F-1/A

As filed with the Securities and Exchange Commission on August 9, 2010.

Registration No. 333-168315

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3

Form F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MakeMyTrip Limited

(Exact name of Registrant as specified in its charter)

Mauritius	4700	13-4125456
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

103 Udyog Vihar, Phase 1

Gurgaon, Haryana 122016, India

(91-124) 439-5000

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

MakeMyTrip.com Inc.

60 East 42nd Street

Suite 411

New York, NY 10165

(212) 760 1511

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael W. Sturrock, Esq.
Rajiv Gupta, Esq.
Latham & Watkins LLP
9 Raffles Place
42-02 Republic Plaza
Singapore 048619
(65) 6536-1161 Matthew D. Bersani, Esq.
Shearman & Sterling LLP
12/F Gloucester Tower
The Landmark, 15 Queens Road
Central, Hong Kong
(852) 2978-8000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.

EXPLANATORY NOTE

This Amendment No. 3 to the Registration Statement on Form F-1 is being filed for the sole purpose of revising certain exhibits to the registration statement. No other changes have been made to the registration statement. Accordingly, this amendment consists of only the facing page, this explanatory note and Part II of the registration statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.   Indemnification of Directors and Officers

Under Mauritius law, a company may indemnify a director or employee of such company or a related company for any costs incurred by him or such company in respect of any proceedings (a) that relates to liability for any act or omission in his capacity as a director or employee, and (b) in which judgment is given in his favor, or in which he is acquitted, or which is discontinued or in which he is granted relief under section 350 of the Companies Act 2001 (as amended) of Mauritius or where proceedings are threatened and such threatened action is abandoned or not pursued. Mauritius law further provides that a company may indemnify a director or employee of such company or a related company in respect of (a) liability to any person, other than such company or a related company, for any act or omission in his capacity as a director or employee; or (b) costs incurred by that director or employee in defending or settling any claim or proceedings relating to any such liability. Our post-offering Constitution will provide for indemnification, to the extent permitted by Mauritius law, of our directors and officers for costs, charges, losses, expenses and liabilities incurred or sustained by them in the execution and discharge of their duties in their respective offices or in relation thereto, except in respect of their own fraud or dishonesty.

Furthermore, Mauritius law permits us to purchase and maintain insurance for a director or employee of the company or a related company in respect of (a) liability, not being criminal liability, for any act or omission in his capacity as a director or employee; (b) costs incurred by that director or employee in defending or settling any claim or proceeding relating to any such liability; or (c) costs incurred by that director or employee in defending any criminal proceedings (1) that have been brought against the director or employee in relation to any act or omission in that person’s capacity as a director or employee; (2) in which that person is acquitted; or (3) in relation to which a nolle prosequi is entered. We have purchased and maintain a directors’ and officers’ liability policy for such a purpose, with a policy limit of $15 million.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling in pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.   Recent Sales of Unregistered Securities

During the past three years, we have issued and sold the securities listed below (including options to acquire our ordinary shares) without registering the securities under the Securities Act. The numbers and prices of the securities listed below do not take into account the 20-for-one share split with respect to all our ordinary and preferred shares, as well as the 20-for-one adjustment with respect to the number of ordinary shares underlying options and the corresponding adjustment to the exercise prices of such options, we effected on July 22, 2010. None of these transactions involved any underwriting discounts or commissions or any public offering. All our Series B preferred shares and Series C preferred shares were sold through private placements either (i) outside the United States to foreign persons, or (ii) inside the United States to accredited investors or to a limited number of persons in transactions not involving any public offering. All our options to purchase ordinary shares and the ordinary shares issued upon the exercise of such options were issued to directors or employees and were in respect of ordinary shares not exceeding 15.0% of our issued ordinary share capital. Accordingly, we believe that each of the following issuances were exempt from registration under the Securities Act in reliance on Regulation S, Section 4(2) or Rule 701 of the Securities Act.

II-1

		Number of
		Securities			Consideration
Purchaser	Date of Issuance	Originally Issued		Title of Securities	per Share
Feroz Dewan	August 8, 2007		1,483	Series B preferred shares	$101.14
Tiger Global Private Investment Partners IV, L.P.	August 9, 2007		75,146	Series B preferred shares	$101.14
Sierra Ventures VIII-A, L.P.	August 9, 2007		7,528	Series B preferred shares	$101.14
Sierra Ventures VIII-B, L.P.	August 9, 2007		74	Series B preferred shares	$101.14
Sierra Ventures Associates VIII, LLC	August 9, 2007		229	Series B preferred shares	$101.14
Lee Fixel	August 10, 2007		1,483	Series B preferred shares	$101.14
Scott L. Shleifer	August 10, 2007		989	Series B preferred shares	$101.14
Helion Venture	August 14, 2007		11,747	Series B preferred shares	$101.14
SAIF	August 16, 2007		49,636	Series B preferred shares	$101.14
SAIF	May 23, 2008		57,875	Series C preferred shares	$107.88
Helion Venture	May 23, 2008		15,331	Series C preferred shares	$107.88
Tiger Global Private Investment Partners V, L.P.	May 23, 2008		53,764	Series C preferred shares	$107.88
Lee Fixel	May 23, 2008		927	Series C preferred shares	$107.88
Feroz Dewan	May 23, 2008		927	Series C preferred shares	$107.88
Sierra Ventures VIII-A, L.P.	May 23, 2008		9,826	Series C preferred shares	$107.88
Sierra Ventures VIII-B, L.P.	May 23, 2008		96	Series C preferred shares	$107.88
Sierra Ventures Associates VIII, LLC	May 23, 2008		299	Series C preferred shares	$107.88
Rajesh Magow	June 17, 2009		4,600	Ordinary shares	$14.84
Amit Saberwal	June 19, 2009		480	Ordinary shares	$9.75
Venkatesh Bhardwaj	June 19, 2009		170	Ordinary shares	$9.75
Certain current and former non-executive directors	June 25, 2009		8,338	Options to purchase ordinary shares	Exercise price of $0.01
Certain employees	June 25, 2009		8,398	Options to purchase ordinary shares	Exercise price of $9.75
Certain directors, executive officers and other employees	June 25, 2009		39,212	Options to purchase ordinary shares	Exercise price of $10.50
Rajesh Magow	June 25, 2009		9,107	Options to purchase ordinary shares	Exercise price of $14.84
Certain executive officers and employees	June 25, 2009		35,760	Options to purchase ordinary shares	Exercise price of $39.53
Certain executive officers and employees	June 25, 2009		12,750	Options to purchase ordinary shares	Exercise price of $101.14
Certain employees	June 25, 2009		2,375	Options to purchase ordinary shares	Exercise price of $107.88
Executive officer	December 1, 2009		5,000	Options to purchase ordinary shares	Exercise price of $10.50
Executive officer	January 4, 2010		9,000	Options to purchase ordinary shares	Exercise price of $10.50
Former employee	April 28, 2010		1,000	Ordinary shares upon the exercise of vested options	Exercise price of $39.53
Former employee	May 25, 2010		75	Ordinary shares upon the exercise of vested options	Exercise price of $107.88
Former non-executive director	July 13, 2010		2,899	Ordinary shares upon the exercise of vested options	Exercise price of $0.01

II-2

Item 8.   Exhibits and Financial Statement Schedules

(a)  Exhibits

See Exhibit Index beginning on page II-7 of this registration statement.

(b)  Financial Statement Schedules

All supplement schedules are omitted because of the absence of conditions under which they are required or because the information is shown in the financial statements or notes thereto.

Item 9.   Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Gurgaon, Haryana, India, on August 9, 2010.

MakeMyTrip Limited

By:  /s/  Deep Kalra

Name: Deep Kalra

Title: Group Chairman and Group Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities held on August 9, 2010.

Signature	Title
/s/  Deep Kalra Deep Kalra	Group Chairman and Group Chief Executive Officer
/s/  Rajesh Magow Rajesh Magow	Group Chief Financial Officer (group principal financial officer and group principal accounting officer)
* Ravi Adusumalli	Director
* Sanjeev Aggarwal	Director
* Aditya Tim Guleri	Director
* Philip C. Wolf	Director
* Vivek N. Gour	Director
* Frederic Lalonde	Director
* Gyaneshwarnath Gowrea	Director
* Mohammad Akhtar Janally	Director

II-4

Signature	Title
* Jonathan I. Huang	Authorized Representative in the United States
*By: /s/  Deep Kalra Deep Kalra Attorney-in-Fact

II-5

MAKEMYTRIP LIMITED

EXHIBIT INDEX

No.	Description
1.1	Form of underwriting agreement.**
3.1	Form of Constitution of MakeMyTrip Limited (effective upon the closing of this offering).**
4.1	Form of ordinary share certificate.**
5.1	Opinion of Conyers Dill & Pearman (Mauritius) Limited.**
8.1	Opinion of Conyers Dill & Pearman (Mauritius) Limited as to certain Mauritian tax matters.**
8.2	Opinion of Latham & Watkins LLP as to certain US tax matters.
10.1.1	Amended and Restated MakeMyTrip.com 2001 Equity Option Plan.**
10.1.2	MakeMyTrip 2010 Share Incentive Plan.**
10.2	Third Amended and Restated Shareholders Agreement dated May 20, 2008 by and among the shareholders named therein and our company.**
10.3	Fourth Amended and Restated Shareholders Agreement dated July 16, 2010 by and among the shareholders named therein and our company.**
10.4	Subscriber Agreement dated February 4, 2009 (effective as of February 1, 2009), by and between MMT India and Amadeus India Pvt. Ltd.**#
10.5	Passenger Sales Agency Agreement dated August 30, 2002 by and between MMT India and each IATA member, represented by the Director General of IATA.**
10.6.1	Business Process Outsourcing Services Agreement dated March 5, 2008 by and between MMT India and IBM Daksh Business Process Services Private Limited, or IBM Daksh.**
10.6.2	Statement of Work dated March 5, 2008 by and between MMT India and IBM Daksh, or the IBM Statement of Work.**#
10.6.3	First Amendment to the IBM Statement of Work dated July 16, 2008 (effective as of March 5, 2008), by and between MMT India and IBM Daksh.**#
10.6.4	Second Amendment to the IBM Statement of Work dated July 28, 2009 (effective as of May 1, 2009), by and between MMT India and IBM Daksh.**#
10.7.1	Services Agreement, or the Tecnovate Services Agreement, dated March 25, 2009 by and between MMT India and Tecnovate eSolutions Private Limited, or Tecnovate.**#
10.7.2	Amendment to the Tecnovate Services Agreement dated June 4, 2010 (effective as of March 24, 2010), by and between MMT India and Tecnovate.**#
10.8	Master Services Agreement dated July 6, 2009 by and between MMT India and RightNow Technologies, Inc.**
10.9	Lease deed for Plot Number 103, Udyog Vihar, Phase 1, Gurgaon, Haryana 122016, India dated October 25, 2007.**
10.10	Sanction Letter for Working Capital Facilities dated September 7, 2009 by and between MMT India and HDFC Bank (including letter of amendment).**
10.11	Form of director and executive officer indemnification agreement.**
21.1	List of subsidiaries of MakeMyTrip Limited.**
23.1	Consent of Conyers Dill & Pearman (Mauritius) Limited (see Exhibit 5.1).
23.2	Consent of Latham & Watkins LLP (see Exhibit 8.2).
23.4	Consent of KPMG, registered public accounting firm.
24.1	Power of Attorney.**

**	Previously filed.
#	Confidential treatment being requested.

II-6

EX-8.2

EXHIBIT 8.2

	53rd at Third 885 Third Avenue New York, New York 10022-4834 Tel: +1.212.906.1200 Fax: +1.212.751.4864
	www.lw.com
LATHAM &  WATKINS LLP	FIRM / AFFILIATE OFFICES
	Abu Dhabi	Moscow
	Barcelona	Munich
	Beijing	New Jersey
	Brussels	New York
August 9, 2010	Chicago Doha	Orange County Paris
	Dubai	Riyadh
	Frankfurt	Rome
	Hamburg	San Diego
	Hong Kong	San Francisco
	Houston	Shanghai
	London	Silicon Valley
MakeMyTrip Limited 103 Udjog Vihar, Phase 1 Gurgaon, Haryana 122 016 India	Los Angeles Madrid Milan	Singapore Tokyo Washington, D.C.

     Re: Registration Statement on Form F-1

Ladies and Gentlemen:

     We have acted as special U.S. counsel to MakeMyTrip Limited, a public company limited by shares organized under the laws of the Republic of Mauritius (the “Company”), in connection with the proposed public offering of ordinary shares (the “Shares”), of the Company pursuant to the registration statement on Form F-1 under the Securities Act of 1933, as amended (the “Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 26, 2010, as amended to date (the “Registration Statement”). You have requested our opinion concerning the statements in the Registration Statement under the caption “Taxation—US Federal Income Taxation.”

     The facts, as we understand them, and upon which with your permission we rely in rendering the opinion herein, are set forth in the Registration Statement and the Company’s responses to our examinations and inquiries.

     In our capacity as counsel to the Company, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation, or audit of the facts set forth in the above-referenced documents.

     We are opining herein as to the effect on the subject transaction only of the federal income tax laws of the United States and we express no opinion with respect to the applicability

August 9, 2010
Page 2

LATHAM &  WATKINS LLP

thereto, or the effect thereon, of other federal laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.

     Based on such facts and subject to the limitations set forth in the Registration Statement, the statements of law or legal conclusions in the Registration Statement under the caption “Taxation—US Federal Income Taxation” constitute the opinion of Latham & Watkins LLP as to the material United States federal income tax consequences of an investment in the Shares.

     No opinion is expressed as to any matter not discussed herein.

     This opinion is rendered to you as of the date of this letter, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the Registration Statement may affect the conclusions stated herein.

     This opinion is furnished to you, and is for your use in connection with the transactions set forth in the Registration Statement.

     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the captions “Taxation” and “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

EX-23.4

EXHIBIT 23.4

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
Make My Trip Limited

We consent to the use of our report included herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG

Gurgaon, India

August 9, 2010