A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
You should carefully consider all of the information set forth in this section and elsewhere in this Annual Report and in the other documents we file with or furnish to the SEC before deciding to invest in or to maintain an investment in our securities. Our business, financial condition or results of operations could be materially and/or adversely affected by any of these risks, any of which could have an adverse effect on the trading price of our securities. Additional risks not presently known to us or that we currently deem immaterial may also impair our business, financial condition and results of operations.
Summary of Risk Factors
Our business is subject to a number of risks and uncertainties, including those described in Item 3.D. of this Annual Report. If any of those risks are realized, our business, financial condition and results of operations could be materially and adversely affected. Set forth below is a summary list of the key risks to our business:
•declines or disruptions in the travel industry (including due to geopolitical events, airline supply disruptions or global and macroeconomic conditions) have affected, and could in future affect, our business and financial performance;
•our reliance on travel suppliers and our ability to maintain and expand our supplier relationships;
•our ability to obtain additional financing to fund future operational needs and to meet our payment obligations under our 2028 Notes and our 2030 Notes;
•our reliance on distribution partners, GDS service providers, indirect distribution channels and other third parties to operate our business;
•our reliance on information technology (including AI, machine learning and automated decision-making) to operate our business and maintain our competitiveness;
•our ability to expand our business, successfully implement our growth strategies and effectively manage our growth;
•our reliance on the value of our brands;
•our reliance on traffic to our platform to grow our revenue and Gross Bookings;
•our ability to attract, train and retain executives and other qualified employees;
•the potential for disruptive competition in various forms including but not limited to new businesses, business models or technology in the travel industry in India and worldwide;
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•risks associated with changing laws, rules and regulations (including evolving global privacy and data security regulations, regulations applicable to the travel industry and tax laws, rules and regulations) in India and worldwide;
•political, economic and social stability in and around India and other key travel destinations; and
•the other matters described in “D. Risk Factors.”
Risks Related to Our Business and Our Industry
Declines or disruptions in the travel industry, including due to geopolitical events and airline supply disruptions, have in the past adversely affected, and could in the future adversely affect our business and financial performance.
Our business and financial performance is significantly affected by the health of the travel industry in India and worldwide. Factors beyond our control that have in the past and could in the future materially and adversely affect the travel industry and demand in general and negatively affect our business include adverse macroeconomic and geopolitical conditions, changes in supply and pricing, changes in the commercial aviation landscape, fare increases, travel bans or restrictions, travel-related strikes, accidents or labor unrest, terrorism, general civil unrest and political instability, fuel price volatility and bankruptcies or liquidations of our suppliers.
As the domestic Indian air travel industry is concentrated among a small base of domestic airlines, adverse market developments, particularly among the larger domestic airlines, are more likely to impact our business. Go Airlines (India) Limited (“Go First”) being one of our top domestic airline suppliers in certain periods prior to fiscal year 2024, suspended all of its flight operations on May 3, 2023, and was ordered to be liquidated by the National Company Law Tribunal on January 20, 2025. As a result, we recorded an impairment provision for non-financial assets of $10.0 million in fiscal year 2024 in respect of advances for the supply of air tickets provided by us to Go First. Further, in December 2025, there were a significant number of flight delays in India as a result of updated flight duty time limitations enforced by the DGCA. This resulted in exceptional supply side constraints from Indian airline carriers in the domestic market, which impacted revenue from our air ticketing business during the third quarter of fiscal year 2026 and contributed to a decline in domestic air ticketing flight segments from 46.8 million in fiscal year 2025 to 45.9 million in fiscal year 2026.
Additionally, our business is sensitive to safety concerns, and our business, financial condition and results of operations have been, and may in the future be, affected by incidents of actual or threatened terrorism, political instability or conflicts or other factors due to which travelers become concerned about safety, including in the regions we operate. India has also experienced instances of hostilities with neighboring countries from time to time. For example, on April 22, 2025, a terrorist attack in the Baisaran Valley near Pahalgam, Jammu and Kashmir, India resulted in the deaths of a number of civilians and injured numerous others, primarily tourists, resulting in escalating tensions and conflict between India and Pakistan. This led to significant disruptions in the region, including closure of tourist sites and cancellations of travel bookings, as well as significant infrastructure disruptions, including the temporary closure of airports in several Indian cities in northern and western India. Additionally, Pakistan’s closure of its airspace for Indian aircraft and airlines flying to and from India forced rerouting of international flights, increasing travel time, fuel costs and operational complexities for airlines. As a result, our Gross Bookings were muted during the period following the incident on April 22, 2025, until the ceasefire that was agreed between India and Pakistan on May 10, 2025. In addition, the West Asia conflict, which commenced in late February 2026, has resulted in significant regional and global travel disruptions and impacted the performance of our air ticketing business, particularly for international flight segments.
Natural disasters such as earthquakes, tsunamis, floods, landslides, cyclones and droughts, which have occurred in India and elsewhere in the past, can have an adverse impact on economic activity and travel demand in affected areas. Major public health issues, including outbreaks of disease or other epidemics or pandemics, could have a significant negative impact on our travel business. In the past, the COVID-19 pandemic, and efforts to stop the spread of COVID-19, severely restricted the level of economic activity around the world and had an unprecedented significant negative impact on the global travel industry. The COVID-19 pandemic materially impacted our business, financial performance and liquidity position, as well as those of many of the partners on which our business relies.
Such events are outside our control and any future outbreak of contagious diseases or similar adverse public health developments could result in a significant decrease in demand for our travel services.
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The occurrence of such events has resulted in a reduction in the supply of products and services available on our platform, cancellations and disruptions to our customers’ travel plans in the past, which led to a decline in bookings and an increase in cancellations and thus contributed to lower Gross Bookings and revenue. In addition, if we fail to provide timely refunds to customers in connection with booking cancellations, perception of our platform may be adversely impacted, and we may be subject to increased customer complaints and potential litigation. There is no assurance that such events will not occur in the future. If there is a prolonged substantial decrease in travel volumes, for these or any other reasons, our business, financial condition and results of operations could be significantly and adversely affected.
Our business, financial condition and results of operations could be adversely affected by global and macroeconomic conditions.
Perceived or actual adverse economic conditions, including slow, slowing or negative economic growth, increase in unemployment rates, inflation and weakening currencies, the imposition of tariffs by the US on various countries and the countermeasures taken by such countries and any resulting negative impact on the economy in the US and rest of the world, concerns over government responses such as higher taxes and reduced government spending, could impair consumer spending and adversely affect travel demand. Consumer purchases of discretionary items generally decline during periods of recession, high inflation and other periods in which disposable income is adversely affected. As a substantial portion of travel expenditure, for both business and leisure, is discretionary, the travel industry tends to experience weak or reduced demand during economic downturns.
In addition, a significant depreciation of the Indian Rupee as compared to the US dollar or other foreign currencies could make international travel for Indian consumers more expensive. Unfavorable changes in the above factors or in other business and economic conditions affecting our customers could result in fewer reservations made through our platform and could have a material adverse effect on our business, financial condition and results of operations.
The global economy has been adversely impacted by unforeseen events beyond our control including incidents of actual or threatened terrorism, regional hostilities or instability, unusual weather patterns, natural disasters, political instability, wars between countries and health concerns (including epidemics or pandemics), defaults on government debt, tax increases and other matters that could reduce discretionary spending, tightening of credit markets and further decline in consumer confidence. Conflicts, such as those between Russia and Ukraine, Israel and Hamas, and more recently, the conflict between Iran, Israel and the United States and the resultant concerns relating to the security of key maritime transit routes such as the Strait of Hormuz, continue to have a significant impact on prices of oil and other petrochemical products, which adversely impacts the travel industry globally. In addition, the uncertainty of macroeconomic factors and their impact on consumer behavior, which may differ across regions, makes it more difficult to forecast industry and consumer trends and the timing and degree of their impact on our markets and business, which in turn could adversely affect our ability to effectively manage our business and adversely affect our results of operations. The weakness and uncertainty in the global economy have negatively impacted both corporate and consumer spending patterns and demand for travel services, globally and in India, and may continue to do so in the future.
In addition, as an intermediary in the travel industry, our revenue is dependent on the commission structures and commercial arrangements we have with our suppliers, which are subject to modifications and terminations as per the terms of the relevant agreements. During periods of poor economic conditions, suppliers may be incentivized to change existing commission structures, including reductions in base commissions paid by airlines to travel agencies, and promote their own loyalty programs and direct-booking initiatives to attract customers to their own platforms. Such measures could reduce our income and require us to incur increased marketing and sales promotion expenses. A slowdown in economic conditions may also result in a decrease in transaction volumes and adversely affect our revenue. It is difficult to predict the effects of the uncertainty in global economic conditions. If economic conditions worsen globally or in India, our growth plans, business, financial condition and results of operations could be adversely impacted.
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We rely on a limited group of travel suppliers for our air ticketing business. Any adverse changes in such relationships, or our inability to enter into new relationships, could adversely affect our business, financial condition, cash flows and results of operations.
We rely on a limited group of travel suppliers for our air ticketing business, such as airlines that supply to us directly and Global Distribution System (“GDS”) service providers. We do not have exclusive arrangements with any of our air ticketing suppliers and our current arrangements with them may not remain in effect on current or similar terms Certain agreements with travel suppliers may be unilaterally terminated by such suppliers with or without cause, and in some cases without prior notice, which could have an adverse impact on our business and results of operations. In addition, recent developments and consolidation in the Indian aviation industry have resulted in a duopoly in the sector. The two largest airlines in India account for a majority of domestic market share, which could have a significant impact on prices and inventory management. As such, our business is significantly dependent on maintaining our arrangements with our key air ticketing suppliers. See “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business and Our Industry — If we are unable to maintain existing arrangements and establish new arrangements with travel suppliers (including airlines, GDS and other service providers), or if our existing arrangements are terminated or not renewed, our business, financial condition, cash flows and results of operations may be adversely affected.”
If we are unable to maintain existing arrangements and establish new arrangements with travel suppliers (including airlines, GDS and other service providers), or if our existing arrangements are terminated or not renewed, our business, financial condition, cash flows and results of operations may be adversely affected.
Our relationships with our suppliers enable us to offer customers a wide range of travel products and services, and any adverse change in such relationships or inability to establish new relationships could have a material adverse effect on our business, financial condition and results of operations. Our revenue and Adjusted Margin include, among others, commissions, fees and incentives from our travel suppliers for bookings made through our platform. As such, our business is dependent on our ability to maintain our relationships and arrangements with existing suppliers as well as our ability to establish and maintain relationships with new travel suppliers.
We rely on a limited group of travel suppliers for our air ticketing business, such as airlines that supply to us directly and GDS service providers. For more information, see “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business and Our Industry — We rely on a limited group of travel suppliers for our air ticketing business. Any adverse changes in such relationships, or our inability to enter into new relationships, could adversely affect our business, financial condition, cash flows and results of operations”. In addition, we rely on a limited number of travel suppliers and aggregators to provide the majority of our accommodation and other travel products in markets outside India. We could face significant disruptions if our suppliers reduce the number of products or services allocated to us or completely withdraw them from our platform. In addition, some of our suppliers have launched initiatives, such as increased discounting and incentives to encourage direct bookings on their own online platforms. For more information, see “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business and Our Industry — The travel industry in India and worldwide is highly competitive. We face competition from other online travel companies, travel suppliers’ own direct channels, meta-search platforms and AI-enabled travel services, and we may not be able to effectively compete in the future”.
Our agreements with travel suppliers are non-exclusive in nature requiring periodic renewal and can be terminated at the supplier’s option upon 30 to 90 days’ notice. Many of our suppliers, including airlines, are also able to alter the terms of their contracts with us at will or at short notice. Our inability to enter into or renew arrangements with such parties on favorable terms, could reduce the amount, quality, pricing and breadth of the travel products and services that we are able to offer. We also provide indemnities to our travel suppliers for any losses caused directly by an act or omission by us. For example, our agreement with Indian Railways Catering and Tourism Corporation Limited (“IRCTC”), which allows us to transact with Indian Railways’ passenger reservation system through the internet, can be terminated or temporarily suspended by IRCTC without prior notice and at its sole discretion without any compensation for consequential losses on account of such termination. In our agreement with IRCTC, we are required to pay annual maintenance charges, advertising charges for promotional activities undertaken and refundable security deposits which are liable to be forfeited in case of violation of any terms and conditions of the agreement or policy of IRCTC or misuse of IRCTC services, resulting in loss of reputation of IRCTC.
Adverse changes in existing arrangements, including an inability by any travel supplier to fulfill their payment obligations to us in a timely manner, increasing industry consolidation or bankruptcies or liquidations of
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our suppliers can adversely affect our business, financial condition and results of operations. No assurance can be given that our existing agreements or arrangements with our travel suppliers will continue. If we are unable to maintain existing arrangements or retain the same level of products or services from existing suppliers or establish relationships with new suppliers to obtain additional products or services, our ability to cater to our customers’ requirements could be adversely affected. In addition, our travel suppliers may further reduce or eliminate fees or commissions or attempt to charge us for content, terminate our contracts, make their products or services unavailable to us as part of exclusive arrangements with our competitors or default on or dispute their payment or other obligations towards us, any of which could reduce our revenue and Adjusted Margin or may require us to initiate legal or arbitral proceedings to enforce their contractual obligations, which may adversely affect our business, financial condition and results of operations. See also “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business and Our Industry — Some of our travel suppliers may reduce or eliminate commissions, fees and incentives they pay to us, which could adversely affect our business and results of operations”.
The travel industry in India and worldwide is highly competitive. We face competition from other online travel companies, travel suppliers’ own direct channels, meta-search platforms and AI-enabled travel services, and we may not be able to effectively compete in the future.
The online travel aggregator industry in India is highly competitive. We compete with established and emerging providers of travel products and services through various business models. We also face potential competition from payment platforms, online marketplaces, search engines and intermediaries that also offer travel services. Many large, established internet search engines that offer travel services and meta-search companies that can aggregate travel search results also compete with us for customers. Consumers may favor travel services offered by meta-search platforms, search companies or AI chatbots over online travel companies such as ours. To the extent that leading search or meta-search engines disrupt the businesses of online travel agencies or travel content providers by offering comprehensive travel planning or shopping capabilities, or refer those leads to suppliers directly, or to other favored partners, there could be a material adverse impact on our business. To the extent these actions have a negative effect on our search traffic, whether on desktop, tablet or mobile devices, this could reduce traffic to our platform and require us to further increase our marketing and sales promotion expenses and other customer acquisition and inducement costs.
Factors affecting our competitive success include, among other things, brand recognition, depth and breadth of travel offerings, price competitiveness and customer support and satisfaction. Certain of our competitors have launched brand marketing campaigns to increase their visibility with customers. In addition, many large airlines, hotel chains and other travel suppliers have launched initiatives, such as increased discounting, loyalty benefits and incentives, to encourage consumers to book air tickets and accommodations directly through their own distribution channels, such as websites and mobile applications. Increased competition in the travel industry may also require us to significantly increase our spending on marketing and sales promotion expenses to promote transactions. Discounting and couponing coupled with a high degree of consumer shopping behavior is particularly common in Asian markets we operate in, while brand loyalty in such markets is less important. In some cases, our competitors are willing to make little or no profit on a transaction, or offer travel services at a loss, in order to gain market share. Some of our competitors have significantly greater financial, marketing, personnel and other resources than us and certain of our competitors have a longer history of established businesses and reputations in the Indian travel market as compared to us. From time to time, we may be required to reduce convenience fees and commissions charged to our customers or suppliers in order to compete effectively and maintain or gain market share.
Over the years, there has been a proliferation of new channels through which accommodation providers can offer reservations as the market for travel services has evolved. For example, several leading online travel companies now allow alternative accommodation property owners, particularly individuals, to list accommodations on their platforms, which has resulted in direct competition with our alternative accommodation services. We may also face increased competition from new entrants in our industry, some of whom may offer discounted rates and other incentives from time to time. We also compete with competitors who may offer less content, functionality and marketing reach but at a relatively lower cost to suppliers. We cannot assure you that we will be able to successfully compete against existing or new competitors in our existing lines of business as well as new lines of business into which we may venture. If we are not able to compete effectively, our business, financial condition and results of operations may be adversely affected.
Some of our travel suppliers may reduce or eliminate commissions, fees and incentives they pay to us, which could adversely affect our business and results of operations.
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We generate revenue from, among others, commissions and fees from our travel suppliers, as well as incentives from airline suppliers and GDS suppliers. The commissions and incentives under such agreements are primarily linked to the contribution of these suppliers to our revenue. Our incentive programs with travel suppliers are re-negotiated periodically, and in some cases fees or commissions have been reduced. Further, certain agreements provide our suppliers with the right to modify incentives upon short notice to us or to suspend incentives if our revenue contribution falls below a pre-determined threshold. If any of these suppliers reduce or eliminate the commissions and incentives they pay to us, our business, financial condition and results of operations may be adversely affected. Some airlines have recently started to offer air tickets at discounted or lower rates on their own booking platforms. If airlines continue to move away from distribution through GDS service providers and use other distribution channels, it may result in a decrease in our fees or incentives earned from our GDS service providers. Hotel suppliers may seek to renegotiate commission rates or shift inventory allocation to their own direct booking channels or competing platforms. In addition, consolidation among hotel chains and aggregators may increase their bargaining power and reduce the commissions and fees we are able to negotiate. State Road Transport Corporations may unilaterally revise the commission they pay to us. Similar risks apply to our others business, including rail, car hire, and tours and attractions, where suppliers may reduce or eliminate commissions or fees, or seek to increase direct customer engagement through their own platforms. To the extent any of our travel suppliers further reduce or eliminate the commissions or incentive payments they pay to us in the future, our revenue and Adjusted Margin may be significantly impacted. Any increase in convenience fees, to mitigate reductions in or elimination of commissions or otherwise, may also result in a loss of potential customers. Our business would also be negatively impacted if competition or regulation in the travel industry causes us to reduce or eliminate our convenience fees.
We have incurred and may continue to incur significant costs and expenses to grow our businesses, including marketing and sales promotion expenses.
We incur marketing and sales promotion expenses (which comprise internet, television, radio and print media advertisement costs as well as event-driven promotion costs for our products and services) in connection with our business. We also incur selling expenses which mainly comprise search engine marketing, referrals from meta-search and travel research websites, and any other media costs such as public relations and sponsorships. Over the last few years, we have also made significant investments in customer acquisition through our customer inducement and acquisition programs such as cash incentives and select loyalty program incentive promotions, to accelerate growth in our business in response to increased competition in the domestic travel market in India.
We may continue to incur such costs and expenses in the future, including costs and expenses associated with our strategy of converting our traditional offline customers into online customers. We have incurred and expect to continue to incur costs and expenses associated with customer inducement and acquisition programs, primarily in our air ticketing and hotels and packages businesses, to offer cash incentives and select loyalty program incentive promotions from time to time on our platform. We have entered into agreements with third-party marketing agencies for certain initiatives, such as brand campaigns with leading celebrities as our brand ambassadors to drive awareness and consideration across our target customer groups. We also enter into agreements with tourism boards and airports to increase customer engagement. We may also increase our marketing and sales promotion expenses as a result of our expansion into new markets. In addition, our marketing and sales promotion expenses may also increase as we grow our redBus business in India as well as overseas, which competes with various national and regional competitors. The adoption of artificial intelligence (“AI”), social media and wider internet access are enabling customers to research, compare and book transport, accommodation and holiday packages directly, bypassing online travel service providers. These developments could intensify disintermediation, reduce traffic to our platform and increase our marketing and sales promotion expenses. Such expenses may not be offset by increased revenue, particularly during the initial stages of business in these new markets. In addition, we may also be required to lower our fees and commissions charged to travel suppliers to retain and increase our market share in response to competitors that are able to negotiate better rates and higher performance-linked and other incentives from such suppliers, including new entrants with greater financial resources than us. If our marketing efforts are not effective, our business, financial condition, cash flows and results of operations would be adversely affected.
We rely on distribution partners, GDS service providers and indirect distribution channels to operate our business, and any disruption or delays in service, misconduct or adverse change in their businesses could have a material adverse effect on our business.
We currently rely on a variety of distribution partners and third-party systems for the travel products and services that we provide to our customers. These include our GDS service providers and other electronic central reservation systems used by airlines, various offline and online channel managing systems, Switch and other
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reservation systems used by hotels and accommodation suppliers and aggregators. We also rely on systems used by Indian Railways, systems used by bus and car operators and aggregators, as well as systems used by local transit authorities, amusement parks, and tourist attractions. We also do not control the on‑ground service standards or customer experience delivered by many of these third‑party suppliers, and any failure by such suppliers to meet customer expectations, including service quality issues, cancellations or overbookings, may adversely affect customer trust in our platform and harm our brand and reputation. In particular, we rely on third parties and their systems to enable searches for airfares and process air ticket bookings, process hotel reservations, process bus ticket bookings, car rental reservations and services under tours and attractions and process credit card, debit card, net banking, e-wallet and other modes of online payments. Any interruption or deterioration in the performance of these third-party distribution systems and services could have a material adverse effect on our business, reputation, financial condition and results of operations. In addition, the information provided to us by certain of these third-party systems, such as the central reservations systems of certain of our hotel suppliers, may not always be accurate due to either technical glitches or human error, and as a result, we may also incur monetary or reputational loss, or both.
Further, we rely on travel agents, franchisee-owned travel stores and holiday experts to sell our products and services. These channels expose us to risks associated with third-party conduct, including mis-selling, fraud, inadequate customer service or non-compliance with applicable laws and regulations, which could adversely affect our brand and reputation. We also have limited control over such agents, and any inability to effectively onboard, train, monitor and retain them, or ensure consistent service quality, could negatively impact our business, results of operations and financial condition.
Our success is also dependent on our ability to maintain our relationships with these distribution partners and third-party systems providers. In the event our arrangements with any of these third parties are impaired or terminated, we may not be able to find an alternative source of distribution support on a timely basis or on commercially reasonable terms, which could result in significant additional costs or disruptions to our business.
We may not be successful in implementing our growth strategies. Any failure to implement these strategies could adversely affect our business, financial condition and results of operations.
Our growth strategies involve expanding our flights, hotels and packages business, including through our travel agents’ network, franchisee-owned travel stores and in particular, our outbound air ticketing and hotels business for overseas travel. We also intend to grow our bus ticketing business through redBus and our car hire business through Savaari, expand our service and product offerings, strengthen our international presence, and enhance our platform by investing in technology. See “Item 4. Information on the Company — B. Business Overview — Our Growth Strategies.” Any softening of supply or demand of travel products and services that we offer to our customers whether caused by events outside of our control, challenging macroeconomic and political conditions, public health crises such as pandemics, and any of the other factors described in the risk factors set forth in “Item 3. Key Information — D. Risk Factors,” may result in decreased revenue and our business, results of operations, and financial condition could be adversely affected.
Our success in implementing our growth strategies is affected by:
•our ability to increase our customer base or drive repeat bookings from our existing customer base;
•the general condition of the global economy (particularly in India and markets with close proximity to India) and continued growth in demand for travel services, particularly online;
•the growth of the internet and mobile technology as a medium for commerce in India;
•our ability to expand our businesses through strategic acquisitions and successfully integrate such acquisitions;
•our ability to navigate the regulatory frameworks and market conditions beyond India, particularly the UAE;
•our ability to increase the number of suppliers, especially hotel suppliers, that are directly connected to us, which is dependent on the willingness of such suppliers to invest in new technology;
•our ability to maintain relationships with our suppliers, including international hotel suppliers, online travel agents and aggregators outside India, particularly in key outbound destinations;
•our ability to continue to expand our distribution channels, and market and cross-sell our travel products and services to facilitate the expansion of our business;
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•our ability to compete effectively with existing and new entrants to the Indian travel industry, including online travel companies, hotel room aggregators, traditional offline travel agents and tour providers;
•our ability to build or acquire required technology and adapt to new technological developments;
•changes in our regulatory environment and tax-related laws;
•our ability to attract and retain key personnel; and
•the management and operation of our franchisee-owned travel stores.
Many of these factors are beyond our control and there can be no assurance that we will succeed in implementing our strategies.
We are also subject to additional risks involved in our strategies of expanding into new geographic markets and pursuing strategic partnerships and acquisitions. See “Item 3. Key Information – D. Risk Factors – Risks Related to Our Business and Our Industry – Our international operations involve additional risks” and “– Our strategic investments and acquisitions may not bring us anticipated benefits, and we may not be successful in pursuing future investments and acquisitions.”
Our strategic investments and acquisitions may not bring us anticipated benefits, and we may not be successful in pursuing future investments and acquisitions.
We plan to pursue selective strategic partnerships, investments and acquisitions as part of our long-term platform strategy in order to strengthen our position in key businesses. For example, in January 2017, we acquired ibibo Group including Goibibo (an online travel platform in India) and redBus (an online bus ticketing platform with operations in India, Colombia, Peru, Singapore and Malaysia). In July 2018, we acquired Bitla, which provides technology support for bus operators. In April 2019, we acquired a majority equity interest in Quest2Travel, which provides travel solutions for various corporates across India, and now hold 100% of the equity interest in Quest2Travel. In April 2022, we acquired a majority interest in BookMyForex, which offers currency exchange, multi-currency prepaid forex cards, and cross border remittances, as well as other ancillary products, to Indians traveling abroad. In September 2022, we acquired an additional equity interest in Simplotel, which is engaged in building websites and booking technology for hotels, and now hold a majority equity interest in Simplotel. In December 2023, we acquired a majority equity interest in Savaari which is engaged in the business of providing car rental services in India. In February 2025, we acquired a corporate travel and expense management business on a going concern basis, operated through the “Happay” brand. In March 2026, we acquired a majority equity interest in Flamingo Transworld, a group holiday packages business based in India, and a strategic minority interest in Atlys, a visa processing platform. For details on our investments and acquisitions, see “Item 4. Information On the Company — A. History and Development of the Company — Our Journey.”
We believe that our investments and acquisitions serve to strengthen our presence in key geographic markets and expand the travel products and services that we offer to our customers. However, there can be no assurance that our investments and acquisitions will achieve their anticipated benefits. We may not be able to integrate acquired operations, personnel and technologies successfully or effectively manage our combined business following the acquisition. Our investments and acquisitions may subject us to uncertainties and risks, including potential ongoing and unforeseen or hidden liabilities, diversion of management resources and cost of integrating acquired businesses. We may also experience difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business and retaining suppliers and customers of the acquired business. For example, we acquired a group of companies known as the Hotel Travel Group in 2012, which experienced a significant reduction in its operations and that resulted in the recognition of an impairment of goodwill and brands of $14.6 million in fiscal year 2017. In addition, in the fiscal year 2020, we performed a quantitative assessment of goodwill and, following that assessment, we recorded an impairment charge of our goodwill amounting to $272.2 million primarily related to our Goibibo business, which we acquired in fiscal year 2017. We plan to continue to drive synergies across our portfolio of multiple brands on the path of disciplined and financially sustainable growth while making appropriate investments to drive online penetration in various travel segments to support our long-term growth.
We may not succeed in implementing our strategy of growth through strategic investments and acquisitions in the future, as this is subject to many factors beyond our control, including our ability to identify, attract and successfully execute suitable investment and acquisition opportunities and partnerships. Any failure to achieve the anticipated benefits of our past investments and acquisitions or to consummate new investments and
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acquisitions in the future could negatively impact our ability to compete in the travel industry and have a material adverse effect on our business.
Our results of operations are subject to fluctuations in currency exchange rates.
Our presentation currency is the US dollar. However, the functional currency of our key operating subsidiaries in India is the Indian Rupee. We receive a substantial portion of our revenue in Indian Rupees and most of our costs are incurred in Indian Rupees. Any fluctuation in the value of the Indian Rupee against the US dollar will affect our results of operations. In fiscal year 2026, the average value of the Indian Rupee as compared to the US dollar depreciated by approximately 4.5%. The drop in the average value of the Indian Rupee as compared to the US dollar and other foreign currencies in fiscal years 2024, 2025 and 2026 adversely impacted the Indian travel industry as it made outbound travel for Indian consumers more expensive. In addition, our exposure to foreign currency risk also arises in respect of our non-Indian Rupee-denominated trade and other receivables, trade and other payables, loans and borrowings and cash and cash equivalents.
Based on our operations in fiscal year 2026, a 10.0% appreciation of the US dollar against the Indian Rupee as of March 31, 2026, assuming all other variables remained constant, would have decreased our profit for fiscal year 2026 by $22.6 million. Similarly, a 10.0% depreciation of the US dollar against the Indian Rupee as of March 31, 2026, assuming all other variables remained constant, would have increased our profit for fiscal year 2026 by $22.6 million.
We currently do not have any hedging agreements or similar arrangements with any counter-party to cover our exposure to any fluctuations in foreign exchange rates. Fluctuation in the Indian Rupee-US dollar exchange rate could have a material adverse effect on our business financial condition and results of operations, which we report in US dollars.
We rely on information technology to operate our business and maintain our competitiveness, and any failure to adapt to technological developments or industry trends, including the rapid adoption of AI and training and upskilling of our personnel, in information technology could adversely affect our business.
The markets in which we compete are characterized by rapidly changing technology, evolving industry standards, competitor consolidation, frequent new service announcements and changing customer demands. We may not be able to keep up with these rapid changes. In addition, these market characteristics are heightened by the progress of technology adoption in various markets, including the continuing adoption of the internet and online commerce in certain geographies and the emergence and growth of the use of smartphones and tablets for mobile e-commerce transactions, including through the increasing use of mobile applications.
New developments in other areas, such as cloud computing and the use of AI could make entering our markets easier for competitors due to lower upfront technology costs. In addition, the potential advent of AI-based shopping agents may lead to a reduction in platform engagement due to ‘zero-click’ interactions. As these agents synthesize information into a single optimal result, our ability to capture customer traffic and monetize multiple touchpoints is diminished. Such a shift in consumer behavior poses a risk to our business, financial condition and results of operations. As a result, our future success depends in part on our ability to adapt to rapidly changing technologies, to adapt our services and online platform to evolving industry standards and to continually innovate and improve the performance, features and reliability of our services and online platform in response to competitive service offerings and the evolving demands of the marketplace. In particular, it is increasingly important for us to effectively offer our services on mobile devices through mobile applications and mobile-optimized websites. Any failure by us to successfully develop and achieve customer adoption of our mobile applications and mobile-optimized websites would have a material and adverse effect on our growth, market share, business and results of operations. As a result, we intend to continue to invest in the maintenance, development and enhancement of our technology platform, websites and mobile applications. Such investments may be more costly than we expect and might result in negative financial impact.
Our ability to compete effectively depends in part on our ability to attract, train and retain personnel with the skills required to develop and deploy emerging technologies, including AI-related capabilities. We provide employees with opportunities for growth and development, including financial support to obtain additional professional qualifications. However, there can be no assurance that we will be able to successfully upskill our personnel to keep pace with technological developments, which could adversely affect our business, financial condition and results of operations.
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Our technology platform processes a high volume of transactions and is highly complex. Any undetected errors, software bugs or system failures could result in service disruptions, booking errors or security vulnerabilities that may materially and adversely affect our business, results of operations, cash flows and financial condition.
Our technology platform comprises a complex back-end infrastructure of interoperating components and software that powers our products and services offerings across our customer-facing interfaces, distribution channels and supplier-facing systems. In fiscal year 2026, our technology platform processed an average of 285 transactions per minute across MakeMyTrip, Goibibo and redBus. Our business is dependent upon our ability to prevent system interruption on our technology platform. Our software, including open-source software that is incorporated into our code, may contain undetected errors, bugs or vulnerabilities. Some errors in our software code have not been and may not be discovered until after the code has been released. We have, from time to time, found defects or errors in our system and software limitations that have resulted in, and may discover additional issues in the future that could result in, platform unavailability or system disruption. Any errors, bugs or vulnerabilities discovered in our code or systems released to production or found in third-party software, including open-source software, that is incorporated into our code, any misconfigurations of our systems, or any unintended interactions between systems could result in poor system performance, an interruption in the availability of our platform, incorrect payments, negative publicity, damage to our reputation, loss of existing and potential customers, loss of revenue or Gross Bookings, liability for damages, a failure to comply with certain legal or tax reporting obligations and regulatory inquiries or other proceedings, any of which could materially and adversely affect our business, results of operations and financial condition.
Our use of AI, machine learning and automated decision-making may give rise to legal, business and operational risks. Legal, regulatory, social and ethical issues relating to the use of AI and machine learning technologies in our offerings and business may result in reputational harm and liability.
We have incorporated AI tools and technologies into our business operations, including data analytics, machine learning and AI capabilities to provide curated, personalized recommendations, as well as Myra, our multilingual, agentic trip-planning assistant that provides curated booking selections for flights, accommodation and holiday packages through conversational interactions via voice and text. The use of AI in our business presents risks and challenges, including that algorithms may be flawed, datasets may be insufficient, erroneous, stale or contain biased information or content chosen for display to customers by AI systems may be discriminatory, offensive, culturally insensitive, illegal or otherwise harmful. In addition, we may face operational risks with integrating AI tools and technologies into our platform. These deficiencies and other failures of AI systems could subject us to competitive harm, regulatory action, legal liability, brand or reputational harm.
We have developed a substantial portion of our AI and machine learning systems internally, including search, recommendation and personalization engines, while also utilizing certain open-source frameworks and various licensed third-party large language models. These dependencies create additional risks. Our use of third-party AI may be disrupted, limited or become subject to unfavorable licensing terms, while open-source frameworks may expose us to intellectual property or licensing claims. Our AI models are trained on a combination of proprietary datasets and external datasets. Reliance on these diverse datasets presents risks of inaccuracies, incompleteness or bias that could reduce the reliability of our recommendations, adversely impact supplier or customer trust or subject us to heightened regulatory scrutiny.
In addition, the regulatory landscape governing AI is complex and rapidly evolving, and new laws or regulations in jurisdictions where we operate may impose restrictions on the usage of AI, require changes to our operations or increase compliance costs. There is no guarantee that our AI-focused initiatives will be competitive or attract more customers to our platform.
Our use of “open-source” software could adversely affect our ability to offer our platform and products and services and subject us to costly litigation and other disputes.
We have in the past incorporated and may in the future incorporate certain “open-source” software into our code base as we continue to develop our platform and products and services. We use standard open-source components as part of application runtime, data processing, service development, observability, testing and deployment workflows. Open-source software is generally licensed by its authors or other third-parties under open-source licenses, which in some instances may subject us to certain unfavorable conditions, including requirements that we offer our products that incorporate the open-source software for no cost, that we make publicly available the source code for any modifications or derivative works we create based upon, incorporating or using the open-source software or that we license such modifications or derivative works under the terms of the particular open-source license. From time to time, companies that use open-source software have faced claims
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challenging the use of open-source software or compliance with open-source license terms. Furthermore, there is an increasing number of open-source software license types, almost none of which have been tested in a court of law, resulting in a dearth of guidance regarding the proper legal interpretation of such licenses.
While we employ practices designed to monitor our compliance with the licenses of third-party open-source software and protect our proprietary source code, inadvertent use of open-source software is fairly common in software development in the internet and technology industries. Such inadvertent use of open-source software could expose us to claims of non-compliance with the applicable terms of the underlying licenses, which could lead to unforeseen business disruptions, including being restricted from offering parts of our product which incorporate the software, being required to publicly release proprietary source code, being required to re-engineer parts of our code base to comply with license terms or being required to extract the open-source software at issue. Our exposure to these risks may be increased as a result of evolving our core source code base, introducing new offerings, integrating acquired-company technologies or making other business changes, including in areas where we do not currently compete. Any of the foregoing could adversely impact the value or enforceability of our intellectual property, and materially and adversely affect our business, results of operations and financial condition.
We rely on the value of our brands, and any failure to maintain or enhance consumer awareness of our brands could have a material adverse effect on our business, financial condition and results of operations.
Our brand strength, based primarily on our brands, MakeMyTrip, Goibibo and redBus, has been developed through sustained investment in customer experience, technology, service quality and marketing initiatives. We expect to make continued investments to enhance our brand value, enable us to compete against increased spending by our competitors, as well as against emerging competitors, including search engines and meta-search engines, and allow us to expand into new geographies and products where our brands are not well known. There is no assurance that we will be able to successfully maintain or enhance consumer awareness of our brands. Even if we are successful in our branding efforts, such efforts may not be cost-effective. If we are unable to maintain or enhance consumer awareness of our brands and generate demand in a cost-effective manner, it would negatively impact our ability to compete in the travel industry and drive traffic to our platform, and would have a material adverse effect on our business, financial condition and results of operations. See also “– Failure to protect our intellectual property rights could adversely affect our business and our brand” and “– We rely on traffic to our platform to grow our revenue and Gross Bookings. If we are unable to drive traffic to our platform in a cost-effective manner, our business, results of operations and financial condition could be negatively impacted.”
Negative events or circumstances involving our group or third parties affiliated with us could also adversely affect consumer perception and the value of our brands. Unfavorable publicity regarding, among other things, our business model, product offerings, travel suppliers, travel distributors, customer service and support, sales and marketing activities, brand ambassadors, platform quality, ownership, privacy or security practices, regulatory compliance and financial or operating performance could adversely affect our reputation or the market price of our securities. Such negative publicity could also harm our relationships with third parties and the engagement and loyalty of our customers that utilize our platform, which could adversely affect our business, financial condition and results of operations.
As part of our marketing efforts, we continue to scale up our existing strategic partnerships with major banks and credit card providers in India, which provide us with access to their extensive customer base. In addition, we also have a MakeMyTrip-ICICI Bank co-branded credit card. We cannot assure you that such initiatives will be able to deliver the intended increase in customer engagement and brand visibility. We rely on our customers to provide trustworthy reviews and ratings that other customers may rely upon to decide whether or not to book a particular offering. We also rely on these reviews to enforce quality standards and to further strengthen trust among our customers. Our customers may be less likely to rely on reviews and ratings if they believe that our review system does not generate trustworthy reviews and ratings. In addition, other potential customers may disregard those reviews and ratings, which could reduce customer trust and damage our brand and reputation, and could materially and adversely affect our business, results of operations and financial condition.
Negative publicity may also divert management’s time and attention away from our business, which may further adversely affect our operations. We have been and may continue to be the subject of media reports, social media posts, blogs and other forums that contain allegations about our business or activity on our platform that create negative publicity. Such negative publicity could also harm the size of our network and the engagement and loyalty of our customers and travel suppliers, which could adversely affect our business, financial condition and results of operations. In addition, the foregoing risks are increased by the widespread use of social media and the increasing incidence of fake or unsubstantiated news, particularly on social media and other online platforms, which could significantly increase negative sentiment and cause harm to brand perception.
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We rely on traffic to our platform to grow our revenue and Gross Bookings. If we are unable to drive traffic to our platform in a cost-effective manner, our business, results of operations and financial condition could be negatively impacted.
We have used performance marketing services offered by search engines and social media platforms to distribute paid advertisements that drive traffic to our platform. Our traffic also comes from direct or unpaid channels, which include brand marketing and search engine optimization, among others. A critical factor in attracting customers to our platform is how prominently our offerings are displayed in response to search queries for key search terms. Search engines frequently change the algorithms that determine placement and display of results. These changes can adversely affect the ranking, visibility or cost of links to our platform. Pricing and operating dynamics for these traffic sources can change rapidly, both technically and competitively. Search or meta-search engines could, for competitive or other purposes, alter their search algorithms or display of results which could cause a website to rank lower in search query results or inhibit participation in the search query results. For example, a certain search engine, has in the past, changed its algorithms or results, and may continue to do so in the future, in a manner that negatively affects the search engine ranking, both paid and unpaid, of our websites, the websites of our affiliates and those of our third-party distribution partners or permitted third parties to bid on our branded keywords, such as “MakeMyTrip”. Such practices have resulted in competing advertisements appearing above or alongside our own search results, thereby reducing our visibility and requiring us to increase our spending on paid search advertising in order to maintain prominent placement for our own brand. There can be no assurance that such search engine or other search engines will not continue to permit such practices or adopt similar policies in the future. Any such actions could increase our customer acquisition costs, divert traffic from our customer-facing interfaces and adversely impact our business and financial performance.
Certain search providers have increasingly added their own travel search functionality and content at the expense of traditional paid listings and organic search results, which may continue to reduce the amount of traffic to our websites or those of our affiliates. If other search providers or meta-search companies continue to pursue these or similar strategies, which are out of our control, or we do not successfully manage our paid and unpaid search strategies, we could face a decrease in traffic to our websites and/or increased costs related to replacing unpaid traffic with paid traffic, which could result in increased marketing and sales promotion expenses. In addition, the emergence of AI search platforms and changing consumer behavior can adversely affect search traffic and margins. If developers use their own mobile operating systems or mobile application distribution channels to favor their own or other preferred travel service offerings, or impose policies that effectively disallow us to continue our full product and service offerings in those channels, there could be an adverse effect on our ability to engage with customers who access our platform via mobile applications or search websites. These changes may require us to make ongoing efforts and investments to ensure that we generate the desired level of traffic to our platform. If we fail to effectively and efficiently adapt to these changes, our business may be negatively impacted.
Our international operations involve additional risks.
We began operating in the United States in 2000, servicing mainly the air ticketing needs of non-resident Indians in the United States traveling inbound to India. We launched our operations in the UAE in December 2009. We have also expanded, and intend to continue to expand, our business in other new markets, particularly those with a significant non-resident Indian population as well as those with proximity to India or favored by Indian travelers. We entered the Singapore market in May 2011 through our initial investment in Luxury Tours, a Singapore-based travel agency which provides hotel reservations, excursion tours and other related services to inbound and outbound travelers in Singapore and the rest of Southeast Asia and became the sole owner of Luxury Tours in fiscal year 2013. We expanded in Southeast Asia in November 2012 through our initial investment in the ITC Group, a hotel aggregator and tour operator focused on Thailand, and became the sole owner of the ITC Group in 2015. We expanded into Latin America through our acquisition of the ibibo Group in January 2017, which included redBus (an online bus ticketing platform with operations in India, Singapore, Malaysia, Colombia and Peru). In addition, redBus commenced operations in Indonesia, Cambodia and Vietnam in April 2018, March 2024 and April 2024 respectively. In 2026, we launched a Saudi Arabia-focused platform, including our dedicated MakeMyTrip KSA website and mobile application, to expand our presence in Saudi Arabia. See “Item 4. Information On the Company — A. History and Development of the Company — Our Journey.”
We plan to continue to tailor our services and business model to the unique circumstances of such markets to succeed, including building new supplier relationships and customer preferences. Adapting our practices and models effectively to the supplier and customer preferences in new markets could be difficult and costly and could divert management and personnel resources. We could also face additional regulatory requirements in these, or other new markets, which could be onerous. We cannot assure you that we will be able to efficiently or effectively manage the growth of our operations in new markets. In addition, we are subject to risks in our international
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operations that may not exist in our Indian operations, including differences and unexpected changes in regulatory requirements and exposure to local economic and geopolitical conditions, differences in consumer preferences, inability to effectively enforce contractual or legal rights and adverse tax consequences, increased risk to and limits on our ability to enforce our intellectual property rights, competition from providers of travel services in such foreign countries, restrictions on the repatriation of earnings from such foreign countries (such as withholding taxes imposed by certain foreign jurisdictions) and currency exchange rate fluctuations. If we are not able to effectively mitigate or eliminate these risks, our business, financial condition and results of operations could be adversely affected.
Processing, storage, use and disclosure of personal data by us and our third-party providers exposes us to risks of data breaches and could give rise to liabilities and/or damage our reputation.
The confidentiality, integrity and availability of our information technology infrastructure, networks, hardware and software (collectively, “IT Systems”), are crucial for engaging in electronic commerce and maintaining the trust of consumers and travel service providers. Some of our critical IT Systems and confidential information are managed or controlled by third-parties, such as our business partners, vendors and service providers. Any cyberattack or security breach, whether internal or external, targeting our systems or the systems of these third-parties, could have a significant negative impact on our business, financial condition, results of operations, brands and market share. It is possible that breaches or disruptions could occur due to circumvention capabilities, developments or our own actions, which could compromise confidential information or third-party data that we handle. For example, third-parties may attempt to fraudulently obtain sensitive information, such as usernames, passwords or credit card details, from our employees, travel service provider partners or customers, which could be used to access our IT Systems or defraud our partners and customers. Furthermore, defects or vulnerabilities in the hardware, software and applications we use, whether developed internally or procured from third-parties, could unexpectedly impact the security and operation of our IT Systems or those of third-parties with whom we interact. As part of our operations, we are required to comply with the Information Technology Act, 2000 (the “IT Act”) and the rules thereof, which provides for civil and criminal liability. Further, the Digital Personal Data Protection Act, 2023 (the “Data Protection Act”), read with Digital Personal Data Protection Rules, 2025 (the “Data Protection Rules”), which came into effect in November 2025, require organizations to protect the privacy of their customers, prohibit unauthorized disclosure of personal information, and stipulate a monetary penalty in case of breach of the provisions of the Data Protection Act. For more information on privacy and data security regulations, see “– We are subject to evolving global privacy and data security regulations, which could impose significant compliance burdens and expose us to liability”.
We frequently encounter attempts to breach our security infrastructure through website attacks, phishing scams and denial of service incidents and anticipate facing other cyberattacks and security breaches. These risks are expected to increase as we expand our offerings, integrate products and services and handle more confidential information. Despite our efforts to safeguard the security, integrity and availability of our IT Systems and confidential information, we may not always be successful in doing so. Legitimate attempts to book reservations through our services may inadvertently be rejected. Such incidents could have a significant negative impact on our business, financial condition and results of operations. Our existing security measures may not be successful in preventing breaches, as evidenced by high-profile security breaches experienced by other major companies in recent years, which exposed their systems, information and personal data of their customers and employees. We allocate significant resources to mitigate the risks of cyberattacks and security breaches, and may need to increase our investments in security to enhance the protection of our systems, meet evolving compliance requirements and address problems and liabilities arising from breaches. Advances in technology or other developments could potentially compromise or breach our security technology. Managing these challenges is expected to become more complex as we expand our geographical presence and diversify our range of products and services. Threat actors are becoming increasingly sophisticated, utilizing tools and techniques such as AI to bypass security controls, avoid detection and obscure forensic evidence. This makes it more difficult for us to promptly and effectively detect, identify, investigate, contain and recover from future cyberattacks and incidents. Furthermore, the continued prevalence of remote working globally for our customers, employees and critical third-parties has amplified the risk of threat actors engaging in social engineering and exploiting vulnerabilities commonly found in non-corporate networks.
A party, whether internal, external or unrelated, with the ability to bypass our security systems could cause severe harm to our IT Systems. This damage could impair our ability to provide services and prevent consumers from making reservations or conducting searches on our platform. Such breaches could result in the loss of crucial customer, financial or other data, which could significantly and adversely impact our business operations, compliance with commercial obligations and timely fulfillment of public reporting requirements. Security breaches may also lead to negative publicity, reputational damage, financial losses, legal actions, regulatory
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investigations, penalties and sanctions. Additionally, such incidents may erode consumer trust in our security measures, prompting them to choose our competitors’ services instead. These outcomes would have a detrimental effect on our business, financial condition, results of operations, brands and market share. Our insurance coverage may not be sufficient to fully compensate us for all costs and losses resulting from security breaches.
We are exposed to risks related to security breaches affecting third-parties engaged in online business activities. As consumers are generally concerned about security and privacy online, any publicized security issues could potentially diminish their willingness to provide personal information or engage in commercial electronic commerce transactions as a whole, including through our services. Some of our business operations involve collaborating with third-party marketing affiliates that may generate travel reservations using our infrastructure or other systems. Moreover, security breaches at third-parties such as travel service providers, payment processors, Switch and GDS service providers, that we rely on could impact consumers utilizing our services. If a security breach were to occur at any of these third-party marketing affiliates, travel service providers, payment processors, Switch, GDS service providers or other third-parties, it could be perceived as a breach of our own systems by consumers. Any such incidents could result in negative publicity, trigger notification requirements, harm our reputation, expose us to the risk of losses or litigation and potentially subject us to regulatory penalties and sanctions. Furthermore, these third-parties may not adhere to applicable disclosure and other requirements, which could expose us to liability.
System interruption, security breaches and unplanned outages in our information systems and infrastructure, or those of third-party providers on which we rely, may adversely affect our business.
We rely significantly on our IT Systems to manage consumer traffic to our websites and mobile applications and facilitate and process transactions. We have experienced, and may in the future, experience incidents that make some or all of these systems unavailable or prevent us from efficiently fulfilling bookings or providing services to our customers. Any interruptions, outages or delays in our systems, or deterioration in their performance, could impair our ability to process transactions and decrease the quality of our service to our customers. If our systems cannot be expanded to cope with increased consumer traffic to our websites and through our mobile applications, we could experience unanticipated disruptions in service, slower response times, decreased customer service and customer satisfaction and delays in the introduction of new services, any of which could impair our reputation, damage our brands and materially and adversely affect our results of operations.
We also rely on third-party IT service providers and technology partners to provide critical technology infrastructure and software services, including customer relationship management software, payment gateway technologies and cloud computing services. Any large-scale outage, regional disruption, service degradation, capacity constraint or other failure affecting these service providers or the geographic regions in which they operate could adversely affect the availability and performance of our platform, impair transaction processing and negatively impact the overall customer experience. We license certain technologies incorporated into our platform from third-parties, and there can be no assurance that we will be able to renew such licenses on favorable terms or at all. We maintain an information technology and procedural framework to manage and safeguard our information technology resources, and we also engage independent third-parties to audit our mobile and web applications to identify vulnerabilities. If we encounter any interruption or deterioration in performance of these third-party IT systems or any impairment or termination to such arrangements, we may not be able to find alternative systems support on a timely basis or on commercially reasonable terms, which could result in significant additional costs and disruptions to our business.
We operate our technology platform through external and internal data centers in India located in Mumbai, Bengaluru and Gurugram. While we have backup systems and contingency plans for critical aspects of our operations or business processes, certain other non-critical systems are not fully redundant and our disaster recovery or business continuity planning may not be sufficient. Fires, floods, power outages, telecommunications failures, earthquakes, acts of war or terrorism, acts of God, computer viruses (e.g., ransomware), sabotage, break-ins and electronic intrusion attempts from both external and internal sources and similar events or disruptions may damage, impact or interrupt our computer or communications systems, business processes or infrastructure at any time. Although we have put measures in place to protect certain portions of our facilities and assets, any of these events could cause system interruptions, delays and loss of critical data, and could prevent us from providing services to our customers and/or suppliers for a significant period of time. We do not carry business interruption insurance for all such eventualities. Remediation may be costly and we may not have adequate insurance to cover such costs. Moreover, the costs of enhancing infrastructure to attain improved stability and redundancy may be time-consuming and expensive and may require resources and expertise that are difficult to obtain.
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We are subject to evolving global privacy and data security regulations, which could impose significant compliance burdens and expose us to liability.
In our processing of travel and related transactions, we receive and store a large volume of personal data. This data is increasingly subject to legislation and regulations in numerous jurisdictions around the world, which would subject us to liability arising from any non-compliance with applicable legal and regulatory requirements. The IT Act, as amended, establishes a framework for e‑governance, and creates offenses, remedies and enforcement mechanisms to address cyber security. India has also implemented privacy rules, including the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“IT Security Rules”), which impose limitations and restrictions on the collection, use and disclosure of personal data and the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, as amended (the “IT Intermediary and Digital Media Rules”), which regulate third-party content.
The Data Protection Act received the assent of the President of India on August 11, 2023 and the provisions of the Data Protection Act came into effect and were notified in the official gazette on November 13, 2025 classify entities who determine the means and purposes of processing personal data as data fiduciaries, and requires data fiduciaries to implement a host of compliances to provide notice as prescribed and obtaining consent, notifying personal data breaches, ensuring the accuracy, completeness, and consistency of the personal data being processed, enabling data principals (i.e. the individuals to whom the personal data relates) to exercise their rights, and implementing technical safeguards and reasonable security measures to protect personal data and to ensure compliance with the law. The Ministry of Electronics and Information Technology (“MeitY”) notified and published the accompanying Data Protection Rules on November 13, 2025. The Data Protection Rules facilitate the implementation of the Data Protection Act. It aims to strengthen the legal framework for the protection of digital personal data by providing necessary details and an actionable framework. See “Item 4. Information on the Company — B. Business Overview — Regulations.”
Practices regarding the collection, use, storage, transmission and security of personal information by companies operating over the internet have recently come under increased public scrutiny around the world. Several jurisdictions have enacted comprehensive privacy and data protection legislation that requires companies to implement and comply with regulations regarding the storage and handling of personal data, including its collection, use, sharing, protection and the ability of individuals to access, correct or delete such data. The legality of cross-border mechanisms for data transfers between jurisdictions also continues to raise uncertainty for e-commerce companies. Any failure to comply with applicable data protection laws could result in penalties for non-compliance, including significant fines based on annual revenue, as well as claims for damages by affected individuals. In addition, many countries across Asia, Europe, Latin America, North America and other regions have passed or are considering similar privacy regulations, resulting in additional compliance burdens and uncertainty as to how some of these laws will be interpreted.
Any liability we may incur for violation of various global laws and regulations and related costs of compliance and other burdens may adversely affect our business and profitability. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations.
The imposition of new laws in various jurisdictions globally, including travel-specific laws and laws specifically targeting e-commerce businesses, also remains an area of concern and may require us to incur increased costs for compliance. Certain jurisdictions have enacted regulations governing how refunds are to be processed, how fees are to be displayed, and requiring registration of intermediaries with attendant compliance obligations. Such increased focus on digital businesses, including extraterritorial application of some laws, may require us to either incur increased compliance costs or selectively withdraw our services from certain jurisdictions.
We outsource a significant portion of our call center services for customer support and if our outsourcing service providers fail to meet our requirements or face operational or system disruptions, our business may be adversely affected.
We outsource our call center for customer service support for all flights (domestic and international), hotel reservations and packages, bus ticketing, car hire, rail and other services as well as back office fulfillment and ticketing services, to various third-parties in India. If our outsourcing service providers experience difficulty meeting our requirements for quality and customer service standards, our reputation could suffer and our business and prospects could be adversely affected. Our operations and business could also be materially and adversely
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affected if our outsourcing service providers face any operational or system interruptions, including any inability to scale their services efficiently during such periods of increased demand.
Additionally, many of our contracts with outsourcing service providers may be terminated on as little as 30 days’ notice. In the event that one or more of our contracts with our outsourcing service providers is terminated on short notice, we may be unable to find alternative outsourcing service providers on commercially reasonable terms, or at all. Further, the quality of the service provided by a new or replacement outsourcing service provider may not match our expectations or meet our requirements, including during the transition and training phase. Any termination of our contracts with outsourcing service providers could cause a decline in the quality of our services and adversely affect our business, financial condition and results of operations.
There are various risks associated with the facilitation of payments, including risks related to fraud, compliance with evolving rules and regulations, and reliance on third-parties.
The end-to-end payments process, from accepting customer payments through to paying suppliers, for a variety of payment methods, is subject to various laws, rules, regulations, legal interpretations and regulatory guidance, including those governing cross-border and domestic money transmission and funds transfers, foreign exchange, payment services and consumer protection. If we are found to be in violation of applicable payments laws or regulations, we could be subject to civil and criminal penalties, additional restrictive and burdensome requirements, or forced to cease or amend certain services we currently provide.
We have entered into agreements with third-party service providers, including banks and certain companies that handle the processing of digital payments, to facilitate customer bookings for travel products and services on our platform. These agreements are non-exclusive and can be terminated by the third-party service providers upon 30 to 60 days’ prior notice and, in some cases, immediately without notice if the third-party service provider considers it necessary. Further, as per the terms of these agreements, we are required to indemnify the third-party service providers against all claims, demands, actions, suits, losses and costs, including legal fees, arising from our actions or omissions or use of the facility. The third-party service providers also have the right to modify or impose transaction limits under these agreements. In addition, we may be liable for accepting fraudulent digital payments on our platform. In the fiscal year 2026, we experienced losses amounting to $0.6 million due to payment-related disputes. These losses were associated with disputed settlements and refunds resulting from credit card or digital commerce fraud committed by third parties, which primarily involved the purchase of air tickets and hotels and packages on our platform using counterfeit credit cards or other fraudulent digital payment methods. We operate a co‑branded credit card program with ICICI Bank under which ICICI Bank issues and operates the cards while we support marketing, data‑sharing and loyalty/benefits fulfillment. However, we remain exposed to unauthorized usage and chargebacks under the card network and processor rules, increased compliance and security costs, including tokenization and requirements under the Payment Card Industry Data Security Standard and the Data Protection Act. If we fail to effectively combat fraudulent digital payments, we may encounter payment disputes with customers and be subject to demands from relevant banks, credit card processing companies and digital payment providers. Consequently, our business, financial condition and results of operations may be adversely affected.
Payment card networks may increase the interchange fees and assessments that they charge for each transaction that accesses their networks and may impose special fees or assessments on such transactions. Certain of our payment processors also have the right to pass any increases in interchange fees and assessments on to us, which could significantly increase our costs and thereby adversely affect our financial performance. In addition, we are also subject to payment card association rules and obligations under our contracts with payment card processors. Under these rules and obligations, if information is compromised, we could be liable to payment card issuers for associated expenses and penalties. The Indian Computer Emergency Response Team, Ministry of Electronics and Information Technology, Government of India (the “CERT-In”), has issued directions under the IT Act, as amended, requiring reporting of cybersecurity incidents and maintenance of transaction records. Pursuant to Reserve Bank of India circulars in relation to the security of credit and debit card transactions, card data is required to be tokenized by card issuers and any data previously stored by entities other than card issuers and card networks were required to be purged on or prior to September 30, 2022. In addition, if we fail to follow payment card industry security standards, even if no customer information is compromised, we could incur significant fines or experience a significant increase in payment gateway charges, which could adversely affect our business, financial condition and results of operations.
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Regulations, guidance and practices for the use of “pixels,” “cookies” and similar technologies could negatively impact the way we do business.
Our website and mobile applications rely on technologies such as tracking pixels, cookies, and other similar tools to collect customer data, enhance security, personalize customer experiences, support targeted marketing, and improve conversion rates. However, the regulatory and technological landscape surrounding these tools is rapidly evolving. At the same time, regulators across various regions have enacted privacy laws that impose limitations on how such data collection tools can be used. In addition to regulatory changes, there has been a noticeable increase in legal actions challenging the use of cookies and similar technologies. These legal and regulatory pressures may restrict our ability to deliver personalized advertising and targeted campaigns, hinder our efforts to optimize platform performance, and potentially degrade the overall customer experience. Furthermore, the broader industry shift toward a privacy-centric, cookie-less digital environment introduces new challenges to our data-driven strategies and models. These developments could significantly impact how we engage with customers and measure success across our customer-facing interfaces.
Failure to protect our intellectual property rights could adversely affect our business and our brand.
Our websites and mobile applications rely on content and in-house customizations and enhancements of third-party technology, much of which is not subject to any intellectual property protection. We protect our logos, brand names, websites’ domain names and, to a more limited extent, our content, by relying on copyrights, trademarks, patents, trade secret laws and confidentiality agreements. Even with all of these precautions, it is possible for someone else to copy or otherwise obtain and use our content, techniques, and technology without our authorization or to develop similar technology. While our domain names cannot be copied, another party could create an alternative domain name resembling ours that could be passed off as our domain name. Effective trademark, copyright and trade secret protection may not be available in every country in which we operate either offline or through the internet, and policing unauthorized use of our content and technological customizations is difficult and expensive.
We have registered the domain names www.makemytrip.com, www.makemytrip.ae, www.makemytrip.com.sg, www.goibibo.com, and www.redbus.in, and have full legal rights over all these domain names for the period for which such domain names are registered. We primarily conduct our business under the “MakeMyTrip,” “Goibibo” and “redBus” brand names and logos.
Our key logos are also registered trademarks in India, including “MakeMyTrip”, “MMTBLACK”, “myBiz”, “go-mmt”, “GoStays”, “Goibibo”, “Ibibo”, “MAKEMY”, “MYTRIP”, “goTribe”, “GoCash”, “redbus”, “redRail” and “Primo”. To protect the marks of MakeMyTrip, Goibibo and redBus, we file objections before the trademark registry from time to time against deceptively similar trademarks.
We cannot be sure that our trademarks or domain names will be protected to the same extent as in the countries in which they are already registered or that the steps we have taken will prevent misappropriation or infringement of what we consider our proprietary information. For instance, MMT India filed an infringement suit in relation to the use of its trademarks against, among others, Google LLC and Booking.com India Support and Marketing Services Private Limited. See also “Item 8. Financial Information — Consolidated Statements and Other Financial Information — Legal Proceedings — Petition filed against Booking.com and Google LLC & Google India.” Such misappropriation or infringement could have a material adverse effect on our business. In the future, we may need to engage in litigation to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Such litigation might result in substantial costs and diversion of resources and management attention.
Third parties may assert that our services, products, and technology, including software, processes and domain names, violate their intellectual property rights. As competition in our industry increases and the functionality of technology offerings further overlaps, such claims and counterclaims could increase. There can be no assurance that we do not or will not inadvertently infringe on the intellectual property rights of third parties. Any intellectual property claim against us, regardless of its merit, could have an adverse effect on our business, financial condition and results of operations and can be expensive and time-consuming to defend. Our failure to prevail in such matters could result in loss of intellectual property rights, judgments awarding substantial damages and injunctive or other equitable relief against us, or require us to delay or cease offering services or reduce features in our services.
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Our business experiences seasonal fluctuations and quarter-to-quarter comparisons of our results may not be meaningful.
Our business experiences seasonal fluctuations. Such seasonality can be expected to cause quarterly fluctuations in our revenue, Gross Bookings and profits. We tend to experience higher revenue from our hotels and packages business in the second and fourth calendar quarters of each year, which coincide with the summer holiday travel season and the year-end holiday travel season for our customers in India and other markets. In our air ticketing business, we may have higher revenues in a particular quarter arising out of periodically discounted sales of tickets by our suppliers. Our bus ticketing business is less impacted by seasonality. As a result, quarter-to-quarter comparisons of our results may not be meaningful.
Failure to obtain or renew approvals, licenses, registrations and permits to operate our business in a timely manner, or at all, may adversely affect our business, financial condition, cash flows and results of operations.
We are required to obtain certain approvals, registrations, permissions and licenses from regulatory authorities, to operate our business, which may be subject to various conditions. For example, Luxury Tours and ibibo Singapore hold travel agent licenses from the Singapore Tourism Board. We also have inbound and outbound licenses for the ITC Group issued by Department of Tourism, Thailand, as well as a Seller of Travel certificate of registration for MMT USA from the State of California in the United States. Our subsidiary, BookMyForex, is licensed with the Reserve Bank of India as a full-fledged money changer and can offer currency exchange services in India. See “Item 4. Information on the Company — B. Business Overview — Regulations.” This sector is highly regulated in India under applicable Reserve Bank of India regulations, including penalties for non-compliance and broad enforcement powers for regulatory authorities. If we fail to obtain some or all of these approvals or licenses, or renewals thereof, in a timely manner or at all, or if we fail to comply with applicable conditions or it is claimed that we have breached any such conditions, our license or permission for carrying on a particular activity may be suspended or cancelled and we may not be able to carry on such activity, which could adversely affect our business, results of operations, cash flows and financial condition.
In addition, we have, and may need to in the future, apply for certain additional approvals, including the renewal of approvals, which may expire from time to time. We cannot assure you that such approvals and licenses will be granted or renewed in a timely manner or at all or will not be withdrawn by the relevant governmental or regulatory authorities. Failure to obtain or renew such approvals and licenses in a timely manner or a withdrawal of any of our licenses or registrations would make our operations non-compliant with applicable laws and may result in imposition of penalties by relevant authorities, and may also prevent us from carrying out our business. Our licenses and approvals are subject to various conditions, including periodic renewal and maintenance standards. Any actual or alleged failure on our part to comply with the terms and conditions of such regulatory licenses and registrations could expose us to legal action, compliance costs or liabilities, or could affect our ability to continue to operate at the locations or in the manner in which we have been operating thus far.
Changing laws, rules and regulations and legal uncertainties applicable to the travel industry may result in additional compliance costs and adversely affect our business and financial performance.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes may adversely affect our business, financial condition and results of operations, to the extent that we are unable to suitably respond to and comply with such changes in applicable law and policy. Changes in laws, rules or regulations may subject us to greater compliance costs and regulatory risks.
We are subject to proceedings and notices under the Motor Vehicles Act, 1988 (the “Motor Vehicles Act”) challenging the status of our redBus business, and may be subject to similar challenges in future for our redBus and Savaari businesses. See also “Item 8. Financial Information — A. Consolidated Statements and Other Financial Information – Legal Proceedings — Writ petition filed in the Delhi High Court regarding applicability of the Motor Vehicles Act, 1988 to the redBus business.” In addition, amendments to the Motor Vehicles Act which became effective in 2019 and 2020, and the Motor Vehicle Aggregator Guidelines, 2020 (the “MVA Guidelines”), issued thereunder, introduced a license requirement for “aggregators”, defined as digital intermediaries or market places for passengers to connect with drivers for transportation. The MVA Guidelines specify compliance requirements with respect to the aggregator’s online platform, including safety features, data storage in India, fare regulation and responsibilities with respect to drivers on the platform. In the event any portion of our business is deemed to require a license under any covered categories in the Motor Vehicles Act or the MVA Guidelines, we may be required to obtain a license and comply with conditions therein. Although we believe that our business is compliant with applicable laws, we may be required to adhere to additional compliance
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requirements depending on the outcome of the above-mentioned proceedings, as well as amendments to the Motor Vehicles Act or any other applicable laws.
The governments of the countries in which we operate or may expand into may implement new laws or other regulations and policies that could affect our business, which could lead to new compliance requirements, including requiring us to obtain governmental approvals and licenses or impose onerous requirements. Further, the Data Protection Act read with Data Protection Rules, which came into effect in November 2025, require organizations to protect the privacy of their customers, prohibit unauthorized disclosure of personal information, and stipulate a monetary penalty in case of breach of the provisions of the Data Protection Act. The Data Protection Act requires companies collecting and dealing with high volumes of personal data such as ours, and who are notified as significant data fiduciaries, to fulfill certain additional obligations such as appointment of a data protection officer for grievance redressal and an independent data auditor to evaluate compliance with the Data Protection Act. See “Item 4. Information on the Company — B. Business Overview — Regulations.”
Unfavorable changes in or interpretations of laws, rules or regulations could result in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. We may incur increased costs and other burdens relating to compliance with new requirements, which may also require significant management time and other resources, and any failure to comply may adversely affect our business, results of operations, financial condition, cash flows and prospects. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, law, regulation or policy in the jurisdictions in which we operate, may be time-consuming as well as costly for us to resolve and may impact the viability of our current business or restrict our ability to grow our business in the future.
We could face liability for information or content on or accessible through our customer-facing interfaces.
We are subject to existing and evolving regulatory regimes that may increase the regulation of third-party information or content available on customer-facing interfaces. For example, the Central Consumer Protection Authority, a regulatory authority established under the Consumer Protection Act, 2019 (the “Consumer Protection Act”), issued guidelines in 2023 to prevent and regulate certain “dark pattern” practices, and is applicable to all platforms offering goods and services in India, advertisers and sellers. These practices include false urgency, basket sneaking, confirm shaming, forced action, subscription trap, interface interference and others. Such additional requirements may further evolve and be subject to varying interpretation and may cause us to incur increased compliance costs and make changes to our products, practices or other aspects of our business, and any failure to comply may adversely affect our business.
Compliance with such requirements in respect of third party content and offerings may require increased compliance costs and may adversely affect our business, financial condition and results of operations. In addition, we could face claims relating to information or content that is made available on our customer-facing interfaces. Our customers may rely on the description of the products and services presented on our platform to ascertain the quality of the accommodation, service or other product. We receive information utilized in the descriptions on our platform directly from the accommodation or other suppliers or through reviews from our customers. Although content on our platform is typically generated by third-parties, and not by us, claims of defamation, disparagement, negligence, warranty, personal harm, intellectual property infringement, or other alleged damages could be asserted against us. To the extent that the information presented on our platform does not reflect the actual quality of the product or service, we may face customer complaints that may have an adverse effect on our reputation and the likelihood of repeat customers, which in turn, may adversely affect our business and may also cause financial loss, in case we are required to pay damages or compensation for loss caused to customers.
Our business and activities are regulated by competition laws and regulations, the adverse application or interpretation of which could have an adverse effect on our business.
We are subject to competition laws and regulations. These laws and regulations constantly evolve, and their interpretation, application, and enforcement can also change, be unpredictable, or be affected by changing political or social pressures.
The Competition Act, 2002, as amended (the “Competition Act”) prohibits any anti-competitive agreement or arrangement, understanding or action in concert between enterprises, whether formal or informal, which causes or is likely to cause an appreciable adverse effect on competition in India. Any agreement among competitors, which directly or indirectly, involves the determination of purchase or sale prices, limits or controls production, supply, markets, technical development, investment or provision of services, shares the market or source of production or provision of services in any manner by way of allocation of geographical area, type of goods or
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services or number of consumers in the relevant market or in any other similar way, or directly or indirectly results in bid-rigging or collusive bidding is presumed to have an appreciable adverse effect on competition. The Competition Act also prohibits abuse of a dominant position by any enterprise. The combination regulation (merger control) provisions under the Competition Act require acquisitions of shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified to, and pre-approved by, the Competition Commission of India (“CCI”). Any breach of the provisions of the Competition Act may attract substantial monetary penalties. The Competition Act aims to, among other things, prohibit all agreements and transactions which may have an appreciable adverse effect on the market. The applicability or interpretation of the Competition Act to any merger, amalgamation or acquisition proposed by us may affect our business, financial condition, cash flows and results of operations. We may be subject to investigations or enforcement proceedings initiated by the CCI in the future and any such scrutiny or prosecution by the CCI may result in adverse publicity, affecting our business, financial condition, cash flows and results of operations. For further details, see “Item 4. Information on the Company — B. Business Overview — Regulations”.
On October 19, 2022, the CCI, passed an order against MMT India and redBus India, among others, in relation to certain alleged anti-competitive conduct under the Competition Act by MMT India and redBus India, among others. The CCI imposed an aggregate penalty of Rs. 2,234.8 million (or $23.8 million) on MMT India and redBus India, as well as certain behavioral sanctions in respect of our agreements with hotels, the platforms’ listing terms and conditions and disclosure in relation to properties which were not available on our platform, in connection with the alleged abuse of dominant position under Section 4 of the Competition Act. MMT India and redBus have jointly appealed against the CCI’s order before the National Company Law Appellate Tribunal (“NCLAT”) and the same is currently pending. If such appeal is unsuccessful, our business, financial condition and results of operations could be adversely affected. As a result, we will be responsible for any liability, levy, cess, interest, penalty or refund that may arise as a result of this proceeding. For further details, see “Item 8. Financial Information — A. Consolidated Statements and Other Financial Information — Legal Proceedings”.
We are involved in various legal proceedings and may experience unfavorable outcomes, which could adversely affect our business and financial condition.
From time to time in the ordinary course of business, we are subject to various legal and regulatory proceedings, claims and actions, including complaints involving our customers (for example, in relation to alleged deficiency of services and unfair trade practices, and seeking, among other things, reimbursement of travel and medical expenses, travel allowance, and compensation for tickets), our suppliers and tax proceedings relating to income tax, service tax and goods and services tax matters. See also “Item 8. Financial Information — A. Consolidated Statements and Other Financial Information — Legal Proceedings”.
The results of litigation and claims cannot be predicted with certainty. Regardless of the outcome, litigation can have an adverse impact on us because of the costs to defend lawsuits, diversion of management resources and other factors. There is no assurance that these legal proceedings will be decided in our favor and that no further liability will arise out of these proceedings or would not have an adverse effect on our business, financial condition and results of operations. Even if we are successful in defending such cases, we may be subject to legal and other costs incurred pursuant to defending such litigation, and such costs may be substantial and not recoverable. In addition, we may decide to settle legal disputes on terms that are unfavorable to us. Furthermore, if any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that we may not choose to appeal or that may not be reversed upon appeal. The terms of any settlement or judgment in connection with any legal claims, lawsuits, or proceedings may require us to cease some or all of our operations, or pay substantial amounts to the other party and could materially and adversely affect our business, financial condition and results of operations.
Changing tax laws, rules and regulations, including adverse application thereof, could increase our tax liabilities and adversely affect our business and financial performance.
We are subject to a variety of tax obligations in the jurisdictions in which we operate. The application of various Indian and international tax laws, rules and regulations to our products and services is subject to interpretation by the applicable taxing authorities, and it is difficult or impossible to predict how such laws and regulations will be applied. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is uncertain. Our provision for income taxes is also determined by the manner in which we operate our business, and any changes to such operations or laws applicable to such operations may affect our effective tax rate. Changes in accounting for intercompany transactions may also affect our effective tax rate. In addition,
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our future tax expense could be adversely affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, or accounting principles.
The Government of India has implemented two major reforms in Indian tax laws, namely the Goods and Services Tax (“GST”), and provisions relating to general anti-avoidance rules (“GAAR”). The Union Finance Minister announced the Income Tax Bill, 2025 on February 13, 2025, which sought to simplify the language and restructure provisions of the existing Income-tax Act, 1961 (“Income Tax Act”). It was later withdrawn and replaced with the Income Tax (No. 2) Bill, 2025 (“Income-tax Act, 2025”), which came into force on April 1, 2026. We have not fully determined the impact of these recent laws and regulations on our business and cannot predict whether any future amendments would have an adverse effect on our business, financial condition and results of operations.
The Government of India announced the union budget for Fiscal 2027, pursuant to which the Finance Act, 2026 has been enacted (“Finance Act”). Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences of owning, investing or trading in the Equity Shares. There is no certainty on the impact that the Finance Act may have on our business and operations or on the industry in which we operate. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time-consuming as well as costly for us to resolve and may affect the viability of our current business or restrict our ability to grow our business in the future.
The GST regime in India is subject to periodic amendments, clarifications, notifications, judicial pronouncements and administrative interpretations. Any changes in GST rates, input tax credit eligibility, place of supply rules, valuation provisions, compliance procedures or other indirect tax regulations may increase our tax costs, compliance burden and operational expenses. Further, differing interpretations of GST laws by tax authorities may result in disputes, assessments, demands, penalties, interest liabilities or litigation. We have received notices from Indian tax authorities for demands of service tax and goods and service tax on certain matters, some of which relate to the travel industry in India and involve complex interpretations of law. We have also received notices and various assessment orders from Indian income tax authorities, to which we have responded. See “Item 8. Financial Information — A. Consolidated Statements and Other Financial Information — Legal Proceedings.”
Many of the statutes and regulations that impose these taxes were established before the growth of the internet, mobile networks and e-commerce. If such tax laws, rules and regulations are amended, new adverse laws, rules or regulations are adopted or current laws are interpreted adversely to our interests, particularly with respect to occupancy or value-added or other taxes, the result could increase our tax liabilities (prospectively or retrospectively) and reporting obligations, including requirements to provide information about travel suppliers, customers and transactions on our technology platform. The outcome of these changes may have an adverse effect on our business or financial performance, including a decrease in demand for our products and services if we pass on such costs to customers, an increase in the volume and cost of our tax reporting and compliance obligations or limit the scope of our business activities if we decide not to conduct business in particular jurisdictions.
New income or other tax laws or regulations could be enacted at any time, which could adversely affect our business operations and financial performance. For example, UAE’s corporate tax legislation has become applicable to our entities in UAE since April 1, 2024. The legislation provides that qualifying income of free zone entities in UAE is exempt from corporate tax, subject to satisfaction of certain conditions. However, non-qualifying income will be taxable at the rate of 9%. The corporate tax laws introduced in UAE are currently nascent, and any future amendments, new rules or a divergent view of tax authorities with respect to our tax positions could materially and adversely affect our business operations and financial performance. In addition, the One Big Beautiful Bill Act, enacted on July 4, 2025 (“OBBBA”), significantly changed the U.S. tax landscape by implementing revisions to key business tax provisions. The long-term effects of the OBBBA on the results of operations and cash flows remain uncertain and could be material.
Any future amendments to tax laws may also affect tax benefits utilized by us in the future, such as exemptions for income earned by way of dividend from investments in other domestic companies and units of mutual funds, exemptions for interest received in respect of tax-free bonds, and long-term capital gains on equity shares. Changes in capital gains tax or tax on capital market transactions or the sale of shares could affect investor returns.
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Our substantial level of indebtedness could limit our financial and operating activities and adversely affect our ability to obtain additional financing to fund future operational needs.
We have significant outstanding indebtedness, including under our 2028 Notes and 2030 Notes. As at March 31, 2026, we had outstanding loans and borrowings of $1,405.6 million. A significant portion of our cash flows will be required to repay our existing indebtedness, and we may not generate sufficient cash flows from operations, or have future borrowing capacity available, to enable us to repay our indebtedness or to fund other liquidity needs. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including our 2028 Notes and 2030 Notes, and to satisfy our other obligations, will depend upon our future operating performance and financial condition and the availability of refinancing opportunities, which will also be affected by prevailing economic conditions and financial, business and other factors, many of which are beyond our control. We cannot assure you that our business will generate sufficient cash flows from operations, or that future fund raising or borrowing opportunities will be available to us in amounts sufficient to fund our liquidity needs or to meet our debt repayment obligations. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
In addition to making it more difficult for us to satisfy our debt repayment obligations, our substantial indebtedness could limit our ability to incur additional indebtedness if needed for other purposes, including working capital, capital expenditures, acquisitions and general corporate or other purposes, on satisfactory terms or at all. As a result, our indebtedness could increase our vulnerability to future economic downturns and impair our ability to withstand declines in the travel industry and limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate.
We may not have the ability to raise the funds necessary to meet our payment obligations under our 2028 Notes and our 2030 Notes.
Our 2028 Notes and 2030 Notes are scheduled to mature on February 15, 2028 and July 1, 2030 respectively, unless earlier repurchased, redeemed or converted. Holders of our 2028 Notes will have the right to require us to repurchase such 2028 Notes upon the occurrence of a fundamental change at a repurchase price equal to 100% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid special interest, if any. Holders of our 2030 Notes will have the right to require us to repurchase such 2030 Notes on July 3, 2028, and upon the occurrence of a fundamental change, in each case, at a repurchase price equal to 100% of the principal amount of the 2030 Notes to be repurchased, plus accrued and unpaid special interest, if any.
However, we may not have enough available cash or be able to obtain financing at the time we are required to repurchase the 2028 Notes or 2030 Notes. In addition, our ability to repurchase our 2028 Notes and 2030 Notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase our 2028 Notes and 2030 Notes or pay the repurchase price with respect to our 2028 Notes or 2030 Notes or repay the principal at a time when such payment is required by the indentures governing our 2028 Notes and our 2030 Notes would constitute a default under the relevant indenture. A default under the indentures governing our 2028 Notes and/or our 2030 Notes could also lead to a default under agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase our 2028 Notes or 2030 Notes or make required payments on our 2028 Notes and 2030 Notes when due.
We depend on the performance of directors, key executives, senior management and other qualified employees. If we are unable to attract, retain and motivate such persons, our business and growth prospects could be adversely affected.
Our business and future success is substantially dependent on the continued services and performance of our directors, key executives, senior management and other employees, including employees with travel industry experience or expertise in information technology and systems, software services, engineering and financial services. Any of these individuals may choose to terminate their employment with us at any time. There is a limited pool of individuals who have the skills and training needed to help us grow our company, and we cannot assure you that we will be able to retain these employees or find adequate replacements, if at all. Further, our Director, Group Chairman and Chief Mentor, Mr. Deep Kalra and our Director and Group Chief Executive Officer, Mr. Rajesh Magow have each entered into change in control severance agreements with MMT India,
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pursuant to which each of them will be entitled to certain benefits if he chooses to terminate his employment for good reason. See “Item 6. Directors, Senior Management and Employees — B. Compensation — Employment Agreements with Executive Officers.”
The specialized skills we require can be difficult, time-consuming and expensive to acquire and/or develop and, as a result, these skills are often in short supply. A lengthy period may be required to hire and train replacement personnel when skilled personnel depart our company. Our ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.
We may be required to increase our levels of employee compensation more rapidly than in the past to remain competitive in attracting the quality of employees that our business requires. Further, evolving employee expectations regarding flexible, hybrid or remote work arrangements could affect our talent attraction and retention efforts and may create operational, cultural and managerial challenges if not addressed effectively. High attrition rates of qualified personnel could have an adverse effect on our ability to expand our business, as well as cause us to incur greater personnel expenses and training costs. If we do not succeed in attracting well-qualified employees or retaining or motivating existing employees, our business and growth prospects could be adversely affected.
Our failure to implement and maintain effective internal control over financial reporting may result in material misstatements in our financial statements requiring us to restate financial statements in the future, cause investors to lose confidence in our reported financial information and have a negative effect on our share price.
Our management has in the past identified a material weakness in our internal control over financial reporting and has taken steps to remediate this. However, we cannot assure you that additional material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or improve existing controls or implement new controls could result in material misstatements in our financial statements and adversely affect the results of annual management evaluations regarding the effectiveness of our internal control over financial reporting. In addition, any such failure could result in material weaknesses and cause us to fail to meet our periodic reporting obligations which in turn could cause our shares to be de-listed or suspended from trading on the Nasdaq Global Market. Also, any of the foregoing may cause investors to lose confidence in our reported financial information, leading to a decline in our share price and adversely affect our ability to raise funds in future.
Our insurance coverage may be inadequate and may not protect us against all material risks, and successful claims that exceed our insurance coverage could adversely affect our business, financial condition and results of operations.
We maintain and annually renew insurance for losses arising from fire, burglary and terrorist activities for our corporate office at Gurugram and other offices in India. We have a liability policy to insure our directors and officers from various liabilities arising out of the general performance of their duties. We have purchased insurance for fire, earthquake and burglary for office equipment, and have also obtained cyber and crime insurance for our operations. We have also obtained medical insurance, term life insurance and accidental insurance for our employees. See “Item 4. Information on the Company — B. Business Overview — Insurance”. While we renew our insurance policies in the ordinary course of business, there can be no guarantee that the insurance costs on renewal will not substantially increase or that the renewed terms will be fully acceptable to us. We may need to bear losses to the extent we incur uninsured losses or losses in excess of policy limits, or where there are claims that are rejected or delayed by the insurer. Moreover, if we incur a serious uninsured loss of significant value or a successful assertion of one or more large claims against us that exceeds our available insurance coverage or there are changes in terms of our insurance policies on renewal, including premium increases or the imposition of a larger deductible or co-insurance requirement, our business, financial condition, cash flows and results of operations could be adversely affected.
We rely on estimates and data to calculate certain of our key metrics, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.
We depend on certain key metrics, including flight segments, room nights, bus tickets, Gross Bookings, lifetime unique transacting customers, annual unique transacting customers, Myra daily conversations, number of hotels and alternative accommodations, repeat transaction rate, cross-sell rates (hotels), ancillary attachment rates, number of loyalty program members and number of mobile application downloads, to assess our performance, guide strategic decisions and communicate with investors. Some of these metrics are derived from estimates and data sourced from third-party travel suppliers. The accuracy of these metrics is subject to inherent uncertainties
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and limitations, including incomplete or inaccurate data, system errors or changes in supplier reporting practices. The calculation of these key metrics requires the ongoing collection of data on new offerings that are added to our platform over time. Our business is complex, and the methodology used to calculate these metrics may require future adjustments to accurately represent the full value of new offerings.
In addition, a single person may have multiple accounts and download our mobile applications on multiple devices, some customers may restrict our ability to accurately identify them across visits, some mobile applications automatically contact our servers for regular updates with no customer action, and we are not always able to capture customer information on our platform. As such, the calculations of our mobile application downloads and annual unique transacting customers may not accurately reflect the unique number of people actually downloading our applications or transacting on our platform.
Limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If our operational metrics are not accurate representations of our business, or if investors do not perceive these metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, our stock price could decline, we may be subject to shareholder litigation, and our business, results of operations and financial condition could be materially and adversely affected.
Increased focus on our ESG responsibilities may result in additional costs and risks.
Institutional, individual, and other investors, proxy advisory services, regulatory authorities, consumers and other stakeholders are increasingly focused on environmental, social and governance (“ESG”) practices of companies. In particular, we face heightened expectations with respect to our practices, disclosures and performance in relation to environmental sustainability, climate change, biodiversity, diversity, equity and inclusion and human rights practices, among other topics.
The current regulatory landscape regarding climate change and other ESG-related matters is evolving and is likely to continue to develop in ways that require our business to adapt and require us to make certain disclosures regarding our operations and our commitments. Governments are, and may continue to, enact new laws and regulations and/or view matters or interpret laws and regulations differently than they have in the past, including laws and regulations which are responsive to ESG trends or otherwise seek to reduce the carbon emissions relating to travel and set minimum energy efficiency requirements, which could materially and adversely affect our business, results of operations and financial condition.
As we look to respond to evolving standards for identifying, measuring and reporting ESG metrics, our efforts may result in a significant increase in costs and may nevertheless not meet investor or other stakeholder expectations and evolving standards or regulatory requirements, which may negatively impact our financial results, our reputation, our ability to attract or retain employees, our attractiveness as a service provider, investment, or business partner, or expose us to government enforcement actions, private litigation, and actions by shareholders or stakeholders.
Climate change and extreme weather events may have an adverse impact on our business.
Our business may also be negatively impacted by climate change. Direct effects may include disruptions to travel and to our operations due to more frequent or severe storms, hurricanes, flooding, rising sea levels, shortages of water, droughts and wildfires. Rising seas also degrade beaches and pose significant risks to the viability of some low-lying destinations, such as Seychelles and the Maldives. The frequency and severity of climate-related events, including storms, hurricanes, flooding, droughts, and wildfires, may continue to increase, resulting in more frequent disruptions to travel and to our operations. These events may cause significant harm to popular travel destinations, reduce consumer demand for travel to affected areas, and adversely impact our business in the short, medium, and long term. Indirect effects may include a significant shift in consumer preferences, which we may not successfully adapt to, or the general harm to our business as a result of a general perception of travel as an environmental harm. These and other climate change related impacts could have a significant adverse impact on our business in the short, medium and long term. Further, there is uncertainty around the accounting standards and climate-related disclosures associated with emerging laws and reporting requirements and the related costs to comply with the emerging regulations could be significant. Experiencing or addressing the various physical,
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regulatory and adaptation/transition risks from climate change may impact our business, financial condition and results of operations.
Risks Related to Our Operations in India
A substantial portion of our business and operations are located in India and we are subject to regulatory, economic, social and political uncertainties in India.
A substantial portion of our business and most of our employees are located in India, and we intend to continue to develop and expand our business in India. Consequently, our business, financial performance and the market price of our ordinary shares will be affected by prevailing economic conditions, changes in government policies, including taxation policies and foreign investment policies, social and civil unrest and other political, social and economic developments in or affecting India.
The Government of India has exercised and continues to exercise significant influence over many aspects of the Indian economy. Since 1991, successive Indian governments have generally pursued policies of economic liberalization and financial sector reforms, including by significantly relaxing restrictions on the private sector. Nevertheless, the role of the Indian central and state governments in the Indian economy as producers, consumers and regulators has remained significant and we cannot assure you that such liberalization policies will continue. The rate of economic liberalization could change, and specific laws and policies affecting travel service companies, e-commerce, data, foreign investments, currency exchange rates and other matters affecting investments in India could change as well or be subject to unfavorable changes, interpretations, or uncertainty, including by reason of limited administrative or judicial precedents. There can be no assurance that the Government of India may not implement new regulations and policies, which will require us to obtain approvals and licenses or impose onerous requirements and conditions on our operations. In addition, if any negative diplomatic relations, trade dispute or political tension arises between India and other countries, it could reduce levels of trade, investment, technological exchanges, and other economic activities between India and such countries. Such tensions could also affect travel volumes and demand for travel-related products and services. A significant change in India’s policy of economic liberalization and deregulation, or any social or political uncertainties or tensions, could adversely affect our business, financial condition, results of operations and prospects.
See also “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business and Our Industry – Changing laws, rules and regulations and legal uncertainties applicable to the travel industry may result in additional compliance costs and adversely affect our business and financial performance” and “Item 3. Key Information — D. Risk Factors — Risks Related to Our Business and Our Industry — Changing tax laws, rules and regulations, including adverse application thereof, could increase our tax liabilities and adversely affect our business and financial performance.”
As the domestic Indian market constitutes a significant source of our revenue, a slowdown in economic growth in India may adversely affect our business and financial performance.
In fiscal years 2024, 2025 and 2026, 93.1%, 92.9% and 90.5%, respectively, of our revenue was derived directly from sales by our subsidiaries in India. The performance and growth of our business are necessarily dependent on economic conditions prevalent in India, which may be materially and adversely affected by political instability or regional conflicts, a general rise in interest rates, inflation, and economic slowdowns elsewhere in the world or otherwise. For a large part of 2020 to 2022, the global economy (including India) was affected by the COVID-19 pandemic, which resulted in a sharp decline in economic activities and consumer spending. More recently, inflation and other macroeconomic pressures, such as global tariffs, high interest rates, energy price volatility and inflationary pressures, have contributed to an increasingly complex macroeconomic environment. The Indian economy also remains largely driven by the performance of the agriculture sector, which depends on external factors such as the quality of the monsoon season each year.
A change in economic and deregulation policies could adversely affect economic conditions prevalent in the areas in which we operate our business. For example, in November 2016, the Government of India and the Reserve Bank of India issued notifications withdrawing certain high-value denominations of currency notes as legal tender, which resulted in a short-term negative impact on the economy, including the travel industry. Further, in May 2023, the Reserve Bank of India issued notification withdrawing denomination of currency notes of 2000 Indian Rupees from circulation with effect from September 30, 2023. These and similar future measures may adversely affect India’s economy and growth rate. In the past, economic slowdowns in the Indian economy have harmed the travel industry as customers have less disposable income for their travels, especially holiday travel. The conflict between Ukraine and Russia, as well as in the Middle East, has contributed to significant volatility in global economic conditions and has had a negative impact on the global economy, which could dampen demand for India’s exports. In addition, supply chain disruptions could further affect India’s economy and exacerbate the
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effect of inflation. Any slowdown in the Indian economy or increase in inflation could have a material adverse effect on the demand for the travel products we sell and, as a result, on our business, financial condition and results of operations.
Trade deficits, any downgrading of India’s debt rating by a domestic or international rating agency or any changes in the rate of increase of Indian price inflation could also adversely affect our business and the price of our ordinary shares. India’s trade relationships with other countries and its trade deficit, driven to a major extent by global crude oil prices, may adversely affect Indian economic conditions. If trade deficits increase or are no longer manageable because of the rise in global crude oil prices or otherwise, our business, our financial performance and the price of our ordinary shares could be adversely affected. Imposition of tariffs by the US on various countries and the countermeasures taken by such countries, as well as concerns over government responses such as higher taxes and reduced government spending, could impair consumer spending, adversely affect travel demand and have a material adverse effect on our business, financial condition and results of operations.
India also faces major challenges in sustaining its growth, which includes the need for substantial infrastructure development, improving access to healthcare and education, widespread vaccine coverage, gains from supply-side reforms and easing of regulations, robust export growth, and availability of fiscal space to ramp up capital spending. If India’s economic growth cannot be sustained or otherwise slows down significantly, our business and prospects could be adversely affected.
Changing laws, rules and regulations and legal uncertainties in India, including adverse application of laws governing corporates, could adversely affect our business, financial condition and results of operations.
The regulatory and policy environment in India is evolving and subject to change. Such changes, including the instances mentioned below, could have an adverse effect on our business, financial condition and results of operations, to the extent that we are unable to respond to and comply with any such changes in applicable law and policy.
The Government of India introduced the Code on Wages, 2019, the Code on Social Security, 2020, the Occupational Safety, Health and Working Conditions Code, 2020 and the Industrial Relations Code, 2020 which consolidate, subsume and replace numerous existing central labor legislations. While the rules for implementation under these codes have been recently notified, we have yet to determine the impact of all or some such laws on our business and operations which may restrict our ability to grow our business in the future and increase our expenses.
On August 27, 2025, the United States imposed a 25% penalty on transactions involving Russian entities, in response to India’s continued purchases of Russian oil and weapons. Although India and the United States entered into a bilateral agreement on February 7, 2026, under which the reciprocal tariff on punitive duty was reduced from 25% to 18%, the recent U.S. Supreme Court ruling striking down emergency tariff powers has introduced some uncertainty around the future of U.S. duties on Indian goods. These tariffs have triggered economic uncertainty and may adversely impact companies that source materials or products from India. While our Company may not be directly involved in such transactions, the broader implications could include increased costs, supply chain disruptions, and reduced competitiveness of Indian suppliers. If trade tensions persist or escalate, the increased tariffs may have an impact on our results of operations.
Unfavorable changes in existing interpretations, or the promulgation of new laws, rules and regulations including foreign investment and stamp duty laws governing our business and operations, could result in us being deemed to be in contravention of such laws and may require us to apply for additional approvals. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time-consuming as well as costly for us to resolve and may impact the viability of our current businesses or restrict our ability to grow our businesses in the future.
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We cannot predict whether any laws or regulations will be enacted or predict the nature and effects of any such laws or regulations or whether, if at all, any laws or regulations would have an adverse effect on our business, financial condition and results of operations.
If inflation were to rise in India, we might not be able to increase the prices of our services at a proportional rate in order to pass costs on to our customers, thereby reducing our margins.
India has experienced high inflation relative to developed countries in the recent past. Changes in inflation rates can affect our pricing as well as our expenses, including employee salaries. High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any increase in inflation in India can increase our expenses, which we may not be able to adequately pass on to our customers, whether entirely or in part, and may adversely affect our business, financial condition and results of operations. In particular, we might not be able to reduce our costs or entirely offset any increases in costs with increases in prices for our products. In such case, our business, financial condition and results of operations may be adversely affected. In addition, higher inflation may result in our customers cutting back on travel due to reductions in their disposable income and increases in the price of travel and related offerings, which could have an adverse effect on our business, prospects, financial condition, results of operations and cash flows. Although the Government of India has previously initiated economic measures to combat high inflation rates, it is unclear whether these measures will remain in effect. There can be no assurance that Indian inflation levels will not worsen in the future.
Restrictions on foreign investment in India may prevent or delay future acquisitions or investments by us in India, or require us to make changes to our business, which may adversely affect our business and financial performance, and require prior government approval for holders of our ordinary shares (including upon conversion of our Class B Shares, 2028 Notes or 2030 Notes) and our Class B Shares.
India regulates ownership of Indian companies by foreigners, although some restrictions on foreign investment have been relaxed in recent years. These regulations and restrictions may apply to acquisitions by us or our affiliates, including MMT India and affiliates that are not resident in India, of shares in Indian companies or the provision of funding by us or any other entity to Indian companies within our group. For example, under the Government of India’s consolidated foreign direct investment policy (“FDI Policy”) and India’s Foreign Exchange Management Act, 1999, and the rules and regulations thereunder, each as amended (“FEMA”), additional requirements are applicable to foreign investments in India, including requirements with respect to downstream investments by Indian companies owned or controlled by foreign entities, and the transfer of ownership or control of Indian companies in sectors with caps on foreign investment from resident Indian persons or entities to non-residents, as well as such transactions between non-residents. These requirements, which include restrictions on pricing, valuation of shares and sources of funding for such investments and may in certain cases, include prior notice to or approval of the Government of India, may adversely affect our ability to make future acquisitions or investments in India.
In addition, pursuant to amendments in April 2020 to the FDI Policy and the FEMA rules, prior government approval will be required for any non-debt investment into India by non-resident entities from countries that share a land border with India or where the beneficial owner of such an investment is situated in or is a citizen of any such country, as well as for any transfer of any such proposed or existing non-debt investment, directly or indirectly, that would result in ownership by any such non-resident entity or beneficial owner. The list of land border countries includes Afghanistan, Bangladesh, Bhutan, the People’s Republic of China, Myanmar, Nepal and Pakistan. This approval requirement applies to investments in all sectors, including those that previously did not require such approval, such as travel and tourism. Pursuant to further amendments in 2026, to the FDI Policy and the FEMA, the term “beneficial owner” has been defined and the requirement for prior approval has been limited to investments or transfers pursuant to which a citizen of a land border country or an entity incorporated or registered in a land border country holds or would hold, directly or indirectly, individually or cumulatively, independently or collectively, more than 10% of the shares, capital or profits of the investor entity incorporated or registered in a country other than a land border country, or exercises control over such investor entity, or exercises ultimate effective control over the investee entity in India. If our holding company is deemed to be a non-resident entity or an entity with a beneficial owner restricted by these amendments, prior government approval will be required for investments in non-debt instruments in our direct and indirect Indian subsidiaries and group entities, including MMT India, as well as for any such proposed investments or acquisitions by us or our affiliates, including MMT India and affiliates which are not resident in India. Investments in our ordinary shares (including upon conversion of our Class B Shares, our 2028 Notes or our 2030 Notes) and our Class B Shares would be deemed to be non-debt investments into our Indian subsidiaries, including MMT India. Accordingly, under the current FDI Policy and the FEMA rules, any proposed holder or beneficial owner of our ordinary shares, Class B Shares, 2028 Notes or 2030 Notes that is a non-resident entity from a country that shares a land border with India or where the beneficial owner of such an investment is situated in or is a citizen of any such country will not be able to convert such notes into ordinary shares without such approval. The Government of India has made and
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may continue to make revisions to the FDI Policy and the FEMA rules, which may impose additional requirements with respect to any holder’s ability to acquire our ordinary shares (including upon conversion of our Class B Shares, our 2028 Notes or our 2030 Notes) and/or requirements for acquisition of our ordinary shares or Class B Shares upon a transfer thereof.
Further, under the FEMA, we are restricted from lending to or borrowing from our Indian subsidiaries and our Indian subsidiaries are restricted from lending or borrowing in foreign currencies. We are also required to complete FEMA filings with respect to past investments in order to make further investments in India. There can be no assurance that we will be able to obtain any required approvals for future acquisitions or investments in India, including in our Indian subsidiaries and group entities, or that we will be able to obtain such approvals in a timely manner, on satisfactory terms or at all. Under the FEMA, the Reserve Bank of India has the power to impose monetary penalties up to three times the value of a FEMA violation, where quantifiable, and confiscate the shares at issue.
Further, the Government of India has made and may continue to make revisions to the FDI Policy on e-commerce in India, including in relation to business model, inventory, pricing and permitted services. Such changes may require us to make changes to our business in order to comply with Indian law.
Our investors ma y be subject to Indian taxes on income arising from the sale of our ordinary shares.
The Income Tax Act, 1961, as amended, provides that income arising directly or indirectly from the sale of a capital asset, including any shares or interest in a company incorporated outside of India, will be subject to tax in India, if such shares or interest directly or indirectly derive their value substantially from assets located in India, irrespective of whether the seller of such shares has a residence, place of business, business connection, or any other presence in India. Through amendments introduced in fiscal year 2015 to the Income Tax Act, 1961, the word “substantially” has been defined and investors may be subject to Indian income taxes on the income arising directly or indirectly from the sale of our ordinary shares subject to the provisions of double taxation avoidance agreements that India has entered into with other countries. Further, the amendments also contain an exemption with respect to alienation of shares by a transferor-investor whose voting rights or shareholding, at any time during twelve-month period preceding the date of sale, does not exceed 5% of the total voting rights or shareholding in the company, provided such transferor-investor is not vested with rights of management or control in any other form.
On May 10, 2016, a protocol for amendment of the India-Mauritius tax treaty was signed by India and Mauritius (which came into force on July 19, 2016) under which India is entitled to taxation rights on capital gains arising from alienation of shares acquired on or after April 1, 2017, in an Indian resident company. In respect of such capital gains arising after March 31, 2019, the tax is chargeable at full domestic Indian tax rates.
Risks Related to Investments in Mauritian Companies
As our shareholder, you may have greater difficulties in protecting your interests than as a shareholder of a United States corporation
We are incorporated under the laws of Mauritius. The laws generally applicable to United States corporations and their shareholders may provide shareholders of United States corporations with rights and protection for which there may be no corresponding or similar provisions under the Companies Act 2001 of Mauritius, as amended (the “Mauritius Companies Act”). As such, if you invest in our ordinary shares, you may or may not be accorded the same level of shareholder rights and protection that a shareholder of a United States corporation may be accorded under the laws generally applicable to United States corporations and their shareholders. Taken together with the provisions of our Constitution, some of these differences may result in you having greater difficulties in protecting your interests as our shareholder than you would have as a shareholder of a United States corporation. This affects, among other things, the circumstances under which transactions involving an interested director are voidable, whether an interested director can be held accountable for any benefit realized in a transaction with us, what rights you may have as a shareholder to enforce specified provisions of the Mauritius Companies Act or our Constitution, and the circumstances under which we may indemnify our directors and officers.
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We may become subject to unanticipated tax liabilities that may have a material adverse effect on our results of operations.
We are a Mauritius Global Business Company (“GBC”), and are tax resident in Mauritius. The Income Tax Act 1995 of Mauritius imposes a tax in Mauritius on the chargeable income of our holding company at the rate of 15% and effective from the assessment year commencing on July 1, 2024, an additional 2% as Corporate Climate Responsibility (“CCR”) levy.
Our holding company is governed by the regulatory regime applicable to GBCs effective from July 1, 2021. Generally, income tax rate for GBCs is 15%. Subject to meeting certain prescribed conditions, a partial exemption of 80% may be allowed against certain types of income such as foreign source dividend and interest. Where the GBC derives income, which is subject to foreign tax, and where such partial exemption has not been applied, the amount of foreign tax paid may be allowed as a credit against income tax payable in Mauritius in respect of that income.
In order to maintain their global business licenses, GBCs must adhere to substance requirements such as:
(i)carrying out their core income generating activities in or from Mauritius by:
•employing either directly or indirectly a reasonable number of qualified persons to carry out the core activities, and
•having a minimum level of expenditure, which is proportionate to its level of activities
(ii)be managed and controlled from Mauritius; and
(iii)be administered by a Management Company.
In a circular addressed to Management Companies dated October 12, 2018, the Financial Services Commission in Mauritius has advised that in assessing the substance requirements to be met by a GBC, they shall consider the nature and level of core income generating activities conducted (including the use of technology) by the GBC and taking into account the circumstances of each GBC, based on certain indicative guidelines such as minimum expenditure and employment in Mauritius.
The Mauritius Financial Services Commission has clarified through a circular dated January 17, 2022, that core income generating activities requirements will only apply to those holders or applicants for a global business license wishing to benefit from the preferential tax regime. GBCs not claiming partial exemption are not required to meet the core income generating activities requirements. Accordingly, our holding company will need to meet these requirements in order to benefit from the preferential tax regime.
Our holding company holds a specific Tax Residence Certificate issued under the convention between the Government of Mauritius and the Government of Republic of India for the avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on income and Capital Gains and for the Encouragement of Mutual Trade and Investment, valid until May 4, 2027 and a general Tax Residence Certificate for all jurisdictions, valid until May 8, 2027, to certify that our holding company is resident in Mauritius, from the Mauritius Revenue Authority, as per the guidelines prescribed by the Mauritius Revenue Authority. These certificates are required for the avoidance of double taxation under the Agreements for the Avoidance of Double Taxation signed between Mauritius and other jurisdictions, including India and the UAE. These tax residence certificates are renewed annually. If these tax residence certificates are not renewed for a period for which benefit under the Agreements for the Avoidance of Double Taxation is claimed, then, the same may be denied by the tax authorities.
Risks Related to Our Ordinary Shares
Our significant shareholder may have interests that are different from or conflict with the interests of our other shareholders.
As of March 31, 2026, Trip.com Group Limited (“Trip.com”) beneficially owns 100.0% of our issued and outstanding Class B Shares and 12.14% of our issued and outstanding ordinary shares, representing 17.08% of the voting rights in our company. For more information, see “Item 7. Major Shareholders and Related Party Transactions” and “Item 10. Additional Information — B. Memorandum and Articles of Association — Amended and Restated Trip.com Investor Rights Agreement.”
As a result of its ownership of our Class B Shares, Trip.com is entitled to nominate two directors to our board of directors as of the date of this Annual Report. So long as Trip.com beneficially owns 10% or more of our
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issued and outstanding voting securities (subject to adjustment for any share split, share dividend, recapitalization, reclassification or similar transaction in respect of any such ordinary shares), it will be entitled to nominate a number of directors to our board of directors in proportion to its beneficial ownership in our company. In addition, under the Amended and Restated Trip.com Investor Rights Agreement, one Independent Director must be appointed from a pool of candidates recommended by Trip.com and approved by Mr. Deep Kalra and Mr. Rajesh Magow, a majority of Independent Directors must be appointed from a pool of candidates approved by Mr. Deep Kalra, Mr. Rajesh Magow and a majority of the Trip.com directors and one of the investor directors designated by Trip.com shall be entitled to exercise the casting vote to which the chairman of the board of directors would otherwise have been entitled pursuant to Article 114 of our Constitution. Under the Amended and Restated Trip.com Investor Rights Agreement, Trip.com and its affiliates are not restricted from purchasing additional our ordinary shares in the open market and can further increase their ownership in our company up to 74.9% under the Amended and Restated Trip.com Investor Rights Agreement, which means that Trip.com and its affiliates may acquire enough of our ordinary shares to control more than a majority of our issued and outstanding voting securities and consequently the right to appoint a majority of our board of directors. In addition, important matters relating to our company and subsidiaries which constitute Reserved Matters (as defined herein) must be approved by a majority of the total number of directors (including the Class B directors) and a majority of the Class B directors, which provides Trip.com and its affiliates with significant veto rights over such matters. The Terms of Issue governing the Class B Shares (the “Terms of Issue”), also provide that certain transferees of Class B Shares may, subject to certain minimum ownership thresholds, acquire some of the same rights with respect to board representation and Reserved Matters that Trip.com currently has. See “Item 10. Additional Information — B. Memorandum and Articles of Association — Class B Shares.” Pursuant to a letter dated July 6, 2026, Trip.com has waived all special rights under the Terms of Issue in relation to MMT India and its subsidiaries with effect from the listing and commencement of trading of equity shares of MMT India pursuant to the proposed initial public offering of MMT India as described in “Item 8. Financial Information — B. Significant Changes.”
The interests of Trip.com and its affiliates may be different from or conflict with the interests of our other shareholders and their influence may result in the delay or prevention of a change of management or control of our company or other significant actions affecting our company, even if such transactions or actions may be beneficial to our other shareholders.
Investors may have difficulty enforcing judgments against us, our directors and management.
We are incorporated under the laws of Mauritius. Further, we conduct substantially all of our operations in India through our key operating subsidiaries in India. The majority of our directors and officers, and some of the experts named in this Annual Report, reside outside the United States, and a majority of our assets and some or all of the assets of such persons are located outside the United States. As a result, it may be difficult or impossible to effect service of process within the United States upon us or those persons, or to recover against us or them on judgments of United States courts, including judgments predicated upon the civil liability provisions of the United States federal securities laws. An award of punitive damages under a United States court judgment based upon United States federal securities laws is likely to be construed by Mauritian and Indian courts to be penal in nature and therefore unenforceable in both Mauritius and India. Further, no claim may be brought in Mauritius or India against us or our directors and officers in the first instance for violation of United States federal securities laws because these laws have no extraterritorial application under Mauritian or Indian law and do not have force of law in Mauritius or India. However, a Mauritian or Indian court may impose civil liability, including the possibility of monetary damages, on us or our directors and officers if the facts alleged in a complaint constitute or give rise to a cause of action under Mauritian or Indian law. Moreover, it is unlikely that a court in Mauritius or India would award damages on the same basis as a foreign court if an action were brought in Mauritius or India or that a Mauritian or Indian court would enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with Mauritius or Indian practice or public policy.
The courts of Mauritius or India would not automatically enforce judgments of United States courts obtained in actions against us or our directors and officers, or some of the experts named herein, predicated upon the civil liability provisions of the United States federal securities laws, or entertain actions brought in Mauritius or India against us or such persons predicated solely upon United States federal securities laws. Further, there is no treaty in effect between the United States and Mauritius providing for the enforcement of judgments of United States courts in civil and commercial matters and the United States has not been declared by the Government of India to be a reciprocating territory for the purposes of enforcement of foreign judgments, and there are grounds upon which Mauritian or Indian courts may decline to enforce the judgments of United States courts. A judgment of courts in the United States may be enforced in India only by a fresh suit upon the foreign judgment and not by proceedings in execution. Some remedies available under the laws of United States jurisdictions, including remedies available under the United States federal securities laws, may not be allowed in Mauritian or Indian
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courts if contrary to public policy in Mauritius or India. Because judgments of United States courts are not automatically enforceable in Mauritius or India, it may be difficult for you to recover against us or our directors and officers or some experts named in this Annual Report based upon such judgments. In India, prior approval of the Reserve Bank of India is required in order to repatriate any amount recovered pursuant to such judgments.
As a foreign private issuer, we are permitted to, and we will, follow certain home country corporate governance practices in lieu of certain Nasdaq requirements applicable to US issuers. This may afford less protection to holders of our ordinary shares.
As a foreign private issuer whose ordinary shares are listed on the Nasdaq Global Market, we are permitted to, and we will, follow certain home country corporate governance practices in lieu of certain Nasdaq Marketplace Rules (the “Nasdaq Rules”). A foreign private issuer must disclose in its Annual Reports filed with the Securities and Exchange Commission (“SEC”) each Nasdaq Rule with which it does not comply followed by a description of its applicable home country practice. As a company incorporated in Mauritius and listed on the Nasdaq Global Market, we currently intend to follow our home country practice with respect to the composition of our board of directors, nominations committee, audit committee, executive sessions and approval of amendments to our share incentive plans. Unlike the Nasdaq Rules, the corporate governance practice and requirements in Mauritius do not require us to have a majority of our board of directors to be independent; do not require an audit committee to have at least three members, do not require us to hold regular executive sessions where only independent directors shall be present and do not require us to obtain shareholder approval prior to the issuance of securities or when a stock option or purchase plan is materially amended. Such Mauritian home country practices may afford less protection to holders of our ordinary shares.
The trading price for our ordinary shares is highly volatile.
The market price of our ordinary shares is highly volatile and could continue to be subject to wide fluctuations in response to, among other risks, the risks described in this Item 3 of our Annual Report, as well as financial or operating results that vary from expectations of securities analysts and investors, changes in expectations as to our future financial or operating performance, changes in our capital or governance structure, repurchases of our securities, changes in device and platform technologies and search industry dynamics (such as key word pricing and traffic), or other changes that negatively affect our ability to generate traffic to our websites, announcements by us or our competitors of significant contracts, acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments as well as technological innovations, new services or promotional and discounting activities, announcements by us or competitors relating to the development or implementation of AI technologies, adverse developments in pending litigation or regulatory proceedings and lack of success in our efforts to increase our market share.
The market for technology stocks and the stock market in general has experienced extreme price and volume fluctuations, which has caused, and may cause in the future, a decrease in the market price of our ordinary shares due to a number of factors, many of which are out of our control. To the extent that the public’s perception of the prospects of technology, e-commerce or travel companies is negative, our share price could decline, regardless of our operating results or financial performance. Volatility in our share price could also make us less attractive to certain investors, and/or invite speculative trading in our securities.
The sale or availability for sale of substantial amounts of our ordinary shares could adversely affect their market price.
Sales of substantial amounts of our ordinary shares in the public market, or the perception that such sales could occur, could adversely affect the market price of our ordinary shares and could materially impair our future ability to raise capital through offerings of our ordinary shares.
As of March 31, 2026, we had 90,448,984 ordinary shares (including 1,686,012 ordinary shares held as treasury shares) and 5,295,690 Class B Shares outstanding. All of the ordinary shares sold in our prior public offerings are freely tradable without restriction or further registration under the US Securities Act of 1933, or the Securities Act, unless held by our “affiliates” as that term is defined in Rule 144 under the Securities Act. Subject to applicable restrictions and limitations under Rule 144 of the Securities Act, all of our shares outstanding before our prior public offerings will be eligible for sale in the public market. If these shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our ordinary shares could decline. We cannot predict what effect, if any, market sales of ordinary shares held by our significant shareholders or any other
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shareholder or the availability of these ordinary shares for future sale will have on the market price of our ordinary shares.
Future issuances of any equity securities (including upon conversion of our Class B Shares, our 2028 Notes and our 2030 Notes), may decrease the trading price of our ordinary shares and result in substantial dilution to holders of our ordinary shares.
We may issue equity or equity-linked securities in the future for a number of reasons, including to finance our operations and business strategy (including in connection with acquisitions and other transactions), to adjust our ratio of debt to equity, to satisfy our obligations upon the exercise of equity-linked securities, pursuant to our Share Incentive Plan, or for other reasons. For example, in October 2016, we issued an aggregate of 9,857,028 ordinary shares (comprising 659,939 ordinary shares issued from treasury shares held by us and 9,197,089 new ordinary shares) to Trip.com upon conversion of its $180 million in aggregate principal amount of 4.25% convertible notes due in 2021. In January 2017, we issued 38,971,539 Class B Shares to MIH Internet as partial consideration for the acquisition of the ibibo Group and issued 413,035 ordinary shares to MIH Internet for an aggregate consideration of $8.8 million. In May 2017, we issued 5,500,000 ordinary shares to various investors (including 916,666 of our ordinary shares to Trip.com) and 3,666,667 of our Class B Shares to MIH Internet in a private placement for total gross proceeds of $330.0 million. In June 2025, we issued 18,400,000 ordinary shares at an aggregate offering price of $1,656.0 million in an underwritten registered public offering. In addition, we issued our 2028 Notes in February 2021 and our 2030 Notes in June 2025. The issuance of ordinary shares upon the conversion of some or all of our Class B Shares, the 2028 Notes or the 2030 Notes may result in substantial dilution to each holder of ordinary shares by reducing that shareholder’s percentage ownership of our total outstanding shares. In addition, any future issuance of equity securities could dilute the interests of our shareholders and could substantially decrease the trading price of our ordinary shares.
Provisions of our 2028 Notes and 2030 Notes could discourage an acquisition of us by a third party.
Certain provisions of our 2028 Notes and 2030 Notes could make it more difficult or more expensive for a third party to acquire us, or may even prevent a third party from acquiring us. For example, upon the occurrence of certain transactions constituting a fundamental change, holders of our 2028 Notes and 2030 Notes will have the right, at their option, to require us to repurchase their 2028 Notes and 2030 Notes. In the event of a fundamental change, we may also be required to increase the conversion rate for conversions in connection with such fundamental changes. By discouraging an acquisition of us by a third party, these provisions could have the effect of depriving the holders of our ordinary shares and our Class B Shares of an opportunity to sell their ordinary shares or Class B Shares, as applicable, at a premium over prevailing market prices.
Our holding company will have to rely principally on dividends and other distributions on equity paid by our operating subsidiaries and limitations on their ability to pay dividends to our holding company could adversely impact shareholders’ ability to receive dividends on our ordinary shares.
Dividends and other distributions on equity paid by our operating subsidiaries will be our holding company’s principal source for cash in order for us to be able to pay any dividends and other cash distributions to our shareholders. As of the date of this Annual Report, none of MMT India, ibibo Group or our other subsidiaries have paid any cash dividends on their equity shares to MakeMyTrip Limited. We have never declared or paid any cash dividends and currently have not adopted a dividend policy with respect to future dividends and we do not have any present plan to pay any dividends on our ordinary shares in the foreseeable future. See “Item 8. Financial Information — A. Consolidated Statements and Other Financial Information — Dividend Policy.”
If our operating subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to our holding company. As our key operating subsidiaries are established in India, such subsidiaries are also subject to certain limitations with respect to dividend payments. See “Item 4. Information on the Company — B. Business Overview — Regulations — Dividends.”
Compliance with rules and requirements applicable to public companies may cause us to incur additional costs, and any failure by us to comply with such rules and requirements could negatively affect investor confidence in us and cause the market price of our ordinary shares to decline.
As a public company, we incur significant legal, accounting and other expenses. For example, we are required by Section 404 of the Sarbanes-Oxley Act of 2002 to include a report of management’s assessment on our internal control over financial reporting and an auditor’s attestation report on our internal control over financial
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reporting in our Annual Report on Form 20-F. Effective internal control over financial reporting is necessary for us to provide reliable financial reports. Despite our efforts to ensure the integrity of our financial reporting process, we cannot assure you that material weaknesses or significant deficiencies in our internal control over financial reporting will not be identified in the future. Any failure to maintain or improve existing controls or implement new controls could result in material misstatements in our financial statements and adversely affect the results of annual management evaluations regarding the effectiveness of our internal control over financial reporting.
Complying with these rules and requirements may be difficult and costly for us. We have incurred and anticipate that we will continue to incur considerable costs and use significant management time and other resources in an effort to comply with Section 404 and other United States public company reporting requirements. We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, if we fail to comply with any significant rule or requirement associated with being a public company, such failure could result in the loss of investor confidence, harm our reputation and cause the market price of our ordinary shares to decline.
We may be classified as a passive foreign investment company, which could result in adverse US federal income tax consequences to US holders of our ordinary shares.
Based on, among other things, the current and anticipated valuation of our assets and composition of our income and assets, we do not believe we will be a passive foreign investment company (“PFIC”) for US federal income tax purposes for our current taxable year or will become a PFIC in the foreseeable future. However, the application of the PFIC rules is subject to uncertainty in several respects. In addition, a separate determination must be made after the close of each taxable year as to whether we were a PFIC for that year. Accordingly, we cannot assure you that we will not be a PFIC for our current taxable year or any future taxable year. A non-US corporation will be a PFIC for any taxable year if either (1) at least 75.0% of its gross income for such year is passive income or (2) at least 50.0% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income. For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25.0% (by value) of the stock. Because the value of our assets for purposes of the PFIC test will generally be determined in part by reference to the market price of our ordinary shares, fluctuations in the market price of the ordinary shares may cause us to become a PFIC. In addition, changes in the composition of our income or assets may cause us to become a PFIC. If we are a PFIC for any taxable year during which a US Holder (as defined in “Item 10. Additional Information — E. Taxation — US Federal Income Taxation”) holds an ordinary share, certain adverse US federal income tax consequences could apply to such US Holder. See “Item 10. Additional Information — E. Taxation — US Federal Income Taxation — Passive Foreign Investment Company.”
We may be treated as a “foreign financial institution” under the US Foreign Account Tax Compliance Act, which may impose withholding requirements on payments on our ordinary shares.
Provisions under the US Foreign Account Tax Compliance Act and Treasury Regulations thereunder, commonly referred to as “FATCA,” generally may impose 30.0% withholding on certain “withholdable payments” and, subject to the proposed regulations discussed below, may impose such withholding on “foreign passthru payments” (each as defined in the US Internal Revenue Code) made by a “foreign financial institution” (as defined in the US Internal Revenue Code) that has entered into an agreement with the IRS to perform certain diligence and reporting obligations with respect to the foreign financial institution’s US-owned accounts (each such foreign financial institution, a “Participating Foreign Financial Institution”). If we were treated as a foreign financial institution and if we become a Participating Foreign Financial Institution, to the extent payments on the ordinary shares are considered foreign passthru payments, such withholding may be imposed on such payments to any foreign financial institution (including an intermediary through which a holder may hold the ordinary shares) that is not a Participating Foreign Financial Institution or any other investor who does not provide information sufficient to establish that the investor is not subject to withholding under FATCA, unless such foreign financial institution or investor is otherwise exempt from FATCA. Under current guidance, the term “foreign passthru payment” is not defined and it is therefore not clear whether or to what extent payments on the ordinary shares would be considered foreign passthru payments, although IRS guidance has indicated that the definition of “foreign passthru payment” is intended to cover payments that are attributable to underlying US source income. Under proposed regulations, any withholding on foreign pass thru payments would apply to passthru payments made on or after the date that is two years after the date of publication in the Federal Register of applicable final regulations defining foreign passthru payments. Although these recent regulations are not final, taxpayers generally may rely on them until final regulations are issued. The United States has entered into intergovernmental agreements with certain non-US jurisdictions that will modify the FATCA withholding regime described above. It is not yet clear how the intergovernmental agreements will address foreign passthru payments and whether such
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intergovernmental agreements may relieve foreign financial institutions of any obligation to withhold on foreign passthru payments.
If a United States person is treated as owning at least 10% of our shares, such holder may be subject to adverse US federal income tax consequences.
If a United States person is treated as owning (directly, indirectly or constructively) at least 10.0% of the value or voting power of our stock, such person may be treated as a “United States shareholder” with respect to each “controlled foreign corporation” in our group (if any). A United States shareholder of a controlled foreign corporation may be required to report annually and include in its US taxable income its pro rata share of “Subpart F income,” “net CFC tested income” and investments in US property by controlled foreign corporations, regardless of whether we make any distributions. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a US corporation. Failure to comply with these reporting obligations may subject you to significant monetary penalties and may prevent the statute of limitations with respect to your US federal income tax return for the year for which reporting was due from starting. We cannot provide any assurances that we will assist investors in determining whether any of our non-US subsidiaries are treated as a controlled foreign corporation or whether such investor is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any United States shareholders information that may be necessary to comply with the aforementioned reporting and tax paying obligations. A United States investor should consult its advisors regarding the potential application of these rules to an investment in our ordinary shares.
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