UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of August 2021
Commission File Number 001-34837
MAKEMYTRIP LIMITED
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrant’s name into English)
Mauritius
(Jurisdiction of incorporation or organization of registrant)
19th Floor, Building No. 5
DLF Cyber City
Gurugram, 122002, India
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Other Events
Annual meeting of shareholders
On August 9, 2021, the Company issued its notice of annual meeting and form of proxy for its annual meeting to be held in Gurugram, India on September 8,
2021. The Company has also published its consolidated and separate financial statements for the fiscal year ended March 31, 2021 audited by KPMG
(Mauritius) for purposes of compliance with Mauritius statutory requirements. Copies of the press release containing details of the Company’s annual meeting
and the Company’s notice of annual meeting, form of proxy, consolidated financial statements for the fiscal year ended March 31, 2021 and the separate
financial statements for the fiscal year ended March 31, 2021 are attached hereto as Exhibit 99.1, Exhibit 99.2, Exhibit 99.3, Exhibit 99.4 and Exhibit 99.5,
respectively.
Recent Developments Relating to Our Investments
On August 9, 2021, we completed the sale of our entire equity investment in the securities of an unlisted entity (classified under “Other investments” in our
statement of financial position), for a total cash consideration of $38.5 million and recorded a gain on sale of $33.1 million, net of transaction related costs,
which will be reflected in our financial results for the six months ending September 30, 2021.
Exhibit
99.1
Press release, dated August 9, 2021.
99.2
Notice of annual meeting to shareholders, dated August 9, 2021.
99.3
Form of proxy.
99.4
Consolidated financial statements of MakeMyTrip Limited for the fiscal year ended March 31, 2021.
99.5
Separate financial statements of MakeMyTrip Limited for the fiscal year ended March 31, 2021.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, there under duly authorized.
Date: August 9, 2021
MAKEMYTRIP LIMITED
By:
/s/ Deep Kalra
Name:
Deep Kalra
Title:
Director and Group Executive Chairman
EXHIBIT INDEX
99.1
Press release, dated August 9, 2021.
99.2
Notice of annual meeting to shareholders, dated August 9, 2021.
99.3
Form of proxy.
99.4
Consolidated financial statements of MakeMyTrip Limited for the fiscal year ended March 31, 2021.
99.5
Separate financial statements of MakeMyTrip Limited for the fiscal year ended March 31, 2021.
Exhibit 99.1
MakeMyTrip Limited Announces Details of its Annual Shareholders Meeting
Gurugram and New York, August 9, 2021: MakeMyTrip Limited (NASDAQ: MMYT) (the “Company”), India’s leading online travel
company, announced today that the annual meeting of its shareholders will be held on Wednesday, September 8, 2021, beginning at 5:00 pm,
Indian Standard Time, at 19th Floor, Building No. 5, DLF Cyber City, Gurugram, 122002, India. The Company’s notice of annual meeting and
form of proxy were issued on August 9, 2021.
The Company’s Annual Report, notice of the annual meeting, form of proxy and annual consolidated and separate financial statements audited
by KPMG Mauritius for the financial year ended March 31, 2021 are available on the Company’s investor relations website at
http://investors.makemytrip.com. Shareholders may also obtain a copy of these documents, free of charge, by sending a request by email to
jonathan.huang@go-mmt.com.
About MakeMyTrip Limited:
We own and operate well recognized online travel brands, including MakeMyTrip, goibibo and redbus. Through our primary websites,
www.makemytrip.com, www.goibibo.com, www.redbus.in, and mobile platforms, travelers can research, plan and book a wide range of travel
services and products in India as well as overseas. Our services and products include air ticketing, hotel and alternative accommodations
bookings, holiday planning and packaging, rail ticketing, bus ticketing, car hire and ancillary travel requirements such as facilitating access to
third-party travel insurance and visa processing. We provide 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, a comprehensive set of domestic accommodation properties in India and a
wide selection of properties outside of India, Indian Railways and all major Indian bus operators.
For more details, please contact:
Jonathan Huang
MakeMyTrip Limited
Vice President - Investor Relations
+1 (917) 769-2027
jonathan.huang@go-mmt.com.com
Exhibit 99.2
MAKEMYTRIP LIMITED
NOTICE OF ANNUAL MEETING
NOTICE IS HEREBY GIVEN that an annual meeting (the “Annual Meeting”) of MakeMyTrip Limited (the “Company”) will be held at 19th Floor,
Building No. 5, DLF Cyber City, Gurugram, 122002, India on September 8, 2021 at 5:00 p.m., Indian Standard Time, and at any adjourned or postponed
meeting thereof, for the following purposes:
1.
To consider the annual report of the Company on Form 20-F for the fiscal year ended March 31, 2021 filed with the U.S. Securities and Exchange
Commission.
2.
To receive the report of KPMG (Mauritius).
3.
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“RESOLVED, as an ordinary resolution,
THAT the appointment of KPMG (Mauritius) of KPMG Centre, 31, Cybercity, Ebène, Mauritius as the independent auditor of the Company for the
fiscal year ending March 31, 2022, be and is hereby approved and that the Company’s Board of Directors be and is hereby authorized to fix such
independent auditor’s remuneration.”
4.
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“RESOLVED, as an ordinary resolution,
THAT the consolidated and separate financial statements of the Company for the fiscal year ended March 31, 2021 audited by KPMG (Mauritius) be
and are hereby adopted.”
5.
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“RESOLVED, as an ordinary resolution,
THAT Aditya Tim Guleri be and is hereby re-elected as a director on the Company’s Board of Directors.”
6.
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“RESOLVED, as an ordinary resolution,
THAT Paul Laurence Halpin be and is hereby re-elected as a director on the Company’s Board of Directors.”
7.
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
“RESOLVED, as an ordinary resolution,
THAT Jane Jie Sun be and is hereby re-elected as a director on the Company’s Board of Directors.”
8.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
The consolidated and separate financial statements of the Company for the fiscal year ended March 31, 2021 have been audited by KPMG (Mauritius) in
compliance with Mauritius statutory requirements and are available on the Company’s website, http://investors.makemytrip.com.
Please refer to the form of proxy, which is attached to and made a part of this notice. Holders of record of the Company’s ordinary shares and Class B
convertible ordinary shares at the close of business on August 3, 2021 are entitled to receive notice of and to vote at the Annual Meeting and any adjourned
meeting thereof.
You are cordially invited to attend the Annual Meeting in person. Your vote is important. If you cannot attend the Annual Meeting in person,
you are urged to complete, sign, date and return the accompanying form of proxy as soon as possible and prior to September 7, 2021. We must receive
the form of proxy no later than 24 hours before the time appointed for the Annual Meeting to ensure your representation at such meeting.
Shareholders may obtain a copy of the Company’s annual report, free of charge, from our website http://investors.makemytrip.com, or by email to
By Order of the Board of Directors,
MakeMyTrip Limited
/s/ Deep Kalra
Deep Kalra
Director and Group Executive Chairman
Port Louis, Mauritius, August 9, 2021
Group Office:
19th Floor, Building No. 5,
DLF Cyber City, Gurugram, 122002
India
Registered Office:
The offices of IQ EQ Corporate Services (Mauritius) Ltd., 33, Edith Cavell
Street Port Louis 11324
Mauritius
Exhibit 99.3
MAKEMYTRIP LIMITED
(Incorporated in Mauritius with limited liability)
Form of Proxy for Annual Meeting
Introduction
This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of MakeMyTrip Limited, a Mauritius company (the
“Company”) of proxies from the holders of the issued and outstanding ordinary shares of the Company, par value US$0.0005 per share (the “Ordinary
Shares”) and Class B convertible ordinary shares, par value US$0.0005 per share (the “Class B Shares”) to be exercised at the annual meeting of the
Company (the “Annual Meeting”) to be held at 19th Floor, Building No. 5, DLF Cyber City, Gurugram, India, 122002 on September 8, 2021 at 5:00 p.m.
Indian Standard Time and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual Meeting (the
“Annual Meeting Notice”).
Only the holders of record of the Ordinary Shares and Class B Shares at the close of business on August 3, 2021 are entitled to notice of and to vote at
the Annual Meeting. The quorum of the Annual Meeting is one or more shareholders who are able to exercise not less than 33.3% of the votes to be cast on the
business to be transacted at the Annual Meeting. This Form of Proxy and the accompanying Annual Meeting Notice are first being mailed to the shareholders
of the Company on or about August 13, 2021.
The Ordinary Shares and Class B Shares represented by all properly executed proxies returned to the Company will be voted at the Annual Meeting as
indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such
discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the Annual Meeting acts as proxy and is entitled to exercise his
discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the Annual Meeting, all properly
executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business
which may come before the Annual Meeting. However, if any other matter properly comes before the Annual Meeting, or any adjourned or postponed meeting
thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the
discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the
Company a duly signed revocation at its Registered Office at the offices of IQ EQ Corporate Services (Mauritius) Ltd., 33, Edith Cavell Street, Port Louis
11324, Mauritius, with a copy of such revocation to be delivered also to the Group’s office (Attn: General Counsel) at 19th Floor, Building No. 5, DLF Cyber
City, Gurugram, India, 122002, or (ii) by voting in person at the Annual Meeting.
To be valid, this Form of Proxy must be completed, signed and returned to the Group’s office (to the attention of General Counsel) at 19th Floor,
Building No. 5, DLF Cyber City, Gurugram, India, 122002 as soon as possible and prior to September 7, 2021, so that it is received by the Company no later
than 24 hours before the time appointed for the Annual Meeting.
MAKEMYTRIP LIMITED
Form of Proxy for Annual Meeting
I/We __________________________________________________________________ (name of the shareholder) of
__________________________________________________ (address of the shareholder) being the registered holder of _____________________ ordinary
shares/Class B convertible ordinary shares, par value US$0.0005 per sharei, of MakeMyTrip Limited (the “Company”) hereby appoint the Chairman of the
Annual Meeting (the “Chairman”)ii or _________________________ (name of the proxy) of __________________________________ (address of the proxy)
as my/our proxy to attend and act for me/us at the Annual Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at 19th Floor,
Building No. 5, DLF Cyber City, Gurugram, 122002, India on September 8, 2021, and in the event of a poll, to vote for me/us as indicated below, or if no such
indication is given, as my/our proxy thinks fitiii.
RESOLUTION
FORiii
AGAINSTiii
ABSTAINiii
1.
To appoint KPMG (Mauritius) as the independent auditor of the Company for the fiscal year ending
March 31, 2022 and to authorize the Company’s Board of Directors to fix such independent auditor’s
remuneration.
2.
To adopt the Company’s consolidated and separate financial statements for the fiscal year ended
March 31, 2021 audited by KPMG (Mauritius).
3.
To re-elect Aditya Tim Guleri as a director on the Board of Directors of the Company.
4.
To re-elect Paul Laurence Halpin as a director on the Board of Directors of the Company.
5.
To re-elect Jane Jie Sun as a director on the Board of Directors of the Company.
Signature(s)iv ____________________________
Dated_______________, 2021
i
Please insert the number of shares registered in your name(s) to which this proxy relates and indicate whether they are ordinary shares or Class B
convertible ordinary shares. If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares and/or Class B convertible
ordinary shares in the Company registered in your name(s).
ii
If any proxy other than the Chairman is preferred, strike out the words “THE CHAIRMAN OF THE ANNUAL MEETING” and insert the name and
address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. ANY
ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.
iii
IMPORTANT: IF YOU WISH TO VOTE FOR A PARTICULAR RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF
YOU WISH TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU
WISH TO ABSTAIN FROM VOTING ON A PARTICULAR RESOLUTION, TICK THE APPROPRIATE BOX MARKED “ABSTAIN”.
Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote or abstain at his
discretion on any amendment to the resolutions referred to in the Notice of Annual Meeting which has been properly put to the Meeting.
iv
This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its
common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.
Exhibit 99.4
MakeMyTrip Limited
Consolidated Financial Statements
March 31, 2021
With Independent Auditors’ Report Thereon
MakeMyTrip Limited
Consolidated Financial Statements
March 31, 2021
Table of Contents
Page
Corporate Data
3
Corporate Governance Report
4 – 10
Commentary of the Directors
11
Certificate from the Secretary
12
Independent Auditors’ Report
13 – 19
Consolidated Statement of Financial Position
20
Consolidated Statement of Profit or Loss and Other Comprehensive Income
21
Consolidated Statement of Changes in Equity
22– 24
Consolidated Statement of Cash Flows
25
Notes to the Consolidated Financial Statements
26 – 95
2
MakeMyTrip Limited
Corporate Data
S. No.
Name of Director
Date of Appointment
Date of Resignation
1
Deep Kalra
October 9, 2001
-
2
Aditya Tim Guleri
April 03, 2007
-
3
Gyaneshwarnath Gowrea
February 11, 2009
August 20, 2020
4
Rajesh Magow
November 06, 2012
-
5
James Jianzhang Liang
January 27, 2016
-
6
Paul Laurence Halpin
April 30, 2018
-
7
Jane Jie Sun
August 30, 2019
-
8
Cindy Xiaofan Wang
August 30, 2019
-
9
Xing Xiong
August 30, 2019
-
10
Xiangrong Li
September 6, 2019
-
11
Hyder Aboobakar
August 20,2020
-
Corporate Secretary
C/o IQ EQ Corporate Services (Mauritius) Ltd
33, Edith Cavell Street
Port Louis, 11324
Republic of Mauritius
Registered office
C/o IQ EQ Corporate Services (Mauritius) Ltd
33, Edith Cavell Street
Port Louis, 11324
Republic of Mauritius
Auditors
KPMG
KPMG Centre
31, Cybercity
Ebène
Republic of Mauritius
Banker
HSBC Bank Mauritius Ltd
6th Floor HSBC Centre
18, Cybercity
Ebène
Republic of Mauritius
3
MakeMyTrip Limited
Corporate Governance Report
General Information
MakeMyTrip Limited (the “Company” or the “Group”) is a company domiciled in the Republic of Mauritius. The address of the Company’s registered office
is C/o IQ EQ Corporate Services (Mauritius) Ltd, 33, Edith Cavell Street, Port Louis, 11324, Republic of Mauritius. As at March 31, 2021, the Company had
five (5) significant subsidiaries as mentioned below:
S. No.
Name of Subsidiary
Date of Incorporation
Place of Incorporation
1.
MakeMyTrip (India) Private Limited
April 13, 2000
India
2.
MakeMyTrip Inc.
April 30, 2000
United States of America
3.
Ibibo Group Holdings (Singapore) Pte. Ltd.
November 30, 2012
Singapore
4.
Ibibo Group Private Limited
March 23, 2012
India
5.
Bitla Software Private Limited
June 29, 2007
India
The Board of Directors
The Board is composed of ten (10) directors coming from different sectors. Every director has drawn from his professional background and expertise in
positively contributing to the board’s activities. The Board is currently made up of eight (8) non-executive directors.
Directors
Independent
1. Aditya Tim Guleri
2. Paul Laurence Halpin
3. Xiangrong Li
Non-Executive
1. Aditya Tim Guleri
2. Cindy Xiaofan Wang
3. Hyder Aboobakar
4. James Jianzhang Liang
5. Jane Jie Sun
6. Paul Laurence Halpin
7. Xing Xiong
8. Xiangrong Li
Executive
1. Deep Kalra
2. Rajesh Magow
The Board is responsible for directing the affairs of the Company in the best interests of shareholders, in conformity with legal and regulatory framework, and
consistent with its constitution and best governance practices.
4
MakeMyTrip Limited
Corporate Governance Report (Continued)
The Board of Directors (Continued)
Directors (Continued)
The Directors profile
Unless otherwise indicated, the business address for the directors is 19th Floor, Building No. 5, DLF Cyber City, Gurugram, India, 122002.
1.
Deep Kalra is our founder, group executive chairman and was appointed to our board of directors on October 9, 2001. Mr. Kalra’s responsibilities
as group chief executive chairman include executing our business strategy and managing the overall performance and growth of our company.
Mr. Kalra has over 29 years of work experience in e-commerce, sales, marketing, corporate banking, financial analysis and senior management
roles. Prior to founding our company in April 2000, Mr. Kalra worked with GE Capital India, a subsidiary of the General Electric Company, where
he was vice president, business development. Prior to that, he also worked with AMF Bowling Inc. and ABN AMRO Bank NV. Mr. Kalra is the
co-chair of National Committee on Tourism and Hospitality at Confederation of Indian Industry. He is a founding member of IndiaTech.Org, an
industry body representing the interests of Indian digital companies and is a co-founder of Ashoka University, a liberal arts college in Sonipat, near
New Delhi and serves on their board and governing council. Mr. Kalra is a founding member of ‘I am Gurgaon’— an NGO focused on improving
the quality of life in Gurgaon and also serves on the board of the Gurgaon Metropolitan Development Authority. Mr. Kalra holds a Bachelor’s
degree in Economics from St. Stephen’s College, Delhi University, India, and a Master’s degree in Business Administration from the Indian
Institute of Management, Ahmedabad, India.
2.
Rajesh Magow is our co-founder and group chief executive officer and was appointed to our board of directors on November 6, 2012. Mr. Magow
has also previously held the positions of chief financial officer and chief operating officer at our company. Mr. Magow has over 28 years of
experience in the Information Technology and Internet industries. After having been a part of our senior management team in 2001 for a few
months, Mr. Magow worked as a part of senior management at Tecnovate eSolutions Private Limited, a wholly-owned subsidiary of eBookers.com
(a United Kingdom-based online travel company that was listed on the Nasdaq Stock Market until it was acquired by the Cendant group in
February 2005) from 2001 to June 2006. Before leaving Tecnovate eSolutions, he was the acting chief executive officer of that company.
Mr. Magow was part of the senior management team that set up eBookers’ call center and back office operations in India and was a board member
of Tecnovate from January 2001 to June 2006. Prior to Tecnovate, he also worked with Aptech Limited and Voltas Limited. Mr. Magow rejoined
our company in 2006. He also served on the board of Flipkart Limited as an independent director from March 2011 to May 2015 and again from
June 2017 to February 2021. Mr. Magow is a qualified Chartered Accountant from the Institute of Chartered Accountants of India.
3.
Aditya Tim Guleri was appointed to our board of directors on April 3, 2007 as a nominee of Sierra Ventures VIII-A, L.P., Sierra Ventures VIII-B,
L.P. and Sierra Ventures Associates VIII, LLC, or the Sierra Ventures entities. He has remained on our board following the lapse of Sierra Ventures
entities’ right of nomination upon the completion of our initial public offering in August 2010. Mr. Guleri is the Managing Director of Sierra
Ventures. Mr. Guleri’s investment focus is primarily Information Technology software companies. Additionally, Mr. Guleri has helped execute
Sierra’s India strategy and investments. As a venture capitalist, Mr. Guleri has helped to complete strategic exits from numerous companies
including several public companies. Mr. Guleri currently serves on the board of directors of AgentIQ, Appcues, Applitools, Astronomer, Balto,
Commerce Fabric, Enable, LeadGenius, Phenom People, Radius, Sedai, Speedscale and SupportLogic. Prior to Sierra, Mr. Guleri founded and
served as chief executive officer of Octane Software from 1996 to 2000. He successfully led Octane’s merger with Epiphany (NASDAQ: EPNY) in
2000. Before Octane, Mr. Guleri was vice president of field operations at Scopus Technology. Mr. Guleri holds a Master of Science degree in
Engineering and Operating Research from Virginia Polytechnic Institute and State University; and a Bachelor of Science degree in Electrical
Engineering from Punjab Engineering College, Chandigarh, India. The business address of Mr. Guleri is 1400 Fashion Island Boulevard, Suite
1010, San Mateo, CA 94404, United States.
5
MakeMyTrip Limited
Corporate Governance Report (Continued)
The Board of Directors (Continued)
The Directors profile (Continued)
4.
Cindy Xiaofan Wang was appointed to our board of directors on August 30, 2019 as a nominee of Trip.com. Ms. Wang has served as the chief
financial officer of Trip.com since November 2013 and executive vice president since May 2016. Prior to that, she was a vice president of Trip.com
from January 2008. Ms. Wang joined Trip.com in 2001 and has held a number of managerial positions at Trip.com. In 2017, Ms. Wang won the
Best CFO Award by Institutional Investor in the 2017 All-Asia Executive Team Rankings and China Best CFO Leadership Award by
SNAI/ACCA/Korn Ferry. Previously, Ms. Wang worked with PricewaterhouseCoopers Zhong Tian CPAs Limited Company. She is an observer on
the board of directors of Huazhu Group Limited (NASDAQ:HTHT, SEHK:1179). Ms. Wang received a Master of Business Administration from
Massachusetts Institute of Technology and obtained her Bachelor’s degree from Shanghai Jiao Tong University. Ms. Wang is a Certified Public
Accountant (CPA). The business address of Ms. Wang is Building 16, SKY SOHO, No. 968 Jinzhong Road, Shanghai, PRC 200335.
5.
Hyder Aboobakar was appointed to our board of directors on August 20, 2020 and is one of our resident directors in Mauritius. Mr. Hyder is a
Director – Business Development at IQ EQ Corporate Services (Mauritius) Limited, or IQ-EQ. Prior to joining IQ-EQ, Mr. Hyder served as an
investment manager at DSP Blackrock Investment Managers (Mauritius) Ltd where he was responsible for managing two India focused funds. Mr.
Hyder has also previously worked as a business development manager at Cim Global Business (Mauritius) Ltd, as an investment manager at TVF
Capital Management Ltd and as a trader and team leader of risk management at Superfund Asset Management Ltd. Mr. Hyder is a Chartered
Financial Analyst and holds a Bachelor of Science (Honors) degree in Economics and Finance from the University of Mauritius. He is also a
certified Financial Risk Manager by the Global Association of Risk Professionals. The business address of Mr. Aboobakar is c/o IQ EQ Corporate
Services (Mauritius) Limited, 33 Edith Cavell Street, Port Louis, 11324, Mauritius.
6.
James Jianzhang Liang was appointed to our board of directors on January 27, 2016, as a nominee of Trip.com. He is one of the co-founders of
Trip.com and is currently serving as the executive chairman of Trip.com’s board of directors. Prior to founding Trip.com, Mr. Liang held a number
of technical and managerial positions with Oracle Corporation from 1991 to 1999 in the United States and China, including the head of the ERP
consulting division of Oracle China from 1997 to 1999. Mr. Liang currently serves as Co-Chairman of Tongcheng-eLong (HKSE:7080). Mr. Liang
received his Ph.D. degree from Stanford University and his Master’s and Bachelor’s degrees from Georgia Institute of Technology. He also
attended an undergraduate program at Fudan University. The business address of Mr. Liang is Building 16, SKY SOHO, No. 968 Jinzhong Road,
Shanghai, PRC 200335.
7.
Jane Jie Sun was appointed to our board of directors on August 30, 2019 as a nominee of Trip.com. Ms. Sun has served as the chief executive
officer of Trip.com, as well as a member of the board of directors of Trip.com, from November 2016. Prior to that, she was a co-president of
Trip.com from March 2015, chief operating officer since May 2012, and chief financial officer from 2005 to 2012. Prior to joining Trip.com, Ms.
Sun worked as the head of the SEC and External Reporting Division of Applied Materials, Inc. from 1997. Prior to that, she worked with KPMG
LLP as an audit manager in Silicon Valley, California for five years. Ms. Sun is a member of the American Institute of Certified Public
Accountants and a State of California Certified Public Accountant. Ms. Sun received her Bachelor’s degree from the business school of the
University of Florida with high honors. She also obtained her LLM degree from Peking University Law School. The business address of Ms. Sun is
Building 16, SKY SOHO, No. 968 Jinzhong Road, Shanghai, PRC 200335.
6
MakeMyTrip Limited
Corporate Governance Report (Continued)
The Board of Directors (Continued)
The Directors profile (Continued)
8.
Paul Laurence Halpin was appointed to our board of directors on April 30, 2018 as a nominee of MIH Internet. He has remained on our board
following the completion of the Naspers-Trip.com Transaction as a nominee of Trip.com. Mr. Halpin held various leadership positions in the
financial services industry at PwC Dublin, London and Johannesburg during his 25-year career from 1979 until 2004. Between 2004 to 2011,
having relocated to Mauritius in 2004, Mr. Halpin established and sold a number of international healthcare and insurance outsourcing businesses
in Mauritius. He also served as a non-executive director on the Government of Mauritius’ Board of Investment between 2005 to 2010. Mr. Halpin
is an independent non-executive director on the boards of Gamma Civic Ltd, Kolos Cement Ltd and Lottotech Ltd., which are listed on the Stock
Exchange of Mauritius. He also serves as an independent non-executive director of other unlisted companies, including Gamma Construction Ltd,
Citicc (Africa) Holdings Ltd, and several companies within the Multichoice International Holdings group. His previously held roles include Lloyd’s
general representative for Mauritius. Mr. Halpin holds a Bachelor of Commerce degree from University College Dublin. He is a Chartered
Accountant and a Fellow of the Institute of Chartered Accountants in Ireland. He is a Fellow of the Mauritius Institute of Directors and a Member
of the Mauritius Institute of Professional Accountants. The business address of Mr. Halpin is Unit 8, East Rock, Coastal Road, Roches Noires,
Mauritius.
9.
Xiangrong Li was appointed to our board of directors on September 6, 2019. Ms. Li has served as the deputy general manager and financial
controller of Beijing Tourist Hotel (Group) Co. Ltd., a company listed on the Shanghai Stock Exchange since September 2016. Ms. Li was
employed with Unilever in various positions from 1993 to 2010, including serving as the financial controller for the greater China region from 2007
to 2010. Ms. Li served as the chief financial officer of Hengdeli Holdings Ltd, a company listed on the Stock Exchange of Hong Kong, from 2010
to August 2014. Ms. Li served as the chief financial officer of Homeinns Hotel Group (previously listed on NASDAQ with stock ticker HMIN,
merged with Beijing Tourist Hotel (Group) Co. Ltd in 2016) from August 2014 to September 2016. Ms. Li obtained her Bachelor’s degree in
International Accounting jointly awarded by the Shanghai University of Finance and Economics and Shanghai International Studies Institute (now
known as Shanghai International Studies University) in July 1993. She obtained a Master’s degree in Executive Management Business
Administration from China Europe International Business School in September 2008 and is now a senior member of The Association of Chartered
Certified Accountants and a member of The Chinese Institute of Certified Public Accountants. The business address of Ms. Li is 124, Caobao
Road, Shanghai, China.
10.
Xing Xiong was appointed to our board of directors on August 30, 2019 as a nominee of Trip.com. Mr. Xiong is currently chief operating officer of
Trip.com. He joined Trip.com as Senior R&D Director in April 2013 and became the vice president of Technology. and the chief executive officer
of the Flight Ticket Group of Trip.com. Prior to working at Trip.com, Mr. Xiong held several management positions in the research and
development teams of Microsoft and Expedia. Mr. Xiong has over 21 years of technology and management experience in the travel industries. He
holds a Bachelor’s degree in Computer Science from Peking University and a Master’s degree in Computer Science from Northeastern University
in Boston, Massachusetts, United States. The business address of Mr. Xiong is Building 16, SKY SOHO, No. 968 Jinzhong Road, Shanghai,
PRC 200335.
7
MakeMyTrip Limited
Corporate Governance Report (Continued)
Constitution
Public Limited Company.
Committees of the Board of Directors
We have established two committees under our board of directors: an audit committee and a compensation committee. Each committee’s members and
functions are described below.
Audit Committee
The audit committee consists of two members, Xiangrong Li and Aditya Tim Guleri and one non-voting observer, Cindy Xiaofan Wang. The chairman is
Xiangrong Li. Each member of the audit committee satisfies the independence requirements of applicable Nasdaq Rules and the independence requirements of
Rule 10A-3 under the Exchange Act. Our board of directors has determined that Xiangrong Li qualifies as an audit committee financial expert within the
meaning of the SEC rules, and that each of Xiangrong Li and Aditya Tim Guleri is financially literate. Our audit committee oversees our accounting and
financial reporting processes and the audits of the financial statements of our company. Our audit committee is responsible for, among other things:
•
selecting our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors;
•
annually reviewing the independence of our independent auditors;
•
reviewing and approving all related party transactions on an ongoing basis;
•
reviewing and discussing the annual audited financial statements with management and our independent auditors;
•
such other matters that are specifically delegated to our audit committee by our board of directors from time to time;
•
meeting separately and periodically with management and our independent auditors; and
•
reporting regularly to our full board of directors.
Under the Terms of Issue, at any time the Permitted Holders (as defined in the Terms of Issue) beneficially own 10% or more of our issued and outstanding
voting securities and no Class B director serves on the audit committee, the Class B Members shall have the right to appoint a representative to attend audit
committee meetings as an observer.
The Nasdaq Rules provide that foreign private issuers may follow home country practice in lieu of the corporate governance requirements of the Nasdaq Stock
Market LLC, subject to certain exceptions and requirements and except to the extent that such exemptions would be contrary to US federal securities laws and
regulations. We follow home country practice that permits its audit committee to consist of less than three members, in lieu of complying with Rule
5605(c)(2)(A) of the Nasdaq Rules that requires each company to have an audit committee of at least three members. Our audit committee currently consists of
two members and a non-voting observer.
8
MakeMyTrip Limited
Corporate Governance Report (Continued)
Committees of the Board of Directors (Continued)
Compensation Committee
The compensation committee consists of four members, Aditya Tim Guleri, Xiangrong Li, James Jianzhang Liang and Cindy Xiaofan Wang. The chairman is
Aditya Tim Guleri. Each member of the compensation committee satisfies the independence requirements of the Nasdaq Rules. Our compensation committee
approves the compensation of our employee-directors and executive officers. The compensation committee is responsible for, among other things:
•
reviewing the compensation plans, policies and programs adopted by the management;
•
reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating the performance of our
chief executive officer in light of those goals and objectives, and setting the compensation level of our chief executive officer based on this evaluation;
and
•
reviewing and approving or making recommendations to the board regarding any compensation plans, equity-based plans and similar arrangements.
We currently do not have in place a nominations committee, and the actions ordinarily taken by such committee are resolved by a majority of the independent
directors on our board. As a foreign private issuer, we are permitted to follow home country corporate governance practices under Rule 5615(a)(3) of the
Nasdaq Rules. Our home country practice differs from Rule 5605(e) of the Nasdaq Rules regarding implementation of a nominations committee charter or
board resolution, because our company, as a holder of Category1 Global Business License issued by the Financial Services Commission of Mauritius, is not
required under Mauritius Companies Act to establish a nominations committee.
Duties of Directors
Under Mauritius Companies Act, our directors have a duty to our company to exercise their powers honestly in good faith in the best interests of our company.
Our directors also have a duty to our company to exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable
circumstances. Where a director of a public company also holds office as an executive, the director is required under Mauritius Companies Act to exercise that
degree of care, diligence and skill which a reasonably prudent and competent executive in that position would exercise. In fulfilling their duty of care to our
company, our directors must ensure compliance with the Mauritius Companies Act and our Constitution, as amended from time to time. A shareholder has the
right to seek damages against our directors if a duty owed by our directors to him as a shareholder is breached.
The functions and powers of our board of directors include, among others:
•
convening shareholders’ annual meetings and reporting its work to shareholders at such meetings;
•
authorizing dividends and distributions;
•
appointing officers and determining the term of office of officers;
•
exercising the borrowing powers of our company and mortgaging the property of our company, provided that shareholders’ approval shall be required if
any transaction is a major transaction for our company under section 130 of the Mauritius Companies Act; and
•
approving the issuance and transfer of shares of our company, including the recording of such shares in our share register.
Identification of key risks for the Company
The Board is ultimately responsible for the Company’s system of internal control and for reviewing its effectiveness. The Board confirms that there is an
ongoing process for identifying, evaluating and managing the various risks faced by the Company.
Related party transactions
The related party transactions have been set out in note 38 of these consolidated financial statements.
9
MakeMyTrip Limited
Corporate Governance Report (Continued)
Directors’ liability insurance
We have a liability policy to insure our directors and officers from various liabilities arising out of the general performance of their duties.
Code of Business Conduct and Ethics
Our code of business conduct and ethics provides that our directors and officers are expected to avoid any action, position or interest that conflicts with the
interests of our Company or gives the appearance of a conflict. Directors and officers have an obligation under our code of business conduct and ethics to
advance our company’s interests when the opportunity to do so arises.
Environment
Due to the nature of its activities, the Company has no adverse impact on environment.
Corporate social responsibility and donations
During the year, the Company has not made any donations.
Nature of business
The principal activity of the Company is as defined in our Catergory1 Global Business License – which is investment activities.
Auditors Report and Accounts
The auditors’ report is set out on pages 13 to 19 and the consolidated statement of profit or loss and other comprehensive income is set out on page 21 of these
consolidated financial statements.
Audit fees
Audit fees payable to statutory auditor (KPMG Mauritius) for the year amounted to USD 16,308 (2020: USD 15,100). Further, aggregate audit fees for services
rendered by KPMG Assurance and Consulting Services LLP and its affiliates to us, including our subsidiaries, in financial year ended March 31, 2021
amounted to USD 730,004 (March 31, 2020: USD 538,878).
Appreciation
The Board expresses its appreciation and gratitude to all those involved for their contribution during the year.
10
MakeMyTrip Limited
Commentary of the Directors
Results
The results for the years ended March 31, 2020 and 2021 are as follows:
(in ‘USD 000’)
For the year ended March 31
Particulars
2020
2021
Total income
512,592
167,112
Total expenses
(942,002
)
(234,795
)
Finance income
3,362
12,100
Finance costs
(21,433
)
(4,798
)
Share of loss of equity -accounted investees
(65
)
(168
)
Income tax benefit
29
4,507
Loss for the year
(447,517
)
(56,042
)
Statement of Directors’ responsibilities in respect of the consolidated financial statements
Mauritius Companies Act requires the directors to prepare consolidated financial statements for each financial year, which present fairly the consolidated
financial position, consolidated financial performance and the consolidated cash flows of the group. The directors are also responsible for keeping accounting
records which:
•
correctly record and explain the transactions of the group;
•
disclose with reasonable accuracy at any time the financial position of the group; and
•
would enable them to ensure that the consolidated financial statements are in accordance with International Financial Reporting Standards and in
compliance with the requirements of the Mauritius Companies Act.
The directors confirm that they have complied with the above requirements in preparing the consolidated financial statements.
The directors have made an assessment of the Company and its subsidiaries ability to continue as a going concerns and have no reason to believe that the
businesses will not be a going concerns for the year ahead.
Auditors
The auditors, KPMG, have expressed their willingness to continue in office.
11
MakeMyTrip Limited
CERTIFICATE FROM THE SECRETARY
To the member of MakeMyTrip Limited under section 166(d) of the Mauritius Companies Act.
We certify to the best of our knowledge and belief that we have filed with the Registrar of Companies all such returns as are required of MakeMyTrip Limited
under the Mauritius Companies Act for the year ended March 31, 2021.
…………………………………………………………
For IQ EQ Corporate Services (Mauritius)
Corporate Secretary
Registered office:
C/o IQ EQ Corporate Services (Mauritius) Ltd
33, Edith Cavell Street
Port Louis, 11324
Republic of Mauritius
Date: July 13, 2021
12
Independent auditors’ report
To the members of MakeMyTrip Limited
Report on the audit of the consolidated financial statements
Opinion
We have audited the consolidated financial statements of MakeMyTrip Limited and its subsidiaries (the Group) set out on pages 20 to 95, which comprise the
consolidated statement of financial position as at 31 March 2021, and the consolidated statement of profit or loss and other comprehensive income, the
consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting policies.
In our opinion, these consolidated financial statements give a true and fair view of the consolidated financial position of MakeMyTrip Limited as at 31 March
2021, and of its financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards and
in compliance with the requirements of the Mauritius Companies Act.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the
Auditors’ responsibilities for the audit of the consolidated financial statements section of our report. We are independent of the Group in accordance with the
International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence
Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the
current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Legal proceedings and provision for litigation
Refer to note 3(k) Provisions and contingent liabilities and note 32 Provisions
Key audit matter
How the matter was addressed in our audit
As at 31 March 2021, the Group carries an amount of USD 30.8 million
as a provision in relation to ongoing litigation with respect to a legal
dispute against the Group.
The primary procedures we performed to address this key audit matter
included the following:
13
Independent auditors’ report
To the members of MakeMyTrip Limited
Report on the audit of the consolidated financial statements (continued)
Key audit matters (continued)
Legal proceedings and provision for litigation
Refer to note 3(k) Provisions and contingent liabilities and note 32 Provisions
Key audit matter
How the matter was addressed in our audit
The Group records a provision for the anticipated settlement costs of legal
disputes against the Group where it is considered to be probable that a
liability exists and a reliable estimate can be made of the likely outcome,
while the Group discloses a contingent liability where it is not probable
that an outflow of economic benefits will be required, or the amount
cannot be estimated reliably, unless the probability of outflow of
economic benefits is remote.
We identified the assessment of the provision related to an ongoing legal
dispute against the Group as a key audit matter. The Group’s evaluation
of the potential outcomes of the legal dispute, including potential
settlements and appeals, involves significant judgement. This required a
high degree of auditor judgement and effort in performing audit
procedures and evaluating the Group’s assessment of the likely outcome
associated with the ongoing legal dispute.
• Evaluated the design and implementation and tested the operating
effectiveness of certain key controls relating to the Group’s
evaluation of the legal dispute, including controls over evaluating
the potential outcomes of the legal dispute and determining
whether the amount of loss can be reliably estimated.
• Evaluated the Group’s assessment regarding the potential
outcomes of the legal dispute and the adequacy of the provision
recognised by performing the following procedures:
• Inquired with those charged with governance as to their
assessment of the potential outcome of the legal dispute.
• Inspected relevant documents pertaining to the case facts
of the legal dispute, which includes correspondence with
the tribunal/court and the legal opinion obtained from
external experts.
• Corroborating management’s assessment of the potential
outcome of the legal dispute to the independent letter of
audit inquiry obtained from external legal counsel.
14
Independent auditors’ report
To the members of MakeMyTrip Limited
Report on the audit of the consolidated financial statements (continued)
Key audit matters (continued)
Evaluation of reallocation and impairment of goodwill
Refer to note 3(f)(i) Intangible assets and goodwill, note 3(i) (ii) Impairment and note 19 Intangible assets and goodwill
Key audit matter
How the matter was addressed in our audit
The total goodwill balance as at 31 March 2021 is USD 619.9 million. On
January 31, 2021, the Group completed the integration of the air ticketing
business of MakeMyTrip India Private Limited (MMT) and Ibibo Group
Private Limited (GO), and of the hotels and packages businesses of MMT
and GO, pursuant to the Group drawing significant synergies and benefits
from the integrated businesses. Accordingly, the Group changed the
composition of its cash-generating units (CGUs) given that management
monitors operations and makes decisions for the combined air ticketing
business (MMT and GO) and for the combined hotels and packages
business (MMT and GO).
The goodwill which was initially allocated to the ibibo Group - Goibibo
CGU (at the time of acquisition of the ibibo Group) has thus been
reallocated to the newly established CGUs using a relative fair value
approach and has been reassessed for impairment at the level of the air
ticketing and hotels and packages CGUs. As a consequence of the
goodwill reallocation, the allocation of goodwill to the CGUs as at 31
March 2021 is: air ticketing USD 248.7 million, hotels and packages
USD 225.0 million, ibibo Group - redBus USD 136.8 million and other
CGUs USD 9.4 million.
The primary procedures we performed to address this key audit matter
included the following:
• Evaluated the design and implementation and tested the operating
effectiveness of certain key controls relating to the Group’s
goodwill impairment assessment process, including controls over
the change in composition of CGUs and its consequential impact
on the reallocation of goodwill to those CGUs, the estimated
revenue growth, the EBITDA margin, the terminal value growth
rate and the discount rate.
• Evaluated the appropriateness of the basis for change in the
composition of CGUs by assessing the level at which independent
cash inflows are generated and the integration of the businesses in
areas such as supply agreements, technology, and the changes to
the internal reporting and monitoring structures.
• Compared the Group’s historical forecast revenue growth and
EBITDA margin with the actual results over the same period to
assess the Group’s ability to forecast accurately, thereby also
assessing the appropriateness of the Group’s estimated revenue
growth and EBITDA margin through comparison of the
projections to the underlying approved business strategies and
growth plans.
15
Independent auditors’ report
To the members of MakeMyTrip Limited
Report on the audit of the consolidated financial statements (continued)
Key audit matters (continued)
Evaluation of reallocation and impairment of goodwil
Refer to note 3(f)(i) Intangible assets and goodwill, note 3(i) (ii) Impairment and note 19 Intangible assets and goodwill
Key audit matter
How the matter was addressed in our audit
Goodwill is tested annually for impairment, and an impairment loss is
recognised if the carrying amount of the goodwill exceeds its recoverable
amount. The recoverable amount is determined as the value-in-use of the
smallest group of assets that generates cash inflows from continuing use
that are largely independent of the cash inflows of other assets
(“cash-generating unit” or “CGU”) to which the goodwill has been
allocated, using a discounted cash flow method based on the expected
cashflows of the CGU.
We identified the reallocation of the goodwill related to the former ibibo
Group - Go ibibo CGU to the newly established CGUs and the
subsequent evaluation of the impairment thereof in relation to the air
ticketing and hotels and packages CGUs as a key audit matter. A high
degree of auditor judgement was required in evaluating the Group’s
change in the composition of the CGUs structure and the reallocation of
goodwill, and the Group’s significant assumptions, including the
estimated revenue growth, the EBITDA margin, the terminal value
growth rate and the discount rate used to calculate the value-in-use.
• Performed sensitivity analyses over estimated revenue growth,
EBITDA margin, and the terminal value growth rate and the
discount rate to assess the impact of changes in these metrics on
the recoverable amount.
• In addition, we involved valuation professionals with specialised
skills and knowledge who assisted in:
• Evaluating the appropriateness of the discount rate used in
the Group’s discounted cash flow model by comparing it
against a discount rate range that was independently
developed using publicly available data for comparable
entities;
• Evaluating the appropriateness of the terminal value growth
rate used in the Group’s discounted cash flow model by
comparing it against the long-term expected growth rate and
inflation rate of the economy in which the CGUs operate.
Other information
The directors are responsible for the other information. The other information comprises the Corporate Data, Corporate Governance Report, Commentary of
the Directors, Certificate from the Secretary, but does not include the consolidated financial statements and our auditors' report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the
other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
16
Independent auditors’ report
To the members of MakeMyTrip Limited
Report on the audit of the consolidated financial statements (continued)
Responsibilities of the directors for the consolidated financial statements
The directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with International Financial
Reporting Standards and in compliance with the requirements of the Mauritius Companies Act, and for such internal control as the directors determine is
necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease
operations, or have no realistic alternative but to do so.
In preparing the consolidated financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease
operations, or have no realistic alternative but to do so.
Auditors' Responsibilities for the Audit of the consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these consolidated financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the group's internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
•
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast significant doubt on the group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial
statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditors' report. However, future events or conditions may cause the group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated
financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
17
Independent auditors’ report
To the members of MakeMyTrip Limited
Report on the audit of the consolidated financial statements (continued)
Auditors' Responsibilities for the Audit of the consolidated Financial Statements (continued)
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an
opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them
all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or
safeguards applied.
From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated financial
statements of the current period and are therefore the key audit matters. We describe these matters in our auditors' report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Use of our report
This report is made solely to the Group’s members, as a body, in accordance with Section 205 of the Mauritius Companies Act. Our audit work has been
undertaken so that we might state to the Group's members, as a body, those matters that we are required to state to them in an auditors’ report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group and the Group’s members, as a body,
for our audit work, for this report, or for the opinions we have formed.
18
Independent auditors’ report
To the members of MakeMyTrip Limited
Report on the audit of the consolidated financial statements (continued)
Report on Other Legal and Regulatory Requirements
Mauritius Companies Act
We have no relationship with or interests in the Company other than in our capacity as auditors.
We have obtained all the information and explanations we have required.
In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.
KPMG
Chirsto Smith
Ebène, Mauritius
Licensed by FRC
Date: July 16, 2021
19
MAKEMYTRIP LIMITED
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Amounts in USD thousands)
As at March 31
Note
2020
2021
Assets
Property, plant and equipment
18
35,997
22,159
Intangible assets and goodwill
19
721,990
720,907
Trade and other receivables, net
21
2,658
2,154
Investment in equity-accounted investees
8
5,363
5,262
Other investments
9
3,683
5,508
Term deposits
23
207
25,043
Non-current tax assets
34,160
26,710
Other non-current assets
25
131
88
Total non-current assets
804,189
807,831
Inventories
36
40
Current tax assets
4,447
2
Trade and other receivables, net
21
53,407
25,177
Term deposits
23
37,823
129,825
Other current assets
24
53,428
51,069
Cash and cash equivalents
22
129,881
295,066
Total current assets
279,022
501,179
Total assets
1,083,211
1,309,010
Equity
Share capital
26
52
53
Share premium
26
1,985,555
2,021,197
Other components of equity
26
20,227
69,604
Accumulated deficit
(1,147,597
)
(1,203,334
)
Total equity attributable to owners of the Company
858,237
887,520
Non-controlling interests
4,055
3,667
Total equity
862,292
891,187
Liabilities
Loans and borrowings
28
21,613
201,616
Employee benefits
33
6,335
7,479
Contract liabilities
10
1,548
453
Deferred tax liabilities, net
20
1,777
3,864
Other non-current liabilities
30
9,775
10,217
Total non-current liabilities
41,048
223,629
Loans and borrowings
28
3,971
2,339
Trade and other payables
31
70,747
53,581
Contract liabilities
10
33,364
33,723
Other current liabilities
29
40,989
73,751
Provisions
32
30,800
30,800
Total current liabilities
179,871
194,194
Total liabilities
220,919
417,823
Total equity and liabilities
1,083,211
1,309,010
These consolidated financial statements have been approved by the Board of Directors on July 13, 2021 and signed in its behalf by:
/s/ Rajesh Magow
/s/Hyder Aboobakar
Director
Director
The notes on pages 26 to 95 form an integral part of these consolidated financial statements.
20
MAKEMYTRIP LIMITED
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
(Amounts in USD thousands, except per share data)
Note
For the year ended March 31
2019
2020
2021
Revenue
Air ticketing
166,714
174,361
57,013
Hotels and packages
237,524
235,814
67,976
Bus ticketing
53,745
65,009
24,895
Other revenue
11
28,028
36,345
13,556
Total revenue
486,011
511,529
163,440
Other income
12
220
1,063
3,672
Service cost
Procurement cost of hotels and packages services
160,824
141,404
19,146
Other cost of providing services
12,588
12,916
3,162
Personnel expenses
13
113,567
129,836
105,661
Marketing and sales promotion expenses
192,080
166,603
22,741
Other operating expenses
14
133,295
185,401
51,075
Depreciation and amortization
15
26,817
33,682
33,010
Impairment of goodwill
19
—
272,160
—
Result from operating activities
(152,940
)
(429,410
)
(67,683
)
Finance income
16
6,459
3,362
12,100
Finance costs
16
11,329
21,433
4,798
Net finance income (costs)
(4,870
)
(18,071
)
7,302
Impairment in respect of an equity-accounted investee
8
(9,926
)
—
—
Share of loss of equity-accounted investees
8
(887
)
(65
)
(168
)
Loss before tax
(168,623
)
(447,546
)
(60,549
)
Income tax benefit
17
740
29
4,507
Loss for the year
(167,883
)
(447,517
)
(56,042
)
Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit liability, net of tax
(585
)
(346
)
(199
)
Equity instruments at FVOCI - net change in fair value, net of tax
(508
)
(1,979
)
1,825
(1,093
)
(2,325
)
1,626
Items that are or may be reclassified subsequently to profit or loss:
Foreign currency translation differences on foreign operations, net of tax
(72,919
)
(73,252
)
13,497
(72,919
)
(73,252
)
13,497
Other comprehensive income (loss) for the year, net of tax
(74,012
)
(75,577
)
15,123
Total comprehensive loss for the year
(241,895
)
(523,094
)
(40,919
)
Profit (loss) attributable to:
Owners of the Company
(167,759
)
(447,781
)
(55,639
)
Non-controlling interests
(124
)
264
(403
)
Loss for the year
(167,883
)
(447,517
)
(56,042
)
Total comprehensive loss attributable to:
Owners of the Company
(241,759
)
(523,048
)
(40,531
)
Non-controlling interests
(136
)
(46
)
(388
)
Total comprehensive loss for the year
(241,895
)
(523,094
)
(40,919
)
Loss per share (in USD)
Basic
27
(1.61
)
(4.26
)
(0.52
)
Diluted
27
(1.61
)
(4.26
)
(0.52
)
The notes on pages 26 to 95 form an integral part of these consolidated financial statements.
21
MAKEMYTRIP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Amounts in USD thousands)
Attributable to owners of the Company
Other components of equity
Share
Share
Share
Foreign
Capital
Premium
Fair
Based
Currency
Non-
(refer
(refer note
Value
Payment
Translation
Accumulated
Controlling
Total
note 26)
26)
Reserves
Reserve
Reserve
Deficit
Total
Interests
Equity
Balance as at
March 31, 2018
52
1,960,691
3,232
78,804
31,705
(515,850
)
1,558,634
298
1,558,932
Adjustment on
initial application
of IFRS 9 (net of
tax)
—
—
(2,090
)
—
—
2,090
—
—
—
Adjusted balance
as at April 1,
2018
52
1,960,691
1,142
78,804
31,705
(513,760
)
1,558,634
298
1,558,932
Total
comprehensive
income (loss) for
the year
Loss for the year
—
—
—
—
—
(167,759
)
(167,759
)
(124
)
(167,883
)
Other
comprehensive
income (loss)
Foreign currency
translation
differences
—
—
—
—
(72,907
)
—
(72,907
)
(12
)
(72,919
)
Equity
instruments at
FVOCI - net
change in fair
value
—
—
(508
)
—
—
—
(508
)
—
(508
)
Remeasurement
of defined benefit
liability
—
—
—
—
—
(585
)
(585
)
—
(585
)
Total other
comprehensive
income (loss)
—
—
(508
)
—
(72,907
)
(585
)
(74,000
)
(12
)
(74,012
)
Total
comprehensive
income (loss) for
the year
—
—
(508
)
—
(72,907
)
(168,344
)
(241,759
)
(136
)
(241,895
)
Transactions
with owners,
recorded directly
in equity
Contributions by
owners
Share-based
payment
—
—
—
40,002
—
—
40,002
31
40,033
Issue of ordinary
shares on exercise
of share based
awards
—
16,627
—
(16,329
)
—
—
298
—
298
Transfer to
accumulated
deficit on expiry
of share based
awards
—
—
—
(50
)
—
50
—
—
—
Total
contributions by
owners
—
16,627
—
23,623
—
50
40,300
31
40,331
Balance as at
March 31, 2019
52
1,977,318
634
102,427
(41,202
)
(682,054
)
1,357,175
193
1,357,368
The notes on pages 26 to 95 form an integral part of these consolidated financial statements.
22
MAKEMYTRIP LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY- (Continued)
(Amounts in USD thousands)
Attributable to owners of the Company
Other components of equity
Share
Share
Share
Foreign
Capital
Premium
Fair
Based
Currency
Non-
(refer
(refer note
Value
Payment
Translation
Accumulated
Controlling
Total
note 26)
26)
Reserves
Reserve
Reserve
Deficit
Total
Interests
Equity
Balance as at April
1, 2019
52
1,977,318
634
102,427
(41,202
)
(682,054
)
1,357,175
193
1,357,368
Total
comprehensive
income (loss) for
the year
Profit (loss) for the
year
—
—
—
—
—
(447,781
)
(447,781
)
264
(447,517
)
Other
comprehensive
income (loss)
Foreign currency
translation
differences
—
—
—
—
(72,964
)
—
(72,964
)
(288
)
(73,252
)
Equity instruments
at FVOCI - net
change in fair value
—
—
(1,979
)
—
—
—
(1,979
)
—
(1,979
)
Remeasurement of
defined benefit
liability
—
—
—
—
—
(324
)
(324
)
(22
)
(346
)
Total other
comprehensive
income (loss)
—
—
(1,979
)
—
(72,964
)
(324
)
(75,267
)
(310
)
(75,577
)
Total
comprehensive
income (loss) for
the year
—
—
(1,979
)
—
(72,964
)
(448,105
)
(523,048
)
(46
)
(523,094
)
Transactions with
owners, recorded
directly in equity
Contributions by
owners
Share-based
payment
—
—
—
41,648
—
—
41,648
—
41,648
Issue of ordinary
shares on exercise of
share based awards
—
8,237
—
(8,237
)
—
—
—
—
—
Transfer to
accumulated deficit
on expiry of share
based awards
—
—
—
(100
)
—
290
190
(190
)
—
Total contributions
by owners
—
8,237
—
33,311
—
290
41,838
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