Company Quick10K Filing
Quick10K
MakeMyTrip
20-F 2019-03-31 Annual: 2019-03-31
20-F 2018-03-31 Annual: 2018-03-31
20-F 2017-03-31 Annual: 2017-03-31
20-F 2016-03-31 Annual: 2016-03-31
EXPE Expedia 19,003
XPO XPO Logistics 6,422
TVPT Travelport Worldwide 2,476
TOUR Tuniu 1,265
LIND Lindblad Expeditions Holdings 866
PRSC Providence Service 719
ERA Era Group 205
MKGI Monaker Group 22
GMTA Gander Mountain 0
DSKE Daseke 0
MMYT 2019-03-31
Item 17 ☐ Item 18 ☐
Part I
Item 1. Identity of Directors, Senior Management and Advisers
Item 2. Offer Statistics and Expected Timetable
Item 3. Key Information
Item 4. Information on The Company
Item 4A. Unresolved Staff Comments
Item 5. Operating and Financial Review and Prospects
Item 6. Directors, Senior Management and Employees
Item 7. Major Shareholders and Related Party Transactions
Item 8. Financial Information
Item 9. The Offer and Listing
Item 10. Additional Information
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Item 12. Description of Securities Other Than Equity Securities
Part II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Item 14. Material Modifications To The Rights of Security Holders and Use of Proceeds
Item 15. Controls and Procedures
Item 16A. Audit Committee Financial Expert
Item 16B. Code of Ethics
Item 16C. Principal Accountant Fees and Services
Item 16D. Exemptions From The Listing Standards for Audit Committees
Item 16E. Purchases of Equity Securities By The Issuer and Affiliated Purchasers
Item 16F. Change in Registrant's Certifying Accountant
Item 16G. Corporate Governance
Item 16H. Mine Safety Disclosure
Part III
Item 17. Financial Statements
Item 18. Financial Statements
Item 19. Exhibits
EX-4.22 mmyt-ex422_1941.htm
EX-4.23 mmyt-ex423_1971.htm
EX-4.24 mmyt-ex424_1972.htm
EX-8.1 mmyt-ex81_20.htm
EX-12.1 mmyt-ex121_11.htm
EX-12.2 mmyt-ex122_16.htm
EX-13.1 mmyt-ex131_15.htm
EX-13.2 mmyt-ex132_14.htm
EX-15.1 mmyt-ex151_7.htm

MakeMyTrip Earnings 2019-03-31

MMYT 20F Annual Report

Balance SheetIncome StatementCash Flow

20-F 1 mmyt-20f_20190331.htm 20-F mmyt-20f_20190331.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F

 

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934

or

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2019

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to             

or

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number 001-34837

 

MakeMyTrip Limited

(Exact Name of Registrant as specified in its charter)

 

 

Not Applicable

 

Mauritius

(Translation of Registrant’s Name Into English)

 

(Jurisdiction of Incorporation or Organization)

 

19th Floor, Building No. 5

DLF Cyber City

Gurugram, India, 122002

(Address of Principal Executive Offices)

Mohit Kabra

Group Chief Financial Officer

19th Floor, Building No. 5

DLF Cyber City

Gurugram, India, 122002

(91-124) 439-5000

groupcfo@go-mmt.com

(Name, Telephone, E-mail and/or facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Ordinary Shares, par value $0.0005 per share

MMYT

Nasdaq Global Market

(Title of Class)

(Trading Symbol)

(Name of Exchange On Which Registered)

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the Annual Report.

 

Class

Number of Shares Outstanding as of March 31, 2019

Ordinary shares, $0.0005 par value per share (“ordinary shares”)

60,303,844 shares outstanding

Class B convertible ordinary shares, par value $0.0005 per share (“Class B Shares”)

42,638,206 shares outstanding

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes              No  

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes              No  

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes              No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes              No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  

Accelerated filer  

Non-accelerated filer  

 

 

Emerging growth company  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

US GAAP  

International Financial Reporting Standards as issued

Other  

 

by the International Accounting Standards Board  

 

If “Other” has been checked in the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17              Item 18  

If this is an Annual Report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

Yes              No  

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court:

Yes              No  

 

 

 

 

 


 

  TABLE OF CONTENTS

 

 

PAGE  

PART I

 

 

 

ITEM  1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

6

 

 

ITEM  2. OFFER STATISTICS AND EXPECTED TIMETABLE

6

 

 

ITEM 3. KEY INFORMATION

6

 

 

ITEM 4. INFORMATION ON THE COMPANY

35

 

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

59

 

 

ITEM  5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

60

 

 

ITEM  6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

94

 

 

ITEM  7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

107

 

 

ITEM 8. FINANCIAL INFORMATION

112

 

 

ITEM 9. THE OFFER AND LISTING

121

 

 

ITEM 10. ADDITIONAL INFORMATION

121

 

 

ITEM  11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

146

 

 

ITEM  12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

147

 

 

PART II

 

 

 

ITEM  13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

148

 

 

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

148

 

 

ITEM 15. CONTROLS AND PROCEDURES

148

 

 

ITEM  16A. AUDIT COMMITTEE FINANCIAL EXPERT

150

 

 

ITEM 16B. CODE OF ETHICS

150

 

 

ITEM  16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

151

 

 

ITEM  16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

151

 

 

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

151

 

 

ITEM  16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

152

 

 

ITEM 16G. CORPORATE GOVERNANCE

152

 

 

ITEM 16H. MINE SAFETY DISCLOSURE

152

 

 

PART III

 

 

 

ITEM 17. FINANCIAL STATEMENTS

153

 

 

ITEM 18. FINANCIAL STATEMENTS

153

 

 

ITEM 19. EXHIBITS

153

 

 

SIGNATURES

154

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

 

 

 

 

 

 

 


 

CONVENTIONS USED IN THIS ANNUAL REPORT

In this Annual Report, we refer to information regarding the travel service industry and our competitors from market research reports, analyst reports and other publicly available sources. We also refer to data from the United States Central Intelligence Agency World Factbook (the “CIA World Factbook”), the Directorate General of Civil Aviation, the Indian governmental regulatory body for civil aviation (“DGCA”), SimilarWeb, App Annie and the McKinsey Global Institute (“McKinsey”).

We conduct our business principally through our Indian subsidiaries, MakeMyTrip (India) Private Limited (“MMT India”), and Ibibo Group Private Limited (“ibibo India”), a wholly-owned subsidiary of Ibibo Group Holdings (Singapore) Pte. Ltd. (together with its subsidiaries, including ibibo India, the “ibibo Group”), which we acquired from MIH Internet SEA Pte. Ltd. (“MIH Internet”), on January 31, 2017. Our other principal operating subsidiaries include ITC Bangkok Co., Ltd., Thailand, the main operating entity of the group of companies known as the ITC Group; Luxury Tours & Travel Pte Ltd, Singapore (“Luxury Tours”); Luxury Tours (Malaysia) Sdn. Bhd. (“Luxury Tours (Malaysia)”); MakeMyTrip Inc. (“MMT USA”); Bitla Software Private Limited (“Bitla”); and Quest2Travel.com India Private Limited (“Quest2Travel”) acquired on April 30, 2019. In this Annual Report, unless otherwise stated or unless the context otherwise requires, references to “we,” “us,” “our,” “our company” or “our group” are to MakeMyTrip Limited and its subsidiaries collectively, and references to “our holding company” are to MakeMyTrip Limited on a standalone basis.

In this Annual Report, references to “US,” the “United States” or “USA” are to the United States of America, its territories and its possessions, references to “India” are to the Republic of India, references to “Colombia” are to the Republic of Colombia, references to “Indonesia” are to the Republic of Indonesia, references to “Mauritius” are to the Republic of Mauritius, references to “the Netherlands” are to the Kingdom of the Netherlands, references to “Peru” are to the Republic of Peru, references to “Singapore” are to the Republic of Singapore, references to “Malaysia” are to the Federation of Malaysia and references to “Thailand” are to the Kingdom of Thailand. References to “$,” “dollars” or “US dollars” are to the legal currency of the United States and references to “Rs.,” “Rupees” or “Indian Rupees” are to the legal currency of India. In this Annual Report, references to “customers” are to our end customers or travelers and references to “suppliers” are to our travel suppliers.

Solely for the convenience of the reader, this Annual Report contains translations of certain Indian Rupee amounts into US dollars at specified rates. Except as otherwise stated in this Annual Report, all translations from Indian Rupees to US dollars are based on the noon buying rate of Rs. 69.16 per $1.00 in the City of New York for cable transfers of Indian Rupees, as certified for customs purposes by the Federal Reserve Bank of New York on March 31, 2019. No representation is made that the Indian Rupee amounts referred to in this Annual Report could have been or could be converted into US dollars at such rates or any other rates. Any discrepancies in any table between totals and sums of the amounts listed are due to rounding.

Unless otherwise indicated, the consolidated statement of profit or loss and other comprehensive income (loss) and related notes for fiscal years 2017, 2018 and 2019 and consolidated statement of financial position as of March 31, 2018 and 2019 included elsewhere in this Annual Report have been prepared in accordance with International Financial Reporting Standards, (“IFRS”), as issued by the International Accounting Standards Board, (“IASB”). References to a particular “fiscal year” are to our fiscal year ended March 31 of that year. Our fiscal quarters end on June 30, September 30, December 31 and March 31. References to a year other than a “fiscal” year are to the calendar year ended December 31. Our financial and operating results for fiscal year 2017 include the financial and operating results of the ibibo Group for the two months ended March 31, 2017 following the completion of our acquisition of the ibibo Group on January 31, 2017 and for the full year in fiscal year 2018 and 2019.

2


 

CERTAIN NON-IFRS MEASURES

We also refer in various places within this Annual Report to “Adjusted Operating Profit (Loss),” “Adjusted Net Profit (Loss),” “Adjusted Revenue,” “Adjusted Diluted Earnings (Loss) per Share” and “Adjusted Revenue Margins” which are non-IFRS measures.

For a description of the components and calculation of “Adjusted Operating Profit (Loss),” Adjusted Net Profit (Loss),” and “Adjusted Diluted Earnings (Loss) per Share” and a reconciliation of these non-IFRS measures to the most directly comparable IFRS measures, see “Item 5. Operating and Financial Review and Prospects — Certain Non-IFRS Measures” elsewhere in this Annual Report. We believe that our current calculations of Adjusted Operating Profit (Loss), Adjusted Net Profit (Loss) and Adjusted Diluted Earnings (Loss) per Share represent a balanced approach to adjusting for the impact of certain discrete, unusual or non-cash items and other items such as promotion expenses in the nature of customer discounts, customer inducement/acquisition costs and loyalty program costs which are useful in measuring our results and provide investors and analysts a representation of our operating results.

Change in Non-IFRS Financial Measure: In the first quarter of fiscal year 2019 (i.e. the quarter ended June 30, 2018), we changed the non-IFRS financial measure “Revenue less Service costs” to “Adjusted Revenue”. We evaluate our financial performance based on Adjusted Revenue which was previously based on Revenue less Service Cost. Revenue less Service Cost was calculated as revenue as per IFRS to which certain promotion expenses recorded as a reduction of revenue are added back, and cost for the acquisition of relevant services and products for sale to customers are deducted. Adjusted Revenue represents IFRS revenue after adding back promotion expenses in the nature of customer discounts, customer inducement/acquisition costs and loyalty program costs which are reported as a reduction of revenue, and deducting the cost of acquisition of services primarily relating to sales to customers where the company acts as the principal, as we believe that Adjusted Revenue reflects the value addition of the travel services that we provides to our customers. The impact of this change on the comparative numbers for the previous years is not material and accordingly, the Adjusted Revenue and Adjusted Revenue Margin information for the years ended March 31, 2015, 2016, 2017 and 2018 represent previously reported Revenue less Service costs and Net Revenue Margin information for such years and have not been adjusted. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. Our Adjusted Revenue may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.

Our Consolidated Statement of Profit or Loss and Other Comprehensive Income (Loss) reports promotion expenses as a reduction of revenue in the respective revenue lines. Our revenues are recognized on a “net” basis when we are acting as an agent, and on a “gross” basis when we are the “Principal.” See “Item 5. Operating and Financial Review and Prospects — Our Revenue, Service Cost and Other Revenue and Expenses — Revenue.” Income from packages, including income on airline tickets sold to customers as a part of tours and packages is accounted for on a gross basis as the Company controls the services before they are transferred to travelers. Revenue from the packages business which is accounted for on a “gross” basis represents the total amount paid by customers for these travel services and products, while our cost of procuring the relevant services and products for sale to our customers in this business is classified as service cost. We believe that Adjusted Revenue reflects the value addition of the travel services that we provide to customers in our packages business where we are the principal and is similar to the revenue on a “net” basis for our air ticketing, hotels, and bus ticketing business where we act as an agent.

We believe that our current calculations of Adjusted Operating Profit (Loss), Adjusted Net Profit (Loss), Adjusted Revenue, Adjusted Revenue Margin and Adjusted Diluted Earnings (Loss) per Share represent a balanced approach to adjusting for the impact of certain discrete, unusual or non-cash items and other items such as promotion expenses in the nature of customer discounts, customer inducement/acquisition costs and loyalty program costs which are useful in measuring our results and provide investors and analysts a representation of our operating results. We believe that investors and analysts in our industry use these non-IFRS measures to compare our company and our performance to that of our global peers.

3


 

The IFRS measures most directly comparable to “Adjusted Operating Profit (Loss),” “Adjusted Net Profit (Loss)” and “Adjusted Diluted Earnings (Loss) per Share” are results from operating activities, profit (loss) for the year and diluted earnings (loss) per share, respectively. Each item is more fully explained in “Item 5. Operating and Financial Review and Prospects.” We believe that adjustments to these IFRS measures provide investors and a analysts representation of our operating results. A limitation of using Adjusted Operating Profit (Loss), Adjusted Net Profit (Loss) and Adjusted Diluted Earnings (Loss) per Share instead of operating profit (loss), net profit (loss) and diluted earnings (loss) per share calculated in accordance with IFRS as issued by the IASB is that these non-IFRS financial measures exclude a recurring cost, namely share-based compensation. Management compensates for this limitation by providing specific information on the IFRS amounts excluded from Adjusted Operating Profit (Loss), Adjusted Net Profit (Loss) and Adjusted Diluted Earnings (Loss) per Share. The presentation of these non-IFRS measures is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. For further information and a reconciliation of these non-IFRS measures to the most directly comparable IFRS measures, see “Item 5. Operating and Financial Review and Prospects — Certain Non-IFRS Measures” elsewhere in this Annual Report.

4


 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Item 3. Key Information,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Item 3. Key Information — D. Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Item 3. Key Information — D. Risk Factors,” and the following:

 

our ability to maintain and expand our supplier relationships;

 

our reliance on technology;

 

our ability to expand our business, implement our strategy and effectively manage our growth;

 

our ability to successfully implement our growth strategy;

 

our ability to attract, train and retain executives and other qualified employees;

 

increasing competition in the Indian travel industry;

 

risks associated with online commerce security; and

 

political and economic stability in and around India, Thailand, and other key travel destinations in Asia, Europe and Latin America.

The forward-looking statements made in this Annual Report relate only to events or information as of the date on which the statements are made in this Annual Report. Our actual results, performance, or achievement may differ materially from those expressed in, or implied by, these forward-looking statements. Accordingly, we can give no assurances that any of the events anticipated by these forward-looking statements will transpire or occur or, if any of the foregoing factors or other risks and uncertainties described elsewhere in this Annual Report were to occur, what impact they would have on these forward-looking statements, including our results of operations or financial condition. In view of these uncertainties, you are cautioned not to place undue reliance on these forward-looking statements.

Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

5


 

PART I

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.

KEY INFORMATION

A. Selected Consolidated Financial Data

The following selected consolidated statement of profit or loss and other comprehensive income (loss) data for fiscal years 2017, 2018 and 2019 and the selected consolidated statement of financial position data as of March 31, 2018 and 2019 have been derived from our audited consolidated financial statements included elsewhere in this Annual Report. Our financial and operating results for fiscal year 2017 include the financial and operating results of the ibibo Group for the two months ended March 31, 2017 following the completion of our acquisition of the ibibo Group on January 31, 2017, and for the full year in fiscal years 2018 and 2019.

6


 

The selected consolidated statement of profit or loss and other comprehensive income (loss) data for fiscal years 2015 and 2016 and the selected consolidated statement of financial position data as of March 31, 2015, 2016 and 2017 have been derived from our audited consolidated financial statements not included in this Annual Report. The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Item 5. Operating and Financial Review and Prospects” and the consolidated financial statements and notes thereto included elsewhere in this Annual Report. Our consolidated financial statements are prepared and presented in accordance with IFRS as issued by the IASB. Our historical results do not necessarily indicate results expected for any future period.

 

 

 

Fiscal Year Ended March 31,

 

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

 

(in thousands, except per share data and share count)

 

Consolidated Statement of Profit or

   Loss and Other Comprehensive

   Income (Loss) Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Air ticketing

 

$

74,325

 

 

$

78,172

 

 

$

118,514

 

 

$

167,391

 

 

$

166,714

 

Hotels and packages

 

 

220,512

 

 

 

251,713

 

 

 

314,254

 

 

 

439,963

 

 

 

237,524

 

Bus ticketing(1)

 

 

637

 

 

 

696

 

 

 

5,615

 

 

 

50,932

 

 

 

53,745

 

Other revenue

 

 

4,188

 

 

 

5,473

 

 

 

9,233

 

 

 

16,970

 

 

 

28,028

 

Total revenue

 

 

299,662

 

 

 

336,054

 

 

 

447,616

 

 

 

675,256

 

 

 

486,011

 

Other income

 

 

853

 

 

 

1,014

 

 

 

363

 

 

 

435

 

 

 

220

 

Service cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Procurement cost of hotels and

   packages services

 

 

(157,897

)

 

 

(165,264

)

 

 

(173,919

)

 

 

(169,347

)

 

 

(160,824

)

Other cost of providing services

 

 

(2,816

)

 

 

(1,770

)

 

 

 

 

 

(6,530

)

 

 

(12,588

)

Personnel expenses

 

 

(44,318

)

 

 

(49,018

)

 

 

(73,736

)

 

 

(114,157

)

 

 

(113,567

)

Marketing and sales promotion

   expenses

 

 

(42,724

)

 

 

(108,966

)

 

 

(224,424

)

 

 

(451,818

)

 

 

(192,080

)

Other operating expenses

 

 

(59,345

)

 

 

(67,954

)

 

 

(81,585

)

 

 

(120,566

)

 

 

(133,295

)

Depreciation, amortization

   and impairment

 

 

(7,955

)

 

 

(10,923

)

 

 

(29,702

)

 

 

(32,712

)

 

 

(26,817

)

Results from operating activities

 

 

(14,540

)

 

 

(66,827

)

 

 

(135,387

)

 

 

(219,439

)

 

 

(152,940

)

Net finance income (costs)

 

 

(3,544

)

 

 

(18,741

)

 

 

26,979

 

 

 

1,288

 

 

 

(4,870

)

Impairment in respect of an equity-

   accounted investee

 

 

 

 

 

(959

)

 

 

 

 

 

 

 

 

(9,926

)

Share of loss of equity-accounted

   investees

 

 

(139

)

 

 

(1,860

)

 

 

(1,702

)

 

 

(1,998

)

 

 

(887

)

Loss before tax

 

 

(18,223

)

 

 

(88,387

)

 

 

(110,110

)

 

 

(220,149

)

 

 

(168,623

)

Income tax benefit (expense)

 

 

(135

)

 

 

(155

)

 

 

(193

)

 

 

(91

)

 

 

740

 

Loss for the year

 

$

(18,358

)

 

$

(88,542

)

 

$

(110,303

)

 

$

(220,240

)

 

$

(167,883

)

Loss per share (including Class B

   Shares):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.44

)

 

$

(2.12

)

 

$

(2.09

)

 

$

(2.18

)

 

$

(1.61

)

Diluted

 

$

(0.44

)

 

$

(2.12

)

 

$

(2.09

)

 

$

(2.18

)

 

$

(1.61

)

Weighted average number of shares

   outstanding (including Class B

   Shares):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

41,808,897

 

 

 

41,714,518

 

 

 

52,607,986

 

 

 

100,394,080

 

 

 

103,989,421

 

Diluted

 

 

41,808,897

 

 

 

41,714,518

 

 

 

52,607,986

 

 

 

100,394,080

 

 

 

103,989,421

 

 

(1)

Until March 31, 2018, for internal reporting purposes, our “Bus Ticketing” revenue was included under the “Other” segment. Effective April 1, 2018, we changed the composition of our operating segments which has resulted in “Bus Ticketing” now being reported as a separate segment. Following this change in the composition of our reportable segments, we have restated the corresponding items of segment information for fiscal years 2017 and 2018. In addition, Bus Ticketing revenue information for fiscal years 2015 and 2016 has been presented for comparative purposes.

 

7


 

The following table sets forth a summary of our consolidated statement of financial position as of March 31, 2015, 2016, 2017, 2018 and 2019:

 

 

 

As of March 31,

 

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

 

(in thousands)

 

Consolidated Statement of Financial

   Position Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade and other receivables, net

 

$

29,852

 

 

$

29,168

 

 

$

37,284

 

 

$

58,315

 

 

$

55,462

 

Term deposits

 

 

93,492

 

 

 

169,312

 

 

 

95,673

 

 

 

202,335

 

 

 

134,133

 

Cash and cash equivalents

 

 

49,857

 

 

 

53,434

 

 

 

101,704

 

 

 

187,647

 

 

 

177,990

 

Net current assets

 

 

98,173

 

 

 

157,925

 

 

 

128,787

 

 

 

340,614

 

 

 

236,075

 

Total assets

 

 

279,615

 

 

 

400,989

 

 

 

1,544,784

 

 

 

1,765,456

 

 

 

1,570,286

 

Total equity

 

 

157,854

 

 

 

77,609

 

 

 

1,405,462

 

 

 

1,558,932

 

 

 

1,357,368

 

Loans and borrowings

 

 

499

 

 

 

197,300

 

 

 

749

 

 

 

652

 

 

 

707

 

Trade and other payables

 

 

103,655

 

 

 

110,296

 

 

 

121,563

 

 

 

181,430

 

 

 

110,970

 

Total liabilities

 

 

121,761

 

 

 

323,380

 

 

 

139,322

 

 

 

206,524

 

 

 

212,918

 

Total equity and liabilities

 

$

279,615

 

 

$

400,989

 

 

$

1,544,784

 

 

$

1,765,456

 

 

$

1,570,286

 

 

Other Data:

The following table sets forth, for the periods indicated, certain selected consolidated financial and other data:

 

 

 

Fiscal Year Ended March 31,

 

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

 

(in thousands, except percentages)

 

Unit metrics(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Air ticketing  - flight segments(2)

 

*

 

 

*

 

 

 

20,560

 

 

 

33,339

 

 

 

39,485

 

Hotels and packages - room nights(3)

 

*

 

 

*

 

 

 

10,535

 

 

 

21,911

 

 

 

26,611

 

Standalone hotels-online - room

   nights(3)(4)

 

*

 

 

*

 

 

 

9,102

 

 

 

20,998

 

 

 

25,911

 

Bus ticketing - travelled tickets

 

*

 

 

*

 

 

 

5,479

 

 

 

39,570

 

 

 

61,464

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Revenue:(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Air ticketing

 

$

71,509

 

 

$

76,402

 

 

$

118,514

 

 

$

202,064

 

 

$

234,153

 

Hotels and packages

 

 

62,615

 

 

 

86,449

 

 

 

140,335

 

 

 

313,684

 

 

 

351,615

 

Bus ticketing(6)

 

 

637

 

 

 

696

 

 

 

5,615

 

 

 

44,402

 

 

 

58,825

 

Others

 

 

4,188

 

 

 

5,473

 

 

 

9,233

 

 

 

16,970

 

 

 

28,831

 

 

 

$

138,949

 

 

$

169,020

 

 

$

273,697

 

 

$

577,120

 

 

$

673,424

 

Gross bookings:(7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Air ticketing

 

$

1,175,379

 

 

$

1,275,748

 

 

$

1,545,152

 

 

$

2,704,522

 

 

$

3,214,545

 

Hotels and packages

 

 

472,998

 

 

 

565,765

 

 

 

745,136

 

 

 

1,389,623

 

 

 

1,515,464

 

Bus ticketing

 

*

 

 

*

 

 

 

63,273

 

 

 

496,920

 

 

 

716,135

 

Adjusted Revenue Margin:(8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Air ticketing

 

 

6.1

%

 

 

6.0

%

 

7.7%(9)

 

 

 

7.5

%

 

 

7.3

%

Hotels and packages

 

 

13.2

%

 

 

15.3

%

 

 

18.8

%

 

 

22.6

%

 

 

23.2

%

Bus ticketing

 

*

 

 

*

 

 

 

8.9

%

 

 

8.9

%

 

 

8.2

%

 

Notes:

(1)

In fiscal year 2019, we discontinued tracking of our number of air ticketing and hotels and packages transactions as measures of our business performance in our air ticketing and hotels and packages segments. Instead, we began tracking flight segments in our air ticketing business, room nights in our hotel and packages business and travelled tickets in our bus ticketing business. Information on these measures for 2017 and 2018 have been presented for comparative purposes. Years where information is not available are denoted by *.

8


 

(2)

A “flight segment” refers to a flight between two cities, whether or not such flight is part of a larger or longer itinerary.

(3)

“Room nights,” also referred to as a “hotel-room nights,” is the total number of hotel rooms occupied by a customer or group, multiplied by the number of nights that such customer or group occupies those rooms.

(4)

“Standalone Hotels – Online” include Standalone Hotels booked on desktops, laptops, mobiles and other online platforms.

(5)

As certain parts of our revenue are recognized on a “net” basis and other parts of our revenue are recognized on a “gross” basis, we evaluate our financial performance based on Adjusted Revenue, which is a non-IFRS measure, as we believe that Adjusted Revenue reflects the value addition of the travel services that we provide to our customers. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for our consolidated financial results prepared in accordance with IFRS as issued by the IASB. Our Adjusted Revenue may not be comparable to similarly titled measures reported by other companies due to potential differences in the method of calculation.

The following table reconciles our revenue (an IFRS measure) to Adjusted Revenue (a non-IFRS measure):

 

 

 

Air Ticketing

 

 

Hotels and Packages

 

 

 

Fiscal Year Ended March 31,

 

 

Fiscal Year Ended March 31,

 

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

 

(in thousands)

 

Revenue as per

   IFRS(a)

 

$

74,325

 

 

$

78,172

 

 

$

118,514

 

 

$

167,391

 

 

$

166,714

 

 

$

220,512

 

 

$

251,713

 

 

$

314,254

 

 

$

439,963

 

 

$

237,524

 

Add: Promotion

   expenses recorded

   as a reduction

   of revenue

 

 

 

 

 

 

 

 

 

 

 

34,673

 

 

 

68,632

 

 

 

 

 

 

 

 

 

 

 

 

43,068

 

 

 

274,915

 

 

 

$

74,325

 

 

$

78,172

 

 

$

118,514

 

 

$

202,064

 

 

$

235,346

 

 

$

220,512

 

 

$

251,713

 

 

$

314,254

 

 

$

483,031

 

 

$

512,439

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service Cost as per

   IFRS

 

 

2,816

 

 

 

1,770

 

 

 

 

 

 

 

 

 

1,193

 

 

 

157,897

 

 

 

165,264

 

 

 

173,919

 

 

 

169,347

 

 

 

160,824

 

Adjusted Revenue

 

$

71,509

 

 

$

76,402

 

 

$

118,514

 

 

$

202,064

 

 

$

234,153

 

 

$

62,615

 

 

$

86,449

 

 

$

140,335

 

 

$

313,684

 

 

$

351,615

 

 

9


 

 

 

 

Bus Ticketing

 

 

Others

 

 

Total

 

 

 

 

Fiscal Year Ended March 31,

 

 

Fiscal Year Ended March 31,

 

 

Fiscal Year Ended March 31,

 

 

 

 

(in thousands)

 

 

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

2019

 

 

Revenue as per IFRS(a)

 

$

637

 

 

$

696

 

 

$

5,615

 

 

$

50,932

 

 

$

53,745

 

 

$

4,188

 

 

$

5,473

 

 

$

9,233

 

 

$

16,970

 

 

$

28,028

 

 

$

299,662

 

 

$

336,054

 

 

$

447,616

 

 

$

675,256

 

 

$

486,011

 

 

Add: Promotion expenses

   recorded as a reduction

   of revenue

 

 

 

 

 

 

 

 

 

 

$

 

 

$

13,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

861

 

 

 

 

 

 

 

 

 

 

 

 

77,741

 

 

 

358,358

 

 

 

 

$

637

 

 

$

696

 

 

$

5,615

 

 

$

50,932

 

 

$

67,695

 

 

$

4,188

 

 

$

5,473

 

 

$

9,233

 

 

$

16,970

 

 

$

28,889

 

 

$

299,662

 

 

$

336,054

 

 

$

447,616

 

 

$

752,997

 

 

$

844,369

 

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service Cost as per

   IFRS

 

 

 

 

 

 

 

 

 

 

 

6,530

 

 

 

8,870

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58

 

^

 

160,713

 

 

 

167,034

 

 

 

173,919

 

 

 

175,877

 

 

 

170,945

 

^

Adjusted Revenue

 

$

637

 

 

$

696

 

 

$

5,615

 

 

$

44,402

 

 

$

58,825

 

 

$

4,188

 

 

$

5,473

 

 

$

9,233

 

 

$

16,970

 

 

$

28,831

 

 

$

138,949

 

 

$

169,020

 

 

$

273,697

 

 

$

577,120

 

 

$

673,424

 

 

 

“a” Effective April 1, 2018, we adopted the new revenue recognition standard IFRS 15, where promotion expenses have been recorded as a reduction of revenue. We have adopted the new standard by using the cumulative effect method and accordingly the comparative information has not been restated.

“^”Loyalty program costs amounting to $2.5 million have been excluded from service cost for the fiscal year 2019 relating to “Others”, and have been included in marketing and sales promotion expenses.

(6)

Until March 31, 2018, for internal reporting purposes, our “Bus Ticketing” revenue was included under the “Others” segment. Effective April 1, 2018, we changed the composition of our operating segments which has resulted in “Bus Ticketing” now being reported as a separate segment. Following this change in the composition of our reportable segments, we have restated the corresponding items of segment information for fiscal years 2017 and 2018. In addition, Bus Ticketing revenue information for fiscal years 2015 and 2016 has been presented for comparative purposes. Bus ticketing gross booking information for fiscal years 2015 and 2016 is not available and denoted by *.

(7)

Gross bookings represent the total amount paid by our customers for the travel services and products booked through us, including taxes, fees and other charges, and are net of cancellations, discounts and refunds.

(8)

Adjusted Revenue Margin is defined as Adjusted Revenue as a percentage of gross bookings.

(9)

In fiscal year 2017, we recognized incremental revenue of $9.2 million based on quarterly evaluation of trends of refund rights exercised by our customers along with a change in the estimate for provisions for cancelled tickets pursuant to confirmation from a supplier. Excluding such incremental revenue, our Adjusted Revenue Margin for air ticketing for fiscal year 2017 would be 7.1%.

 

B. Capitalization and Indebtedness

Not applicable.

C. Reasons for the Offer and Use of Proceeds

Not applicable.

 

10


 

 

D. Risk Factors

This Annual Report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those described in the following risk factors and elsewhere in this Annual Report. If any of the following risks actually occur, our business, financial condition and results of operations could suffer.

Risks Related to Us and Our Industry

Declines or Disruptions in the Travel Industry Could Adversely Affect Our Business and Financial Performance.

Our business and financial performance is affected by the health of the travel industry in India and worldwide, including changes in supply and pricing. Events specific to the travel industry that could negatively affect our business include changes in the commercial aviation landscape, fare increases, travel-related strikes or labor unrest, general civil unrest, fuel price volatility and bankruptcies or liquidations of our suppliers. Political and social unrest, including in India, the Middle East, Southeast Asia, Europe, and the Maldives has also adversely impacted travel to and within India at times in the past. Such events, particularly in the Middle East, also impact crude oil prices which may have an adverse impact on the travel industry globally, including our business. Sudden disruptions in travel have also followed terrorist attacks carried out internationally, such as in the United States, Sri Lanka, Paris, Brussels and the United Kingdom, as well as domestically in India.  Adverse weather conditions or other natural disasters, such as the April 2019 cyclone in Odisha (India), the April 2015 Nepal earthquake, the September 2014 Kashmir (India) floods and pandemic situations. In addition, the drop in the average value of the Indian Rupee as compared to the US dollar in fiscal year 2019 adversely impacted the Indian travel industry as it made travel for Indian consumers outside of India more expensive.

The majority of the domestic Indian air travel industry is concentrated among a small base of domestic airlines. Therefore, adverse market developments, particularly among the most dominant domestic airlines, are more likely to impact our business. For example, in April 2019, Jet Airways (India) Limited, one of the leading airlines in India, suspended all of its flight operations, which reduced the supply of air travel tickets available on our platform.

Additionally, our business is sensitive to safety concerns, and thus our business has in the past declined and may in the future decline after incidents of actual or threatened terrorism, during periods of political instability or conflict or during other periods in which travelers become concerned about safety issues, including as a result of natural disasters such as tsunamis or earthquakes or when travel might involve health-related risks, such as the influenza A virus (H1N1), avian flu (H5N1 and H7N9), Severe Acute Respiratory Syndrome, the Zika virus or other epidemics or pandemics. In addition, there may be work stoppages or labor unrest at airlines or airports. Acts of terrorism and adverse weather conditions or other natural disasters such as those mentioned above may also in the future have a negative impact on our tourism business. Hotels, airlines, airports and cruises have in recent years been the subject of terrorist attacks in India, Spain, Egypt, Russia, Turkey, Sri Lanka, France, Belgium and the United Kingdom. Such events are outside our control and could result in a significant decrease in demand for our travel services. Any such decrease in demand, depending on its scope and duration, together with any other issues affecting travel safety, could significantly and adversely affect our business and financial performance over the short and long term. The occurrence of such events could result in disruptions to our customers’ travel plans and we may incur additional costs and constrained liquidity if we provide relief to affected customers by not charging cancellation fees or by refunding the cost of airline tickets, hotel reservations and other travel services and products. If there is a prolonged substantial decrease in travel volumes, particularly air travel and hotels, for these or any other reasons, our business, financial condition and results of operations would be adversely affected.

Our Business and Results of Operations Could Be Adversely Affected by Global Economic Conditions.

Perceived or actual adverse economic conditions, including slow, slowing or negative economic growth, unemployment rates, inflation and weakening currencies, and 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 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.

11


 

Unfavorable changes in the above factors or in other business and economic conditions affecting our customers could result in fewer reservations made through our websites and/or lower our Adjusted Revenue Margins, and have a material adverse effect on our financial condition and results of operations.

The global economy may be 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 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 declines in consumer confidence. In addition, the uncertainty of macro-economic 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.

As an intermediary in the travel industry, a significant portion of our revenue is affected by fares and tariffs charged by our suppliers as well as volumes of sales made by us. During periods of poor economic conditions, airlines and hotels tend to reduce rates or offer discounted sales or run promotions to stimulate demand, thereby reducing our commission-based income. 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.

If We Are Unable to Maintain Existing, and Establish New, Arrangements with Travel Suppliers, Our Business May Be Adversely Affected.

Our business is dependent on our ability to maintain our relationships and arrangements with existing suppliers, such as airlines which supply air tickets to us directly, Amadeus IT Group SA and Travelport Worldwide Ltd, our global distribution system, or GDS, service providers, Indian Railways, hotels, hotel suppliers and destination management companies, bus operators and car hire companies, as well as our ability to establish and maintain relationships with new travel suppliers. A substantial portion of our Revenue and Adjusted Revenue is derived from fees and commissions negotiated with travel suppliers for bookings made through our websites, mobile platforms or via our other distribution channels. Adverse changes in existing arrangements, including an inability by any travel supplier to fulfill their payment obligation to us in a timely manner, increasing industry consolidation or our inability to enter into or renew arrangements with these parties on favorable terms, if at all, could reduce the amount, quality, pricing and breadth of the travel services and products that we are able to offer, which could adversely affect our business and financial performance. For example, we have experienced short-term disruptions in the supply of tickets from domestic airlines in the past.

In addition, adverse economic developments affecting the travel industry could also adversely impact our ability to maintain our existing relationships and arrangements with one or more of our suppliers. In particular, adverse changes to the overall business and financial climate for the airline industry in India due to various factors including, but not limited to, rising fuel costs, high taxes, significant depreciation of the Indian Rupee as compared to the US dollar making travel for Indian consumers outside India more expensive, and increased liquidity constraints, could affect the ability of one or more of our airline suppliers to continue to operate or otherwise meet our demand for tickets, which, in turn, could materially and adversely affect our financial results. In addition, adverse changes to the overall business and financial climate for the airline industry in India due to various factors including, but not limited to, rising fuel costs, high taxes, significant depreciation of the Indian Rupee as compared to the US dollar making travel for Indian consumers outside India more expensive, and increased liquidity constraints, resulted in airlines in India reducing the base commissions paid to travel agencies. Over the last few years, the domestic airlines in India have continued to reduce the base commissions paid to travel agencies, which has had an adverse impact on our business in the past and rising competition in the Indian travel market prompted us to significantly increase our spending on marketing and sales expenses to promote transactions on our mobile platforms in India and to promote our non-air ticketing business. Any consolidation in the airline industry involving our suppliers may also adversely affect our existing relationships and arrangements with such suppliers.  We have made significant investments in our ongoing customer inducement and acquisition programs in recent years, such as cash incentives and select loyalty program incentive promotions, to accelerate growth in our standalone hotel booking business in response to increased competition in the domestic travel market in India. This was the primary factor that resulted in our net loss of  $(88.5) million, $(110.3) million, $(220.2) million and $(167.9) million in fiscal years 2016, 2017, 2018 and 2019, respectively.

12


 

No assurance can be given that our agreements or arrangements with our travel suppliers or GDS service providers will continue. In addition, our travel suppliers or GDS service providers 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 Revenue Margins or may require us to initiate legal or arbitral proceedings to enforce their contractual payment obligations, which may adversely affect our business and financial performance. See also “— Some of Our Airline Suppliers (Including Our GDS Service Providers) May Reduce or Eliminate the Commission and Other Fees They Pay to Us for the Sale of Air Tickets and This Could Adversely Affect Our Business and Results of Operations.”

We Do Not Have Formal Agreements with Many of Our Travel Suppliers.

We rely on various travel suppliers to facilitate the sale of our travel services. We do not have formal agreements with many of our travel suppliers whose booking systems or central reservations systems are relied upon by us for bookings and confirmation as well as certain payment gateway arrangements, and there can be no assurance that these third parties will not terminate these arrangements with us at short notice or without notice. Further, where we have entered into formal agreements, many of these agreements are short-term contracts, requiring periodic renewal and providing our counterparties with a right to terminate at short notice or without notice. Some of these agreements are scheduled to expire in the near future and we are in the process of renewing those agreements. Many of our suppliers with whom we have formal agreements, including airlines, are also able to alter the terms of their contracts with us at will or at short notice. For example, our agreement with Indian Railways Catering and Tourism Corporation Limited, or 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. Termination, non-renewal or suspension or an adverse amendment of any of the abovementioned agreements and/or arrangements could have a material adverse effect on our business, financial condition and results of operations.

We Have Sustained Operating Losses in the Past and May Continue to Experience Operating Losses in the Future.

We sustained operating losses in fiscal years from 2013 to 2019 and in all our fiscal years prior to and including fiscal year 2010. While we generated operating profits in fiscal years 2011 and 2012, there can be no assurance that we will be able to return to profitability or that we can avoid operating losses in the future. We expect to continue making investments in mobile technology, marketing and sales promotion (including brand building) and customer acquisition programs and expanding our hotels and packages offerings as part of our long-term strategy to increase the net revenue contribution of our hotels and packages business and to increase the share of outbound travel from India. The degree of increases in these expenses will be largely based on anticipated organizational growth and revenue trends, the competitive environment, pricing trends and trends in online penetration of the Indian travel market. As a result, any decrease or delay in generating additional sales volumes and revenue could result in substantial operating losses. For example, in recent years we made significant investments in our ongoing customer inducement and acquisition programs, such as cash incentives and select loyalty program incentive promotions, to accelerate growth in our standalone hotel booking business in response to increased competition in the domestic travel market in India. This was the primary factor that resulted in our net loss of $(88.5) million, $(110.3) million, $(220.2) million and $(167.9) million for fiscal years 2016, 2017, 2018 and 2019, respectively.

The Travel Industry in India and Worldwide is Intensely Competitive, and We May Not Be Able to Effectively Compete in the Future.

The market for travel services and products is highly competitive. We compete with established and emerging providers of travel services and products, including other online travel agencies such as Yatra.com, Booking.com, Cleartrip.com, and Expedia.com, and offline traditional travel agencies, tour operators and travel suppliers. We also face increasing competition from payment platforms, online marketplaces, search engines and intermediaries that also offer travel services. Many large, established internet search engines who offer travel services, and meta-search companies who can aggregate travel search results also compete with us for customers. The Indian market is highly competitive, and current and new competitors may be able to launch new services at a lower cost. In the hotels and packages segment, we primarily compete with traditional travel players such as Cox & Kings, Thomas Cook and others in packages offerings, as well as OTAs in the case of standalone hotel bookings and new entrants.

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Factors affecting our competitive success include, among other things, price, availability and breadth of choice of travel services and products, brand recognition, customer service, fees charged to travelers, ease of use, accessibility and reliability. Certain of our competitors have launched brand marketing campaigns to increase their visibility with customers. In addition, many large hotel chains and Over the Counter chains have launched initiatives, such as increased discounting and incentives, to encourage consumers to book accommodations through their websites. 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 (particularly in the hotels and packages business) as compared with us. From time to time we may be required to reduce service fees and Adjusted Revenue Margins in order to compete effectively and maintain or gain market share.

Further, 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 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 and results of operations may be adversely affected.

Some travel suppliers are seeking to decrease their reliance on distribution intermediaries like us, by promoting direct distribution channels. Many airlines, hotels, car rental companies and tour operators have call centers and have established their own travel distribution websites and mobile applications. From time to time, travel suppliers offer advantages, such as bonus loyalty awards and lower transaction fees or discounted prices, when their services and products are purchased from supplier-related channels. We also compete with competitors who may offer less content, functionality and marketing reach but at a relatively lower cost to suppliers. If our access to supplier-provided content or features were to be diminished either relative to our competitors or in absolute terms or if we are unable to compete effectively with travel supplier-related channels or other competitors, our business could be materially and adversely affected.

We Have Incurred and May Continue to Incur Significant Expenses to Grow Our Businesses, Including Marketing and Sales Promotion Expenses.

In order to drive our growth strategy in the hotels business, we have incurred increased marketing and sales promotion expenses. For example, our marketing and sales promotion expenses, including certain loyalty program costs have increased from $109.0 million in fiscal year 2016 to $224.4 million in fiscal year 2017 (including the contribution of marketing and sales promotion expenses from the ibibo Group, which we acquired in January 2017) to $529.6 million in fiscal year 2018 to $553.0 million in fiscal year 2019. These expenses include promotion expenses recorded as a reduction of revenue post adoption of the new revenue recognition standard IFRS 15, on April 1, 2018. These increases have related to the significant investments that we made in our ongoing customer acquisition programs, such as cash incentives and select loyalty program incentive promotions, to accelerate growth in our standalone hotel booking business in response to increased competition in the domestic travel market in India. We may continue to incur such expenses in future, including expenses associated with our strategy of converting our traditional offline customers into online customers. We have incurred and expect to continue to incur significant expenses associated with customer inducement and acquisition programs in our hotels and packages business to offer cash incentives and select loyalty program incentive promotions from time to time on our booking platforms. We may also increase our marketing and sales promotion expenses as a result of our expansion into new markets and such expenses may not be offset by increased revenue particularly at the initial commencement of business in these new markets. We may also be required to lower our fees and commissions charged to hotel 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. We may also incur increasing marketing and sales promotion expenses as we grow our redBus business (which we acquired as part of our acquisition of the ibibo Group), which competes with, among others, Abhibus, Paytm and other regional competitors. Such expenses and any loss of revenue from competitive pressures may adversely affect our business, financial condition and results of operations.

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We Rely on Third-Party Systems and Service Providers, and Any Disruption or Adverse Change in Their Businesses Could Have a Material Adverse Effect on Our Business.

We currently rely on a variety of third-party systems, service providers and software companies. These include the GDSs and, other electronic central reservation systems used by airlines, various offline and online channel managing systems and reservation systems used by hotels and accommodation suppliers and aggregators. We also rely on systems used by Indian Railways, and systems used by bus and car operators and aggregators, as well as other technologies used by payment gateway providers. In particular, we rely on third parties to:

 

enable searches for airfares and process air ticket bookings;

 

process hotel reservations;

 

process bus ticket bookings, car rental reservations and services under Experiences, a new category of service that allows our users to buy tickets to attractions, dinners and many other travel and local activities in their region;

 

process credit card, debit card, net banking and e-wallet payments;

 

provide computer infrastructure critical to our business; and

 

provide customer relationship management, or CRM, software services.

Any interruption or deterioration in performance of these third-party systems and services could have a material adverse effect on our business. Further, 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 we may incur monetary and/or reputational loss as a result.

Our success is also dependent on our ability to maintain our relationships with these third-party systems and service providers, including our technology partners. 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 systems support on a timely basis or on commercially reasonable terms, which could result in significant additional costs or disruptions to our business.

Our Strategic Investments and Acquisitions May Not Bring Us Anticipated Benefits, and We May Not Be Successful in Pursuing Future Investments and Acquisitions.

Part of our growth strategy is the pursuit of strategic investments and acquisitions, and we have made a number of investments and acquisitions in the past. For example, in January 2017, we acquired a 100% equity interest in the ibibo Group, which provides online travel services in India. In July 2018, we acquired 100% equity interest in Bitla, which provides technology support for bus operators. In April 2019, we acquired 51% equity interest from the existing shareholders of Quest2Travel, which provides travel solutions for various corporates across India. 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 our customers.

There can be no assurance that our investments and acquisitions will achieve their anticipated benefits. For example, we acquired a group of companies known as the Hotel Travel Group in 2012, but significantly reduced their operations and recognized an impairment of goodwill and brands of $14.6 million in fiscal year 2017. Following the completion of our acquisition of the ibibo Group in January 2017, we now own three brands, MakeMyTrip and goibibo, through which we operate similar businesses in the online travel industry and redBus, through which we operate our bus ticketing platform. There can be no assurance that we will be able to operate all our businesses successfully or that one brand will not attract business from the other. 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.

We may not succeed in implementing our strategy of growth through strategic investments and acquisitions in the future as it is subject to many factors which are beyond our control, including our ability to identify, attract and successfully execute suitable acquisition opportunities and partnerships. Any failure to achieve the anticipated benefits of our past investments and acquisitions or to consummate new investments and acquisitions in the future could negatively impact our ability to compete in the travel industry and have a material adverse effect on our business.

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For details on our investments and acquisitions, see “Item 4. Information On the Company — History and Development of our Company — Investments and Acquisitions.”

Our Results of Operations Are Subject to Fluctuations in Currency Exchange Rates.

Our presentation currency is the US dollar. However, the functional currency of MMT India and ibibo India, our key operating subsidiaries, 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, such as the approximately 8.4% depreciation in the average value of the Indian Rupee as compared to the US dollar in fiscal year 2019 as compared to the average value of the Indian Rupee against the US dollar in fiscal year 2018, will affect our results of operations. The drop in the average value of the Indian Rupee as compared to the US dollar in fiscal year 2019 adversely impacted the Indian travel industry as it made outbound travel for Indian consumers more expensive. In addition, our exposure to foreign exchange risk also arises in respect of our non-Indian Rupee-denominated trade and other receivables, trade and other payables, and cash and cash equivalents.

Based on our operations in fiscal year 2019, a 10.0% appreciation of the US dollar against the Indian Rupee as of March 31, 2019, assuming all other variables remained constant, would have increased our loss for fiscal year 2019 by $12.9 million. Similarly, a 10.0% depreciation of the US dollar against the Indian Rupee as of March 31, 2019, assuming all other variables remained constant, would have decreased our loss for fiscal year 2019 by $12.9 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 Outsource a Significant Portion of Our Call Center Services 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 service for sales for all international flights and most of our hotel reservations and packages. We also outsource our call center service for post-sales customer service support for all flights (domestic and international), hotel reservations and packages, and rail and bus ticketing, 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 affected if our outsourcing service providers face any operational or system interruptions.

Further, many of our contracts with outsourcing service providers are short-term or have short notice periods. For example, our agreements with each of our call center providers may be terminated by either party on relatively short notice ranging from 30 to 90 days. In the event 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 meet our requirements, including during the transition and training phase. Hence, termination of any of our contracts with our outsourcing service providers could cause a decline in the quality of our services and disrupt and adversely affect our business results of operations and financial condition.

We Rely on Information Technology to Operate Our Business and Maintain Our Competitiveness, and Any Failure to Adapt to Technological Developments or Industry Trends Could Harm 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 consumer 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 apps. New developments in other areas, such as cloud computing, could make entering our markets easier for competitors due to lower upfront technology costs. As a result, our future success depends in part on our ability to adapt to rapidly

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changing technologies, to adapt our services and online platforms to evolving industry standards and to continually innovate and improve the performance, features and reliability of our services and online platforms 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 apps and mobile-optimized websites. Any failure by us to successfully develop and achieve customer adoption of our mobile apps and mobile-optimized websites would have a material and adverse effect on our growth, market share, business and results of operations. We believe that ease-of-use, comprehensive functionality and the look and feel of our mobile apps and mobile-optimized websites are increasingly critical as consumers obtain more of their travel and related services through mobile devices. As a result, we intend to continue to invest in the maintenance, development and enhancement of our websites and mobile platforms. Further, technical innovation often results in bugs and other system failures. Any such bug or failure, especially in connection with a significant technical implementation could result in lost business, harm to our brands or reputation, customer complaints and other adverse consequences, any of which could adversely affect our business, financial condition and results of operations.

In addition, we license from third-parties some of the technologies incorporated into our websites, and there can be no assurance that we will be able to renew such licenses on favorable terms or at all. As we continue to introduce new services that incorporate new technologies, we may be required to license additional technology. We cannot be sure that such technology licenses will be available on commercially reasonable terms, if at all.

Some of Our Airline Suppliers (Including Our GDS Service Providers) May Reduce or Eliminate the Commission and Other Fees They Pay to Us for the Sale of Air Tickets, and This Could Adversely Affect Our Business and Results of Operations.

In our air ticketing business, we generate revenue through commissions and incentive payments from airline suppliers, service fees charged to our customers and fees earned from our GDS service providers. Our airline suppliers may reduce or eliminate the commissions and incentive payments they pay to us. For example, few airlines in India have been reducing the base commissions paid to travel agencies since fiscal year 2015. To the extent any of our airline suppliers further reduce or eliminate the commissions or incentive payments they pay to us in the future, our revenue may be further reduced unless we are able to adequately mitigate such reduction by increasing the service fees we charge to our customers in a sustainable manner. Any increase in service fees, to mitigate reductions in or elimination of commissions or otherwise, may also result in a loss of potential customers. Further, our arrangements with the airlines that supply air tickets to us may limit the amount of service fees that we are able to charge our customers. Our business would also be negatively impacted if competition or regulation in the travel industry causes us to reduce or eliminate our service fees.

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.

We believe continued investment in our brand, “MakeMyTrip,” is critical to retain and expand our business. We believe that our brand is well respected and recognized in the Indian travel market. We have invested in developing and promoting our brand since our inception and expect to continue to spend on maintaining our brand’s value to enable us to compete against increased spending by our competitors, as well as against emerging competitors, including search engines and meta-search engines, and to allow us to expand into new geographies and products where our brand is not well known. With the acquisition of the ITC Group in November 2012, we acquired the “ITC” brand, which we believe is a well-known brand in South-East Asia. We also acquired the “goibibo” and “redBus” brands, which we believe are well-known in India, through our strategic combination with the ibibo Group by way of an acquisition of the ibibo Group in January 2017. We have invested and intend to continue to invest in developing and promoting these brands. 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 would have a material adverse effect on our business. See also “— We Cannot Be Sure That Our Intellectual Property Is Protected from Copying or Use by Others, Including Current or Potential Competitors, and We May Be Subject to Third Party Claims for Intellectual Property Rights Infringement.”

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We May Not Be Successful in Implementing Our Growth Strategies.

Our growth strategies involve expanding our hotels and packages business (including through our travel agents’ network and our outbound air ticketing and hotels business for overseas travel), expanding our service and product offerings, enhancing our service platforms by investing in technology, expanding into new geographic markets and pursuing strategic partnerships and acquisitions.

Our success in implementing our growth strategies is affected by:

 

our ability to expand our businesses through strategic acquisitions and successfully integrate such acquisitions;

 

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 continue to expand our distribution channels, and market and cross-sell our travel services and products to facilitate the expansion of our business;

 

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;

 

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;