EX-99.5 6 mmyt-ex995_85.htm EX-99.5 mmyt-ex995_85.htm

 

Exhibit 99.5

MakeMyTrip Limited

Financial Statements

March 31, 2018 and 2017

With Independent Auditors’ Report Thereon

 

 


 

MakeMyTrip Limited

Financial Statements

March 31, 2018 and 2017

 

Table of Contents

Page

 

 

Corporate Data

3

 

 

Corporate Governance Report

4 – 13

 

 

Commentary of the Directors

14

 

 

Certificate from the Secretary

15

 

 

Independent Auditors’ Report

16 –19

 

 

Statement of Financial Position

20

 

 

Statement of Profit or Loss and Other  Comprehensive Income (Loss)

21

 

 

Statement of Changes in Equity

22– 23

 

 

Statement of Cash Flows

24

 

 

Notes to the Financial Statements

25 – 64

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2


 

MakeMyTrip Limited

Corporate Data

 

S. No.

 

Name of Director

 

Date of Appointment

 

Date of Resignation

1

 

Deep Kalra

 

October 9, 2001

 

2

 

Aditya Tim Guleri

 

April 03, 2007

 

3

 

Gyaneshwarnath Gowrea

 

February 11, 2009

 

4

 

Vivek Narayan Gour

 

May 01, 2010

 

5

 

Rajesh Magow

 

November 06, 2012

 

6

 

James Jianzhang Liang

 

January 27, 2016

 

7

 

Oliver Minho Rippel

 

January 31, 2017

 

8

 

Patrick Luke Kolek

 

January 31, 2017

 

9

 

Charles St Leger Searle

 

January 31, 2017

 

10

 

Yuvraj (Raj) Thacoor

 

January 31, 2017

 

April 30, 2018

11

 

Paul Laurence Halpin

 

April 30, 2018

 

 

Corporate Secretary

C/o SGG Corporate Services (Mauritius) Ltd (formerly known as CIM CORPORATE SERVICES LTD)

33, Edith Cavell Street

Port Louis, 11324

Republic of Mauritius

Registered office

C/o SGG Corporate Services (Mauritius) Ltd (formerly known as CIM CORPORATE SERVICES 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 Mauritius. The address of the Company’s registered office is C/o SGG Corporate Services (Mauritius) Ltd, 33, Edith Cavell Street, Port Louis, 11324, Republic of Mauritius. As at March 31, 2018, the Company had Seven (7) significant subsidiaries as mentioned below:

 

Sr. No.

 

Name of Subsidiary

 

Date of Incorporation

 

Place of Incorporation

1.

 

MakeMyTrip (India) Private Limited

 

April 13, 2000

 

India

2.

 

MakeMyTrip Inc.

 

April 30, 2000

 

United States of America

3.

 

Luxury Tours & Travel Pte Ltd

 

July 17, 1985

 

Singapore

4.

 

Luxury Tours (Malaysia) Sdn. Bhd.

 

July 7, 2011

 

Malaysia

5.

 

ITC Bangkok Co., Ltd.

 

December 20, 1999

 

Thailand

6.

 

Ibibo Group Holdings (Singapore) Pte. Ltd.

 

November 30, 2012

 

Singapore

7.

 

Ibibo Group Private Limited

 

March 23, 2012

 

India

 

The Board of Directors

The Board is composed of Ten (10) directors coming from different sectors. Every director has drawn from his professional background and expertise in positively contributing to the board’s activities. The Board is currently made up of eight non-executive directors.

Yuvraj (Raj) Thacoor resigned from our board of directors with effect from April 30, 2018. Paul Laurence Halpin appointed to our board of directors with effect from April 30, 2018, as nominee of MIH Internet SEA Pte. Ltd. (MIH Internet). Our board of directors has determined that Mr. Halpin is an independent director within the meaning of the Nasdaq Marketplace Rules or the Nasdaq Rules.

Directors

Independent

1. Vivek Narayan Gour

2. Aditya Tim Guleri

3. Paul Laurence Halpin

Non-Executive

1. Gyaneshwarnath Gowrea

2. James Jianzhang Liang

3. Oliver Minho Rippel

4. Patrick Luke Kolek

5. Charles St Leger Searle

6. Yuvraj (Raj)Thacoor

7. Vivek Narayan Gour

8. Aditya Tim Guleri

Executive

1. Deep Kalra

2. Rajesh Magow

The Board is responsible for directing the affairs of the Company in the best interests of shareholders, in conformity with legal and regulatory framework, and consistent with its constitution and best governance practices.

4


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

The Board of Directors (Continued)

The Directors profile

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

 

1.

Deep Kalra is our founder, group chairman and group chief executive officer and was appointed to our board of directors on October 9, 2001. Mr. Kalra’s responsibilities as group chief executive officer include executing our business strategy and managing the overall performance and growth of our company. Mr. Kalra has over 26 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 serves on the board of a The IndUS Entrepreneurs’ New Delhi – NCR Chapter, a global, not-for-profit organization focused on promoting entrepreneurship, and was their immediate past president. He is a co-founder of Ashoka University, a liberal arts college in Sonepat, near New Delhi and serves on their board and governing council. 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 chief executive officer — India 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 25 years of experience in the information technology and Internet industries. After having been a part of our senior management team in 2001 for a few months, Mr. Magow worked as a part of senior management at Tecnovate eSolutions Private Limited, a wholly-owned subsidiary of eBookers.com (a United Kingdom-based online travel company that was listed on NASDAQ until it was acquired by the Cendant group in February 2005) from 2001 to June 2006. Before leaving Tecnovate eSolutions, he was the acting chief executive officer of that company.

Mr. Magow was part of the senior management team that set up eBookers’ call center and back office operations in India and was a board member of Tecnovate from January 2001 to June 2006. Prior to Tecnovate, he also worked with Aptech Limited and Voltas Limited. Mr. Magow rejoined our company in 2006. He also served on the board of Flipkart Limited as an independent director from March 2011 to May 2015 and was again appointed as an independent director in June 2017. Mr. Magow is a qualified chartered accountant from the Institute of Chartered Accountants of India.

5


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

The Board of Directors (Continued)

The Directors profile (Continued)

 

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 a Managing Director of Sierra Ventures. Mr. Guleri’s investment focus is information technology software companies. Additionally, Mr. Guleri has helped execute Sierra’s India strategy and investments. As a venture capitalist, Mr. Guleri has helped to complete strategic exits from numerous companies including several public companies. Mr. Guleri currently serves on the board of directors of Alpine Data Labs, Hired, LeadGenius, Nexenta, Phenom People, Shape Security, Townsquared, Treasure Data and Zycada. Prior to Sierra, Mr. Guleri founded and served as chief executive officer of Octane Software from 1996 to 2000. He successfully led Octane’s merger with Epiphany (NASDAQ: EPNY) in 2000. Before Octane, Mr. Guleri was vice president of field operations at Scopus Technology. Mr. Guleri holds a Master of Science degree in Engineering and Operating Research from Virginia Polytechnic Institute and State University; and a Bachelor of Science degree in Electrical Engineering from Punjab Engineering College, Chandigarh, India. The business address of Mr. Guleri is 2884 Sand Hill Road, Suite 100, Menlo Park, CA 94025, United States.

 

4.

Vivek N. Gour was appointed to our board of directors on May 1, 2010. He was the managing director of Air Works India Engineering Pvt Ltd. from November 2010 till February 2018. Prior to joining our board of directors, Mr. Gour was the chief financial officer and principal accounting officer of Genpact Limited from January 2005 to February 2010; Genpact is listed on the New York Stock Exchange. From October 2003 to December 2004, Mr. Gour served as chief financial officer for GE Capital Business Processes. From October 2002 to September 2003, he served as chief financial officer of GE Capital India and GE Capital International Services. Mr. Gour has a Bachelor of Commerce degree from Mumbai University, India, and a Master of Business Administration from Delhi University, India. The business address of Mr. Gour is 1203 Magnolias, DLF Golf Link, Gurugram – 122009, Haryana, India.

 

5.

Gyaneshwarnath Gowrea was appointed to our board of directors on February 11, 2009 and is one of our resident directors in Mauritius. Mr. Gowrea is the chairman of the taxation sub-committee of Global Finance Mauritius, vice chairman of the International Fiscal Association (Mauritius Branch) and an international tax affiliate of the Chartered Institute of Taxation. He was the managing director of Multiconsult Limited from 2009 to 2011. From 2007 to 2008, he was director of AAA Global Services Ltd. and from 1999 to 2006 he was a manager with Cim Global Business. Mr. Gowrea completed his secondary education at John Kennedy College in Mauritius and holds a Master of Science in Accounting from De Monfort University in Leicester, UK and a Diploma in International Taxation. In addition, he holds various professional qualifications, including being a fellow of the Association of Chartered Certified Accountants, United Kingdom, a fellow member of the Mauritius Institute of Directors and a member of Society of Trust and Estate Practitioners, United Kingdom. Mr. Gowrea is also a member of the Board of the Mauritius Institute of Directors, or the MIOD and chairs the Audit and Risk Committee of the MIOD. The business address of Mr. Gowrea is c/o SGG Corporate Services (Mauritius) Ltd, 33 Edith Cavell Street, Port Louis, Mauritius.

6


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

The Board of Directors (Continued)

The Directors profile (Continued)

 

6.

James Jianzhang Liang was appointed to our board of directors on January 27, 2016, as a nominee of Ctrip. He is one of the co-founders of Ctrip and is currently serving as the chairman of its board of directors. Prior to founding Ctrip, Mr. Liang held a number of technical and managerial positions with Oracle Corporation from 1991 to 1999 in the United States and China, including the head of the ERP consulting division of Oracle China from 1997 to 1999. Mr. Liang currently serves on the boards of Tuniu (NASDAQ: TOUR) and SINA Corporation (NASDAQ: SINA). Mr. Liang received his Ph.D. degree from Stanford University and his Master’s and Bachelor’s degrees from Georgia Institute of Technology. He also attended an undergraduate program at Fudan University. The business address of Mr. Liang is Building 16, SKY SOHO, No. 968 Jinzhong Road, Shanghai, PRC 200335.

 

7.

Oliver Minho Rippel was appointed to our board of directors on January 31, 2017, as a nominee of MIH Internet. He is chief executive officer of B2C e-commerce for Naspers which includes retail, marketplaces and travel. He joined Naspers in January 2009 as head of business development in Southeast Asia before managing e-commerce in Africa and Middle East shortly thereafter. From 2011 to 2014 he oversaw e-commerce in Southeast Asia, India and Africa. Between 2014 and 2015, he was managing online services segments including e-tail outside of Europe, travel, real estate, and mobile services. Before working for Naspers Limited, Mr. Rippel spent nine years at eBay – first in his home country Germany and then as part of the Asia-Pacific region in China, Korea, and South-East Asia. There, he mostly focused on strategy and business development, as well as category management and marketing operations. Mr. Rippel studied economics in Berlin, Germany. The business address of Mr. Rippel is Unit 13-10, Parkview Square, 600 North Bridge Road, Singapore.

 

8.

Patrick Luke Kolek was appointed to our board of directors on January 31, 2017, as a nominee of MIH Internet. He joined Naspers in 2014 as chief financial officer of e-commerce and was appointed chief operating officer of Naspers in July 2016. As group chief operating officer, Mr. Kolek is focused on aligning group strategy with company objectives, leading core business activities and strategic initiatives such as large acquisitions and divestitures.

Mr. Kolek has more than 20 years’ experience in executing business growth and development strategies for hyper growth organizations. Prior to joining Naspers, Mr. Kolek spent 10 years at eBay, most recently as vice president and chief financial officer of eBay International and previously as the chief operating officer of eBay Classifieds. Mr. Kolek holds a bachelor’s degree in commerce from Santa Clara University and is a certified public accountant. The business address of Mr. Kolek is Taurusavenue 105, 2132 LS, Hoofddorp, The Netherlands.

7


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

The Board of Directors (Continued)

The Directors profile (Continued)

 

9.

Charles St Leger Searle was appointed to our board of directors on January 31, 2017, as a nominee of MIH Internet. He is chief executive officer of Naspers Internet Listed Assets. Mr. Searle serves on the board of several companies associated with the Naspers Group, including Tencent Holdings Limited, listed on the Stock Exchange of Hong Kong, and Mail.ru Group Limited that is listed on the London Stock Exchange. Prior to joining the Naspers Group in Hong Kong, he held positions at Cable & Wireless plc and at Deloitte & Touche in London and Sydney. Mr. Searle is a graduate of the University of Cape Town and a member of the Institute of Chartered Accountants in Australia and New Zealand. Mr. Searle has more than 22 years of international experience in the telecommunications and internet industries. The business address of Mr. Searle is Room 2908, 29/F, Three Pacific Place, 1 Queen’s Road East, Hong Kong.

 

10.

Paul Laurence Halpin was appointed to our board of directors on April 30, 2018. Mr. Halpin currently serves as the general representative for Lloyd’s of London in Mauritius. Mr. Halpin held various leadership positions in the financial services industry at PricewaterhouseCoopers from 1979 until 2004. Between 2004 to 2011, Mr. Halpin established and sold a number of international healthcare and insurance outsourcing businesses in Mauritius. He also served as a nonexecutive director on the Government of Mauritius’ Board of Investment between 2005 to 2010. Mr. Halpin is an independent non-executive director on the boards of Gamma Civic Ltd, Kolos Cement Ltd and Lottotech Ltd., which are listed on the Stock Exchange of Mauritius. He also serves as an independent non-executive director of other unlisted companies and funds, including Gamma Construction Ltd, Citicc (Africa) Holdings Ltd, RMB Westport Real Estate Development Fund Ltd and several companies within the Multichoice International Holdings group. Mr. Halpin holds a Bachelor of Commerce degree from University College Dublin. He is also a chartered accountant and a Fellow of the Institute of Chartered Accountants in Ireland. The business address of Mr. Halpin is 1st Floor, Riverview Commercial Centre, Les Gorges Road, Black River, 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

Our audit committee consists of Messrs. Vivek N. Gour and Aditya Tim Guleri and is chaired by Mr. Gour. Each member of the audit committee satisfies the independence requirements of Rule 5605 of the Nasdaq Marketplace Rules or the Nasdaq Rules and the independence requirements of Rule 10A-3 under the Exchange Act. Our board of directors also has determined that Mr. Gour qualifies as an audit committee financial expert within the meaning of the SEC rules. Our audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. Our audit committee is responsible for, among other things:

 

selecting our independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by our independent auditors;

 

regularly reviewing the independence of our independent auditors;

 

reviewing all related party transactions on an ongoing basis;

 

discussing the annual audited financial statements with management and our independent auditors;

 

annually reviewing and reassessing the adequacy of our audit committee charter;

 

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 internal and independent auditors; and

 

reporting regularly to our full board of directors.

Under the Terms of Issue, at any time the Permitted Holders (as defined in the Terms of Issue) beneficially own 10% or more of our issued and outstanding voting securities and no Class B director serves on the audit committee, the Class B Members shall have the right to appoint a representative to attend audit committee meetings as an observer. On January 31, 2017, our board of directors approved the appointment of Mr. Patrick Luke Kolek as a non-voting observer to the Audit Committee.

Our audit committee currently comprises of three independent directors. As a foreign private issuer, we are permitted to follow home country corporate governance practices under Rule 5615(a)(3) of the Nasdaq Stock Market, Marketplace Rules. Our home country practice differs from Rule 5605(c)(2)(A) of the Nasdaq Stock Market, Marketplace Rules regarding the size of our audit committee, because our Company, as a holder of a GBC1 issued by the Financial Services Commission of Mauritius, is not required under Mauritian law to have an audit committee of at least three members.

9


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

Committees of the Board of Directors (Continued)

Compensation Committee

Our compensation committee consists of Messrs. Vivek N. Gour, Aditya Tim Guleri, James Jianzhang Liang and Oliver Minho Rippel and is chaired by Mr. Gour. On January 31, 2017, our board of directors approved the appointment of Mr. Oliver Minho Rippel as a member of the compensation committee. Messrs. Gour, Guleri, Liang and Rippel satisfy the independence requirements of Rule 5605 of the Nasdaq Stock Market, Marketplace Rules. Our compensation committee assists our board of directors in reviewing and approving the compensation structure of our directors and executive officers, including all forms of compensation to be provided to our directors and executive officers. Members of the compensation committee are not prohibited from direct involvement in determining their own compensation. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

 

reviewing the compensation plans, policies and programs adopted by the management;

 

reviewing and approving the compensation package for our executive officers;

 

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 periodically and making recommendations to the board regarding any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

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 Stock Market, Marketplace Rules. Our home country practice differs from Rule 5605(e) of the Nasdaq Stock Market, Marketplace Rules regarding implementation of a nominations committee charter or board resolution, because our company, as a holder of a GBC1 issued by the Financial Services Commission of Mauritius, is not required under Mauritius law to establish a nominations committee.

10


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

Duties of Directors

Under Mauritius law, 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 law 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 financial statements.

Share price information

The following table shows:

the reported high and low trading prices quoted in US dollars for our ordinary shares on the  Nasdaq Global Market.

11


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

Share price information (Continued)

 

 

 

Nasdaq Global Market

Price

Per Ordinary Share

 

Period

 

High

 

 

Low

 

Fiscal Year

 

 

 

 

 

 

 

 

2016

 

$

24.04

 

 

$

11.97

 

2017

 

$

37.35

 

 

$

13.69

 

2018

 

$

40.90

 

 

$

22.40

 

Fiscal Quarter

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

1st Quarter

 

$

24.04

 

 

$

23.27

 

2nd Quarter

 

$

20.81

 

 

$

11.97

 

3rd Quarter

 

$

19.05

 

 

$

13.55

 

4th Quarter

 

$

22.99

 

 

$

14.88

 

2017

 

 

 

 

 

 

 

 

1st Quarter

 

$

20.20

 

 

$

13.69

 

2nd Quarter

 

$

23.80

 

 

$

14.41

 

3rd Quarter

 

$

31.90

 

 

$

19.75

 

4th Quarter

 

$

37.35

 

 

$

22.40

 

2018

 

 

 

 

 

 

 

 

1st Quarter

 

$

40.90

 

 

$

28.65

 

2nd Quarter

 

$

36.15

 

 

$

27.35

 

3rd Quarter

 

$

30.90

 

 

$

22.40

 

4th Quarter

 

$

36.38

 

 

$

27.60

 

Month

 

 

 

 

 

 

 

 

2017

 

 

 

 

 

 

 

 

December

 

$

30.75

 

 

$

26.65

 

2018

 

 

 

 

 

 

 

 

January

 

$

32.90

 

 

$

28.60

 

February

 

$

34.45

 

 

$

27.60

 

March

 

$

36.80

 

 

$

30.95

 

April

 

$

37.20

 

 

$

31.85

 

May

 

$

38.10

 

 

$

32.60

 

June

 

$

41.70

 

 

$

33.90

 

July

 

$

38.75

 

 

$

32.10

 

August(1)

 

$

35.15

 

 

$

27.55

 

       ____________      

      

       Note: (1) Until August 28, 2018

Directors’ liability insurance

We have taken directors’ and officers’ liability insurance of coverage of USD 30 Million from The Mauritius Union Assurance Company Limited Mauritius. This policy is effective till July 2019 and will be renewed thereafter.

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.

12


 

MakeMyTrip Limited

Corporate Governance Report (Continued)

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 GBL 1 certificate – which is investment activities.

Auditors Report and Accounts

The auditors’ report is set out on pages 16 to 20 and the profit or loss and other comprehensive income (loss) is set out on page 21 of these financial statements.

Audit fees

Audit fees payable to KPMG for the year amounted to USD 12,200 (2017: USD 11,800).

Appreciation

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

13


 

MakeMyTrip Limited

Commentary of the Directors

Results

The results for the years ended March 31, 2017 and 2018 are as follows:

 

 

 

(in ‘USD 000’)

 

 

 

For the year ended March 31

 

Particulars

 

2017

 

 

2018

 

Total income

 

 

 

 

 

 

Total expenses

 

 

(9,063

)

 

 

(4,215

)

Finance income

 

 

44,022

 

 

 

4,337

 

Finance cost

 

 

(15,027

)

 

 

(23

)

Impairment in respect of investment in subsidiaries

 

 

(65,727

)

 

 

(12,600

)

Taxation – provision for current year

 

Nil

 

 

Nil

 

Taxation – provision for previous year

 

Nil

 

 

Nil

 

Loss for the year

 

 

(45,795

)

 

 

(12,501

)

 

Statement of Directors’ responsibilities in respect of the financial statements

Company law requires the directors to prepare financial statements for each financial year, which present fairly the financial position, financial performance and the 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 financial statements are in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act.

The directors confirm that they have complied with the above requirements in preparing the 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.

14


 

MakeMyTrip Limited

CERTIFICATE FROM THE SECRETARY

To the member of MakeMyTrip Limited under section 166(d) of the Mauritius Companies Act.

We certify to the best of our knowledge and belief that we have filed with the Registrar of Companies all such returns as are required of MakeMyTrip Limited under the Mauritius Companies Act for the year ended March 31, 2018.

 

 

For SGG Corporate Services (Mauritius) Ltd

Corporate Secretary

Registered office:

C/o SGG Corporate Services (Mauritius) Ltd

33, Edith Cavell Street,

Port Louis, 11324

Republic of Mauritius

Date: September 7, 2018

15


 

 

 

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF MAKEMYTRIP LIMITED

Report on the Audit of the Financial Statements

 

Opinion

We have audited the financial statements of MakeMyTrip Limited (Company) which comprise the statement of financial position as at 31 March 2018, and the statement of profit or loss and other comprehensive income (loss), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, as set out on pages 20 to 64.

In our opinion, these financial statements give a true and fair view of the financial position of MakeMyTrip Limited as at 31 March 2018, and of its financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with International Ethics Standards Board for Accountants Code of Ethics for Professional Accountants (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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have determined that there are no key audit matters to communicate in our report.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16


 

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF MAKEMYTRIP LIMITED

 

Report on the Audit of the Financial Statements (Continued)

Other Information

The directors are responsible for the other information. The other information comprises the Corporate Data, Corporate Governance Report, Commentary of Directors and Certificate from the Secretary, which we obtained prior to the date of this report. The other information does not include the financial statements and our auditors’ report thereon.

Our opinion on the financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the 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.

Responsibilities of the Directors for the Financial Statements

The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with International Financial Reporting Standards and in compliance with the requirements of the Mauritius Companies Act, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the 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 Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

 

Identify and assess the risks of material misstatement of the 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.

 

 

17


 

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF MAKEMYTRIP LIMITED

Report on the Audit of the Financial Statements (Continued)

 

Auditors’ Responsibilities for the Audit of the Financial Statements (Continued)

 

 

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 auditors’ report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the 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.

We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the 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.

Other Matter

This report is made solely to the Company’s members, as a body, in accordance with Section 205 of the Mauritius Companies Act. Our audit work has been undertaken so that we might state to the Company’s members, as a body, those matters that we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

18


 

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF MAKEMYTRIP LIMITED

Report on the Audit of the Financial Statements (Continued)

Report on Other Legal and Regulatory Requirements

Mauritius Companies Act

We have no relationship with or interests in the Company other than in our capacity as auditors.

We have obtained all the information and explanations we have required.  

In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.

 

 

 

 

KPMG

Wayne Pretorius

Ebène, Republic of Mauritius

Licensed by FRC

 

Date: September 7, 2018

 

 

 

 

19


 

MakeMyTrip Limited

Statement of Financial Position

 

(Amounts in USD thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at March 31

 

 

 

Note

 

 

2017

 

 

2018

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Intangible assets

 

 

 

 

 

 

83

 

 

 

83

 

Investment in subsidiaries

 

 

8

 

 

 

1,334,732

 

 

 

1,507,646

 

Investment in associates

 

 

9

 

 

 

19,138

 

 

 

19,138

 

Other investments

 

 

10

 

 

 

5,791

 

 

 

6,170

 

Trade and other receivables, net

 

 

11

 

 

 

63,192

 

 

 

79,908

 

Term deposits

 

 

12

 

 

 

20,000

 

 

 

 

Other non-current assets

 

 

13

 

 

 

15,100

 

 

 

 

Total non-current assets

 

 

 

 

 

 

1,458,036

 

 

 

1,612,945

 

Trade and other receivables, net

 

 

11

 

 

 

23,983

 

 

 

37,061

 

Term deposits

 

 

12

 

 

 

71,313

 

 

 

200,071

 

Other current assets

 

 

14

 

 

 

513

 

 

 

17,204

 

Cash and cash equivalents

 

 

15

 

 

 

44,434

 

 

 

91,235

 

Total current assets

 

 

 

 

 

 

140,243

 

 

 

345,571

 

Total assets

 

 

 

 

 

 

1,598,279

 

 

 

1,958,516

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

Share capital

 

 

16

 

 

 

46

 

 

 

52

 

Share premium

 

 

16

 

 

 

1,607,373

 

 

 

1,960,691

 

Reserves

 

 

 

 

 

 

952

 

 

 

3,232

 

Accumulated deficit

 

 

 

 

 

 

(72,233

)

 

 

(84,671

)

Share based payment reserve

 

 

 

 

 

 

61,410

 

 

 

78,804

 

Total equity

 

 

 

 

 

 

1,597,548

 

 

 

1,958,108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other payables

 

 

19

 

 

 

731

 

 

 

408

 

Total current liabilities

 

 

 

 

 

 

731

 

 

 

408

 

Total liabilities

 

 

 

 

 

 

731

 

 

 

408

 

Total equity and liabilities

 

 

 

 

 

 

1,598,279

 

 

 

1,958,516

 

 

These financial statements have been approved by the Board of Directors on September 7, 2018 and signed in its behalf by:

 

        /s/ Rajesh Magow

 

        /s/ Gyaneshwarnath Gowrea

Director

 

Director

The notes on pages 25 to 64 form an integral part of these financial statements.

20


 

MakeMyTrip Limited

Statement of Profit or Loss and Other Comprehensive Income (Loss)

 

(Amounts in USD thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the year ended March 31

 

 

 

Note

 

 

2017

 

 

2018

 

Other operating expenses

 

 

6

 

 

 

(9,063

)

 

 

(4,215

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operating activities

 

 

 

 

 

 

(9,063

)

 

 

(4,215

)

Finance income

 

 

7

 

 

 

44,022

 

 

 

4,337

 

Finance costs

 

 

7

 

 

 

(15,027

)

 

 

(23

)

Net finance income

 

 

 

 

 

 

28,995

 

 

 

4,314

 

Impairment in respect of investment in subsidiaries

 

8(b), 8(d)

 

 

 

(65,727

)

 

 

(12,600

)

Loss for the year

 

 

 

 

 

 

(45,795

)

 

 

(12,501

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

Items that are or may be reclassified subsequently to profit or loss:

 

 

 

 

 

 

 

 

 

 

 

 

Net change in fair value of available-for-sale financial assets

 

 

 

 

 

 

(809

)

 

 

2,280

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss) for the year

 

 

 

 

 

 

(809

)

 

 

2,280

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income (loss) for the year

 

 

 

 

 

 

(46,604

)

 

 

(10,221

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share (in USD)

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

 

 

 

(0.87

)

 

 

(0.12

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

 

 

 

 

 

(0.87

)

 

 

(0.12

)

 

The notes on pages 25 to 64 form an integral part of these financial statements

 

 

21


 

MakeMyTrip Limited

Statement of changes in equity

 

(Amounts in USD thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share

capital

 

 

Share

premium

 

 

Reserve for

own Shares

 

 

Fair Value

reserves /

(deficit)

 

 

Accumulated

deficit

 

 

Share based

payment

reserve

 

 

Total

Equity

 

Balance as at April 1, 2016

 

 

21

 

 

 

248,732

 

 

 

(7,578

)

 

 

1,761

 

 

 

(26,508

)

 

 

37,903

 

 

 

254,331

 

Total comprehensive income (loss) for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(45,795

)

 

 

 

 

 

(45,795

)

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in fair value of available-for-sale financial assets

 

 

 

 

 

 

 

 

 

 

 

(809

)

 

 

 

 

 

 

 

 

(809

)

Total other comprehensive income (loss )

 

 

 

 

 

 

 

 

 

 

 

(809

)

 

 

 

 

 

 

 

 

(809

)

Total comprehensive income (loss) for the year

 

 

 

 

 

 

 

 

 

 

 

(809

)

 

 

(45,795

)

 

 

 

 

 

(46,604

)

Transactions with owners, recorded directly in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions by owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payment (refer to note 20 and 23)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

26,674

 

 

 

26,674

 

Issue of ordinary shares on exercise of share based awards

 

 

1

 

 

 

18,275

 

 

 

 

 

 

 

 

 

 

 

 

(18,105

)

 

 

171

 

Transfer to accumulated deficit on expiry of share based awards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

70

 

 

 

(70

)

 

 

 

Own shares acquired

 

 

 

 

 

 

 

 

(2,050

)

 

 

 

 

 

 

 

 

 

 

 

(2,050

)

Re-issue of own shares upon conversion of convertible notes (refer note 16 and 18)

 

 

 

 

 

999

 

 

 

9,628

 

 

 

 

 

 

 

 

 

 

 

 

10,627

 

Shares issued upon conversion of convertible notes (refer note 16 and 18)

 

 

5

 

 

 

148,101

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

148,106

 

Business acquisition (refer note 8(e))

 

 

19

 

 

 

1,191,266

 

 

 

 

 

 

 

 

 

 

 

 

15,008

 

 

 

1,206,293

 

Total contributions by owners

 

 

25

 

 

 

1,358,641

 

 

 

7,578

 

 

 

 

 

 

70

 

 

 

23,507

 

 

 

1,389,821

 

Balance as at March 31, 2017

 

 

46

 

 

 

1,607,373

 

 

 

 

 

 

952

 

 

 

(72,233

)

 

 

61,410

 

 

 

1,597,548

 

 

 

22

 


 

MakeMyTrip Limited

Statement of changes in equity - (Continued)

 

(Amounts in USD thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share

capital

 

 

Share

premium

 

 

Fair Value reserves

 

 

Accumulated deficit

 

 

Share based payment

reserve

 

 

Total

Equity

 

Balance as at April 1, 2017

 

 

46

 

 

 

1,607,373

 

 

 

952

 

 

 

(72,233

)

 

 

61,410

 

 

 

1,597,548

 

Total comprehensive income (loss) for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year

 

 

 

 

 

 

 

 

 

 

 

(12,501

)

 

 

 

 

 

(12,501

)

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in fair value of available-for-sale financial assets

 

 

 

 

 

 

 

 

2,280

 

 

 

 

 

 

 

 

 

2,280

 

Total other comprehensive income (loss )

 

 

 

 

 

 

 

 

2,280

 

 

 

 

 

 

 

 

 

2,280

 

Total comprehensive income (loss) for the year

 

 

 

 

 

 

 

 

2,280

 

 

 

(12,501

)

 

 

 

 

 

(10,221

)

Transactions with owners, recorded directly in equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributions by owners

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share-based payment (refer to note 20 and 23)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

44,874

 

 

 

44,874

 

Issue of ordinary shares on exercise of share based awards

 

 

1

 

 

 

27,462

 

 

 

 

 

 

 

 

 

(27,417

)

 

 

46

 

Transfer to accumulated deficit on expiry of share based awards

 

 

 

 

 

 

 

 

 

 

 

63

 

 

 

(63

)

 

 

 

Issue of ordinary shares in placement offering (refer note 16)

 

 

5

 

 

 

325,856

 

 

 

 

 

 

 

 

 

 

 

 

325,861

 

Total contributions by owners

 

 

6

 

 

 

353,318

 

 

 

 

 

 

63

 

 

 

17,394

 

 

 

370,781

 

Balance as at March 31, 2018

 

 

52

 

 

 

1,960,691

 

 

 

3,232

 

 

 

(84,671

)

 

 

78,804

 

 

 

1,958,108

 

 

The notes on pages 25 to 64 form an integral part of these financial statements

 

 

23


 

MakeMyTrip Limited

Statement of Cash Flows

 

(Amounts in USD thousands)

 

 

 

 

 

 

 

 

 

 

For the year ended March 31

 

 

 

2017

 

 

2018

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

Loss for the year

 

 

(45,795

)

 

 

(12,501

)

Adjustments for:

 

 

 

 

 

 

 

 

Impairment in respect of  investment in subsidiaries

 

 

65,727

 

 

 

12,600

 

Net finance costs (income)

 

 

(28,995

)

 

 

(4,314

)

Change in trade and other receivables

 

 

(1,458

)

 

 

36

 

Change in other current assets