| Item 1. | |
| (a) | Name of issuer:
MakeMyTrip Limited |
| (b) | Address of issuer's principal executive
offices:
19th Floor, Building No. 5, DLF Cyber City, Gurugram, 122002, India |
| Item 2. | |
| (a) | Name of person filing:
Travogue Electronic Travel LLP ("Travogue")
Deep Kalra |
| (b) | Address or principal business office or, if
none, residence:
The address of Travogue is 207, Chiranjeev Tower, 43, Nehru Place, New Delhi - 110019, India. The address of Mr. Deep Kalra is Flat No 818B, DLF Camellias, DLF City Phase-5, Gurugram, Haryana, 122009, India. |
| (c) | Citizenship:
Travogue is incorporated in the Republic of India. Deep Kalra is a citizen of the Republic of India. |
| (d) | Title of class of securities:
Ordinary Shares, par value US$0.0005 per share |
| (e) | CUSIP No.:
V5633W109 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information contained on the cover pages of this Schedule 13G is hereby incorporated by reference to this Item 4.
The 3,678,248 ordinary shares, $0.0005 par value per share of the Issuer ("Ordinary Shares") shown as beneficially owned by Mr. Deep Kalra include 2,352,900 Ordinary Shares held by Travogue. Mr. Kalra and his spouse are the sole partners in Travogue as of the date hereof and, accordingly, may be deemed to share beneficial ownership of the 2,352,900 Ordinary Shares held of record by Travogue. Mr. Kalra also beneficially owns 1,325,348 Ordinary Shares in his individual capacity, which comprise (i) 297,342 Ordinary Shares held by him in his own name (ii) 317,112 Ordinary Shares underlying Restricted Stock Units that are vested as of December 31, 2024 (iii) 116 Ordinary Shares underlying Restricted Stock Units that will vest within 60 days of December 31, 2024 (iv) 705,300 Ordinary Shares underlying ESOPs that are currently exercisable and (v) 5,478 Ordinary Shares held by Mr. Kalra's spouse.
|
| (b) | Percent of class:
The information contained on the cover pages to this Schedule 13G is hereby incorporated by reference to this Item 4.
The percent of class reported herein is based upon 71,527,402 Ordinary Shares outstanding as on December 31, 2024, and, for Mr. Kalra only, also additionally includes: (i) 317,112 Ordinary Shares underlying Restricted Stock Units that are vested as of December 31, 2024 (ii) 116 Ordinary Shares underlying Restricted Stock Units that will vest within 60 days of December 31, 2024 (iii) 705,300 Ordinary Shares underlying ESOPs that are currently exercisable and (iv) 5,478 Ordinary Shares held by Mr. Kalra's spouse. % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See cover pages.
|
| | (ii) Shared power to vote or to direct the
vote:
See cover pages.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
See cover pages.
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See cover pages.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(d)