.com and MakeMyTrip.com, we are also working to integrate the technological capabilities of both websites. For example, we are currently in the process of buildingmoving the hosting and monitoring of HotelTravel.com’s technology infrastructure to our Indian external data centers and team, and we expect to complete this transfer in fiscal year 2015. In addition, our internal team that operates 24 hours a new extranet, which we believeday, seven days a week monitoring the technology infrastructure of MakeMyTrip.com is in the process of taking on similar responsibilities with respect to HotelTravel.com. These and other planned integrations notwithstanding, certain business and sales functions of MakeMyTrip.com and HotelTravel.com will improve operational efficiencycontinue to be operated separately.

The customer base for MakeMyTrip.com is primarily residents in India and non-resident Indians and others traveling to India from the United States and other countries. The customer base for HotelTravel.com and Easytobook.com is global, spread across Japan, Europe, Australia and North America. With respect to our websites and apps, the focus of our technological improvement and sales efforts is on consolidating multiple supply sources and identifying the best rates possible for our teamcustomers. In addition, we have invested in multi-lingual products and the hotel suppliers who usemarketing, with in-house translation and customer service teams for twelve different languages. On our system.

Customerswebsites Makemytrip.com, HotelTravel.com, EasytoBook.com and through our applications on various mobile platforms, customers may search for hotels based on their destination, preferred dates for check-in and check-out, and may easily filter ourtheir search results by selecting star ratings, specific hotel chains and location.location etc. Customers can also indicate amenity preferences, such as business services, Internet access, fitness centers, swimming pools and travel assistance. Our “City Map View” also“View Map” offers customers the ability to compare hotel locations on an interactive neighborhood map. Customers can also preview the property by viewing hotel pictures and read hotel reviews from other MakeMyTrip customers on our website and on our travel community website, www.oktatabyebye.com. We recently made significant improvements to ourOur online hotel booking platform which provideprovides an enhanced user experience for researching and booking hotels on MakeMyTrip.com.the desktop and mobile devices.

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

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,websites, 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.

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

Other Services and Products

Rail Tickets.We introduced the sale of railway tickets in India in 2009 after entering into an agreement with IRCTC, which granted us “direct-connect” access to Indian Railways’ passenger reservation system online and enabled our customers to reserve and purchase Indian Railways tickets on a real time basis through our Indian website. Indian Railways is India’s state-owned railway which owns and operates most of India’s rail transport. We booked 185,948, 576,585838,429, 387,991, and 838,429245,542 transactions for rail tickets in fiscal years 2010, 20112012, 2013 and 2012,2014 respectively.

Using a customized search interface, our customers are able to quickly search for train tickets based on their preferred travel dates, destinations and class of travel. Our customized interface allows a customer to compare travel options across various trains, classes, dates and prices. The search results displayed are detailed and have been customized to suit the needs of local Indian railway users. For example, customers are able to see the wait list status for relevant train trips and are able to plan their travel accordingly. Like other products, customers can also easily filter the results of their search according to their specific preferences. However, as a result of Indian Railways’ regulations, although customers may search for rail tickets 24 hours a day and seven days a week, reservations may not be made between 8.00 a.m. and 10.00 a.m., and 11.30 p.m. and 12.30 a.m. India time.

Bus Tickets.We have agreements with several major Indian and SingaporeanSingapore bus operators, some of which are operators of multiple routes, as well as with aggregators and other intermediaries. Our bus tickets inventory is obtained through four channels: real time inventory from operators who are directly-connecteddirectly connected to our booking system; inventory from aggregators who are directly-connecteddirectly connected to our booking system; inventory from operators who manage their inventory on an extranet supported by us; and inventory obtained by agreement with operators where a certain number of tickets are pre-allocated to us or sold to us “on request.” We booked 57,529, 147,640309,726, 543,201 and 309,726645,001 transactions for bus tickets in fiscal years 2010, 20112012, 2013 and 2012,2014 respectively.

Customers can search for bus tickets based on their preferred travel dates and routes and our website will typically display numerous options for customers to choose from. We offer our customers basic information on the type of bus used on the relevant route and customers are able to select seats, choose from the available boarding points in the relevant city on the routes as well as obtain information on the location of the chosen boarding point.point among other details.

With the acquisition of certain assets of Travis Internet Private Limited (which operated www.ticketvala.com) in March 2010, we obtained access to a technology platform offering real time bus booking services, quotations and cost comparison, allowing last minute bookings as well, which we have integrated with our booking systems. We intend to leverage this platform to enable more bus operators to be directly-connected to our booking system to further expand our bus offering.

Car Hire.We introduced car hire services on our Indian website in May 2010. We currently offer customers the ability to rent self-driven cars worldwide and hire chauffeur-driven cars in over 200 cities in India through partnerships with over 100 car vendors. We provide car hire services through our fully automated car hire website, call centers and travel stores as a standalone product and also in conjunction with flight bookings, hotel bookings, and holiday package bookings.

Ancillary Services and Products

As an ancillary service offered to our customers, we provide our customers with the option to purchase travel insurance from Apollo Munich Health Insurance Company Limited, with whom we entered into a memorandum of understanding in April 2008. We facilitate access to this travel insurance through our Indian website, as well as via our call centers and travel stores. On our Indian website, prior to confirming and proceeding with the reservation of and payment for a flight or hotel, our customers are prompted to purchase such travel insurance. We also provide visa processing services, and sell telephone calling cards to our customers. In addition, we offer travel-related businesses and other third parties the opportunity to advertise on our websites.

Distribution Channels

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

Our customers’ varied needs are served by different distribution channels. During fiscal year 2012,2014, over 96%93.4% of our sales of air tickets for travel in India were made through our website, and 3.2%,4.6% of our sales for air tickets, which were most oftencommonly for inbound travel, were made through our call centers. The majority ofOur sales of air tickets for outbound travel from India werehotel rooms are also primarily made through our website.websites. Our customers can book standard flight plus hotel packages on our websites, but the majority of the sales of packages within or outside India are concluded through our call centers, or travel stores.stores and travel agents’ network. All of our rail and bus ticket sales in India are made through our Indian website.

In fiscal year 2012,2014, transactions executed through our websites, call centers and travel stores accounted for approximately 95.9%93.4%, 3.1%4.6% and 1.0%2.0%, respectively, of our total transactions. Further, in fiscal year 2014, our mobile platforms contributed approximately 7.5% of the total transactions carried out through our websites. Our proportion of mobile transactions to total transactions has reduced compared to the previous fiscal year because of an increase in the number of transactions carried out through the ETB Group and Hotel Travel websites, which had relatively fewer transactions through their mobile platforms relative to MakeMyTrip.

Internet Websites

We currently operate the websites www.makemytrip.com (including the sub-domain us.makemytrip.com), www.makemytrip.ae, www.makemytrip.com.sg and www.makemytrip.ca servicing the Indian domestic and outbound market, the United States-India inbound market (focusing in particular on non-resident Indians in the United States), the United Arab Emirates as well as neighboring Middle East countries, Singapore and neighboring Southeast Asian countries and the Canada-India market, respectively. Our Canadian website, www.makemytrip.ca,We have tailored www.makemytrip.com and its content to our predominantly Indian user base. For example, we have localized our top-selling hotel webpages with information and using language that we believe would be more attractive and relevant to an Indian user. We also own the travel websites HotelTravel.com, which was acquired as part of our acquisition of the Hotel Travel Group in November 2012, and EasyToBook.com which was acquired as part of our acquisition of ETB Group in February 2014. HotelTravel.com’s inventory is also sold to MakeMyTrip.com customers. Similarly, MakeMyTrip.com’s inventory of hotel rooms is also sold through HotelTravel.com. In addition to the complete integration of the hotel room inventory available on HotelTravel.com and, we are also working to integrate the technological capabilities of both websites. For example, we are currently owned byin the process of moving the hosting and monitoring of HotelTravel.com’s technology infrastructure to our Indian external data centers and team and we expect to complete this transfer in fiscal year 2015. In addition, our internal team that operates 24 hours a company registeredday, seven days a week monitoring the technology infrastructure of MakeMyTrip.com is in Canada.the process of taking on similar responsibilities with respect to HotelTravel.com. These and other planned integrations notwithstanding, certain business and sales functions of MakeMyTrip.com and HotelTravel.com will continue to be operated separately. In addition, we also operate www.makemytripdeals.com,own the travel website www.easytobook.com, which provideswas acquired in February 2014 as part of our acquisition of the ETB Group. Through the website, customers with access to limited-time offers forcan search, compare and make reservations at approximately 170,200 hotels holidays and flights at reduced rates,properties internationally and www.tripalong.in, which allows air-travelers to share and synchronize their travel itineraries using popular social networks.in India. Our websites have been designed to provide a user-friendly experience to our customers and are reviewed and upgraded from time to time.

In March 2010, we acquired certain assets of Travis Internet Private Limited, an online bus ticket company in India. As part of this acquisition, we acquired the website www.ticketvala.com, which enables customers to obtain quotations and book bus tickets online on a real time basis, which we have integrated with our booking system and our Indian website.

Using our websites, customers can easily and quickly review the pricing and availability of nearly all our services and products, evaluate and compare options, and book and purchase such service and products online within minutes.online. We have also designed our websites to offer personalized recommendations and offers based on a customer’s history. In addition, we have self-service customer support modules on our websites to let our customers check their refund status, modify or cancel reservations and view their travel itineraries. Customers can also purchase ancillary travel-related services and products, such as travel insurance as part of the booking process. Certain packages for MICE or other customized packages cannot be purchased online although customers can submit inquiries through our websites and our sales representatives will contact such customers to follow up and process the transaction, if required. We have introduced self-service customer support modules on our websites to let our customers check their refund status, modify or cancel reservations and view their travel itineraries.

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

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

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

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

Payment.We offer our customers a variety of payment methods. On our Indian website, customers may pay in Indian Rupees with credit cards, debit cards issued by several major banks in India (including Citibank, ICICI Bank, HDFC Bank, State Bank of India and AXIS Bank), bank transfers or cash cards. We also offer cash-on-delivery for select travel products and partial payment options for large value transactions. The payment gateway for sales on our Indian website is secured by “Verified by VISA”, “MasterSecure” and “American Express SafeKey”. On our US website, customers may pay in US dollars with credit cards or through Paypal.PayPal. On our United Arab Emirates website, customers may pay in United Arab Emirates Dirham with credit cards. The payment gateway for sales on our Indian website is secured by “Verified by VISA”On HotelTravel.com and “MasterSecure.”Easytobook.com, customers may pay in multiple currencies with credit cards.

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

Call Centers

Our in-house call centers, which mainly handle our sales and post-sales customer service support for our international hotels and packages business as well as domestic Indian packages with more complicated itineraries, are run out of Gurgaon in India. TheseIndia, as well as out of Singapore and Thailand. Our call centers in India operate 24 hours a day, seven days a week and customers can call these centers through various toll-free numbers in India to consult with our sales representatives, receive comprehensive, real time hotel and package information, and make travel bookings. As of April 30, 2012,March 31, 2014, we employed approximately 84131 sales representatives, including supervisors, in all of our in-house call centers, as compared with approximately 94 sales representatives as of March 31, 2009. This decline in numbers of sales representatives was primarily due to outsourcing.centers. All of our sales representatives in India participate in a formal four-week training program before commencing work and have an in-depth knowledge of their relevant local market. Our sales representatives are also trained and updated with our new services and products.

To achieve cost efficiencycost-efficiency and scalability, we utilize various third partythird-party vendors in India to manage our call center service and we outsource our call center service for sales and service for all international flights (both inbound to India and outbound from India), and most of our hotel reservations and packages to such vendors. Our outsourcing service providers also handle our post-sales customer service support for all flights (domestic and international), hotel reservations and packages, and rail and bus ticketing, as well as back office fulfillment and ticketing services. Our key outsourcing service providers are IBM, iEnergizer IT Services, Intelenet Global ServicesSerco, InterGlobe and Motif India Infotech in India, where agents provide both English and Hindi language options to our customers. We believe these experienced and reputable service providers are able to adhere to our customer service standards and enhance our service quality. Our agreementsagreement with IBM and iEnergizer IT Services provideprovides our customers the optionsoption of using Gujarati and Tamil respectively, for their transactions. Our agreement with IBM has been transferred to another party which has acquired IBM’s business process outsourcing business. However, the business process outsourcing business will continue to operate under the IBM name. These external call centers also operate 24 hours a day, seven days a week. In aggregate, we had 1,1161,168 external sales and service agents from IBM, iEnergizer IT Services, Intelenet Global Services andSerco, InterGlobe, Motif India Infotech and other providers constituting our outsourced call center sales and service force as of April 30, 2012, compared to 232 as of March 31, 2009.2014. In addition, we also have 10 agents located at our outsourced call centers that handle customer service for any post-sale issues or queries for Easytobook.com. Our external agents must undergo a formal four-week training program as well as periodic refresher training courses in order to understand our processes and systems and be able to effectively service our customers.

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

Travel Stores

As of April 30, 2012,March 31, 2014, we had 2220 company-owned travel stores in 18 cities, including one in our office in Gurgaon, in 21 cities and 3435 franchisee-owned travel stores in 30 cities, including metropolitan areas across India, which primarily sell packages. We also hadpackages in 31 cities, and counters in threefour major airports in India. We started our franchisee network in 2009 with six stores and initiated a major expansion in 2011, when we added 25 additional stores.2011.

At all of our travel stores, customers can consult with our sales representatives, receive comprehensive, real time flight, hotel and package information as well as information for other services and products, and make travel bookings, without prior appointment. Unlike agents in our travel agents’ network described below, agents in our travel stores sell our products exclusively. All our travel stores are also equipped with our ERP application and linked to our CRM system. We believe that our travel stores are important for our overall growth as they represent a direct interface between our customers and us, in addition to giving us access to customers who still prefer to meet representatives to make their travel bookings.

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

Travel Agents’ Network

We have a travel agents’ network in India which we started in 2009 to enable registered agents to access our B2B website and sell our full suite of online travel products to their customers.customers, although access is now only available for our hotels and packages products. As of April 30, 2012,March 31, 2014, we had a network of over 12,000approximately 1,150 registered agents across approximately 1,000190 cities and towns in India. Our B2B website uses a similar interface as our external customer-facing websites and we were able to launch our B2B platform in a few months by leveraging technology already being used by us for our customer-facing websites. We believe our network is attractive to travel agents as we provide access to a range of travel services and products which such agents may not otherwise be able to access cost-effectively or at all. These travel agents earn commissions from us depending on the volume and type of travel services and products sold. Furthermore, our travel agents’ network allows us to expand our footprint in India and distribution network in a cost-effective manner.

Mobile

In 2008, we launched our mobile service platform. Our mobile services allow customers to search, book and pay for Indian domestic air tickets on their mobile phones at no additional cost. The tickets and bookings are delivered through email and SMS. Apart from flightIn 2012, we extended our mobile services to allow customers to book domestic hotels, buses and holiday packages on mobile and updated our mobile site, http://m.makemytrip.com, with touch-optimization and a better design and user interface for Android and iPhone users.

In addition to our basic and touch mobile sites accessible at http://m.makemytrip.com, our mobile services are available through our BlackBerry application, which was launched in early 2011, our Android application, which was launched in April 2012, our iPhone application, which was launched in July 2012 and our Windows Mobile application, which was launched in August 2013. Our mobile applications registered more than 2.7 million cumulative downloads as of March 31, 2014.

Our customers are now able to make bookings on our mobile site, http://m.makemytrip.com, and on major mobile platforms through our mobile applications for iPhone and Android allow bookings for Indian and international flights, hotels and holiday packages and Indian bus offerings, our mobile application for BlackBerry allows bookings for Indian domestic flights, and our Windows Mobile application allows bookings for Indian domestic flights and hotels. In addition to being able to make different types of travel bookings on their smartphones and mobile devices, customers can view their booking details, cancel bookings, request e-tickets, and track refund status, on their mobile devices. Customers can also check flight status, look for new deals and use location-based services to find nearby places of interest. Currently, BlackBerry users can access MakeMyTrip mobile offerings through our BlackBerry application, which allows customers to book domestic flights in India and automatically synchronizes the flight details with the calendar on their BlackBerry devices. As of April 30, 2012, there had been more than 150,000 downloads of this application. Customers with reserved tickets, whether booked through a desktop computer or a mobile device, have the ability to access flight information or cancel reservations through this application.

In April 2012, we launched a similar mobile application for Android devices. As of April 30, 2012, there have been nearly 12,000 downloads of this application. We are in the process of developing a similar mobile application for the iPhone, which we plan to launch in the second quarter of fiscal year 2013. We also plan to increase the scope of services available on smartphones and other mobile devices. We also intend to increase the penetration and usage of our mobile offerings by targeting more mobile service platforms in the future. We recently updated our mobile website, m.makemytrip.com, with touch-optimization and a better design and user interface for Android and iPhone users, which lets customers search and book flights using different smartphone browsers.

Technology and Infrastructure

General

We benefit from an advanced technology platform which we believe has a high level of reliability, security and scalability, and which has been designed to handle high transaction volumes across all our websites on shared infrastructure. We operate our technology platform through two external data centers in India, one housedlocated in Mumbai and one housedlocated in Chennai, one external data center located in Singapore, which we are in the process of shutting down, and one internal data center in our office in Gurgaon. Our Indian external data centers run together in “active-active” mode so that each serves approximately half of our website traffic at any given time. The Singaporean external data center primarily serves our HotelTravel.com business with critical data replicated to our Indian external data centers, although we are currently in the process of moving the hosting of HotelTravel.com’s technology infrastructure to our Indian external data centers and it is expected to be completed by the end of June 2014. Our internal data center runs independently and serves all the data needs of our internal operations, such as e-mail.

In the event one of our Indian external data centers shuts down, our other Indian external data center will automatically take over for it. This capability helps us to ensure business continuity and minimize potential damage in the event of a disruption. Our technology system in India is capable of handling up to 13.0 million website requests a day and 8.5 million page views per day.

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

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

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

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

Fully Integrated Technology Platform

Our CRM system in India uses software by Oracle RightNow^TM CRM, which integrates our sales, customer service and fulfillment operations. Our web-enabled centralized booking system in India enables our customers and B2B partners to search and book travel services and products we sell and provide on a real time basis. We also have “Verified by VISA”, “MasterSecure” and “MasterSecure”“American Express SafeKey” payment gateways, which provides additional security for transactions via our Indian website using credit cards and debit cards issued by Indian institutions. We also offer payment options via netbanking and other instruments.

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

We integrate our ERP application (which uses Microsoft Dynamics^TM) with our CRM system which enables our agents to create packages, make and amend bookings as well as attend to customer inquiries. Our CRM system is designed to analyze customer needs for better servicing. It generates reports identifying areas of opportunity or weakness and thereby helps us in improving our service and product quality. We also use software from Omniture Web Analytics, softwareSAS, Big Data Hive and Qlikview to assist us in analyzing our web-based business in India through various metrics, such as the rate of conversion of visitors to our websites to purchasing customers.

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

Security

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

Marketing and Brand Awareness

We believe our online and offline marketing strategies increase our brand awareness, drive potential customers to our websites and improve the rate at which visitorspotential customers visiting our website become actual customers.

Our marketing channels primarily include online advertising, such as paid search engine marketing and optimization with leading Internet search engines (such as Google^TMGoogle™), as well as utilizing and display advertising on websites (such as Yahoo!^TM India)™ India and TripAdvisor™), offline advertising using print or broadcast media, such as television or radio, e-mails and short messages, and other marketing channels, such as through our call centers and travel stores. We have consistently invested in building our brand and expanding our reach to travelers in India as well as overseas, through mass media campaigns as well as through innovative digital marketing tools such as viral marketing and online display banners. We also have a strong presence in social media, such as Facebook^TMFacebook™, YouTube™ and Twitter^TMTwitter™. During 2011 and 2012, we invested significantly in building our brand awareness as a holiday travel brand through our “Memories Unlimited” marketing campaign. Recently, we started a marketing campaign promoting our hotel bookings business.

Our marketing programs and initiatives also include targeted campaigns, promotional or seasonal offers, as well as, from time to time, partnerships with international tourism boards. From time to time, we may run promotional schemes offering free air tickets upon the purchase of certain air tickets. For example, in the past we are currently runninghave run a promotion offering one free domestic air ticket upon the purchase of one domestic air ticket in India, subject to certain conditions. The estimated cost of any such free air tickets is recognisedrecognized at the time of issuance of the paid air tickets. We do not expect this promotion to have a significant impact on our revenues.

We have partnerships with the entertainment business in India to promote our hotel products. In addition, we were the official travel partner of the Sunrisers Hyderabad in 2013, one of the cricket teams in the Indian Premier League, to promote our online hotel offerings. As the team’s principal sponsor, we had our logo prominently displayed on the front of each player’s jersey and around the stadium and grounds in Hyderabad. The campaign was supported with television commercials that ran nationwide in April and May 2013, featuring Indian and international cricket stars booking hotels online with www.makemytrip.com.

We also have alliances and arrangements with several major banks in India, including Kotak Mahindra Bank, ICICI Bank, IndusInd Bank and HSBC, as well as with American Express, with whom we run promotional offers and vouchers. These alliances and arrangements provide us with access to our partners’ large customer base where targeted marketing for customer acquisition can be made at relatively low costs. In an arrangementthe quarter ending March 31, 2014, we also expanded ‘My Trip Rewards’, our loyalty program, in association with PAYBACK, a global customer loyalty rewards company,company. Our program was remodeled in January 2014 to allow for automatic enrollment of customers on our website, which has helped in expanding the size of our program, and changes on our website have allowed our customers to use or earn loyalty points with greater ease for online bookings. As of March 31, 2014, we recently launchedhad approximately 800,000 members, who made a “by invite” membershipsignificant contribution to our overall business. We believe that our program called “My Trip Rewards” to reward customers for their loyaltyhas been particularly successful in connection with our hotels and ongoing engagement with us.packages business.

We have won many industry awards, including the Best IndianTravel Portal by CNBC Awaaz (2013), Most Innovative B2C Company at Travel Innovation Summit by PhoCusWright (2013) for creating consumer friendly technologies, Best Travel Portal by Lonely Planet in 2012,(2013), Best Travel Portal (Indian) by Lonely Planet (2012), Outlook Traveller Favourite Travel Portal (2012), Travel Innovator of the Year by Travel Distribution World Asia Awards (2012), E Retailer of the Year at the Star Retailer Awards (2012), Best Mobile Strategy award at EyeforTravel’s Social Media & Mobile in 2012,Travel Asia conference (2013), Porter Prize (named after Michael E. Porter) for “Industry Architecture Shift” (2012), Safari India National Tourism Award for Best Online Tour Company (2012), Best Online Travel Agency and Best Domestic Tour Operator by the Times of India in 2011, Best Online Travel Portal of the Year by Class of Travel & Tourism Awards in 2010,(2011), Best Travel Portal by CNBC Awaaz in 2009(2009) and Best Online Travel Agent for Excellence in the Indian Travel Market by TravelBiz Monitor in 2009,(2009), as well as numerous awards from trade partners.

Customer Service

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

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

Web-based Support.We offer two web-based customer support services. Our self serviceself-service web-support, called “TripAssist,” which is available on our Indian website, enables our customers to check the status of their domestic flight, train, bus or hotel bookings, cancel bookings and track the progress of their refund, among other things. Customers who require assistance or have inquiries about certain products also have an option to contact our sales representatives via our websites and we have dedicated personnel available 24 hours a day, seven days a week, who provide assistance to our customers on a real time basis.

Call Centers.We provide our customers with comprehensive and real time assistance through our call centers which are available 24 hours a day, seven days a week. Currently, we outsource a portion of our customer service call center operations to IBM, iEnergizer IT Services, Intelenet Global ServicesSerco, InterGlobe and Motif India Infotech in India, whose employees have been trained by our respective outsourcing service providers and us.

Travel Stores.Customers may also visit our various travel stores and airport counters in 4243 cities in India and obtain assistance from our sales and customer service representatives.

Mobile Service.Our mobile service platform enables customersIn addition to search, book and pay for Indian domestic air ticketsbeing able to make different types of travel bookings on their smartphones and mobile phones at no additional cost. The tickets and bookings are delivered through email and SMS. Apart from flight bookings,devices, customers can view their booking details, cancel bookings, request e-tickets, and track refund status, on their mobile devices. Customers can also check flight status, look for new deals and use location-based services to find nearby places of interest. Furthermore, we recently launched our Android application, which allows customers to book domestic flights in India, complementing our Blackberry application, and updatedThese services are available through all our mobile website, m.makemytrip.com, to provide an enhanced experience for Androidapplications and iPhone users.our mobile site http://m.makemytrip.com.

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

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

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

As part of our customer focused approach, we have also set up an Indian online travel community website, www.oktatabyebye.com, which allows our customers and other travelers to exchange views and travel tips. Our Indian website also offers our customers the option to make cash donations to plant trees in India to reduce their carbon footprint, when completing their bookings.

Supplier Relationships

We believe we have cultivated and maintain good relationships with our travel suppliers. We have a dedicated team to maintain and enhance our existing relationships, and develop new relationships, with travel suppliers. Our supplier relationship teams negotiate agreements or arrangements with suppliers for access to travel inventory for our services and products, and also monitor supplier-sponsored promotions. They also focus on relationship management with our suppliers. One of the key services we provide to our suppliers is the provision of customer feedback and preferences which we obtain primarily through our CRM system, user-generated content on our websites as well as through our call centers, and via www.oktatabyebye.com, our Indian online travel community website.centers.

Our top five (in alphabetical order) airline suppliers for travel in India and overseas (based on revenue less service cost earned by us) and our top five (in alphabetical order) hotel suppliers (based on gross bookings) for fiscal year 20122014 were:

Airlines

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

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

Hotels

We provideAs of March 31, 2014, we provided our customers with access to more than 8,000over 11,400 hotels and guesthouses in India, as of April 30, 2012, up fromand more than 4,500 as of April 30, 2011,170,200 hotels and a wide selection of hotelsproperties outside India. Our hotel supply team is responsible for negotiating agreements or arrangements with independent hotels, hotel chains and hotel management companies in India and securing competitive rates, promotions and access to inventory for listing on our websites as well as packaging of holidays. We select our hotel partners by their reputation and quality and monitor customer feedback on our websites as well as other channels in order to ensure that hotels listed on our websites maintain acceptable standards.

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

AsThrough our websites, customers can search, compare and make reservations at more than 11,400 hotels and guesthouses in India and more than 170,200 hotels and properties outside India as of April 30, 2012, approximately 4.7%March 31, 2014. We procure room inventory from our hotel suppliers through three methods: “direct allocation,” “direct connects” and, for most hotels outside India, through contracts with online travel agents and aggregators. Substantially all of our hotel suppliers were directly-connected to our booking system. Through these “direct connects,” our booking systems are integrated with the central reservations systems of the hotels and reservations to be made and confirmed on a real time basis. We intend to work with our suppliers to increase the number of “direct connects” as we believe “direct connects” benefit both us and the hotels. All other hotel suppliersin India have a “direct allocation” arrangement with us whereby they allocate rooms directly to us either by managing their room inventory on an extranet provided by us, or through channel managers, or supported by us or via telephone. We aredo not subject toassume any inventory risk on our direct allocationsfor such “direct allocation” as unsold inventory is released to the hotels within an agreed period of time. The remaining hotels in India are connected through direct connects. “Direct connect” is the method by which our booking systems are integrated with the central reservations systems of the hotels and reservations made are confirmed on a real time period.basis, although this applies to a small proportion of our total hotels. Through our ongoing efforts to increase the automation of and otherwise improve our extranet, our hotel suppliers are now able to perform more of the necessary functions for executing transactions through our system without our direct involvement. We obtain inventory for most hotels outside India through contracts with other online travel agents and aggregators outside India. In some instances, in order to enjoy special negotiated rates for these hotels, we pre-purchase hotel room nights and assume inventory risk on them. We earn commissions from such agents and aggregators depending onalso own the volumetravel website www.easytobook.com, which was acquired in February 2014 as part of room reservations made through them.our acquisition of the ETB Group. In addition, we own the travel website HotelTravel.com.

Competition

The market for travel services and products is highly competitive. We currently compete with both established and emerging providers of travel services and products, including other online travel agencies, such as cleartrip.com, expedia.com, travelocity.comtravelocity.co.in, yatra.com, goibibo.com, booking.com and yatra.com,agoda.com, as well as traditional travel agencies, tour operators, travel suppliers and operators of travel industry reservation databases. Large, established Internet search engines have also launched applications offering travel itineraries in destinations around the world, and meta-search companies who can aggregate travel search results also compete with us for customers. In our domestic hotels and packages business, we compete primarily with Cox & Kings, Kuoni India and Thomas Cook, all of which are established industry players in the Indian travel market.

Some of our competitors have significantly greater financial, marketing, personnel and other resources than us, and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market (particularly in the hotels and packages business) as compared with us. Factors affecting our competitive success include, among other things, price, availability and breadth of choice of travel services, brand recognition, customer service and customer care, fees charged to travelers, ease of use of website interface, accessibility and reliability.

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

Intellectual Property

Our intellectual property rights include trademarks and domain names associated with the name “MakeMyTrip,” and other rights arising from confidentiality agreements relating to our website content and technology. We regard our intellectual property as a factor contributing to our success, although we are not dependent on any patents, intellectual property-related contracts or licenses other than some commercial software licenses available to the general public.success. We rely on trade marktrademark law, trade secret protection, non-competition and confidentiality agreements with our employees and some of our partners and vendors, to protect our intellectual property rights. We require our employees to enter into agreements to keep confidential all information relating to our customers, methods, business and trade secrets during and after their employment with us. Our employees are required to acknowledge and recognize that all inventions, trade secrets, works of authorship, developments and other processes made by them during their employment are our property.

We have registered our domain names, “www.makemytrip.com” (which includes the sub-domain “us.makemytrip.com” for our US website), “www.makemytrip.ae,” “www.makemytrip.com.sg,” “www.makemytripdeals.com,“www.luxury.com.sg,” “www.tripalong.in,“www.indiaahoy.com,” “www.luxury.com.sg” and “www.indiaahoy.com,”“www.hoteltravel.com” and have full legal rights over these domain names for the period for which such domain names are registered. We conduct our business under the “MakeMyTrip” brand name and logo and have registered the trademarks “MakeMyTrip” in India, Mauritius, Bhutan, Nepal, Singapore, Taiwan, Indonesia, Canada and the United States and “MakeMyTrip Times” and “India Ahoy” in India. We have applied for registration of the trademark “MakeMyTrip” in Indonesia, Australia, Canada, Singapore, Malaysia, Taiwan, Sri Lanka, Nepal, Hong Kong, China, Thailand and the United Arab Emirates. We have also applied for trademark registration of the trademarkslogos “Happy Holidays, Happy Prices” (our trademark for our holiday packages), “Traveltalkies”, “MakeMyTrip –“makemytrip.com — Memories Unlimited” “India Ahoy” and “my”; word marks “Traveltalkies” and “Memories Unlimited”; and logos and word marks for “tripalong”, “routeplanner” and “MakeMyTrip — Hotels Unlimited” in India, and such applications are currently pending, and we have filed responses to objections by the Trademark Registry to certain such applications. We have recently registered copyrights of our logo and brand name “MakeMyTrip” in India and copyright registration of certain specific representations of the logo “my”. We have also obtained an assignment over the trademark “Luxury Tours & Travel”. After our acquisitions of the Hotel Travel Group and the ITC Group in November 2012, we have filed trademark applications for the logos “HotelTravel” and “ITC” in Thailand, which are currently pending. We have also applied for copyright protection for our logo and brand namepatents in India and such applications are currently pending. We are also in the processfor certain aspects of obtaining an assignment over the trademarks “ticketvala.com” and “eBusxpress” for which Travis Internet Private Limited had applied for registration and over the trademark “Luxury Tours & Travel”, which was registered under the name of the previous controlling shareholder of Luxury Tours & Travel Pte Ltd.our technological systems.

Employees

As of March 31, 2012,2014, we had 1,2731,712 employees. The following tables show a breakdown of our employees as of the end of our past three fiscal years by category of activity and geographic location.

		Number of Employees as of
		March 31
Location		2010				2011				2012
India			754				1,006				1,188
United States			3				4				4
Singapore			—				—				75
Malaysia			—				—				6
Total			757				1,010				1,273

Notes:

None of our employees are represented by a labor union. We believe that our relations with our employees are good. We also contract with a third partyparties for the provision of temporary employees from time to time based on the needs of our businesses for various functions, including administration, technology-related projects and staffing at our travel stores and airport counters. As of March 31, 2012,2014, we employed 134228 temporary employees. As of April 30, 2012, we employed 138 temporaryand contractual employees.

Insurance

We maintain and annually renew insurance for losses (but not business interruption) arising from fire, burglary as well as terrorist activities for our corporate office at Gurgaon, India, as well as for our various company-owned travel stores in 2118 cities in India.India and for our airport counters in Mumbai, Delhi, Chennai and Hyderabad. In connection with our initial public offering in August 2010, we purchased a liability policy that also covers our directors and officers with a policy limit of $50 million. We extended this policy in connection with our follow-on public offeringofferings in June 2011.2011 and March 2014. In addition, we have a liability policy of $30 million to insure our directors and officers from various liabilities arising out of the general performance of their duties. We have purchased public liability insurance and fidelity insurance for MMT India and have also purchased public liability insurance, fidelity insurance and work injury compensation insurance with an aggregate policy limit of approximately $2.0$1.0 million for Luxury Tours & Travel Pte. Ltd., Singapore.Tours.

Regulations

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

In orderMMT India requires licenses from state tourism departments to act as a travel agent oragent/tour operator in certain states in India. MMT India has received a tour operatorlicense in West Bengal and applied for such license in the National Capital Territory of Delhi, MMT India is required to obtain a license from the Licensing Authority, Tourism Department, Government of National Capital Territory of Delhi under the Delhi Motor Vehicle Rules, 1993, as amended. MMT India has applied for such a license. MMT India has also obtained security clearances for each of its directors from the Directorate General of Civil Aviation, Government of India, pursuant to which it is now eligible to apply for a license to operate inclusive tour package tourist charter flights as part of our holiday packages, as and when required.

Delhi. In addition, Luxury Tours & Travel Pte. Ltd. holds a travel agent’s license from the Singapore Tourism Board, and Luxury Tours (Malaysia) Sdn Bhd holds an Inbound license from the Ministry of Tourism, Malaysia.Malaysia and ITC Bangkok Co., Ltd. holds an inbound license from the Tourism Authority of Thailand.

MMT India has obtained a license from the Reserve Bank of India to act as a Full Fledged Money Changer (single branch), which requires that MMT India maintain a minimum net owned funds of Rs. 2.5 million (approximately $45,000)$0.04 million). However, other than money changing services provided to certain of our existing customers, we do not intend to expand our money changing operations.

MMT India recently paid aggregate penalties of Rs. 250,000 (approximately $4,500) to remedy non-compliance with certain requirements of the Reserve Bank of India in connection with transfers from certain former employees to MakeMyTrip Limited of an aggregate of 37,274 shares of MMT India, representing approximately 0.01% of its issued shares, and certain issuances of shares of MMT India to MakeMyTrip Limited.

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

We obtained approvals to operate our domestic and international call centers in India as “Other Service Providers” from the Department of Telecommunications, Ministry of Communications and Information Technology, Government of India, which are valid for 20 years from September 27, 2005 and June 6, 2001, respectively. We have also obtained Telemarketing Centre Approvals for Delhi and Gurgaon, which are valid until 2018.

We obtain and maintain registrations under the Shops and Establishments Act and Rules of each state where our company-owned travel stores are located.

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

The consolidated foreign direct investment policy, or the FDI Policy, issued by the Department of Industrial Policy & Promotion, Ministry of Commerce & Industry, Government of India and the Foreign Exchange Management Act, 1999, as amended, and the regulations framed thereunder, or the FEMA have certain requirements with respect to downstream investments by Indian companies that are owned or controlled by foreign entities. These requirements currently include restrictions on issuances, pricing and valuation of shares of Indian companies and sources of funding for such investments, which may, in certain cases, require prior notice to or approval of the Government of India.

The Companies Act, 2013 and the rules thereunder, or the new Companies Act, which has recently been enacted, contains significant changes to Indian company law, including in relation to the issue of capital by companies, related party transactions, corporate governance, audit matters, shareholder class actions, restrictions on the number of layers of subsidiaries and corporate social responsibility spending. While several provisions of the new Companies Act are currently effective, the existing Companies Act, 1956 remains in effect with respect to other provisions. The timing for effectiveness of the remaining provisions of the new Companies Act is unclear. See “Item 3. Key Information — D. – Risk Factors — Risks Related to Us and Our Industry — Changing Laws, Rules and Regulations and Legal Uncertainties in India, Including Adverse Application of Corporate and Tax Laws, May Adversely Affect Our Business and Financial Performance.”

C. Organizational Structure

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

Notes:

D. Property, Plants and Equipment

Our primary facility is our principal executive office located in Gurgaon, India. We lease this approximate 86,500approximately 93,700 square foot facility under a nine-year lease which commenced in thethrough at least fiscal year 2012.2020.

As of April 30, 2012,March 31, 2014, we also had 2220 company-owned travel stores in 18 cities, including one in our office in Gurgaon, 35 franchisee-owned travel stores which primarily sell packages in 2131 cities and counters in India, including Mumbai, Kolkata, Ahmedabad, Chennai, Delhi, Goa, Hyderabad, Jaipur and Pune.four major airports in India. Outside of India, we havelease offices in New York, San Francisco, Singapore, Kuala Lumpur, Phuket, Bangkok, Amsterdam and Kuala Lumpur. All of these properties are leased,Herzliya, Israel and we are currentlyown two offices in the process of renewing certain such lease agreements for future periods.Phuket.

Not applicable

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our business, financial condition and results of operations should be read in conjunction with “Item 3. Key Information — A. Selected Consolidated Financial Data” and our consolidated financial statements and the related notes included elsewhere in this annual report.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.Annual Report. Actual results could differ materially from those contained in any forward-looking statements.

Overview

We are the largest online travel company in India, based on gross bookings for 2011,2012, according to PhoCusWright. Through our primary website, www.makemytrip.com, and other technology-enhanced platforms, travelers can research, plan and book a wide range of travel services and products in India as well as overseas. Our services and products include air tickets, hotels, packages, rail tickets, bus tickets, car hire and ancillary travel requirements such as facilitating access to travel insurance. As reported by The Economic Times on February 6, 2011, the Indian middle class is expected to grow over three times from 160 million people currently to 547 million people by 2026. In order to meet the requirements of this growing Indian middle class travel market where Internet penetration is relatively low, we also utilize other technology-enhanced distribution channels, including call centers, our travel stores in India, as well as our travel agents’ network in India. Our customers are now able to make bookings on our mobile site, http://m.makemytrip.com, and on major mobile platforms through our mobile applications, including Indian and international flights, hotels and holiday packages and Indian bus offerings through our Android and iPhone applications, Indian domestic flights through our BlackBerry application, and Indian domestic flights and hotels through our Windows Mobile application. We believe that smartphones and mobile devices will become a more integral part of how our customers shop for and purchase our products in the coming years.

We generate revenue through two main lines of business, air ticketing, and hotels and packages. Sales in ourOur sales of air ticketing businesstickets and hotel rooms are primarily made through our website and our mobile applications. Our customers can book standard flight plus hotel packages on our websites, whereasbut the majority of the sales in our hotels andof packages businesswithin or outside India are made mainlyconcluded through our call centers, travel stores and travel agents’ network. We also generate revenue through the online sale of rail and bus tickets and by facilitating access to travel insurance, as well as advertising revenue from third partythird-party advertisements on our websites.

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

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