EX-99.5 6 mmyt-ex99_5.htm EX-99.5 EX-99.5

Exhibit 99.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MakeMyTrip Limited

 

Separate Financial Statements

March 31, 2025

 

With Independent Auditors’ Report Thereon

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

MakeMyTrip Limited

Separate Financial Statements

March 31, 2025

 

Table of Contents

Page

Corporate Data

3

Corporate Governance Report

412

Commentary of the Directors

13

Certificate from the Secretary

14

Independent Auditor's Report

15-19

Separate Statement of Financial Position

20

Separate Statement of Profit or Loss and Other Comprehensive Income

21

Separate Statement of Changes in Equity

2223

Separate Statement of Cash Flows

24

Notes to the Separate Financial Statements

25–62

 

 

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 3, 2007

-

 3.

 Rajesh Magow

November 6, 2012

-

 4.

 James Jianzhang Liang

January 27, 2016

July 2, 2025

 5.

 Paul Laurence Halpin

April 30, 2018

July 2, 2025

 6.

 Jane Jie Sun

August 30, 2019

-

 7.

 Cindy Xiaofan Wang

August 30, 2019

May 15, 2024

 8.

 Xing Xiong

August 30, 2019

-

 9.

 Xiangrong Li

September 6, 2019

May 15, 2024

 10.

 Savinilorna Payandi Pillay Ramen

September 15, 2023

May 14, 2025

 11.

 May Yihong Wu

May 15, 2024

-

 12.

 Moshe Rafiah

May 15, 2024

July 2,2025

 13.

 Hashim Joomye

May 14, 2025

-

 14.

 Vivek N. Gour

July 2,2025

-

 15.

 Savinilorna Payandi Pillay Ramen

July 2,2025

-

 16.

 Mohit Kabra

July 2,2025

-

 

 

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”) 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) Limited, 33, Edith Cavell Street, Port Louis, 11324, Republic of Mauritius. As at March 31, 2025, the Company had three (3) 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.

 Ibibo Group Holdings (Singapore) Pte. Ltd.

  November 30, 2012

  Singapore

 3.

 Redbus India Private Limited (formerly known as ibibo Group Private Limited)

  March 23, 2012

  India

 

MakeMyTrip Limited together with its subsidiaries and associates is collectively referred to as “Group”.

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 total ten (10) directors, and amongst them seven (7) are non-executive directors and 4 (four) are independent directors as per the criteria for independent director adopted by the Company under Nasdaq Listing.

Directors

Independent

1. Aditya Tim Guleri

2. May Yihong Wu

3. Vivek N. Gour

4. Hashim Joomye

Non-Executive

 

1. Aditya Tim Guleri

2. Savinilorna Payandi Pillay Ramen

3. Vivek N. Gour

4. Jane Jie Sun

5. May Yihong Wu

6. Xing Xiong

7. Hashim Joomye

 

 

4


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

The Board of Directors (Continued)

Directors (Continued)

Executive

 

1. Deep Kalra

2. Rajesh Magow

3. Mohit Kabra

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.

The Directors profile

Unless otherwise indicated, the business address of our directors and executive officers is 19th Floor, Building No. 5, DLF Cyber City, Gurugram, 122002, India.

1.
Deep Kalra is our founder, group chairman and chief mentor and was appointed to our board of directors on October 9, 2001. Mr. Kalra’s responsibilities as our group executive chairman from February 11, 2020 to March 31, 2022 included executing our business strategy and managing the overall performance and growth of our company. Effective April 1, 2022, Mr. Kalra transitioned to his new role as group chairman and chief mentor and will devote his time to providing mentorship to our leadership team, as well as continuing to pursue strategic initiatives such as product innovation and expansion. Mr. Kalra has over 33 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 chair of World Travel and Tourism India Chapter and also 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 Gurugram and also serves on the board of the Gurugram 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 32 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

 

5


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

The Board of Directors (Continued)

The Directors profile (Continued)

2.
Rajesh Magow (Continued)

(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 serves as the Chairman of FICCI Tourism Committee. 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. 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 Enable, Cimulate, Cicero, Appcues, Astronomer, Balto, Phenom People and Sedai. 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.
4.
Hashim Joomye was appointed to our board of directors on May 14, 2025 as an independent director. He is the Founder and Managing Director of Advisory Capital Ltd, a firm specialised in Investment & Risk Appraisals based in Mauritius. He currently serves on several boards and Investment Committees including pension fund, private equity funds and global business companies. Previously, Hashim has been managing investments for large corporates, pension funds, mutual funds and high net worth individuals for more than a decade. He is a Fellow Member of the Mauritius Institute of Directors and a Member of the American Chamber of Commerce in Mauritius. Hashim received a Masters Degree in Investment Analysis from the University of Stirling in United Kingdom and is a Fellow Chartered Certified Accountant.
5.
Jane Jie Sun was appointed to our board of directors on August 30, 2019 as a nominee of Trip.com. Ms. Sun is 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.She is a graduate of the Standard Executive Program and an alumni of Stanford University's graduate school of business. She is also a graduate of the Standard Executive Program and an alumni of Standard University’s graduate school of business.

 

6


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

The Board of Directors (Continued)

The Directors profile (Continued)

 

6.
Mohit Kabra was appointed to our board of directors on July 2, 2025. Mohit Kabra is also our group chief financial officer. Prior to joining us in July 2011, Mr. Kabra served as a Director, Finance at Kohler India where he worked from 2006 to June 2011. He has approximately 31 years of work experience and has held various positions in the India businesses of PepsiCo, Colgate and Seagram. Mr. Kabra has a Bachelor of Commerce degree and is a qualified Chartered Accountant from the Institute of Chartered Accountants of India as well as a qualified Cost Accountant from the Institute of Cost Accountants of India.
7.
Vivek N. Gour was appointed to our board of directors on July 2, 2025, as an independent director. Mr. Gour is an independent director with over 21 years of experience as a board member of companies in India, USA and the Middle East across diverse industries such as e-commerce, IT enabled services and aviation. He also serves on the boards of IndiaMart Intermesh Ltd, Cyient Ltd & Affle 3i Ltd and previously served on our board of directors from May 2010 to September 2019. Mr. Gour served as chief financial officer of Genpact Limited from January 2005 to February 2010. Currently, he works as a social impact investor in large projects creating employment for rural youth and providing pediatric medical care for the underprivileged. He is a graduate of Harvard Business School’s OPM programme. He has a Master of Business Administration from FMS, University of Delhi and a Bachelor of Commerce degree from University of Mumbai.
8.
May Yihong Wu was appointed to our board of directors on May 15, 2024 as an independent director. She has served as a co-founder and an executive director of Shanghai Sunnyview Eldercare Company Limited since May 2023, an independent non-executive director and chairwoman of the audit committee of Alibaba Health Information Technology Limited (HKEX: 00241) since August 2023 and an independent non-executive director and chairwoman of the audit committee of Swire Properties Limited (HKEX: 01972) since May 2017. Ms. Wu has also served as an independent non-executive director of Noah Holdings Limited (NYSE: NOAH; HKEX: 6686) since November 2010 and as the chairwoman of the compensation committee since May 2015, as well as the chairwoman of the audit committee between November 2010 to May 2015. Ms. Wu held a number of roles at Homeinns Hotel Group, the shares of which were publicly listed (NASDAQ: HMIN) from October 2006 until April 2016, when it merged with Beijing Tourist Hotel (Group) Co Ltd, including as chief financial officer between July 2006 to April 2010, chief strategy officer between May 2010 to June 2019 and board adviser between July 2019 to May 2023. Ms. Wu obtained her MBA degree from the Kellogg School of Management at Northwestern University in Illinois in the United States, her Master’s degree in Economics from Brooklyn College of the City University of New York in the United States.

 

7


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

The Board of Directors (Continued)

The Directors profile (Continued)

9.
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 Group. He joined Trip.com Group as Senior R&D Director in 2013 and became the vice president of Technology. He was appointed as the chief executive officer of the Trip.com Group Air Ticketing in 2014. In 2015, he became the Trip.com Senior Vice President, and in 2016 he was made the Trip.com Group Executive Vice President. Currently, Mr. Xiong is in charge of air ticketing, accommodation, corporate travel, technology, international business, and other areas within the group. Prior to joining Trip.com Group, 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. 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.
10.
Savinilorna Payandi Pillay Ramen was appointed to our board of directors on July 2, 2025. Mrs. Ramen is the Head of Corporates, Private and Institutional Asset Owners and leads the Business Implementation unit at IQ EQ Corporate Services (Mauritius) Limited, or IQ-EQ Mauritius. She has approximately 22 years of work experience in advising clients of IQ-EQ Mauritius in different capacities. Mrs. Ramen is a Chartered Secretary from the Chartered Governance Institute (previously known as The Institute of Chartered Secretaries and Administrators), United Kingdom and holds a Master of Business Administration and a Bachelor of Arts in Psychology from Southeastern Louisiana University, United States. Mrs. Ramen previously served on our board of directors from September 2023 to May 2025. Mrs. Ramen is one of our resident directors in Mauritius.

 

8


 

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, May Yihong Wu and Aditya Tim Guleri and one non-voting observer, Jane Jie Sun. The chairperson is May Yihong Wu. 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 May Yihong Wu qualifies as an audit committee financial expert within the meaning of the SEC rules, and that each of May Yihong Wu and Aditya Tim Guleri is financially literate. Our audit committee oversees our accounting and financial reporting processes and the audit 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 (representing Trip.com director) serves on the audit committee, the Class B Members (representing Trip.com members) shall have the right to appoint a representative to attend audit committee meetings as an observer.

 

9


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

Committees of the Board of Directors (Continued)

Audit Committee (Continued)

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.

Compensation Committee

The compensation committee consists of three members, Aditya Tim Guleri, May Yihong Wu and Jane Jie Sun. 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 Global Business License issued by the Financial Services Commission of Mauritius, is not required under Mauritius Companies Act to establish a nominations committee.

 

 

10


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

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 23 of these separate financial statements.

 

11


 

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 Global Business License – which is investment activities.

Auditors Report and Accounts

The auditors’ report is set out on pages 15 to 19 and the separate statement of profit or loss and other comprehensive income is set out on page 21 of these separate financial statements.

Fees for financial statement audit and other services

The fees payable to statutory auditor (KPMG Mauritius) for the financial statement audit for the year amounted to USD 20,000 (2024: USD 20,000). Additionally, a fee of USD 3,250 (2024: USD 3,250) is payable to KPMG Mauritius for the issuance of a regulatory agreed upon procedure report.

Appreciation

The Board expresses its appreciation and gratitude to all those involved for their contribution during the year.

 

12


 

MakeMyTrip Limited

Commentary of the Directors

Results

The results for the years ended March 31, 2024 and 2025 are as follows:

 

 

 

(in ‘USD 000’)

 

 

For the year ended March 31

 

Particulars

 

2024

 

 

2025

 

Total income

 

 

 

 

 

 

Total expenses

 

 

(2,233

)

 

 

(2,460

)

Finance income

 

 

10,362

 

 

 

11,856

 

Finance costs

 

 

14,238

 

 

 

(14,879

)

Share of loss of equity - accounted associates

 

 

(26

)

 

 

(64

)

Income tax benefit (expense)

 

 

(6,038

)

 

 

129

 

Profit (loss) for the year

 

 

16,303

 

 

 

(5,418

)

 

Statement of Directors’ responsibilities in respect of the separate financial statements

Mauritius Companies Act requires the directors to prepare separate financial statements for each financial year, which present fairly the separate financial position, separate financial performance and the separate cash flows of the Company. The directors are also responsible for keeping accounting records which:

correctly record and explain the transactions of the Company;
disclose with reasonable accuracy at any time the financial position of the Company; and
would enable them to ensure that the separate financial statements are in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) 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 separate financial statements.

The directors have made an assessment of the Company’s ability to continue as a going concern and have no reason to believe that the business will not be a going concern for the year ahead.

Auditors

The auditors, KPMG, have expressed their willingness to continue in office.

 

13


 

MakeMyTrip Limited

CERTIFICATE FROM THE SECRETARY

To the shareholders 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, 2025.

 

…………………………………………………………

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 22, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

14


 

INDEPENDENT AUDITORS’ REPORT

 

TO THE SHAREHOLDERS OF MAKEMYTRIP LIMITED

Report on the Audit of the Separate Financial Statements

Opinion

We have audited the separate financial statements of MakeMyTrip Limited (the Company), which comprise the separate statement of financial position as at 31 March 2025 and the separate statement of profit or loss and other comprehensive income, separate statement of changes in equity and separate statement of cash flows for the year then ended, and the notes to the separate financial statements, comprising material accounting policies and other explanatory information, as set out on pages 20 to 62.

In our opinion, the accompanying separate financial statements give a true and fair view of the separate financial position of MakeMyTrip Limited as at 31 March 2025, and of its separate financial performance and separate cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) 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 Auditor’s responsibilities for the audit of the separate financial statements section of our report. We are independent of the Company 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 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 separate financial statements of the current period. These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15


 

 

 

 

INDEPENDENT AUDITORS’ REPORT

 

TO THE SHAREHOLDERS OF MAKEMYTRIP LIMITED

Report on the Audit of the Separate Financial Statements (Continued)

Key Audit Matters (continued)

 

Valuation of investments in Subsidiaries

 

Refer to the following material accounting policies and notes to the separate financial statements:

 

Material accounting polices 2d(ii), 3(a)(i), 4(d), notes 8 and 21

Key audit matter

How the matter was addressed in our audit

 

The investment in subsidiaries as at 31 March 2025 amounted to USD 4,796,533 thousands, which constitutes 91% of total assets.

The Company measures these investments at fair value through other comprehensive income.

A high degree of judgement was required in the determination of the approach to value the investments and the selection of comparable companies to derive the market multiple for determination of the fair value of these investments.

Given the significant judgement involved in determining the fair value, the valuation of investments in subsidiaries has been identified as a key audit matter.

 

The following are the primary procedures we performed to address this key audit matter:

Evaluated the design and implementation and tested the operating effectiveness of the internal controls related to the Company's fair value measurement process, including controls over determining the appropriate valuation approach based on the nature of the underlying business of the investee companies and their profile of operations.

We involved valuation professionals with specialised skills and knowledge, who assisted in:

Evaluating the appropriateness of the Company’s valuation approach.

Assessed the appropriateness of the comparable companies (comparables) used to derive the market multiple to calculate the fair value by considering the similarity in operations, trend and consistency of historical results and the stage of the development of these comparables with the investee companies.

 

 

16


 

INDEPENDENT AUDITORS’ REPORT

 

TO THE SHAREHOLDERS OF MAKEMYTRIP LIMITED

Report on the Audit of the Separate Financial Statements (Continued)

Key Audit Matter (continued)

 

Valuation of investments in Subsidiaries

 

Refer to the following material accounting policies and notes to the separate financial statements:

 

Material accounting polices 2d(ii), 3(a)(i), 4(d), notes 8 and 21

Key audit matter

How the matter was addressed in our audit

Assessed the adequacy of the separate financial statement disclosures, including disclosures of key assumptions and judgements to align with the requirements of IFRS 7, Financial instruments disclosures and IFRS 13, Fair value measurement.

 

 

 

Other Information

The directors are responsible for the other information. The other information comprises the Corporate Data, Corporate Governance Report, Commentary of the Directors and Certificate from the Secretary, but does not include the separate financial statements and our auditor’s report thereon.

Our opinion on the separate 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 separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate 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.

 

 

17


 

INDEPENDENT AUDITORS’ REPORT

TO THE SHAREHOLDERS OF MAKEMYTRIP LIMITED

Report on the Audit of the Separate Financial Statements (Continued)

Responsibilities of Directors for the Separate Financial Statements

The directors are responsible for the preparation of separate financial statements that give a true and fair view in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) 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 separate financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate financial statements, the directors are responsible for assessing the Company'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 Company or to cease operations, or have no realistic alternative but to do so.

 

Auditors’ Responsibilities for the Audit of the Separate Financial Statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s 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 separate 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 separate 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 Company'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 Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate 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 auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

 

18


 

INDEPENDENT AUDITORS’ REPORT

 

TO THE SHAREHOLDERS OF MAKEMYTRIP LIMITED

Report on the Audit of the Separate Financial Statements (Continued)

Auditors’ Responsibilities for the Audit of the Separate Financial Statements (continued)

Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

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.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s 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 Company's shareholders 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 Company’s shareholders as a body, those matters that we are required to state to them in an auditor’s 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 Company and the Company’s shareholders as a body, for our audit work, for this report, or for the opinions we have formed.

 

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 the auditor.

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
Ebène, Mauritius


Date: 22 July 2025

Siddhartha A. Guha

Licensed by FRC

 

 

19


 

MakeMyTrip Limited

Separate Statement of Financial Position

(Amounts in USD thousands)

 

 

 

 

As at March 31

 

 

Note

 

2024

 

 

2025

 

Assets

 

 

 

 

 

 

 

 

Intangible assets

 

 

 

 

83

 

 

 

-

 

Investment in subsidiaries

 

8

 

 

3,590,777

 

 

 

4,796,533

 

Investment in associates

 

9

 

 

242

 

 

 

178

 

Other investments

 

10

 

 

667

 

 

 

667

 

Trade and other receivables

 

11

 

 

117,676

 

 

 

119,429

 

Total non-current assets

 

 

 

 

3,709,445

 

 

 

4,916,807

 

Trade and other receivables

 

11

 

 

104,350

 

 

 

87,904

 

Term deposits

 

12

 

 

175,000

 

 

 

180,000

 

Other current assets

 

13

 

 

3,607

 

 

 

365

 

Cash and cash equivalents

 

14

 

 

55,251

 

 

 

91,626

 

Total current assets

 

 

 

 

338,208

 

 

 

359,895

 

Total assets

 

 

 

 

4,047,653

 

 

 

5,276,702

 

Equity

 

 

 

 

 

 

 

 

Share capital

 

15

 

 

55

 

 

 

56

 

Share premium

 

15

 

 

2,161,217

 

 

 

2,203,445

 

Other components of equity

 

15

 

 

1,920,788

 

 

 

3,100,904

 

Accumulated deficit

 

 

 

 

(242,326

)

 

 

(247,710

)

Total equity

 

 

 

 

3,839,734

 

 

 

5,056,695

 

Liabilities

 

 

 

 

 

 

 

 

Loans and borrowings

 

19

 

 

201,240

 

 

 

 

Deferred tax liabilities

 

22

 

 

4,314

 

 

 

2,367

 

Total non-current liabilities

 

 

 

 

205,554

 

 

 

2,367

 

Loans and borrowings

 

19

 

 

 

 

 

216,075

 

Trade and other payables

 

17

 

 

641

 

 

 

1,025

 

Other current liabilities

 

18

 

 

1,724

 

 

 

540

 

Total current liabilities

 

 

 

 

2,365

 

 

 

217,640

 

Total liabilities

 

 

 

 

207,919

 

 

 

220,007

 

Total equity and liabilities

 

 

 

 

4,047,653

 

 

 

5,276,702

 

 

 

These separate financial statements have been approved by the Board of Directors on July 22, 2025 and signed in its behalf by:

 

 

 

 

 

                        /s/Rajesh Magow

 

/s/Savinilorna Payandi Pillay Ramen

Rajesh Magow

Director

 

       Savinilorna Payandi Pillay Ramen

Director

 

The notes on pages 25 to 62 form an integral part of these separate financial statements.

 

20


 

MakeMyTrip Limited

Separate Statement of Profit or Loss and Other Comprehensive Income

(Amounts in USD thousands except per share data)

 

 

Note

 

For the year ended March 31

 

 

 

 

2024

 

 

2025

 

Other income

 

 

 

 

 

 

 

 

Other operating expenses

 

6

 

 

(2,233

)

 

 

(2,460

)

Results from operating activities

 

 

 

 

(2,233

)

 

 

(2,460

)

Finance income

 

7

 

 

10,362

 

 

 

11,856

 

Finance costs

 

7

 

 

14,238

 

 

 

(14,879

)

Net finance income (costs)

 

 

 

 

24,600

 

 

 

(3,023

)

Share of loss of equity - accounted associates

 

9

 

 

(26

)

 

 

(64

)

Profit (loss) before tax

 

 

 

 

22,341

 

 

 

(5,547

)

Income tax benefit (expense)

 

22

 

 

(6,038

)

 

 

129

 

Profit (loss) for the year

 

 

 

 

16,303

 

 

 

(5,418

)

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

Items that will not be reclassified to profit or loss:

 

 

 

 

 

 

 

 

Equity instruments at FVOCI - net change in fair value

 

8

 

 

1,284,081

 

 

 

1,200,309

 

Other comprehensive income for the year, net of tax

 

 

 

 

1,284,081

 

 

 

1,200,309

 

Total comprehensive income for the year

 

 

 

 

1,300,384

 

 

 

1,194,891

 

Earnings (loss) per share (in USD)

 

16

 

 

 

 

 

 

Basic

 

 

 

 

0.15

 

 

 

(0.05

)

Diluted

 

 

 

 

0.05

 

 

 

(0.05

)

 

The notes on pages 25 to 62 form an integral part of these separate financial statements.

 

 

 

21


 

MakeMyTrip Limited

Separate Statement of Changes in Equity

(Amounts in USD thousands)

 

 

Attributable to owners of the Company

 

 

 

 

 

 

 

 

Other components of equity

 

 

 

 

 

 

 

 

Share Capital**

 

 

Share Premium**

 

 

Equity Component of Convertible Notes**

 

 

Fair Value Reserve**

 

 

Share Based Payment Reserve**

 

 

Other Reserve**

 

 

Accumulated Deficit

 

 

Total
Equity

 

Balance as at April 1, 2023

 

 

53

 

 

 

2,057,362

 

 

 

31,122

 

 

 

488,972

 

 

 

176,835

 

 

 

(270

)

 

 

(258,681

)

 

 

2,495,393

 

Total comprehensive income for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,303

 

 

 

16,303

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity instruments at FVOCI - net change in fair value

 

 

 

 

 

 

 

 

 

 

 

1,284,081

 

 

 

 

 

 

 

 

 

 

 

 

1,284,081

 

Total other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

1,284,081

 

 

 

 

 

 

 

 

 

 

 

 

1,284,081

 

Total comprehensive income for the year

 

 

 

 

 

 

 

 

 

 

 

1,284,081

 

 

 

 

 

 

 

 

 

16,303

 

 

 

1,300,384

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transactions with the owners of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions by owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share based payment (refer note 20)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,962

 

 

 

 

 

 

 

 

 

37,962

 

Issue of ordinary shares on exercise of share based awards

 

 

2

 

 

 

103,855

 

 

 

 

 

 

 

 

 

(97,862

)

 

 

 

 

 

 

 

 

5,995

 

Transfer to accumulated deficit on expiry of share based awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(52

)

 

 

 

 

 

52

 

 

 

 

Total contributions by owners

 

 

2

 

 

 

103,855

 

 

 

 

 

 

 

 

 

(59,952

)

 

 

 

 

 

52

 

 

 

43,957

 

Balance as at March 31, 2024

 

 

55

 

 

 

2,161,217

 

 

 

31,122

 

 

 

1,773,053

 

 

 

116,883

 

 

 

(270

)

 

 

(242,326

)

 

 

3,839,734

 

 

**refer note 15

 

The notes on pages 25 to 62 form an integral part of these separate financial statements.

22


 

MakeMyTrip Limited

Separate Statement of Changes in Equity – (Continued)

(Amounts in USD thousands)

 

 

Attributable to owners of the Company

 

 

 

 

 

 

 

 

Other components of equity

 

 

 

 

 

 

 

 

Share Capital**

 

 

Share Premium**

 

 

Equity Component of Convertible Notes**

 

 

Treasury Shares Reserve **

 

 

Fair Value Reserve**

 

 

Share Based Payment Reserve**

 

 

Other Reserve**

 

 

Accumulated Deficit

 

 

Total
Equity

 

Balance as at April 1, 2024

 

 

55

 

 

 

2,161,217

 

 

 

31,122

 

 

 

-

 

 

 

1,773,053

 

 

 

116,883

 

 

 

(270

)

 

 

(242,326

)

 

 

3,839,734

 

Total comprehensive income (loss) for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,418

)

 

 

(5,418

)

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity instruments at FVOCI - net change in fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,200,309

 

 

 

 

 

 

 

 

 

 

 

 

1,200,309

 

Total other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,200,309

 

 

 

 

 

 

 

 

 

 

 

 

1,200,309

 

Total comprehensive income (loss) for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,200,309

 

 

 

 

 

 

 

 

 

(5,418

)

 

 

1,194,891

 

Transactions with the owners of the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions by owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share based payment (refer note 20)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36,783

 

 

 

 

 

 

 

 

 

36,783

 

Issue of ordinary shares on exercise of share based awards

 

 

1

 

 

 

42,228

 

 

 

 

 

 

 

 

 

 

 

 

(35,220

)

 

 

 

 

 

 

 

 

7,009

 

Transfer to accumulated deficit on expiry of share based awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(34

)

 

 

 

 

 

34

 

 

 

 

Treasury shares acquired**

 

 

 

 

 

 

 

 

 

 

 

(21,722

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(21,722

)

Total contributions by owners

 

 

1

 

 

 

42,228

 

 

 

 

 

 

(21,722

)

 

 

 

 

 

1,529

 

 

 

 

 

 

34

 

 

 

22,070

 

Balance as at March 31, 2025

 

 

56

 

 

 

2,203,445

 

 

 

31,122

 

 

 

(21,722

)

 

 

2,973,362

 

 

 

118,412

 

 

 

(270

)

 

 

(247,710

)

 

 

5,056,695

 

 

**refer note 15

 

The notes on pages 25 to 62 form an integral part of these separate financial statements.

 

23


 

MakeMyTrip Limited

Separate Statement of Cash Flows

(Amounts in USD thousands)

 

 

For the year ended March 31

 

 

2024

 

 

2025

 

Cash flows from operating activities

 

 

 

 

 

 

Profit (loss) for the year

 

 

16,303

 

 

 

(5,418

)

Adjustments for:

 

 

 

 

 

 

Share of loss of equity - accounted associates

 

 

26

 

 

 

64

 

Intangible assets written off

 

 

 

 

 

83

 

Finance costs

 

 

(14,238

)

 

 

14,879

 

Finance income

 

 

(10,362

)

 

 

(11,856

)

Income tax (benefit) expense

 

 

6,038

 

 

 

(129

)

Operating cash flows before changes in following assets and liabilities

 

 

(2,233

)

 

 

(2,377

)

Changes in :

 

 

 

 

 

 

Other assets

 

 

132

 

 

 

41

 

Trade and other receivables

 

 

(24

)

 

 

(48

)

Trade and other payables

 

 

47

 

 

 

251

 

Other liabilities

 

 

(4,320

)

 

 

 

Cash used in operating activities

 

 

(6,398

)

 

 

(2,133

)

Income tax refund, net

 

 

 

 

 

199

 

Net cash used in operating activities

 

 

(6,398

)

 

 

(1,934

)

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

Interest received

 

 

10,722

 

 

 

10,073

 

Redemption of term deposits

 

 

243,000

 

 

 

205,000

 

Investment in term deposits

 

 

(253,000

)

 

 

(210,000

)

Acquisition / investment in subsidiaries (refer note 8)

 

 

(18,672

)

 

 

(5,314

)

Net cash used in investing activities

 

 

(17,950

)

 

 

(241

)

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

Proceeds from issuance of shares on exercise of share based awards

 

 

5,995

 

 

 

7,009

 

Repurchase of treasury shares (refer note 15)

 

 

 

 

 

(21,722

)

Proceeds from subsidiaries for fair value of share based awards exercised

 

 

47,435

 

 

 

53,272

 

Other finance charges paid (refer note 7)

 

 

(10

)

 

 

(9

)

Net cash generated from financing activities

 

 

53,420

 

 

 

38,550

 

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

 

29,072

 

 

 

36,375

 

Cash and cash equivalents at beginning of the year

 

 

26,179

 

 

 

55,251

 

Cash and cash equivalents at end of the year (refer note 14)

 

 

55,251

 

 

 

91,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes on pages 25 to 62 form an integral part of these separate financial statements.

24


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS
(Amounts in USD thousands, except per share data and share count)

 

 

1)
REPORTING ENTITY

MakeMyTrip Limited (the “Company”) is a public limited company incorporated and domiciled in the Republic of Mauritius and has its registered office at IQ EQ Corporate Services (Mauritius) Limited, 33, Edith Cavell Street, Port Louis, 11324, Republic of Mauritius. The Company’s principal activity is that of investment holding and has investment in subsidiaries and associates which are primarily engaged in the business of selling travel products and solutions in India, the United States of America, Singapore, Malaysia, Thailand, the United Arab Emirates, Peru, Colombia, Vietnam, Cambodia and Indonesia.

The Company’s ordinary shares representing equity shares are listed on the NASDAQ Stock Exchange.

2)
BASIS OF ACCOUNTING
(a)
Statement of Compliance

The separate financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and the Mauritius Companies Act for the purpose of filing with the tax authorities and Financial Services Commission. Accounting policies have been applied consistently to all periods presented in these separate financial statements, except as mentioned otherwise.

The separate financial statements were authorized for issue by the Company's Board of Directors on July 22, 2025.

(b)
Basis of Measurement

The separate financial statements have been prepared on the going concern basis using the historical cost convention and accrual basis except for the following material items:

equity securities at Fair Value through Other Comprehensive Income (FVOCI) and financial assets at Fair Value Through Profit or Loss (FVTPL).
(c)
Functional and Presentation Currency

These separate financial statements are presented in U.S. Dollar (USD), which is the Company’s functional currency. All amounts have been rounded to the nearest thousands, unless otherwise indicated.

Functional currency is the currency of the primary economic environment in which an entity operates and is normally the currency in which it primarily generates and expends cash.

(d)
Use of Judgements and Estimates

The preparation of these separate financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

25


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

2)
BASIS OF ACCOUNTING - (Continued)
(d)
Use of Judgements and Estimates - (Continued)
i)
Judgements

Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the separate financial statements is included in the following notes:

Note 8 – Investment in subsidiaries: whether the Company controls an investee: The Company has control over another entity if it holds 50% or more of the voting power of the investee. In case the Company holds less than 50% of the voting power of the investees, then the Company applies judgement to determine its control over the investee.

Note 9 – Equity-accounted associates: whether the Company has significant influence over an associates: The Company has a significant influence over another entity if it holds 20% or more of the voting power of the associates. In case the Company holds less than 20% of the voting power of the associates, then the Company applies judgement to determine its significant influence over the associates.

Note 19 – Convertible notes: The Company has applied its judgement in determining the expected future life of the instrument.

ii)
Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties as at March 31, 2025 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:

Note 8 - Fair valuation measurement of equity investment in unlisted investee: When the fair values of equity investments recorded in the separate statement of financial position cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Changes in assumptions could affect the reported fair value of these investments.

Note 20 - Share based payment: The share-based compensation expense is determined based on the Company’s estimate of equity instruments that will eventually vest.

 

 

 

26


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

2)
BASIS OF ACCOUNTING - (Continued)

e) Current/non-current classification

All assets and liabilities are classified into current and non-current.

Assets

An asset is classified as current when it satisfies any of the following criteria:

a) it is expected to be realised in, or is intended for sale or consumption in, the company’s normal operating cycle;

b) it is held primarily for the purpose of being traded;

c) it is expected to be realised within 12 months after the reporting date; or

d) it is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least 12 months after the reporting date.

Current assets include the current portion of non-current assets.

All other assets are classified as non-current.

Liabilities

A liability is classified as current when it satisfies any of the following criteria:

a) it is expected to be settled in the company’s normal operating cycle;

b) it is held primarily for the purpose of being traded;

c) it is due to be settled within 12 months after the reporting date; or

d) the company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. Terms of a liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

Current liabilities include current portion of non-current liabilities.

All other liabilities are classified as non-current.

Operating cycle

Operating cycle is the time between the acquisition of assets for processing/servicing, and their realisation in cash or cash equivalents.

3) MATERIAL ACCOUNTING POLICIES

The accounting policies have been applied consistently to all periods presented in these separate financial statements, except as mentioned otherwise.

 

27


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

3) MATERIAL ACCOUNTING POLICIES - (Continued)

(a)
Investment in Subsidiaries and Associates
i)
Subsidiaries and Associates

Subsidiaries are entities controlled by the Company. Control exist when the Company has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns by using its power over the entity. Power is demonstrated through existing rights that give the ability to direct relevant activities, those which significantly affect the entity's returns.

Associates are those entities in which the Company has significant influence, but not control or joint control, over the financial and operating polices.

Equity investment in subsidiary is initially recognised and measured at fair value plus transactions costs. Subsequently, carrying amount of investments is increased or decreased to recognise the changes in fair value of the subsidiary fair values with corresponding impact in OCI. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income when the Company's right to receive payment is established.

 

28


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

3)
MATERIAL ACCOUNTING POLICIES - (Continued)
(a)
Investment in Subsidiaries and Associates - (Continued)
ii)
Consolidated financial statements

The consolidated financial statements are prepared in addition to the separate financial statements.

b)
Foreign Currency

Foreign Currency Transactions

Transactions in foreign currencies are translated to the functional currency of the Company at the exchange rate at the date of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at the reporting date. Non-monetary assets that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Foreign currency differences arising on translation are presented with finance cost in profit or loss, except for the differences on investment in equity securities designated at FVOCI wherein any exchange component of gain or loss is recognized in Other Comprehensive Income (except on impairment, in which case foreign currency differences that have been recognised in OCI are reclassified to profit or loss). Non-monetary items that are measured based on historical cost in a foreign currency are not translated.

c)
Financial Instruments
i)
Recognition and initial measurement

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVTPL or FVOCI, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

ii)
Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at: amortized cost; FVOCI – debt investment; FVOCI – equity investment; or FVTPL.

Financial assets are not reclassified subsequent to their initial recognition unless the Company changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

 

29


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

3)
MATERIAL ACCOUNTING POLICIES - (Continued)
c)
Financial Instruments - (Continued)
ii)
Classification and subsequent measurement - (Continued)
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment, which meets the definition of equity under IAS 32 Financial Instruments: Presentation and not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:

contingent events that would change the amount or timing of cash flows;
terms that may adjust the contractual coupon rate, including variable-rate features;
prepayment and extension features; and
terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features).

Financial assets – Subsequent measurement and gains and losses

Financial assets at amortized cost

These assets are subsequently measured at amortized cost using the effective interest method. The gross carrying amount is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

 

30


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

3)
MATERIAL ACCOUNTING POLICIES - (Continued)
c)
Financial Instruments – (Continued)
ii)
Classification and subsequent measurement - (Continued)

Financial assets – Subsequent measurement and gains and losses - (Continued)

Debt investments at FVOCI

These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

Financial assets at FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized as separate line item in profit or loss.

Equity investments at FVOCI

These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

Financial liabilities – Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

iii)
Derecognition

Financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

Financial liabilities

The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Company also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

 

31


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

3)
MATERIAL ACCOUNTING POLICIES - (Continued)
(c)
Financial Instruments - (Continued)
iv)
Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the separate statement of financial position when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.

v)
Share Capital

Ordinary shares

Ordinary shares are classified as equity with par value of $0.0005 per share. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.

Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12.

Class B Convertible Ordinary Shares

Class B Convertible Ordinary shares (“Class B shares”) are classified as equity with par value of $0.0005 per share. The terms of issue generally provide that the Class B shares issued to any shareholder will have the same powers and relative participation rights as ordinary shares of the Company and shall vote together with ordinary shares as a single class on all matters on which the Company shareholders are entitled to vote, except as required by applicable law. Class B shares will be convertible into an equal number of ordinary shares, which shall be fully paid, non-assessable and free of any preemptive rights, of the Company on demand at the election of the holder, and will be automatically converted into an equal number of ordinary shares upon the transfer of Class B shares to another party.

Incremental costs directly attributable to the issue of Class B shares are recognized as a deduction from equity.

 

Repurchase of share capital (treasury shares)

When share capital is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognized as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury shares reserve.

 

vi)
Compound financial instruments

Compound financial instruments issued by the Company comprise convertible notes denominated in USD that can be converted to ordinary shares at the option of the holder at any point of time till the date of mandatory conversion. The number of shares to be issued is fixed and is subject to certain adjustments in connection with a make-whole fundamental change or any conversion rate adjustments (in each case, as described in the indenture relating to the convertible notes) and does not vary with changes in fair value. The liability component of compound financial instruments is initially recognised at the fair value of a similar liability that does not have an equity conversion option. The equity component is initially recognised at the difference between the fair value of the

 

32


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

3)
MATERIAL ACCOUNTING POLICIES - (Continued)
(c)
Financial Instruments - (Continued)
vi)
Compound financial instruments – (Continued)

compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortised cost using the effective interest method. The equity component of a compound financial instrument is not remeasured. Interest related to the financial liability is recognised in profit or loss. In case of any change in estimate related to expectations or timing of the repayment, new carrying amount of liability component is recalculated based on re-estimated cash flows discounted at the original effective rate and any difference in the carrying amounts is recognised in profit or loss.

(d)
Impairment
i)
Non-derivative financial assets

Financial instruments

The Company recognises loss allowances for Expected Credit Loss (ECLs) on:

financial assets measured at amortized cost; and
debt investments measured at FVOCI;

The Company measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured as 12-month ECLs:

debt securities that are determined to have low credit risk at the reporting date; and
other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition.

The Company has elected to measure loss allowances for trade receivables at an amount equal to lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking information. The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Company considers a financial asset to be in default when:

the debtor is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realizing security (if any is held); or
the financial asset is more than 90 days past due.

The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

 

 

33


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

3)
MATERIAL ACCOUNTING POLICIES - (Continued)
(d)
Impairment - (Continued)
i)
Non-derivative financial assets - (Continued)

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Presentation of allowance for ECL in the separate statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is recognised in other comprehensive income.

Write-off

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For customers, the Company makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

ii)
Non-financial assets

The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

An impairment loss is recognized if the carrying amount of an asset or cash generating unit (CGU) exceeds its recoverable amount.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assumptions of the time value of money and the risks specific to the asset or CGU. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs.

Impairment losses are recognized in profit or loss. Impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognised.

 

34


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

3)
MATERIAL ACCOUNTING POLICIES - (Continued)
(e)
Share Based Payment

The grant date fair value of share-based payment awards granted to employees of subsidiaries is recognised as receivable from subsidiaries, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as receivable is adjusted to reflect the number of awards for which the related service and non-market vesting conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date. The increase in equity recognized in connection with a share based payment transaction is presented in the share based payment reserve, as a separate component in equity.

(f)
Provisions and Contingent Liabilities

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assumptions of the time value of money and the risks specific to the liability. The unwinding of discount is recognised as finance cost.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation.

A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract, which is determined based on incremental costs of fulfilling the obligation under the contract and an allocation of other costs directly related to fulfilling the contract.

Contingent liabilities are possible obligations that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events not wholly within the control of the Company. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.

(g) Finance Income and Costs

Finance income comprises interest income on funds invested and foreign currency gains (net). Interest income is recognized as it accrues in profit or loss, using the effective interest method.

Finance costs comprise interest expense on convertible notes, foreign currency gains/losses (net), change in financial asset/liability, impairment losses recognized on financial assets, including trade and other receivables and costs related to public offerings. Foreign currency gains and losses are reported on a net basis.

The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

the gross carrying amount of the financial asset; or
the amortized cost of the financial liability

 

35


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

3)
MATERIAL ACCOUNTING POLICIES - (Continued)

(h) Earnings (Loss) Per Share

The Company presents basic and diluted earnings (loss) per share (EPS) data for its ordinary shares (including Class B shares). Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders (including Class B shareholders) of the Company by the weighted average number of ordinary shares (including Class B shares) outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders (including Class B shareholders) and the weighted average number of ordinary shares (including Class B shares) outstanding after adjusting for the effects of all potential dilutive ordinary shares (including Class B shares and convertible notes).

(i) Income Tax

Income tax expense comprises current and deferred tax. Current and deferred tax is recognised in profit or loss except to the extent that it relates to items recognised directly in equity or in other comprehensive income, in which case it is recognized in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is not recognised for:

temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination, that affects neither accounting nor taxable profit or loss and does not give rise to equal taxes and deductible temporary differences.
temporary differences related to investments in subsidiaries, associates and joint arrangement to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

 

36


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

3)
MATERIAL ACCOUNTING POLICIES - (Continued)

(i) Income Tax – (Continued)

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax assets and liabilities are offset only if certain criteria are met:

(a)
If, the Company has a legally enforceable right to set off current tax assets against current tax liabilities; and
(b)
It relate to income taxes levied by the same taxation authority on either:
the same taxable entity; or
different taxable entities, but they intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

 

(j) Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and on hand and short-term deposits with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of change in value, and funds in transit.

(k) Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit for the year is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

 

 

 

37


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

3)
MATERIAL ACCOUNTING POLICIES - (Continued)

(l) New Accounting Standards Issued But Not Yet Adopted - (Continued)

Amendment to IAS 21

On August 15, 2023, IASB has issued amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates, Lack of Exchangeability that will require companies to provide more useful information in their financial statements when a currency cannot be exchanged into another currency. This amendment specify when a currency is exchangeable into another currency and when it is not and specify how an entity determines the exchange rate to apply when a currency is not exchangeable. The effective date for adoption of this amendment is annual periods beginning on or after January 1, 2025, although early adoption is permitted. This amendment is applicable on Company for annual reporting periods beginning on April 1, 2025. The Company has evaluated this amendment and there will be no impact on its separate financial statements.

IFRS 18 Presentation and Disclosures in Financial Statements

In April 2024, the IASB issued its new standard IFRS 18 – Presentation and Disclosures in Financial Statements that will replace IAS 1 – Presentation of Financial Statements. The new standard aims at improving how entities communicate in their financial statements. The effective date for adoption of this standard is annual periods beginning on or after January 1, 2027, although early adoption is permitted. This standard is applicable on Company for annual reporting periods beginning on April 1, 2027. The Company is currently evaluating the impact of IFRS 18 on its separate financial statements.

Amendment to IFRS 9 and IFRS 7

On May 30, 2024, IASB has issued below amendments to the classification and measurement requirements in IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures. These amendments provide clarification on derecognition of a financial liability settled through electronic transfer, classification of financial assets and disclosure requirements w.r.t. investments in equity instruments designed at fair value through other comprehensive income. The effective date for adoption of these amendment is annual periods beginning on or after January 1, 2026, although early adoption is permitted. These amendments are applicable to the Company for annual reporting periods beginning on April 1, 2026. The Company is currently evaluating the impact of amendments to IFRS 9 and IFRS 7 on its separate financial statements.

4)
DETERMINATION OF FAIR VALUES

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Company has access at that date.

A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities.

 

 

 

 

 

38


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

4)
DETERMINATION OF FAIR VALUES - (Continued)

The Company has an established control framework with respect to the measurement of fair values. This includes a finance team that has overall responsibility for overseeing all significant fair value measurements with the help of external independent valuers, including level 3 fair values, and reports directly to the Group Chief Financial Officer.

The finance team regularly reviews significant unobservable inputs and valuation adjustments.

When measuring the fair value of an asset or a liability, the Company uses market data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the assets or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of fair values hierarchy at the end of the reporting period during which the change has occurred.

The assumption made in measuring fair values are given below. When applicable, further information about the assumptions made in measuring fair values is disclosed in the notes specific to that asset or liability.

(a)
Non-Derivative Financial Liabilities

Fair values are calculated based on the present value of the expected future payments, discounted using a risk-adjusted discount rate.

(b)
Share Based Payment Transactions

The fair value of restricted stock units (RSUs) given under MakeMyTrip 2010 Share Incentive Plan (“Share Incentive Plan”) is calculated by multiplying the number of units given with the Company’s share price on the date of grant. The fair value of Employee Stock Options (ESOPs) given under Share Incentive Plan is measured using Black Scholes Model. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.

(c)
Trade and Other Receivables

The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.

(d)
Investment in Equity Securities

The fair value of investment in equity securities is determined using valuation techniques. Valuation techniques employed include market multiples and discounted cash flows analysis using expected future cash flows and a market related discount rate.

 

39


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

5)
FINANCIAL RISK MANAGEMENT

Overview

In the normal course of its business, the Company is exposed to liquidity, credit and market risk (interest rate and foreign currency risk), arising from financial instruments.

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company is an investment company and its objective is to ensure that it is able to meet its requirements for funds for its subsidiaries on a timely basis. The Company regularly monitors its liquidity based on the requirement of the subsidiaries and availability of cash. The Company’s approach to manage liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company’s reputation. The objective of Company is to ensure liquidity which is sufficient to meet company operational requirements in short-term and long-term.

To ensure smooth operations, the Company has invested surplus funds in term deposits with banks.

Credit Risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligation. The Company’s exposure to credit risk is limited to amount receivable from its subsidiaries for the reimbursement of the share based awards cost and other receivables. The objective behind credit risk management is to reduce the Company’s losses which could follow from subsidiaries’ insolvency.

Additionally, the Company places its cash and cash equivalents and term deposits with banks with high investment grade ratings, limits the amount of credit exposure with any one bank and conducts ongoing evaluation of the credit worthiness of the banks with which it does business. Given the high credit ratings of these financial institutions, the Company does not expect these financial institutions to fail in meeting their obligations. The maximum exposure to credit risk is represented by the carrying amount of each financial asset.

Market Risk

Market risk is the risk that changes in market prices such as foreign exchange rates and interest rate, will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return on risk.

Foreign Currency Risk

The Company does not have any significant exposure to foreign currency risk. All assets and liabilities are denominated in USD, the functional currency of the Company.

Interest Rate Risk

The Company does not have any variable rate interest bearing financial instruments, hence there is no interest rate risk.

 

40


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

6) OTHER OPERATING EXPENSES

 

 

For the year ended March 31

 

Particulars

 

2024

 

 

2025

 

Legal and professional

 

 

1,604

 

 

 

1,855

 

Insurance

 

 

629

 

 

 

522

 

Intangible assets written off

 

 

 

 

 

83

 

Total

 

 

2,233

 

 

 

2,460

 

 

7) FINANCE INCOME AND COSTS

 

 

For the year ended March 31

 

Particulars

 

2024

 

 

2025

 

Interest income on term deposits measured at amortized cost

 

 

10,304

 

 

 

11,674

 

Net foreign exchange gain

 

 

 

 

 

125

 

Other interest income

 

 

58

 

 

 

57

 

Finance income

 

 

10,362

 

 

 

11,856

 

Interest expense on financial liability measured at amortized cost

 

 

15,700

 

 

 

14,835

 

Change in carrying value of financial liability measured at amortized cost (refer note 19)

 

 

(30,578

)

 

 

 

Net foreign exchange loss

 

 

578

 

 

 

 

Finance and other charges

 

 

10

 

 

 

9

 

Impairment loss on trade and other receivables

 

 

52

 

 

 

35

 

Finance costs

 

 

(14,238

)

 

 

14,879

 

Net finance income (costs) recognized in profit or loss

 

 

24,600

 

 

 

(3,023

)

8) INVESTMENT IN SUBSIDIARIES

 

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

At the beginning of the year

 

 

2,288,024

 

 

 

3,590,777

 

Investments made in subsidiaries during the year*

 

 

18,672

 

 

 

5,447

 

Fair value gain on investments measured at fair value

 

 

1,284,081

 

 

 

1,200,309

 

At the end of the year

 

 

3,590,777

 

 

 

4,796,533

 

*The Company has invested the below amounts in the respective subsidiaries (refer note 23).

 

 

 

As at March 31

 

Name of subsidiary

 

2024

 

 

2025

 

MakeMyTrip (India) Private Limited

 

 

14,572

 

 

 

 

Ibibo Group Holdings (Singapore) Pte. Ltd.

 

 

3,800

 

 

 

4,000

 

Luxury Tours & Travel Pte. Ltd.

 

 

200

 

 

 

1,114

 

Hotel Travel Limited

 

 

100

 

 

 

200

 

MakeMyTrip Arabia Travel and Tourism

 

 

 

 

 

133

 

Total

 

 

18,672

 

 

 

5,447

 

The Company’s exposure to risks and fair value measurement is disclosed in note 5 and 21.

 

 

41


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

9) INVESTMENT IN ASSOCIATES

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

At the beginning of the year

 

 

268

 

 

 

242

 

Share of loss of associates

 

 

(26

)

 

 

(64

)

At the end of the year

 

 

242

 

 

 

178

 

 

10) OTHER INVESTMENTS

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Financial assets measured at FVTPL

 

 

 

 

 

 

- Equity securities (unlisted)

 

 

591

 

 

 

591

 

 

 

 

 

 

 

 

Financial assets measured at amortised cost

 

 

 

 

 

 

- Other securities

 

 

76

 

 

 

76

 

Total

 

 

667

 

 

 

667

 

 

The Company’s exposure to risks and fair value measurement is disclosed in note 5 and 21.

 

 

42


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

11) TRADE AND OTHER RECEIVABLES

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Trade and other receivables

 

 

217,847

 

 

 

201,548

 

Security deposit

 

 

1,500

 

 

 

1,500

 

Interest accrued

 

 

2,679

 

 

 

4,285

 

Total

 

 

222,026

 

 

 

207,333

 

Non-current

 

 

117,676

 

 

 

119,429

 

Current

 

 

104,350

 

 

 

87,904

 

Total

 

 

222,026

 

 

 

207,333

 

 

Receivables represent dues from subsidiaries which are mainly in nature of recharge cost on issue of share options, recoverable only on exercise of share options by the employees of subsidiaries. Security deposits represents amount paid in advance to suppliers of hotels to guarantee the provision of those services on behalf of one of the subsidiary.

 

The Company’s exposure to credit and currency risks related to trade and other receivables is disclosed in note 5 and 21. Trade and other receivables from related parties are disclosed in note 23.

 

12) TERM DEPOSITS

 

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Term deposits

 

 

175,000

 

 

 

180,000

 

Total

 

 

175,000

 

 

 

180,000

 

Current

 

 

175,000

 

 

 

180,000

 

Total

 

 

175,000

 

 

 

180,000

 

 

The Company’s exposure to credit risk and interest rate risk is disclosed in note 5 and 21.

 

13) OTHER ASSETS

 

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Prepaid expenses

 

 

334

 

 

 

365

 

Other assets

 

 

72

 

 

 

 

Tax assets

 

 

3,201

 

 

 

 

Total

 

 

3,607

 

 

 

365

 

Current

 

 

3,607

 

 

 

365

 

Total

 

 

3,607

 

 

 

365

 

 

 

43


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

14) CASH AND CASH EQUIVALENTS

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Bank balances

 

 

4,811

 

 

 

16,626

 

Term deposits

 

 

50,440

 

 

 

75,000

 

Total

 

 

55,251

 

 

 

91,626

 

The Company’s exposure to credit risk and interest rate risk is disclosed in note 5 and 21.

 

15) CAPITAL AND RESERVES

A.
Share capital and share premium

 

Ordinary Shares

 

 

Class B Shares

 

Particulars

 

Number

 

 

Share capital

 

 

Share premium

 

 

Number

 

 

Share capital

 

 

Share premium

 

Balance as at April 1, 2023

 

 

66,462,562

 

 

 

33

 

 

 

839,442

 

 

 

39,667,911

 

 

 

20

 

 

 

1,217,920

 

Shares issued during the year on exercise of share based awards

 

 

3,652,013

 

 

 

2

 

 

 

103,855

 

 

 

 

 

 

 

 

 

 

Balance as at March 31, 2024

 

 

70,114,575

 

 

 

35

 

 

 

943,297

 

 

 

39,667,911

 

 

 

20

 

 

 

1,217,920

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as at April 1, 2024

 

 

70,114,575

 

 

 

35

 

 

 

943,297

 

 

 

39,667,911

 

 

 

20

 

 

 

1,217,920

 

Shares issued during the year on exercise of share based awards

 

 

1,479,937

 

 

 

1

 

 

 

42,228

 

 

 

 

 

 

 

 

 

 

Treasury shares acquired

 

 

(236,012

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as at March 31, 2025

 

 

71,358,500

 

 

 

36

 

 

 

985,525

 

 

 

39,667,911

 

 

 

20

 

 

 

1,217,920

 

The Company presently has ordinary shares and Class B Convertible Ordinary Shares (“Class B Shares”) with par value of $0.0005 per share. The terms of issue generally provide that the Class B Shares issued to any shareholder will have the same powers and relative participation rights as ordinary shares of the Company and shall vote together with ordinary shares as a single class on all matters on which the Company shareholders are entitled to vote, except as required by applicable law. The Class B Shares will be convertible into an equal number of ordinary shares, which shall be fully paid, non-assessable and free of any preemptive rights, of the Company on demand at the election of the holder, and will be automatically converted into an equal number of ordinary shares upon the transfer of Class B Shares to another party.

During the year ended March 31, 2025, the Company purchased 236,012 ordinary shares pursuant to share repurchase plan from the open market at the prevailing market price amounting to USD 21,722, including directly attributable cost. This share repurchase plan was approved by the board of directors on October 31, 2023.

Mauritian law mandates that any dividends shall be declared out of the distributable profits, after having set off accumulated losses at the beginning of the accounting period and no distribution may be made unless the Company’s board of directors is satisfied that upon the distribution being made (1) the Company is able to pay its debts as they become due in the normal course of business and (2) the value of the Company’s assets is greater than the sum of (a) the value of its liabilities and (b) Company’s stated capital. Should the Company declare and pay any dividends on ordinary shares,

 

44


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

15) CAPITAL AND RESERVES - (Continued)

A.
Share Capital and Share Premium - (Continued)

such dividends will be paid in USD to each holder of ordinary shares and Class B shares in proportion to the number of shares held to the total ordinary shares and Class B shares outstanding as on that date.

In the event of liquidation of the Company, all preferential amounts, if any, shall be discharged by the Company. The remaining assets of the Company shall be distributed to the holders of Class B shares at par with ordinary shares in proportion to the number of shares held to the total ordinary shares (including Class B shares) outstanding as on that date.

B.
Nature and purpose of reserves
i.
Fair value reserve

The fair value reserve comprises the cumulative net change in the fair value of equity investments at FVOCI.

ii.
Share-based payment reserve

Share based payment reserve comprises the value of equity-settled share based payment transactions provided to employees of the subsidiaries and is recognised as receivable from subsidiary with a corresponding increase in equity.

iii.
Other reserve

Other reserve comprise Company’s share of other comprehensive income of associates, mainly consisting of foreign currency translation reserve.

iv. Treasury shares reserve

The treasury shares reserve comprises of the amount paid for repurchase of Company's ordinary shares. As at March 31, 2025, the company held 236,012 ordinary shares as treasury shares.

v. Equity component of convertible notes

It represents equity component of convertible notes issued in the year ended March 31, 2021 (refer note 19).

C.
Capital Management

Equity share capital and other equity are considered for the purpose of Company’s capital management. The Company’s objective for capital management is to manage its capital so as to safeguard its ability to continue as a going concern and to support the growth of the Company. The capital structure of the Company is based on management’s judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investors, creditors and market confidence. The funding requirements are met through equity and convertible notes. The Company’s focus is to keep strong total equity base to ensure independence, security, as well as a high financial flexibility for potential future borrowings, if required without impacting the risk profile of the Company. The Company is not subject to any externally imposed capital requirements.

 

45


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

16) EARNINGS (LOSS) PER SHARE

The following is the reconciliation of the earnings (loss) attributable to ordinary shareholders (including Class B shareholders) and weighted average number of ordinary shares (including Class B shares) used in the computation of basic and diluted earnings (loss) per share for the year ended March 31, 2024 and 2025:

 

 

For the year ended March 31

 

Particulars

 

2024

 

 

2025

 

Earnings (loss) attributable to ordinary shareholders (including Class B shareholders) used in computing basic earnings (loss) per share (A)

 

 

16,303

 

 

 

(5,418

)

Interest expense and changes in carrying amount of convertible notes, net of tax

 

 

(10,857

)

 

 

 

Earnings (loss) attributable to ordinary shareholders (including Class B shareholders) used in computing diluted earnings (loss) per share (B)

 

 

5,446

 

 

 

(5,418

)

 

 

 

 

 

 

 

Weighted average number of ordinary shares (including Class B shares) outstanding used in computing basic earnings (loss) per share (C)

 

 

111,094,561

 

 

 

112,592,774

 

Dilutive effect of conversion of convertible notes

 

 

5,934,810

 

 

 

 

Dilutive effect of share based awards

 

 

1,206,485

 

 

 

1,945,409

 

Weighted average number of ordinary shares (including Class B shares) outstanding used in computing dilutive earnings (loss) per share (D)

 

 

118,235,856

 

 

 

114,538,183

 

 

 

 

 

 

 

 

Earnings (loss) per share (USD)

 

 

 

 

 

 

Basic (A/C)

 

 

0.15

 

 

 

(0.05

)

Diluted (B/D)

 

 

0.05

 

 

 

(0.05

)

 

For the year ended March 31, 2025, 5,934,810 (March 31, 2024: Nil) ordinary shares issuable on conversion of convertible notes, were excluded from the calculation of diluted weighted average number of ordinary shares as their effect would have been anti-dilutive.

17) TRADE AND OTHER PAYABLES

 

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Accrued expenses

 

 

641

 

 

 

892

 

Other payable

 

 

 

 

 

133

 

Total

 

 

641

 

 

 

1,025

 

 

The Company's exposure to liquidity risk related to trade and other payables is disclosed in note 5 and 21.

 

46


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

18) OTHER CURRENT LIABILITIES

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Statutory liabilities

 

 

1,724

 

 

 

540

 

Total

 

 

1,724

 

 

 

540

 

 

 

 

 

 

 

 

19) LOANS AND BORROWINGS

This note provides information about the contractual terms of Company’s interest bearing loans and borrowings, which are measured at amortized cost. For more information about the Company’s exposure to interest rate and liquidity risk, refer note 5 and 21.

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Convertible notes

 

 

201,240

 

 

 

216,075

 

 

 

 

 

 

 

 

Non-current

 

 

201,240

 

 

 

 

Current

 

 

 

 

 

216,075

 

Total

 

 

201,240

 

 

 

216,075

 

 

On February 9, 2021, the Company had issued USD 230,000 principal amount 0.00% convertible senior notes (the "Notes") including USD 30,000 in aggregate principal amount of the Notes issued pursuant to the full exercise of the initial purchasers’ option to purchase additional Notes.

The Notes are convertible based upon an initial conversion rate of 25.8035 of the Company’s ordinary shares, par value USD 0.0005 per share (the “ordinary shares”) per USD 1,000 principal amount of Notes (equivalent to a conversion price of approximately USD 38.75 per ordinary share). The Notes will mature on February 15, 2028, unless earlier repurchased, redeemed or converted. The Notes will be convertible into ordinary shares, at the option of the holders, in integral multiples of USD 1,000 principal amount, at any time prior to the close of business on the second business day preceding February 15, 2028. Holders of the Notes have the right to require the Company to repurchase for cash all or part of their Notes on February 15, 2024 and February 15, 2026 (each, a “repurchase date”) at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the relevant repurchase date ("Repurchase Right").

The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for accrued and unpaid special interest, if any. In addition, in connection with a make-whole fundamental change or following the Company’s delivery of a notice of tax redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Notes “in connection with” such make-whole fundamental change or a notice of tax redemption, as the case may be. Further, the Company may, at its option, redeem the Notes, in whole but not in part, following the occurrence certain tax law changes at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date (unless the redemption date falls after a special interest record date but on or prior to the special interest payment date to which such special interest record date relates, in which case the Company will instead pay the full amount of accrued and unpaid special interest, if any, to the holder of record as of the close of business on such special interest record date, and the redemption price will be equal to 100% of the principal amount of the Notes to be redeemed).

 

 

47


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

19) LOANS AND BORROWINGS - (Continued)

Upon the occurrence of a fundamental change, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

The Notes are general unsecured obligations of the Company. The Notes rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes, rank equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated, are effectively subordinated in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally junior to all indebtedness and other liabilities of the Company’s subsidiaries.

The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated conversion feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the initial proceeds and recorded as equity component of convertible notes in equity. The resulting discount, together with the allocated issuance costs, were accreted at an effective interest rate of 7.39% over the period from the issuance date to February 15, 2024, the earliest put date of the Notes representing the first date on which the amount could be required to be paid to the Notes holders.

On January 17, 2024, the Company had notified holders of the Notes, of the right, at the option such holder, to require the Company to repurchase at par all of such holder’s Notes or any portion thereof that is an integral multiple of USD 1,000 principal amount for cash on February 15, 2024, or the Repurchase Right, if properly tendered by the holders subject to the terms and conditions set forth. However, no notes were tendered for repurchase. The next repurchase date will be February 15, 2026 as per the agreement.

Consequent to aforementioned event, the Company had adjusted the gross carrying amount of the Notes at the present value of the estimated future contractual cash flows that are discounted up to next repurchase date at the original effective interest rate to reflect actual and revised estimated contractual cash flows. The difference of USD 30,578 between the gross carrying amount as at February 15, 2024 and revised gross carrying amount was recognised in separate statement of profit or loss as reversal of finance cost (refer note 7), being change in carrying value of financial liabilities measured at amortised cost during the year ended March 31, 2024. The revised carrying amount of the Notes will be accreted up to the principal amount over a remaining period of 0.88 years (March 31, 2024 : 1.88 years) representing the next date on which the amount could be required to be paid to the Notes holders.

Terms and repayment schedule of convertible notes:

 

 

 

 

 

 

 

 

As at March 31, 2024

 

 

As at March 31, 2025

 

Particulars

 

Currency

 

Interest rate

 

Year of maturity

 

Original value

 

 

Carrying amount

 

 

Original
value

 

 

Carrying amount

 

Convertible notes

 

USD

 

7.39%

 

2026

 

 

230,000

 

 

 

201,240

 

 

 

230,000

 

 

 

216,075

 

 

 

 

 

 

48


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

19) LOANS AND BORROWINGS - (Continued)

Reconciliation of movements of liabilities to cash flows arising from financing activities:

Changes in cash flows from financing activities

 

Convertible
 notes

 

Balance as at April 1, 2023

 

 

216,118

 

Interest accrued (refer note 7)

 

 

15,700

 

Adjustment due to change in estimate

 

 

(30,578

)

Balance as at March 31, 2024

 

 

201,240

 

Interest accrued (refer note 7)

 

 

14,835

 

Balance as at March 31, 2025

 

 

216,075

 

 

20) SHARE BASED PAYMENT

Description of the share based payment arrangements

As at March 31, 2024 and 2025, the Company had the following equity-settled share based payment arrangement programs:

Share Incentive Plan

i) Restricted Share Units (RSUs)

In 2010, the Company approved a share incentive plan in Mauritius, named the MakeMyTrip 2010 Share Incentive Plan (“Share Incentive Plan”). During the years ended March 31, 2024 and 2025, the Company granted restricted share units, or RSUs, under the plan to eligible employees. Each restricted share unit represents the right to receive one common share. The fair value of each restricted share unit is the market price of one common share of the Company on the date of grant.

Terms and Conditions of the RSUs

The terms and conditions relating to the RSUs grants under this Share Incentive Plan are given below:

Grant details

 

Number of
instruments

 

 

Vesting
conditions

 

Contractual
life of RSUs

RSUs granted during the year ended March 31, 2024

 

 

829,578

 

 

Refer notes

 

4 – 8 years

RSUs granted during the year ended March 31, 2025

 

 

578,796

 

 

Refer notes

 

4 – 8 years

Notes:

Of the RSU granted during the year ended March 31, 2025:

- 301,167 (March 31, 2024: 571,784) RSUs have graded vesting over 4 years: 25% on the expiry of 12 months from the grant date, 25% on the expiry of 24 months from the grant date, 25% on the expiry of 36 months from the grant date, 25% on the expiry of 48 months from the grant date.

- Nil (March 31, 2024: 209,731) RSUs have 100% vesting on September 30, 2026 and 121,232 (March 31, 2024: Nil) RSUs have 100% vesting during the quarter ended September 30, 2027. Further, the Company's estimate of the number of shares to be issued is adjusted upward or downward based upon the probability of achievement of the factors like Company and its subsidiaries performance (revenue, profit and gross merchandise value) of next three financial years and service condition. Maximum shares the employees are eligible to receive under this scheme are 150% of the total RSUs granted.

 

49


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

20) SHARE BASED PAYMENT - (Continued)

Description of the Share Based Payment Arrangements – (Continued)

Share Incentive Plan - (Continued)

i)
Restricted Share Units (RSUs) - (Continued)

For the grants given in financial year ended March 31, 2022, there has been a upward adjustment of 138,615 number of shares based on the Company's performance for the financial year ended March 31, 2022, 2023 and 2024.

- 13,379 (March 31, 2024: Nil) RSUs were fully vested on expiry of six months from the grant date.

- 4,403 (March 31, 2024: 48,063) RSUs were fully vested on the grant date.

- These RSUs can be exercised within a period of 48 months from the date of vesting or within a period of 6 months from the date of termination of employment, whichever is earlier.

The number and weighted average exercise price of RSUs under Share Incentive Plan are as follows:

 

 

Weighted
Average
Exercise
Price per
share (USD)

 

 

Number of
Awards

 

 

Weighted
Average
Exercise
Price per
share (USD)

 

 

Number of
Awards

 

 

For the year ended March 31

 

Particulars

 

2024

 

 

2024

 

 

2025

 

 

2025

 

Outstanding at the beginning of the year

 

 

0.0005

 

 

 

7,773,744

 

 

 

0.0005

 

 

 

5,041,216

 

Granted during the year

 

 

0.0005

 

 

 

829,578

 

 

 

0.0005

 

 

 

578,796

 

Forfeited and expired during the year

 

 

0.0005

 

 

 

(178,993

)

 

 

0.0005

 

 

 

(89,567

)

Exercised during the year

 

 

0.0005

 

 

 

(3,383,113

)

 

 

0.0005

 

 

 

(1,165,497

)

Outstanding at the end of the year

 

 

0.0005

 

 

 

5,041,216

 

 

 

0.0005

 

 

 

4,364,948

 

Exercisable at the end of the year

 

 

0.0005

 

 

 

2,234,132

 

 

 

0.0005

 

 

 

2,416,977

 

The grant date fair value of RSUs granted during the year is in the range of USD 55.00 to USD 105.29 (March 31, 2024: USD 24.00 to USD 55.42).

The RSUs outstanding at March 31, 2025, have an exercise price per share of USD 0.0005 (March 31, 2024: USD 0.0005) and a weighted average remaining contractual life of 4.0 years (March 31, 2024: 4.3 years).

During the year ended March 31, 2025, share based payment expense of USD 36,783 (March 31, 2024: USD 37,962) has been pushed down to the respective subsidiaries as the same relates to the employees of the subsidiaries (refer note 23).

 

50


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

20) SHARE BASED PAYMENT - (Continued)

Description of the Share Based Payment Arrangements – (Continued)

Share Incentive Plan - (Continued)

ii)
Employee Stock Options (ESOPs)

In 2010, the Company approved a share incentive plan in Mauritius, named the MakeMyTrip 2010 Share Incentive Plan (“Share Incentive Plan”). Each ESOP represents the right to receive one hundred common equity shares of the Company. No options were granted during the years ended March 31, 2024 and 2025, respectively.

 

The number and weighted average exercise price of ESOPs under share incentive plan are as follows:

 

 

Weighted
Average
Exercise
Price per
ESOP
(USD)

 

 

Number of
Awards

 

 

Weighted
Average
Exercise
Price per
ESOP
(USD)

 

 

Number of
Awards

 

 

For the year ended March 31

 

Particulars

 

2024

 

 

2024

 

 

2025

 

 

2025

 

Outstanding at the beginning of the year

 

 

2,229

 

 

 

18,502

 

 

 

2,229

 

 

 

15,813

 

Exercised during the year

 

 

2,229

 

 

 

(2,689

)

 

 

2,229

 

 

 

(3,144.4

)

Outstanding at the end of the year

 

 

2,229

 

 

 

15,813

 

 

 

2,229

 

 

 

12,668.6

 

Exercisable at the end of the year

 

 

2,229

 

 

 

15,813

 

 

 

2,229

 

 

 

12,668.6

 

 

The ESOPs outstanding at March 31, 2025 have an exercise price per option of USD 2,229 (March 31, 2024: USD 2,229) and a weighted average remaining contractual life of 4.7 years (March 31, 2024: 1.4 years), after the extension of the expiry date of outstanding ESOPs during the year ended March 31, 2025.

 

 

21) FINANCIAL INSTRUMENTS

a) Credit Risk

Exposure to Credit Risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was as follows:

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Trade and other receivables

 

 

222,026

 

 

 

207,333

 

Term deposits

 

 

175,000

 

 

 

180,000

 

Cash and cash equivalents

 

 

55,251

 

 

 

91,626

 

Total

 

 

452,277

 

 

 

478,959

 

 

The cash and cash equivalents and term deposits are mainly held with banks, which are rated A+, BBB, BB+ and Ba1 based on (rating agency Fitch) ratings. The Company considers that its cash and cash equivalents and term deposits have low credit risk based on the external credit ratings of the counterparties.

 

51


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

.

21) FINANCIAL INSTRUMENTS - (Continued)

a) Credit Risk - (Continued)

Exposure to Credit Risk - (Continued)

The maximum exposure to credit risk for trade and other receivables at the reporting date, categorised by type of counterparty was as follows:

 

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Balance due from subsidiaries

 

 

217,847

 

 

 

201,548

 

Others

 

 

4,179

 

 

 

5,785

 

Total

 

 

222,026

 

 

 

207,333

 

 

Impairment Losses

The Company uses a provision matrix to compute the expected credit loss allowance for trade and other receivables. The provision matrix takes into account available external and internal credit risk factors such as credit default and the Company's historical experience for its receivables.

The age of trade and other receivables at the reporting date was as follows:

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

 

Gross

 

 

Impairment

 

 

Gross

 

 

Impairment

 

Not past due

 

 

222,026

 

 

 

 

 

 

207,333

 

 

 

 

Total

 

 

222,026

 

 

 

 

 

 

207,333

 

 

 

 

 

b) Liquidity risk

 

The following are the remaining contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements:

 

As at March 31, 2024

 

Non-derivative financial liabilities

 

Carrying
amount

 

 

Contractual
cash flows*

 

 

6 months
or less

 

 

6-12
months

 

 

1-2 years

 

 

2-5 years

 

 

More
than
5 years

 

 Convertible notes

 

 

201,240

 

 

 

230,000

 

 

 

 

 

 

 

 

 

230,000

 

 

 

 

 

 

 

 Trade and other payables

 

 

641

 

 

 

641

 

 

 

641

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

201,881

 

 

 

230,641

 

 

 

641

 

 

 

 

 

 

230,000

 

 

 

 

 

 

 

 

As at March 31, 2025

 

Non-derivative financial liabilities

 

Carrying
amount

 

 

Contractual
cash flows*

 

 

6 months
or less

 

 

6-12
months

 

 

1-2 years

 

 

2-5 years

 

 

More
than
5 years

 

 Convertible notes

 

 

216,075

 

 

 

230,000

 

 

 

 

 

 

230,000

 

 

 

 

 

 

 

 

 

 

 Trade and other payables

 

 

1,025

 

 

 

1,025

 

 

 

1,025

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

217,100

 

 

 

231,025

 

 

 

1,025

 

 

 

230,000

 

 

 

 

 

 

 

 

 

 

* Represents undiscounted cash-flows of interest and principal

 

52


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

21) FINANCIAL INSTRUMENTS - (Continued)

b) Liquidity Risk - (Continued)

 

The balanced view of liquidity and financial indebtedness is stated in the table below:

 

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Cash and cash equivalents

 

 

55,251

 

 

 

91,626

 

Term deposits

 

 

175,000

 

 

 

180,000

 

Loans and borrowings

 

 

(201,240

)

 

 

(216,075

)

Net cash position

 

 

29,011

 

 

 

55,551

 

 

 

c) Interest Rate Risk

The Company does not account for any fixed rate financial assets and liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

The Company does not have any variable rate interest bearing financial instruments, hence there is no risk relating to change in interest rates.

Fair values

Fair Values Versus Carrying Amounts

The fair values of financial assets and liabilities, together with the carrying amounts shown in the separate statement of financial position, are as follows:

 

 

 

 

As at March 31, 2024

 

 

As at March 31, 2025

 

Note

 

 

Carrying amount

 

 

Fair value

 

 

Carrying amount

 

 

Fair value

 

Financial assets measured at fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in subsidiaries (FVOCI)

 

8

 

 

 

3,590,777

 

 

 

3,590,777

 

 

 

4,796,533

 

 

 

4,796,533

 

Other investments - equity securities (FVTPL)

 

10

 

 

 

591

 

 

 

591

 

 

 

591

 

 

 

591

 

 

 

 

 

3,591,368

 

 

 

3,591,368

 

 

 

4,797,124

 

 

 

4,797,124

 

Financial assets not measured at fair value (amortised cost)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables

 

11

 

 

 

222,026

 

 

 

222,026

 

 

 

207,333

 

 

 

207,333

 

Term deposits

 

12

 

 

 

175,000

 

 

 

175,000

 

 

 

180,000

 

 

 

180,000

 

Cash and cash equivalents

 

14

 

 

 

55,251

 

 

 

55,251

 

 

 

91,626

 

 

 

91,626

 

Other investments - other securities

 

10

 

 

 

76

 

 

 

76

 

 

 

76

 

 

 

76

 

 

 

 

 

 

452,353

 

 

 

452,353

 

 

 

479,035

 

 

 

479,035

 

Financial liabilities not measured at fair value (amortised cost)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

17

 

 

 

641

 

 

 

641

 

 

 

1,025

 

 

 

1,025

 

Convertible notes

 

19

 

 

 

201,240

 

 

 

197,698

 

 

 

216,075

 

 

 

214,262

 

 

 

 

 

 

201,881

 

 

 

198,339

 

 

 

217,100

 

 

 

215,287

 

 

The fair value measurements of financial assets and liabilities reported above have been categorized as Level 3 fair values based on the inputs to the valuation techniques used.

 

53


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

21) FINANCIAL INSTRUMENTS - (Continued)

Fair values - (Continued)

Fair Values Versus Carrying Amounts - (Continued)

Fair value of trade and other receivables, term deposits, cash and cash equivalents, other investments - other securities and accrued expenses reasonably approximates to its carrying amount.

The fair value of convertible notes is determined using discounted cash flows. The valuation model considers the present value of expected payments, discounted using a risk-adjusted discount rate.

Fair value hierarchy

The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

 

As at March 31, 2024

 

Particulars

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Investment in subsidiaries (FVOCI)

 

 

 

 

 

 

 

 

3,590,777

 

 

 

3,590,777

 

Other investments - equity securities (FVTPL)

 

 

 

 

 

 

 

 

591

 

 

 

591

 

Total

 

 

 

 

 

 

 

 

3,591,368

 

 

 

3,591,368

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at March 31, 2025

 

Particulars

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Investment in subsidiaries (FVOCI)

 

 

 

 

 

 

 

 

4,796,533

 

 

 

4,796,533

 

Other investments - equity securities (FVTPL)

 

 

 

 

 

 

 

 

591

 

 

 

591

 

Total

 

 

 

 

 

 

 

 

4,797,124

 

 

 

4,797,124

 

 

There were no transfers between Level 1, Level 2 and Level 3 during the year.

 

Reconciliation of Level 3 fair values

 

The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair value:

 

 

As at March 31, 2024

 

Particulars

 

 

Other investments (equity securities - FVTPL)

 

 

Investment in subsidiaries (FVOCI)

 

Opening balances

 

 

 

591

 

 

 

2,288,024

 

Invested during the year (refer note 8)

 

 

 

 

 

 

18,672

 

Total gains recognized in:

 

 

 

 

 

 

 

- other comprehensive income

 

 

 

 

 

 

1,284,081

 

Closing balances

 

 

 

591

 

 

 

3,590,777

 

 

 

54


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

21) FINANCIAL INSTRUMENTS - (Continued)

Fair value hierarchy - (Continued)

 

 

As at March 31, 2025

 

Particulars

 

Other investments (equity securities - FVTPL)

 

 

Investment in subsidiaries (FVOCI)

 

Opening balances

 

 

591

 

 

 

3,590,777

 

Invested during the year (refer note 8)

 

 

 

 

 

5,447

 

Total gains recognized in:

 

 

 

 

 

 

- other comprehensive income

 

 

 

 

 

1,200,309

 

Closing balances

 

591

 

 

 

4,796,533

 

 

Valuation Techniques and significant unobservable inputs

 

The following tables show the valuation techniques used in measuring Level 3 fair values as at March 31, 2024 and March 31, 2025, as well as the significant unobservable inputs used.

 

Financial Instruments measured at fair value:

Type

 

Valuation technique

 

Significant
unobservable inputs

 

Inter- relationship between significant unobservable inputs and fair value measurement

Other investments - equity securities (FVTPL)

 

Market comparison technique: The valuation model is based on market multiple derived from quoted prices and revenues of companies comparable to the investee.

 

Net revenue multiple: 3.7 - 4.8 (March 31, 2024: 3.7 - 4.8)

 

The estimated fair value would increase (decrease) if:
– the net revenue multiple was higher (lower)

Investment in subsidiaries (FVOCI)

 

Market comparison technique: The valuation model is based on market multiple derived from quoted prices and revenues of companies comparable to the investee.

 

Net revenue multiple: 3.3 - 6.5 (March 31, 2024: 4.8 - 5.8)

 

The estimated fair value would increase (decrease) if:
– the net revenue multiple was higher (lower)

Financial instruments not measured at fair value:

 

Type

 

Valuation technique

 

Significant unobservable
inputs

Other financial assets and liabilities*

 

Discounted cash flows

 

Not applicable

 

Notes: *Other financial assets include trade and other receivables, term deposits, cash and cash equivalents and other investments-other securities. Other financial liabilities include convertible notes and trade and other payables.

 

 

55


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

21) FINANCIAL INSTRUMENTS - (Continued)

Sensitivity Analysis

 

Other investments - equity securities (FVTPL)

For the fair values of other investments - equity securities (FVTPL), reasonably possible changes of 100 basis points at the reporting date to the significant unobservable input, holding other inputs constant, would have the following effects:

 

For the year ended March 31, 2024

 

 

Profit or loss

 

 

Increase

 

 

Decrease

 

Net revenue multiple

 

 

(4

)

 

 

4

 

 

 

 

 

 

 

 

 

For the year ended March 31, 2025

 

 

Profit or loss

 

 

Increase

 

 

Decrease

 

Net revenue multiple

 

 

(4

)

 

 

4

 

Investment in subsidiaries (FVOCI)

For the fair values of investment in subsidiaries (FVOCI), reasonably possible changes of 100 basis points at the reporting date to the significant unobservable input, holding other inputs constant, would have the following effects:

 

For the year ended March 31, 2024

 

 

Other comprehensive income

 

 

Increase

 

 

Decrease

 

Net revenue multiple

 

 

33,333

 

 

 

(34,153

)

 

 

For the year ended March 31, 2025

 

 

Other comprehensive income

 

 

Increase

 

 

Decrease

 

Net revenue multiple

 

 

46,369

 

 

 

(47,177

)

 

 

22) INCOME TAX

Mauritius

Under the applicable law, the Company is liable to income tax in Mauritius on its chargeable income at the rate of 15%. Additionally, from July 1, 2024, the Company is liable to 2% Corporate Climate Responsibility (CCR) Levy on its chargeable income.

 

The Company opting for preferential tax regime with respect to certain qualifying income, would be entitled to either (a) a foreign tax credit equivalent to the actual foreign tax suffered on its foreign income against the Company’s tax liability computed on such income, or (b) a partial exemption of 80% of the income derived, including but not limited to foreign source dividends or interest income, subject to meeting the necessary substance requirements as required under the Financial Services Act 2007 (as amended by the Finance Act 2019) and such other guidelines issued by the Financial Services Commission.

 

56


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

 

22) INCOME TAX - (Continued)

The Company has not availed the benefit of preferential tax regime except for interest income on certain intercompany loan in the year ended March 31, 2025.

Income tax recognised in profit or loss

 

 

For the year ended March 31

 

Particulars

 

2024

 

 

2025

 

Current tax expense

 

 

 

 

 

 

Current period

 

 

(1,724

)

 

 

(1,631

)

Adjustment for prior period

 

 

-

 

 

 

(187

)

Current tax expense

 

 

(1,724

)

 

 

(1,818

)

 

 

 

 

 

 

 

Deferred tax benefit (expense)

 

 

 

 

 

 

(Origination) and reversal of temporary differences

 

 

(2,232

)

 

 

2,522

 

Change in tax rates

 

 

-

 

 

 

(575

)

Reversal of previously recognized tax losses

 

 

(2,082

)

 

 

-

 

Deferred tax benefit (expense)

 

 

(4,314

)

 

 

1,947

 

 

 

 

 

 

 

 

Total

 

 

(6,038

)

 

 

129

 

 

 

 

 

 

 

 

 

Reconciliation of Effective Tax Rate

 

 

For the year ended March 31

 

Particulars

 

2024

 

 

2025

 

Profit (loss) for the year

 

 

16,303

 

 

 

(5,418

)

Less: Income tax benefit (expense)

 

 

(6,038

)

 

 

129

 

Profit (loss) before tax

 

 

22,341

 

 

 

(5,547

)

 

 

 

 

 

 

 

Income tax benefit (expense) using the Company's domestic tax rate

 

 

(3,351

)

 

 

943

 

Non-deductible expenses

 

 

(123

)

 

 

(81

)

Tax exempt income

 

 

 

 

 

29

 

Change in estimates related to previous years

 

 

(482

)

 

 

(187

)

Reversal of previously recognized tax losses

 

 

(2,082

)

 

 

 

Impact of change in tax laws

 

 

 

 

 

(575

)

Income tax benefit (expense) recognised in profit or loss

 

 

(6,038

)

 

 

129

 

 

 

As at March 31, 2025, the Company has a tax liability of USD 1,631 (March 31, 2024 : USD 1,724) and does not have any tax losses to offset against any future tax liability.

 

 

 

57


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

22) INCOME TAX - (Continued)

Recognized Deferred Tax Liabilities

Deferred tax liabilities are attributable to the following:

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Convertible notes

 

 

(4,314

)

 

 

(2,367

)

Deferred tax liabilities, net

 

 

(4,314

)

 

 

(2,367

)

Movement in recognized deferred tax assets/(liabilities)

 

Balance as at March 31, 2023

 

 

Recognised in profit or loss

 

 

Balance as at March 31, 2024

 

Convertible notes

 

 

(2,082

)

 

 

(2,232

)

 

 

(4,314

)

Tax loss carry forwards

 

 

2,082

 

 

 

(2,082

)

 

 

 

Total

 

 

-

 

 

 

(4,314

)

 

 

(4,314

)

 

Balance as at March 31, 2024

 

 

Recognised in profit or loss

 

 

Balance as at March 31, 2025

 

Convertible notes

 

 

(4,314

)

 

 

1,947

 

 

 

(2,367

)

Total

 

 

(4,314

)

 

 

1,947

 

 

 

(2,367

)

 

 

Unrecognized Deferred Tax Liabilities

As at March 31, 2025, an amount of USD 1,199,873 (March 31, 2024 : USD 818,243) related to temporary differences associated with investments in subsidiaries for which deferred tax liabilities have not been recognized by the Company as the Company controls the dividend policy of its subsidiary i.e. the Company controls the timing of reversal of the related taxable temporary differences and management is satisfied that they will not reverse in the foreseeable future.

 

 

58


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

23) RELATED PARTIES

 

Related parties and nature of related party relationships:

Nature of relationship

 

Name of related parties

Subsidiary

MakeMyTrip (India) Private Limited

Subsidiary

MakeMyTrip Inc.

Subsidiary

Luxury Tours & Travel Pte. Ltd.

Subsidiary

Luxury Tours (Malaysia) Sdn. Bhd.

Subsidiary

Hotel Travel Limited

Subsidiary

Techblend Inc.

Subsidiary

HTN Co., Ltd.

Subsidiary

ITC Bangkok Co., Ltd

Subsidiary

MakeMyTrip FZ-LLC

Subsidiary

Ibibo Group Holdings (Singapore) Pte. Ltd

Subsidiary

Redbus India Private Limited (formerly ibibo Group Private Limited)

Subsidiary

Ibibo Group Pte. Limited

Subsidiary

Ibibo Group Sdn Bhd

Subsidiary

Empresea Digital Peruana S.A.C

Subsidiary

PT IBIBO Group Indonesia

Subsidiary

Bitla Software Private Limited

Subsidiary

Quest 2 Travel.com India Private Limited

Subsidiary

Tripmoney Fintech Solutions Private Limited

Subsidiary

Book My Forex Private Limited

Subsidiary

MakeMyTrip Arabia Travel and Tourism

Subsidiary

RedBus Vietnam Company Limited

Subsidiary

Simplotel Technologies Private Limited

Subsidiary

Savaari Car Rentals Private Limited (From January 17, 2024)

Subsidiary

Ibibo Group Columbia S.A.S.

Subsidiary

Hotelcloud Services Private Limited

Subsidiary

MakeMyTrip Travel & Toursim L.L.C., UAE

Subsidiary

Simplotel Inc.

Subsidiary

Ibibo (Hongkong) Limited

Subsidiary

Redbus (Cambodia) Co. Limited

Subsidiary

Ibibo Group Vietnam Company Limited

Subsidiary

Ibibo Group SpA, Chile

Subsidiary

SHH Co. Ltd.

Subsidiary

ITC South Co. Ltd.

Subsidiary

International Tour Centre Co. Ltd

 

 

 

 

 

 

 

 

 

 

 

59


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

23) RELATED PARTIES - (Continued)

 

Related parties and nature of related party relationships: - (Continued)

Nature of relationship

 

Name of related parties

Key management personnel

Deep Kalra

Key management personnel

Rajesh Magow

Key management personnel

Mohit Kabra

Key management personnel

Aditya Tim Guleri

Key management personnel

James Jianzhang Liang# (upto July 2, 2025)

Key management personnel

Paul Laurence Halpin# (upto July 2, 2025)

Key management personnel

Jane Jie Sun#

Key management personnel

Xing Xiong#

Key management personnel

Moshe Rafiah # (from May 15, 2024 to July 2, 2025)

Key management personnel

May Yihong Wu (from May 15, 2024)

Key management personnel

Hashim Joomye (from May 14, 2025)

Key management personnel

Cindy Xiaofan Wang# (upto May 15, 2024)

Key management personnel

Xiangrong Li (upto May 15, 2024)

Key management personnel

Vivek N. Gour (from July 2, 2025)

Entity providing key management personnel services

IQ EQ Corporate Services (Mauritius) Limited (upto May 14, 2025, re-appointed from July 2, 2025)

Entities having significant influence over the Company
and its subsidiaries

Trip.com Group Limited and its subsidiaries

Equity-accounted associates

Pasajebus SpA

Notes:

# nominees of Trip.com Group Limited. (Trip.com)

 

 

A)
Transactions with subsidiaries:

 

For the year ended March 31

 

Particulars

 

2024

 

 

2025

 

Investment in equity shares (refer note 8)

 

 

18,672

 

 

 

5,447

 

Issuance of share based awards to the employees of subsidiaries

 

 

37,962

 

 

 

36,783

 

Interest income on inter- corporate loan

 

 

54

 

 

 

53

 

 

 

60


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

23) RELATED PARTIES – (Continued)

 

A)
Transactions with subsidiaries – (Continued)

 

Balance outstanding

 

Trade and other receivables

 

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

MakeMyTrip (India) Private Limited

 

 

196,311

 

 

 

183,390

 

Redbus India Private Limited (formerly ibibo Group Private Limited)

 

 

13,700

 

 

 

9,061

 

ITC Bangkok Co., Ltd

 

 

2,217

 

 

 

2,453

 

Bitla Software Private Limited

 

 

2,373

 

 

 

2,572

 

MakeMyTrip Inc.

 

 

164

 

 

 

164

 

Luxury Tours & Travel Pte Ltd

 

 

546

 

 

 

617

 

HTN Co., Ltd

 

 

120

 

 

 

50

 

PT IBIBO Group Indonesia

 

 

240

 

 

 

292

 

Tripmoney Fintech Solutions Private Limited

 

 

1,148

 

 

 

1,382

 

MakeMyTrip FZ-LLC

 

 

349

 

 

 

556

 

Empresea Digital Peruana S.A.C

 

 

307

 

 

 

330

 

Luxury Tours (Malaysia) Sdn. Bhd.

 

 

28

 

 

 

28

 

Ibibo Group Sdn Bhd

 

 

73

 

 

 

100

 

Ibibo Group Pte. Limited

 

 

52

 

 

 

66

 

RedBus Vietnam Company Limited

 

 

20

 

 

 

35

 

Quest 2 Travel.com India Private Limited

 

 

73

 

 

 

271

 

Ibibo Group Columbia S.A.S.

 

 

 

 

 

10

 

Hotelcloud Services Private Limited

 

 

 

 

 

26

 

MakeMyTrip Arabia Travel and Tourism

 

 

126

 

 

 

145

 

Total

 

 

217,847

 

 

 

201,548

 

 

Other payable

 

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

MakeMyTrip Arabia Travel and Tourism

 

 

 

 

 

133

 

Total

 

 

 

 

 

133

 

B)
Transactions with entity providing key management personnel services:

 

 

For the year ended March 31

 

Transactions

 

2024

 

 

2025

 

Key management personnel services

 

 

7

 

 

 

8

 

Consultancy services

 

 

25

 

 

 

59

 

 

 

C)
Transactions with key management personnel:

 

 

For the year ended March 31

 

Particulars

 

2024

 

 

2025

 

Legal and professional

 

 

84

 

 

 

152

 

Total

 

 

84

 

 

 

152

 

 

 

61


MakeMyTrip Limited

Year ended March 31, 2025

NOTES TO THE SEPARATE FINANCIAL STATEMENTS - (Continued)
(Amounts in USD thousands, except per share data and share count)

 

23) RELATED PARTIES – (Continued)

 

C)
Transactions with key management personnel - (Continued):

 

 

As at March 31

 

Balance Outstanding

 

2024

 

 

2025

 

Accrued expenses

 

 

75

 

 

 

107

 

 

D)
Transactions with equity - accounted associate:

Refer note 9 for transactions with equity-accounted associate.

 

E) Terms and conditions

 

All outstanding balances with these related parties are to be settled in cash. Receivables in nature of recharge cost on issue of share options are recoverable on exercise of share options by the employees of subsidiaries. None of the balances are secured. No expense has been recognised in the current year or prior year for bad or doubtful debts in respect of amounts owed by related parties.

 

24) SEGMENT REPORTING

 

The Company has made investment in entities engaged in the business of travel and leisure services and is not engaged in any revenue generating activity. Accordingly, the Company has only one reportable segment.

 

In accordance with IFRS 8, ‘Operating Segments’, following are the entity-wide disclosures:

 

Information about geographical areas

 

 

Non-Current Assets**

 

 

As at March 31

 

Particulars

 

2024

 

 

2025

 

Mauritius

 

 

3,591,102

 

 

 

4,796,711

 

Total

 

 

3,591,102

 

 

 

4,796,711

 

 

** Non-current assets presented above represent intangible assets, investment in subsidiaries and associates (excluding financial assets).

 

25) SUBSEQUENT EVENT

 

In June 2025, the Company raised gross proceeds of USD 1,656,000 from the issuance of 18,400,000 ordinary shares and USD 1,437,500 in aggregate principal amount from issuance of convertible senior notes due 2030. On July 2, 2025, such proceeds (net of underwriters commission) were used to repurchase 34,372,221 of the Company’s own Class B shares pursuant to the amended and restated share repurchase agreement dated June 23, 2025 between the Company and Trip.com Group Limited (‘Trip.com’). All of the 34,372,221 Class B shares repurchased from Trip.com by the Company have been cancelled on the same date. As a result, w.e.f. July 2, 2025, the Company has a total of 95,383,399 shares outstanding, comprising 89,851,697 ordinary shares, 5,295,690 Class B shares and 236,012 ordinary shares held as treasury shares (of which Trip.com holds 10,773,694 ordinary shares and 5,295,690 Class B ordinary shares, representing approximately 16.90% of the voting power in the Company).

 

 

62