Group 1 - MakeMyTrip Ltd. (NASDAQ: MMYT) has a positive demand outlook and is well-positioned to capitalize on it despite short-term disruptions, achieving a 19% year-over-year growth [1] - The investment approach discussed includes fundamental investing, technical investing, and momentum investing, highlighting the merits of each strategy [1] Group 2 - The article serves as a platform for tracking investment ideas and connecting with like-minded investors [1]

Core Viewpoint - MakeMyTrip reported quarterly earnings of $0.42 per share, missing the Zacks Consensus Estimate of $0.45 per share, but showing an increase from $0.39 per share a year ago, indicating a -6.67% earnings surprise [1][2] Financial Performance - The company posted revenues of $268.85 million for the quarter ended June 2025, missing the Zacks Consensus Estimate by 2.99%, compared to $254.52 million in the same quarter last year [2] - Over the last four quarters, MakeMyTrip has surpassed consensus EPS estimates two times and topped consensus revenue estimates just once [2] Stock Performance - MakeMyTrip shares have declined approximately 13% since the beginning of the year, contrasting with the S&P 500's gain of 7.2% [3] - The current consensus EPS estimate for the upcoming quarter is $0.43 on revenues of $256.02 million, and for the current fiscal year, it is $1.97 on revenues of $1.16 billion [7] Industry Outlook - The Internet - Delivery Services industry, to which MakeMyTrip belongs, is currently ranked in the top 11% of over 250 Zacks industries, suggesting a favorable outlook compared to the bottom 50% [8]

Financial Data and Key Metrics Changes - Revenue for Q1 FY26 grew by 7.8% year on year in constant currency to $268.8 million, impacted by external events [26] - Adjusted operating profit reached $47.3 million, reflecting a 21% year on year growth [27] - Profit for the quarter was $25.8 million, up 22.6% from $21 million in the same quarter last year [27] Business Line Data and Key Metrics Changes - International air ticketing revenue grew over 27% year on year, significantly outpacing industry growth [8] - International hotels revenue increased by over 45% year on year, contributing 27% to overall revenue, up from 24% in the same period last year [8][26] - Gross booking value for hotel and packages business grew by 15.3% year on year in constant currency [10] Market Data and Key Metrics Changes - Domestic air segment market share increased from 30.6% to 30.8% [5] - International air ticketing business volumes grew by over 21% year on year, nearly three times the market growth of 7% [28] - The mix of international air ticketing revenue reached an all-time high of 42%, compared to 37% in the same quarter last year [28] Company Strategy and Development Direction - The company is focusing on enhancing customer experience through new product offerings and expanding its international market presence [9][12] - There is a strategic emphasis on corporate travel and international outbound travel, with a commitment to leveraging consumer insights and technology [6][13] - The company aims to maintain a diversified business portfolio to mitigate risks from macroeconomic challenges [24] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the long-term growth prospects of the Indian travel sector, driven by rising disposable income and changing consumer behavior [6][22] - Despite recent macro headwinds, management believes the impact is short-term and does not alter the long-term outlook for the travel sector [5][6] - There are signs of improving consumer sentiment and recovery in travel demand, particularly in June [46][49] Other Important Information - The company raised approximately $3.1 billion through primary offerings, which were used for share repurchase initiatives [32][33] - The board composition has changed, with a reduction in nominees from Trip.com and an increase in independent directors [86][88] Q&A Session Summary Question: What is the outlook for revenue and GMV growth for the full year? - Management indicated that despite Q1 growth being at 16%, they remain on target for high teens to 20% growth for the year [39][40] Question: How is consumer sentiment trending post recent events? - Management noted an improvement in consumer sentiment and booking trends, indicating a recovery from temporary disruptions [46][49] Question: What is the company's stance on a potential IPO in India? - Management reiterated that an IPO remains a mid-term opportunity, contingent on capital market conditions and fundraising plans [51][52] Question: How does the company view competition in the market? - Management stated that while competition remains, they maintain a strong market share and focus on long-term growth rather than short-term fluctuations [66][68] Question: What is the strategy for capital allocation and buybacks? - Management expressed openness to opportunistic buybacks while maintaining a focus on deploying capital effectively [72][73]

Financial Data and Key Metrics Changes - Revenue for Q1 FY26 grew by 7.8% year on year in constant currency to $268.8 million, impacted by external events [24] - Adjusted operating profit reached $47.3 million, reflecting a 21% year on year growth [24][25] - Profit for the quarter was $25.8 million, up from $21 million in the same quarter last year, marking a 22.6% increase [25] Business Line Data and Key Metrics Changes - International air ticketing revenue grew over 27% year on year, significantly outpacing industry growth [6] - International hotels revenue increased by over 45% year on year, contributing approximately 27% to overall revenue, up from 24% in the same period last year [6][24] - Gross booking value for hotel and packages business grew by 15.3% year on year in constant currency [9] Market Data and Key Metrics Changes - Domestic air market share increased from 30.6% to 30.8% despite macro challenges [4][26] - International air ticketing business volumes grew by over 21% year on year, nearly three times the market growth of 7% [26] - The mix of international air ticketing revenue reached an all-time high of 42%, compared to 37% during the same quarter last year [26] Company Strategy and Development Direction - The company is focusing on enhancing customer experience through new product offerings and expanding its international market presence [10][12] - There is a strategic emphasis on diversifying the business portfolio to mitigate risks from domestic market fluctuations [23] - The company aims to leverage rising disposable income and changing consumer behavior towards experiential travel to drive long-term growth [5] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the long-term growth prospects of the Indian travel sector, despite short-term macro headwinds [4][21] - There is an expectation of recovery in consumer sentiment and travel demand, particularly in the international segment [44][46] - Management indicated that the impact of recent events on travel demand is temporary and does not alter the long-term growth narrative [44] Other Important Information - The company successfully raised approximately $3.1 billion through primary offerings, which were used for share repurchase initiatives [31][32] - The board composition has changed with a reduction in Trip.com's nominees, increasing the number of independent directors [88][91] Q&A Session All Questions and Answers Question: What is the outlook for revenue and GMV growth for the upcoming quarters? - Management indicated that despite Q1's 16% revenue growth, they remain on target for high teens to 20% growth for the full year [35][38] Question: Is there an improvement in consumer sentiment following recent events? - Management noted that consumer sentiment is improving, with booking trends for leisure destinations gradually returning [44][46] Question: What is the competitive landscape like, particularly regarding OTAs? - Management stated that they maintain a strong market share of over 30% in the domestic air market and do not see significant changes in competitive dynamics [66][68] Question: What is the company's approach to capital allocation and buybacks? - Management confirmed an opportunistic approach to buybacks, with plans to deploy capital as opportunities arise [73][74]

Exhibit 99.1 MAKEMYTRIP LIMITED ANNOUNCES FISCAL 2026 FIRST QUARTER RESULTS Gurugram, India and New York, July 22, 2025 — MakeMyTrip Limited (NASDAQ: MMYT), India's leading travel service provider, today announced its unaudited interim financial and operating results for its fiscal first quarter ended June 30, 2025. | | | For the three months | | For the three months | | YoY Change | | --- | --- | --- | --- | --- | --- | --- | | | | ended June | | ended June | YoY | in constant | | (in thousands) | | 30, 20 ...

Core Viewpoint - MakeMyTrip (MMYT) is currently facing challenges in stock performance, with a notable decline over the past month, while upcoming earnings are anticipated to show growth in both EPS and revenue compared to the previous year [2][3][4]. Company Performance - The stock price of MakeMyTrip ended at $93.01, reflecting a +2.25% change from the previous day's closing price, outperforming the S&P 500 which fell by 0.4% [1]. - Over the last month, MakeMyTrip's shares have decreased by 9.83%, underperforming the Computer and Technology sector which gained 6.34% and the S&P 500 which increased by 4.97% [2]. Upcoming Earnings - MakeMyTrip is set to release its earnings report on July 22, 2025, with an expected EPS of $0.45, indicating a 15.38% increase from the same quarter last year [3]. - The consensus estimate for revenue is projected at $277.12 million, representing an 8.88% year-over-year increase [3]. Full-Year Estimates - The Zacks Consensus Estimates for MakeMyTrip's full-year earnings are $1.96 per share and revenue of $1.16 billion, which would signify year-over-year growth of +25.64% and +18.78%, respectively [4]. Analyst Sentiment - Recent changes in analyst estimates for MakeMyTrip are crucial, as positive revisions indicate optimism regarding the company's business and profitability [4]. - The Zacks Rank for MakeMyTrip is currently 5 (Strong Sell), reflecting a decline of 0.61% in the consensus EPS projection over the past 30 days [6]. Valuation Metrics - MakeMyTrip's Forward P/E ratio stands at 46.53, which is significantly higher than the industry average Forward P/E of 14.77, indicating a premium valuation [7]. - The Internet - Delivery Services industry, to which MakeMyTrip belongs, has a Zacks Industry Rank of 94, placing it in the top 39% of over 250 industries [7].

Group 1 - MakeMyTrip's stock decreased by 1.27% to $93.36, underperforming the S&P 500's gain of 0.61% and the Nasdaq's increase of 0.95% [1] - Over the past month, MakeMyTrip shares have declined by 4.26%, while the Computer and Technology sector gained 5.6% and the S&P 500 increased by 3.85% [1] Group 2 - The upcoming earnings report for MakeMyTrip is anticipated, with projected earnings per share (EPS) of $0.45, reflecting a 15.38% increase year-over-year [2] - Revenue is expected to reach $277.12 million, indicating an 8.88% growth compared to the same quarter last year [2] Group 3 - For the entire fiscal year, earnings are projected at $1.98 per share and revenue at $1.16 billion, representing increases of 26.92% and 18.78% respectively from the previous year [3] - Recent analyst estimate revisions are seen as positive indicators for MakeMyTrip's business outlook [3] Group 4 - The Zacks Rank system, which evaluates estimate changes, indicates that MakeMyTrip currently holds a Zacks Rank of 5 (Strong Sell) [5] - The Zacks Rank has a historical track record of outperforming, with stocks rated 1 yielding an average annual return of +25% since 1988 [5] Group 5 - MakeMyTrip is trading at a Forward P/E ratio of 47.88, significantly higher than the industry average Forward P/E of 15.37 [6] - The Internet - Delivery Services industry, part of the Computer and Technology sector, holds a Zacks Industry Rank of 90, placing it in the top 37% of over 250 industries [6] Group 6 - The Zacks Industry Rank measures the strength of industry groups based on the average Zacks Rank of individual stocks, with the top 50% rated industries outperforming the bottom half by a factor of 2 to 1 [7]

Company Performance - MakeMyTrip's stock closed at $99.82, with a daily increase of +1.86%, outperforming the S&P 500's gain of 0.52% [1] - The stock has decreased by 3.93% over the past month, underperforming the Computer and Technology sector's gain of 9.55% and the S&P 500's gain of 5.95% [1] Earnings Forecast - The upcoming earnings report projects earnings per share (EPS) of $0.46, representing a 17.95% increase year-over-year [2] - Revenue is estimated to be $277.12 million, indicating an 8.88% increase compared to the same quarter last year [2] Annual Estimates - For the entire year, earnings are forecasted at $1.98 per share and revenue at $1.16 billion, reflecting increases of +26.92% and +18.78% respectively compared to the previous year [3] Analyst Sentiment - Recent modifications to analyst estimates for MakeMyTrip are being monitored, as they indicate changing near-term business trends [4] - Positive estimate revisions suggest analyst optimism regarding the company's business and profitability [4] Zacks Rank and Valuation - MakeMyTrip currently holds a Zacks Rank of 4 (Sell), with the Zacks Consensus EPS estimate remaining unchanged over the last 30 days [6] - The company has a Forward P/E ratio of 49.62, which is a premium compared to its industry's Forward P/E of 17.47 [6] Industry Context - MakeMyTrip operates within the Internet - Delivery Services industry, which is part of the Computer and Technology sector [7] - This industry has a Zacks Industry Rank of 53, placing it in the top 22% of over 250 industries [7]

Group 1 - Trip.com Group Limited has entered into a share repurchase agreement with MakeMyTrip Limited to sell a portion of its Class B ordinary shares for cancellation, aiming to optimize its investment portfolio and enhance shareholder returns [1] - After the proposed repurchase, Trip.com Group will remain the largest minority shareholder of MakeMyTrip and continue to support its growth [1] - To fund the repurchase, MakeMyTrip has launched an offering of convertible senior notes and a concurrent underwritten public offering of ordinary shares, with Trip.com Group agreeing to a 180-day lock-up period [1] Group 2 - Trip.com Group Limited is a leading global one-stop travel platform, offering a comprehensive suite of travel products and services [2] - The company operates under various brands, including Ctrip, Qunar, Trip.com, and Skyscanner, and aims to provide travelers with cost-effective booking options and support [2] - Founded in 1999, Trip.com Group was listed on Nasdaq in 2003 and on HKEX in 2021, with a mission to pursue the perfect trip for a better world [2]

PART I [Key Information](index=10&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines the company's principal risks, including industry disruptions, intense competition, regulatory changes, and significant shareholder influence [Risk Factors](index=10&type=section&id=D.%20Risk%20Factors) The company's business is subject to numerous risks including industry disruptions, intense competition, evolving laws, and significant shareholder influence - The business is highly sensitive to disruptions in the travel industry, such as the liquidation of **Go First**, which reduced ticket supply and disrupted customer travel[45](index=45&type=chunk) - The company faces **intense competition** from other online travel agencies (OTAs), traditional agencies, and direct booking channels, which may increase marketing expenses and pressure commissions[57](index=57&type=chunk)[58](index=58&type=chunk) - Evolving regulations in India, particularly the **Digital Personal Data Protection Act (DPDP Act)**, could impose significant compliance costs and affect business operations[112](index=112&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - Major shareholder **Trip.com holds 45.34% of total voting power**, giving it significant influence over corporate matters[134](index=134&type=chunk) - The company is subject to ongoing tax proceedings in India with **aggregate claims amounting to millions of dollars**, which could adversely affect financial performance[123](index=123&type=chunk)[695](index=695&type=chunk) [Information on the Company](index=48&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This section details the company's history, business model through its primary brands, and strategy focused on high-margin segments and technology [History and Development of the Company](index=48&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Founded in 2000, the company has grown through key acquisitions like ibibo Group, with its stated capital reaching approximately $2.04 billion by March 2025 - The company was founded in 2000, initially serving non-resident Indians in the US, and launched its Indian business in September 2005[199](index=199&type=chunk) Key Acquisitions | Acquisition | Year | Business Description | | :--- | :--- | :--- | | **ibibo Group** | 2017 | Online travel services including Goibibo and redBus brands | | **Bitla** | 2018 | Technology support for bus operators | | **Quest 2 Travel** | 2019 | Corporate travel solutions | | **Book My Forex** | 2022 | Currency exchange and cross-border remittances | | **Simplotel** | 2022 | Website and booking technology for hotels | | **Savaari** | 2023 | Car rental services in India | | **HAPPAY** | 2025 | Corporate travel and expense management business | - In February 2021, the company issued **$230.0 million in 0.00% convertible senior notes** due 2028[209](index=209&type=chunk) [Business Overview](index=50&type=section&id=B.%20Business%20Overview) The company is a leading Indian travel provider whose strategy emphasizes growing its high-margin hotels and packages segment through technology and acquisitions Key Business Metrics (Fiscal Years 2023-2025) | Metric | FY 2023 | FY 2024 | FY 2025 | | :--- | :--- | :--- | :--- | | **Gross Bookings** | $6.6 billion | $8.0 billion | $9.8 billion | | **Flight Segments** | 43.9 million | 51.1 million | 58.7 million | | **Hotel & Package Room Nights** | 26.1 million | 31.1 million | 37.0 million | | **Bus Tickets Booked** | 73.0 million | 86.8 million | 106.5 million | - The company's strategy is to expand its **higher-margin Hotels and Packages business**, which it aims to achieve through technology investment, automation, and strategic partnerships[241](index=241&type=chunk)[242](index=242&type=chunk) - As of March 31, 2025, the platform offered approximately **87,000 properties in India** and over **1.2 million properties outside India**[220](index=220&type=chunk) - The company faces strong competition from other OTAs (Agoda, Booking.com, Expedia), traditional agencies, and direct supplier channels[356](index=356&type=chunk) Employee Headcount as of March 31, 2025 | Function | Number of Employees | | :--- | :--- | | Sales and marketing | 1,569 | | Technology | 1,649 | | Product development | 303 | | Operations, business dev. & supply | 991 | | Management & Others | 610 | | **Total** | **5,122** | [Operating and Financial Review and Prospects](index=82&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) This section analyzes the company's financial performance, highlighting 25.0% revenue growth to $978.3 million in FY2025, strong liquidity, and key accounting policies [Operating Results](index=82&type=section&id=A.%20Operating%20Results) FY2025 revenue reached **$978.3 million**, a 25.0% increase, with Adjusted Operating Profit growing to **$167.3 million** driven by strong travel demand Consolidated Statement of Profit or Loss Summary (FY2024 vs FY2025) | Metric (in millions) | FY 2024 | FY 2025 | Change (%) | | :--- | :--- | :--- | :--- | | **Revenue** | $782.5 | $978.3 | 25.0% | | **Results from operating activities** | $65.2 | $119.9 | 83.9% | | **Profit for the year** | $216.7 | $95.3 | (56.0)% | | **Adjusted Operating Profit** | $124.2 | $167.3 | 34.7% | | **Adjusted Net Profit** | $137.2 | $178.2 | 29.9% | Adjusted Margin by Segment (FY2024 vs FY2025) | Segment (in millions) | FY 2024 | FY 2025 | Change (%) | | :--- | :--- | :--- | :--- | | **Air Ticketing** | $317.7 | $373.1 | 17.4% | | **Hotels and Packages** | $348.9 | $429.5 | 23.1% | | **Bus Ticketing** | $102.1 | $131.0 | 28.2% | | **Others** | $48.8 | $72.0 | 47.7% | - The increase in revenue and adjusted margin across all segments in FY2025 was primarily attributed to **robust travel demand in India** for both domestic and international outbound travel[492](index=492&type=chunk) - Marketing and sales promotion expenses **increased by 34.1% to $165.3 million** in FY2025, driven by variable costs and brand-building initiatives in response to strong travel demand[499](index=499&type=chunk) - FY2024 profit was significantly impacted by a **one-time income tax benefit of $123.8 million** from the recognition of deferred tax assets, which was not repeated in FY2025[503](index=503&type=chunk)[518](index=518&type=chunk) [Liquidity and Capital Resources](index=116&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with **$763.3 million in cash and term deposits** and an active share repurchase program Cash and Liquidity Position (as of March 31, 2025) | Item (in millions) | Amount | | :--- | :--- | | Cash and cash equivalents | $508.9 | | Term deposits | $254.4 | | **Total Cash & Term Deposits** | **$763.3** | Summary of Cash Flows (FY2025, in millions) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash from Operating Activities | $185.3 | | Net cash from Investing Activities | $26.4 | | Net cash used in Financing Activities | ($22.9) | - The company has **$230.0 million in convertible notes due 2028**, with the next potential repurchase date for holders on February 15, 2026[534](index=534&type=chunk)[562](index=562&type=chunk) - The company has an authorized share repurchase program for up to $136.0 million, with **$114.2 million remaining** available for repurchasing ordinary shares and the 2028 Notes as of March 31, 2025[560](index=560&type=chunk)[561](index=561&type=chunk) [Directors, Senior Management, and Employees](index=125&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This section details the company's leadership, compensation structure, and board practices, including the influence of shareholder Trip.com - The board comprises ten directors, with key figures being Founder **Deep Kalra** (Group Chairman) and **Rajesh Magow** (Group CEO)[568](index=568&type=chunk)[571](index=571&type=chunk)[572](index=572&type=chunk) - Major shareholder **Trip.com has the right to nominate five directors** to the board[618](index=618&type=chunk) - Aggregate compensation for directors and executive officers in fiscal year 2025 was **$2.0 million**, consisting of $1.4 million in base salary and $0.6 million in other payments, excluding equity grants[583](index=583&type=chunk) - The company has a **Share Incentive Plan**, last amended to extend its expiration to March 31, 2032, under which it grants RSUs and ESOPs to employees, consultants, and directors[584](index=584&type=chunk)[604](index=604&type=chunk) - As a foreign private issuer, the company follows certain **Mauritian home country governance practices**, such as not having a majority of independent directors, which differs from Nasdaq requirements[180](index=180&type=chunk)[636](index=636&type=chunk) [Major Shareholders and Related Party Transactions](index=141&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) This section identifies major shareholders, led by **Trip.com with 45.34% voting power**, and details significant related party transactions Major Shareholders (as of March 31, 2025) | Shareholder | Ordinary Shares (%) | Class B Shares (%) | Total Voting Power (%) | | :--- | :--- | :--- | :--- | | **Trip.com** | 15.05% | 100.0% | 45.34% | | **Schroder Investment Management** | 5.75% | 0% | 3.70% | | **FMR LLC** | 6.43% | 0% | 4.14% | | **Baillie Gifford & Co.** | 7.20% | 0% | 4.63% | | **Deep Kalra** | 5.07% | 0% | 3.28% | - The company procured air tickets and hotel room nights valued at **$109.8 million from Trip.com subsidiaries** in fiscal year 2025[652](index=652&type=chunk) - The company sold air tickets and hotel room nights with a value of **$19.7 million to Trip.com subsidiaries** in fiscal year 2025[652](index=652&type=chunk) [Financial Information](index=144&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) This section references the consolidated financial statements and details significant legal proceedings, including numerous tax disputes in India [Consolidated Statements and Other Financial Information](index=144&type=section&id=A.%20Consolidated%20Statements%20and%20Other%20Financial%20Information) The company is contesting multiple tax demands from Indian authorities and a significant penalty from the Competition Commission of India (CCI) - The company is contesting numerous income tax assessment orders from Indian tax authorities for assessment years 2009-10 through 2023-24, with disputes over issues like **transfer pricing and depreciation**[663](index=663&type=chunk)[664](index=664&type=chunk)[694](index=694&type=chunk) - Multiple **service tax and GST demands are outstanding** from Indian authorities for periods from 2006 to 2021, with many of these cases under appeal[695](index=695&type=chunk)[704](index=704&type=chunk)[733](index=733&type=chunk) - The Competition Commission of India (CCI) imposed a **penalty of Rs. 2,234.8 million ($26.1 million)** for alleged anti-competitive practices, which the company has appealed[749](index=749&type=chunk)[750](index=750&type=chunk) - The company is involved in a writ petition regarding the applicability of the **Motor Vehicles Act** to its redBus business, with an interim order preventing adverse action[746](index=746&type=chunk)[748](index=748&type=chunk) [Additional Information](index=161&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section details the company's dual-class share structure, which grants significant control rights to Trip.com, and discusses potential PFIC status [Memorandum and Articles of Association](index=161&type=section&id=B.%20Memorandum%20and%20Articles%20of%20Association) The company's governance is defined by its Mauritian incorporation and a **dual-class share structure granting Trip.com significant control rights** - The company has two classes of shares: ordinary shares and **Class B shares**, with the latter possessing special control rights[762](index=762&type=chunk) - As long as Permitted Holders (currently Trip.com) own 10% or more of voting securities, they are entitled to **nominate directors in proportion to their ownership**[808](index=808&type=chunk)[815](index=815&type=chunk) - Certain **'Reserved Matters' require approval from a majority of Class B directors**, including major asset sales and changes to key executive positions[820](index=820&type=chunk) - Trip.com holds **pre-emptive rights** to purchase additional Class B Shares to maintain its voting percentage in the event of new voting security issuances[812](index=812&type=chunk)[867](index=867&type=chunk) [Taxation](index=187&type=section&id=E.%20Taxation) This sub-section describes the company's 15% Mauritian tax rate and the potential US tax implications for shareholders, including PFIC risk - As a Mauritius Global Business Company (GBC), the company is subject to a **15% income tax rate** and may receive an 80% partial exemption on certain foreign income[172](index=172&type=chunk)[173](index=173&type=chunk) - For US Holders, distributions are generally treated as dividends, with tax rates dependent on the company not being classified as a **Passive Foreign Investment Company (PFIC)**[896](index=896&type=chunk)[897](index=897&type=chunk) - The company **does not believe it will be a PFIC** for the current taxable year, but this status is subject to annual testing and could have adverse tax consequences for US Holders[903](index=903&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=196&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk is foreign currency exposure, particularly between the INR and USD, while it reports no interest rate risk - The company is exposed to **foreign currency risk**, primarily from mismatches between the Indian Rupee (functional currency) and the US Dollar (presentation currency)[927](index=927&type=chunk) Foreign Currency Risk Sensitivity (FY2025) | Scenario | Impact on Profit (in millions) | | :--- | :--- | | 10% appreciation of USD vs INR | ($19.7) | | 10% depreciation of USD vs INR | $19.7 | - The company **does not currently use any hedging agreements** to cover its foreign exchange exposure[930](index=930&type=chunk) - The company reports **no interest rate risk** as it does not have any variable rate interest-bearing financial instruments[930](index=930&type=chunk) [Controls and Procedures](index=198&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management and the independent auditor concluded that the company's disclosure controls and internal control over financial reporting were effective - Management concluded that the company's **disclosure controls and procedures were effective** as of March 31, 2025[941](index=941&type=chunk) - Management concluded that the company's **internal control over financial reporting was effective** as of March 31, 2025, based on the COSO framework (2013)[944](index=944&type=chunk) - The independent auditor, KPMG, issued an **unqualified opinion** on the effectiveness of the company's internal control over financial reporting as of March 31, 2025[948](index=948&type=chunk)[949](index=949&type=chunk) - **No material changes** in internal control over financial reporting were identified during the period covered by the annual report[954](index=954&type=chunk) [Other Information](index=202&type=section&id=ITEM%2016.%20%5BVARIOUS%20SUB-ITEMS%5D) This section covers governance topics including the audit committee financial expert, accountant fees, share repurchases, and cybersecurity risk management - The board has determined that **Ms. May Yihong Wu** qualifies as an audit committee financial expert[955](index=955&type=chunk) Principal Accountant Fees (FY2025) | Fee Category | Amount | | :--- | :--- | | Audit Fees | $681,371 | | Tax Fees | $190,768 | | All Other Fees | $0 | | **Total** | **$872,139** | - The company has a share repurchase plan with **$114.2 million remaining** for future purchases as of March 31, 2025[964](index=964&type=chunk) - The company follows **home country (Mauritius) practices** in lieu of certain Nasdaq rules, such as not having a majority-independent board[970](index=970&type=chunk) - The company has a **cybersecurity risk management program** overseen by the board and has not identified any cybersecurity threats that have materially affected the company[973](index=973&type=chunk)[977](index=977&type=chunk)[978](index=978&type=chunk) PART II PART III [Financial Statements](index=209&type=section&id=ITEM%2017.%20FINANCIAL%20STATEMENTS) This section indicates that the company's audited consolidated financial statements are provided under Item 18 [Financial Statements](index=209&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section contains the company's audited consolidated financial statements for fiscal years 2023-2025, prepared in accordance with IFRS Consolidated Financial Position (as of March 31) | (in thousands) | 2024 | 2025 | | :--- | :--- | :--- | | **Total Assets** | $1,660,077 | $1,828,288 | | **Total Liabilities** | $543,659 | $620,311 | | **Total Equity** | $1,116,418 | $1,207,977 | Consolidated Profit or Loss (for the year ended March 31) | (in thousands) | 2023 | 2024 | 2025 | | :--- | :--- | :--- | :--- | | **Total Revenue** | $593,036 | $782,524 | $978,336 | | **Results from operating activities** | $23,604 | $65,214 | $119,889 | | **Profit (loss) for the year** | ($11,168) | $216,743 | $95,274 | - The independent auditor's report identified two critical audit matters: the evaluation of **revenue recognition** due to high transaction volume and the recoverability of **deferred tax assets**[1001](index=1001&type=chunk)[1002](index=1002&type=chunk)[1006](index=1006&type=chunk) [Exhibits](index=210&type=section&id=ITEM%2019.%20EXHIBITS) This section lists all exhibits filed with the Form 20-F, including governing documents, material agreements, and required certifications - Key exhibits include the company's Constitution, the **Amended and Restated Investor Rights Agreement with Trip.com**, and the Indenture for the 2028 Convertible Notes[986](index=986&type=chunk)