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MakeMyTrip Ltd – ‘6-K’ for 11/22/16 – ‘EX-99.1’

On:  Tuesday, 11/22/16, at 11:00am ET   ·   For:  11/22/16   ·   Accession #:  1193125-16-774640   ·   File #:  1-34837

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Exhibit 99.1

November 22, 2016

To the Shareholders of MakeMyTrip Limited:

You are cordially invited to attend a special meeting of shareholders of MakeMyTrip Limited (“MakeMyTrip”) to be held at MakeMyTrip’s corporate headquarters located at Tower A, SP Infocity, 243, Udyog Vihar, Phase 1, Gurgaon, Haryana 122016, India, on December 9, 2016 at 5:00 p.m. local India time, as set forth in the attached Notice of Special Meeting of Shareholders.

At the special meeting you will be asked to consider and vote on the proposed acquisition by MakeMyTrip of Ibibo Group Holdings (Singapore) Private Limited (“ibibo Group”) from MIH Internet SEA Private Limited (“Parent”), an indirect subsidiary of Naspers Limited, under the terms of a Transaction Agreement (the “Transaction Agreement”) entered into between Parent and MakeMyTrip on October 18, 2016.

Under the terms of the proposed acquisition, MakeMyTrip will acquire 100% of the outstanding stock of ibibo Group in exchange for Parent receiving a 40% stake in MakeMyTrip, making it the largest shareholder of MakeMyTrip. Parent will also contribute cash to MakeMyTrip at closing to ensure ibibo Group’s net working capital constitutes 40% of the consolidated net working capital of MakeMyTrip after giving effect to the acquisition (subject to certain adjustments).

I will remain Group CEO and Executive Chairman of MakeMyTrip and co-founder Rajesh Magow will continue to remain CEO India of MakeMyTrip following the closing. Founder and CEO of ibibo Group, Ashish Kashyap, will join MakeMyTrip’s executive team as a co-founder and President of the organization.

The directors of MakeMyTrip who voted to approve the proposed acquisition have determined that the proposed acquisition is in the best interests of MakeMyTrip and its shareholders and unanimously recommend that you vote “FOR” the proposed acquisition at the special meeting.

Details of the proposed acquisition and the other transactions contemplated by the Transaction Agreement as well as other important information are contained in the enclosed proxy statement. You are urged to read the enclosed proxy statement and the agreements attached to the proxy statement in their entirety.

Furthermore, additional information regarding MakeMyTrip and ibibo Group will be made available to shareholders of MakeMyTrip subsequent to the delivery of the enclosed proxy statement on MakeMyTrip’s investor relations page on its website at http://investors.makemytrip.com and via the filing of one or more Form 6-Ks by MakeMyTrip prior to the special meeting. The foregoing Form 6-Ks, and any other Form 6-Ks submitted by MakeMyTrip that by their terms purport to be incorporated by reference into the enclosed proxy statement, shall be deemed to be a part of the enclosed proxy statement and shall automatically update the enclosed proxy statement to the extent thereof.

MakeMyTrip urges you to read the enclosed material carefully and requests that you complete and return the enclosed form of proxy as soon as possible. YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. We cannot complete the acquisition without the requisite approval of MakeMyTrip’s shareholders. To ensure that your shares are voted at the special meeting, please return your form of proxy promptly, whether or not you plan to attend. You may, of course, attend the special meeting and vote in person, even if you have previously returned your proxy.

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The directors of MakeMyTrip who voted to approve the proposed acquisition would like to thank you for your support and urge you to vote “FOR” the approval and adoption of the Transaction Agreement and the transactions contemplated thereby at the special meeting.

Sincerely,

Deep Kalra

Group Chairman and Group Chief Executive Officer

November 22, 2016

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MAKEMYTRIP LIMITED

Notice of Special Meeting of Shareholders

NOTICE IS HEREBY GIVEN that a special meeting of MakeMyTrip Limited (“MakeMyTrip”) will be held at Tower A, SP Infocity, 243, Udyog Vihar, Phase 1, Gurgaon, Haryana 122016, India on December 9, 2016 at 5:00 p.m. local India time, and at any adjourned or postponed meeting thereof, for the following purpose:

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“RESOLVED, as an ordinary resolution,

THAT (a) the Transaction Agreement, dated October 18, 2016 (the “Transaction Agreement”), by and among MakeMyTrip Limited, a limited liability company organized under the laws of Mauritius (“MakeMyTrip”), MIH Internet SEA Private Limited, a limited liability company organized under the laws of Singapore (“Parent”), and solely with respect to Article XIII thereof, MIH B2C Holdings B.V., a private limited liability company organized under the laws of The Netherlands, and the agreements, documents, actions or transactions contemplated thereby or relating thereto (collectively, the “Transaction”), including, without limitation, the acquisition of all of the issued and outstanding ordinary shares of Ibibo Group Holdings (Singapore) Private Limited, a limited liability company organized under the laws of Singapore, from Parent, the issuance and delivery of Class B convertible ordinary shares of MakeMyTrip in connection with the Transaction Agreement and the Transaction and the issuance and delivery of any shares into which any of such Class B convertible ordinary shares are converted and (b) for purpose of sections 143(h) and 146 of the Companies Act 2001, Naspers Limited (“Naspers”), and its affiliates, and any successor in interest in Class B convertible ordinary shares of MakeMyTrip, which successor in interest has the right to nominate directors to the board of directors of MakeMyTrip under the Transaction Agreement or the Transaction, and its affiliates, shall not be deemed to be a competing company with MakeMyTrip, and any person nominated at any time to said board of directors by any of the foregoing shall not be deemed to compete with MakeMyTrip as a result of such person’s being a director or officer of any of the foregoing, be and are hereby, adopted and approved in all respects.”

Additional information regarding MakeMyTrip and ibibo Group will be made available to shareholders of MakeMyTrip subsequent to the delivery of this notice of special meeting on MakeMyTrip’s investor relations page on its website at http://investors.makemytrip.com and via the filing of one or more Form 6-Ks by MakeMyTrip prior to the special meeting. The foregoing Form 6-Ks, and any other Form 6-Ks submitted by MakeMyTrip that by their terms purport to be incorporated by reference into this notice of special meeting, shall be deemed to be a part of this notice of special meeting and shall automatically update this notice of special meeting to the extent thereof.

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You are cordially invited to attend the special meeting in person. Your vote is important. If you cannot attend the special meeting in person, you are urged to complete, sign, date and return the accompanying form of proxy as soon as possible and prior to December 7, 2016. We must receive the form of proxy no later than 48 hours before the time appointed for the special meeting to ensure your representation at such special meeting.

Port Louis, Mauritius, November 22, 2016

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MAKEMYTRIP LIMITED

(a limited liability company organized under the laws of Mauritius)

Tower A, SP Infocity, 243,

Udyog Vihar, Phase 1,

Gurgaon, Haryana 122016

India

Proxy Statement for Special

Meeting of Shareholders of MakeMyTrip Limited

To Be Held on December 9, 2016

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FREQUENTLY USED TERMS

“Class B Member” means a holder of Class B Shares.

“Class B Shares” means Class B convertible ordinary shares, par value $0.0005 per share, of MakeMyTrip to be issued to Parent pursuant to the Transaction Agreement, which shares shall have the terms set forth in the Terms of Issue.

“Closing” means the closing of the Transaction.

“Closing Date” means the date of Closing.

“Covered Shares” means (i) the Class B Shares and (ii) any MakeMyTrip ordinary shares acquired by Parent or any of its affiliates after the Closing to the extent ownership of such ordinary shares allows Parent to satisfy a required ownership percentage and acquire additional investor rights under the Transaction Agreement or Terms of Issue that it would not have but for the beneficial ownership of such ordinary shares.

“Ctrip” means Ctrip.com International Ltd., a company incorporated under the laws of the Cayman Islands and a shareholder of MakeMyTrip.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Guarantor” means MIH B2C Holdings B.V., a private limited liability company organized under the laws of The Netherlands.

“ibibo Group” means Ibibo Group Holdings (Singapore) Private Limited, a limited liability company organized under the laws of Singapore.

“MakeMyTrip” means MakeMyTrip Limited, a limited liability company organized under the laws of Mauritius.

“Meeting” means the special meeting of shareholders of MakeMyTrip to be held on December 9, 2016 at 5:00 p.m. local India time, or any adjournment or postponement thereof.

“Parent” means MIH Internet SEA Private Limited, a limited liability company organized under the laws of Singapore and an indirect subsidiary of Naspers Limited.

“SAIF” means SB Asia Investment Fund II L.P., a fund incorporated under the laws of the Cayman Islands and a shareholder of MakeMyTrip.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Terms of Issue” means the terms of issue governing the rights and preferences of Class B Shares issued pursuant to the Transaction Agreement, a copy of which is attached hereto as Annex B.

“Transaction” means the transactions contemplated by the Transaction Agreement and all other agreements and documents executed or entered into in connection therewith and all other transactions contemplated thereby, including without limitation, the acquisition by MakeMyTrip of all of the issued and outstanding capital stock of ibibo Group from Parent and the issuance by MakeMyTrip of Class B Shares to Parent in accordance with the Transaction Agreement.

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“Transaction Agreement” means the Transaction Agreement, dated October 18, 2016, by and among MakeMyTrip, Parent and solely with respect to Article XIII thereof, Guarantor, a copy of which is attached hereto as Annex A.

“Travogue” means Travogue Electronic Travel Private Limited, a company organized under the laws of India and a shareholder of MakeMyTrip.

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INTRODUCTION

General

This proxy statement is being furnished to shareholders of MakeMyTrip in connection with the solicitation of proxies by its board of directors from holders of outstanding ordinary shares of MakeMyTrip for use at the Meeting. At the Meeting, shareholders will be asked to consider and vote on the Transaction Agreement and the proposed Transaction.

Pursuant to the terms of the Transaction Agreement, MakeMyTrip will acquire all of the issued and outstanding capital stock of ibibo Group from Parent and Parent will be issued 38,971,539 shares of a newly created class of capital stock of MakeMyTrip, Class B Shares, the rights and preferences of which will be governed by the Terms of Issue, representing 40% of MakeMyTrip’s outstanding voting securities calculated on a fully diluted basis and taking into consideration the option described in clause (ii) below. Parent will also (i) be required to contribute enough cash to MakeMyTrip at the Closing to ensure that ibibo Group’s net working capital represents 40% of MakeMyTrip’s consolidated net working capital after giving effect to the Transaction (subject to certain adjustments) and (ii) have the right to purchase at Closing up to 413,035 ordinary shares of MakeMyTrip at $21.19 per share.

On October 18, 2016, those directors of MakeMyTrip who voted on the Transaction unanimously (i) determined that the Transaction Agreement and the Transaction are advisable for, fair to and in the best interests of MakeMyTrip and its shareholders, (ii) authorized, approved, confirmed, ratified and adopted in all respects the Transaction Agreement and the Transaction and (iii) recommended that the shareholders of MakeMyTrip adopt and approve the Transaction Agreement and the Transaction.

Overview of ibibo Group

ibibo Group operates integrated travel properties such as Goibibo.com (leading hotels and air aggregator), redBus.in (leading online bus ticketing platform), YourBus (vehicle tracking application) and ibibo Ryde (car sharing application). The ibibo Group mission is to organize the transportation and accommodation industry and connect it with travellers. At 7.65 million unique transactions a quarter, ibibo Group is one of the leading travel companies in India.

Voting at the Special Meeting of Shareholders

The close of business on November 21, 2016 has been established as the record date (the “Record Date”) for the determination of shareholders entitled to notice of, and to vote at, the Meeting.

Approval of the Transaction at the Meeting requires the affirmative vote of a majority of the MakeMyTrip ordinary shares present, in person or represented by proxy, and voting at the Meeting. The presence, in person or by proxy, of one or more shareholders who are able to exercise not less than 33.3% of the votes entitled to be cast at the Meeting, will constitute a quorum for the Meeting. Deep Kalra, Travogue, Rajesh Magow and Ctrip, who in the aggregate represent approximately 26.0% of MakeMyTrip’s outstanding voting securities as of October 31, 2016, have entered into voting agreements with Parent and have agreed not to transfer any of the ordinary shares of MakeMyTrip owned by them during the terms of their voting agreements and to vote their ordinary shares of MakeMyTrip as of the Record Date in favor of the Transaction. SAIF has also entered into a voting agreement with Parent with respect to its shares, but SAIF retained its right to transfer its ordinary shares and only agreed to vote the ordinary shares of MakeMyTrip held by it as of the Record Date in favor of the Transaction. As of October 31, 2016, SAIF owned 1,161,443 ordinary shares of MakeMyTrip, representing approximately 2.25% of the outstanding voting securities of MakeMyTrip.

If holders of a majority of MakeMyTrip ordinary shares present at the Meeting (in person or by proxy) do not vote in favor of the Transaction, the Transaction will not be consummated. Votes may be cast “FOR” or

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“AGAINST” the Transaction or a shareholder may abstain from voting on the Transaction. Since approval of the Transaction requires an affirmative vote of a majority of the ordinary shares present and voting at the Meeting, a vote to abstain will have the same effect as a vote “AGAINST” the Transaction, although your presence will still count for quorum purposes. If you fail to submit a proxy or to vote in person at the Meeting, your shares will not be voted.

In order to vote on the approval of the Transaction at the Meeting, shareholders may attend the Meeting and vote in person or deliver executed proxies in the form attached to this proxy statement to the following address:

MakeMyTrip Limited

Tower A, SP Infocity, 243,

Udyog Vihar, Phase 1,

Gurgaon, Haryana 122016

India

Attention: Kamal Avutapalli

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SUMMARY TERM SHEET FOR THE TRANSACTION

The following is a brief description of certain material aspects of the Transaction and does not contain all the information that may be important to you. A more detailed summary of material terms of the Transaction can be found in the section of this proxy statement titled “The Transaction.” A description of additional terms of the Transaction Agreement and the other agreements entered into in connection with the Transaction can also be found in the section of this proxy statement titled “Transaction Agreements – Additional Terms.” MakeMyTrip urges you to read carefully this proxy statement in its entirety, including the agreements attached as annexes and the documents and other information incorporated by reference into this proxy statement.

Closing Date Transactions

At Closing, MakeMyTrip will acquire all of the issued and outstanding capital stock of ibibo Group from Parent in exchange for Parent receiving 38,971,539 Class B Shares of MakeMyTrip, representing 40% of MakeMyTrip’s outstanding voting securities calculated on a fully diluted basis and taking into consideration the fact that Parent will also have an option to purchase up to 413,035 ordinary shares of MakeMyTrip at Closing.

Parent will also contribute cash to MakeMyTrip at Closing to ensure that ibibo Group’s net working capital represents 40% of the consolidated net working capital of MakeMyTrip after giving effect to the Transaction (subject to certain adjustments).

Restructuring

As of the date of the Transaction Agreement, ibibo Group held, either directly or indirectly, 51.85% of the ownership of TEK Travels Private Limited and 13.64% of the ownership of PayU Global B.V., Netherlands. Prior to Closing, ibibo Group will transfer its ownership stake in these two entities to Parent or one of its affiliates such that MakeMyTrip will acquire ibibo Group without its ownership interests in these entities at Closing.

Parent and its affiliates will also be transferring to ibibo Group prior to Closing, all intellectual property rights that such entities own and which primarily relate to, or are otherwise necessary for, the conduct of the ibibo Group business.

Material Class B Holder Rights and Restrictions

The Class B Shares issued to Parent at Closing will be a newly created class of capital stock of MakeMyTrip, the rights and preferences of which will be governed by the Terms of Issue. Except as specifically provided in the Terms of Issue, the powers and relative participation rights of Class B Shares are identical to those of ordinary shares of MakeMyTrip and vote together with the ordinary shares as a single class with one vote per Class B Share. Class B Shares are convertible into ordinary shares of MakeMyTrip on demand by the holder or automatically in the event of transfers of Class B Shares in certain circumstances. Class B Shares are also subject to specific restrictions on transfer set forth in the Terms of Issue.

The Terms of Issue specifically grant Class B Members additional rights, subject to certain circumstances and conditions, including without limitation, the following:

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Given the foregoing rights, and the fact that Parent is not restricted from purchasing additional ordinary shares of MakeMyTrip on the open market following Closing (subject to certain related party transaction approval requirements as more fully set forth in the section of this proxy statement titled “Transaction Agreements – Additional Terms – The Transaction Agreement”), Parent may be able to acquire enough ordinary shares of MakeMyTrip to control more than a majority of MakeMyTrip’s outstanding voting securities and consequently the right to appoint a majority of MakeMyTrip’s board of directors.

Voting Agreements and Conversion of Ctrip Convertible Notes

Concurrently with the signing of the Transaction Agreement, Parent entered into voting agreements with Deep Kalra, Travogue, Rajesh Magow, Ctrip and SAIF, each of whom are shareholders of MakeMyTrip.

Pursuant to their voting agreements, Deep Kalra, Travogue, Rajesh Magow and Ctrip have each agreed not to transfer any of the ordinary shares owned by them during the terms of their voting agreements and to vote all ordinary shares of MakeMyTrip beneficially owned by each of them as of the Record Date (being 13,389,556 ordinary shares in aggregate and representing approximately 26.0% of MakeMyTrip’s outstanding voting securities as of October 31, 2016) in favor of the Transaction. This includes 9,857,028 ordinary shares issued to Ctrip following the conversion of its 4.25% Convertible Notes due 2021, which Ctrip converted and agreed to not transfer and vote in favor of the Transaction prior to the Record Date pursuant to its voting agreement.

Pursuant to SAIF’s voting agreement, SAIF agreed to vote all ordinary shares of MakeMyTrip beneficially owned by it as of the Record Date in favor of the Transaction. However, unlike the other shareholders who entered into voting agreements with Parent, SAIF is not subject to restrictions on transfer of its ordinary shares prior to the Record Date. As of October 31, 2016, SAIF owned 1,161,443 ordinary shares of MakeMyTrip, representing approximately 2.25% of the outstanding voting securities of MakeMyTrip.

Change in Control Severance Agreements

In connection with the Transaction, MakeMyTrip, through its subsidiary, MakeMyTrip (India) Private Limited, entered into change in control severance agreements with MakeMyTrip’s executives, Deep Kalra and Rajesh Magow, and ibibo Group’s executive, Ashish Kashyap, granting each of them rights to severance payments and benefits in certain circumstances in the event of termination following Closing.

Equity Awards to Executives

Certain equity awards previously granted by ibibo Group to its employees will be converted into MakeMyTrip restricted stock units (“RSUs”). MakeMyTrip will also grant RSUs to certain ibibo Group employees following Closing. However, the number of ordinary shares of MakeMyTrip required to be issued in connection with such RSU issuances will not exceed 1,839,552 ordinary shares of MakeMyTrip in the aggregate.

MakeMyTrip’s board of directors (with only the disinterested directors voting on the matter) will also grant RSUs (on terms and conditions similar to prior grants) in respect of an aggregate amount of 1,875,840 MakeMyTrip ordinary shares to certain of its executives at Closing.

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION

The following questions and answers briefly address some commonly asked questions about the Transaction and the Meeting. They may not include all the information that is important to shareholders of MakeMyTrip. Shareholders should carefully read this entire proxy statement, including the annexes and the other documents referred to or incorporated by reference herein.

The Transaction cannot be completed unless MakeMyTrip shareholders approve the Transaction. MakeMyTrip is holding a special meeting of its shareholders to vote on the Transaction. Information about the Meeting and the Transaction is contained in this proxy statement.

The enclosed voting materials allow you to vote your ordinary shares without attending the Meeting in person.

Your vote is important. MakeMyTrip encourages you to vote as soon as possible. For more information on how to vote your shares, please see the section of this proxy statement titled “Special Meeting of the Shareholders – Voting Procedure.”

Additional information about MakeMyTrip is also available in its public filings with the SEC, which are available at the website maintained by the SEC at www.sec.gov and printed copies of which can also be obtained, free of charge, by directing a request to Jonathan Huang, Vice President – Investor Relations at Jonathan.Huang@makemytrip.com or +1 (917) 769-2027.

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MakeMyTrip’s shareholder, SAIF, has also agreed to vote all ordinary shares of MakeMyTrip beneficially owned by it as of the Record Date in favor of the Transaction. However, unlike the other shareholders who entered into voting agreements in connection with the Transaction, SAIF is not subject to restrictions on transfer of its ordinary shares prior to the Record Date. As of October 31, 2016, SAIF beneficially owned 1,161,443 ordinary shares of MakeMyTrip, representing approximately 2.25% of MakeMyTrip’s outstanding voting securities as of October 31, 2016.

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The remaining directors of MakeMyTrip unanimously (i) determined that the Transaction Agreement and the Transaction are advisable for, fair to and in the best interests of MakeMyTrip and its shareholders, (ii) authorized, approved, confirmed, ratified and adopted in all respect the Transaction Agreement and the Transaction and (iii) recommended that the shareholders of MakeMyTrip adopt and approve the Transaction Agreement and the Transaction.

Shareholders should also note, however, that under the terms of the Transaction Agreement, the board of directors may not withhold, withdraw or modify its recommendation to adopt and approve the Transaction Agreement and Transaction, even in light of any change in circumstances following the date of its recommendation. Mauritius law does not require that MakeMyTrip’s board of directors maintain the ability to change its recommendation, even in light of changed circumstances or the ability to terminate the Transaction Agreement in the light of a superior competing transaction (for further details on MakeMyTrip’s inability to evaluate competing transactions see the section of the proxy statement titled “The Transaction – Competing Transactions and Revocation of Board’s Recommendation”), and MakeMyTrip’s inability to change its recommendation or terminate the Transaction Agreement in light of a superior competing transaction was insisted upon by Parent as a condition to it entering into the Transaction Agreement on its final negotiated terms.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains certain forward-looking statements with respect to the financial condition, results of operations and business of MakeMyTrip, ibibo Group and the combined businesses of MakeMyTrip and ibibo Group. These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond MakeMyTrip’s or ibibo Group’s control. In addition, these forward-looking statements reflect MakeMyTrip’s 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 the section of this proxy statement titled “Risk Factors.”

In view of these uncertainties, you are cautioned not to place undue reliance on these forward-looking statements.

Except as required by law, MakeMyTrip undertakes 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.

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THE TRANSACTION

The following is a description of the material aspects of the Transaction. This discussion highlights material information regarding the Transaction and does not contain all the information that may be important to you. Additional terms of the Transaction Agreement and the other agreements entered into in connection with the Transaction can be found in the section of this proxy statement titled “Transaction Agreements – Additional Terms.” MakeMyTrip urges you to read carefully this proxy statement in its entirety, including the agreements attached as annexes and the documents and other information incorporated by reference into this proxy statement.

Closing Date Transactions

At Closing, MakeMyTrip will acquire all of the issued and outstanding ordinary shares of ibibo Group from Parent such that, following Closing, ibibo Group will be a wholly owned subsidiary of MakeMyTrip. In consideration for such acquisition, MakeMyTrip will issue 38,971,539 Class B Shares to Parent at Closing. At Closing, Parent will also have an option to purchase up to 413,035 ordinary shares of MakeMyTrip at $21.19 per share, such that following Closing, Parent will own approximately 40% of the outstanding equity of MakeMyTrip (as calculated on a fully diluted basis). Parent is not prohibited or otherwise restricted from purchasing additional shares of MakeMyTrip on the open market following Closing (subject to certain related party transaction approval requirements as more fully set forth in the section of this proxy statement titled “Transaction Agreements – Additional Terms – The Transaction Agreement”), which means its percentage ownership in MakeMyTrip could potentially exceed 40%. As described more fully in the section of this proxy statement titled “The Transaction – Material Class B Holder Rights and Restrictions – Board-Related Rights,” Parent will be entitled to nominate directors to MakeMyTrip’s board of directors in proportion to its percentage ownership in MakeMyTrip. The fact that Parent is not restricted from purchasing additional shares of MakeMyTrip on the open market following Closing and that Parent will be entitled to board representation in proportion to its ownership, means Parent may be able to acquire enough ordinary shares of MakeMyTrip to control more than a majority of MakeMyTrip’s outstanding voting securities and consequently the right to appoint a majority of MakeMyTrip’s board of directors.

The Transaction Agreement also provides that Parent will contribute to MakeMyTrip an amount in cash at Closing equal to two-thirds of MakeMyTrip’s estimated net cash as of the close of business on the Closing Date (subject to adjustment as described more fully in the section of this proxy statement titled “Transaction Agreements – Additional Terms – The Transaction Agreement”) in order to ensure that ibibo Group’s net working capital represents 40% of MakeMyTrip’s consolidated net working capital after giving effect to the Transaction.

Prior to Closing, Parent will carve out certain lines of business owned by ibibo Group such that MakeMyTrip will be acquiring those businesses of ibibo Group that relate primarily to ibibo Group’s business-to-consumer online travel business as described below.

Restructuring & TBO Disposal

As of the date of the Transaction Agreement, ibibo Group held (i) indirectly, through its wholly owned subsidiary, 51.85% of the ownership of TEK Travels Private Limited, an Indian entity engaged in the business-to-business online travel industry (“TBO”) and (ii) directly, 13.64% of the ownership of PayU Global B.V., Netherlands, a Netherlands entity engaged in the business of online payment processing and other payment solutions (“PayU”).

Prior to the Closing, Parent has agreed to carve out the TBO and PayU lines of business from ibibo Group such that MakeMyTrip will not acquire these businesses in connection with the Transaction. More specifically, prior to Closing, ibibo Group will transfer its ownership interests in TBO and PayU to Parent or one of its affiliates and MakeMyTrip will acquire ibibo Group without its ownership interests in these entities.

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Although MakeMyTrip will not acquire TBO, the parties have agreed that in the event that Parent, directly or indirectly, disposes of the TBO business, in whole or in part, on or prior to the fifth anniversary of the Closing, then Parent shall, within 10 business days following the completion of such disposal, pay to MakeMyTrip an amount in cash equal to 50% of the product of (i) the total net proceeds of such disposal (after taking into account any applicable taxes and transaction costs), multiplied by (ii) the lower of (a) 51.85% and (b) Parent’s percentage ownership interest in the TBO business as of the date of such disposal. In the event that all or any portion of the TBO business remains owned by Parent on the fifth anniversary of the Closing, then within 10 business days thereafter, Parent will make a capital contribution, without receiving any MakeMyTrip securities in return, to MakeMyTrip of an amount in cash equal to 50% of the product of (i) $78,000,000, multiplied by (ii) the lower of (a) 51.85% and (b) Parent’s percentage ownership interest in the TBO business as of the fifth anniversary of the Closing.

In addition, prior to Closing, Parent and its affiliates will transfer to ibibo Group, all intellectual property rights that such entities own and which primarily relate to, or are otherwise necessary for, the conduct of the ibibo Group business as of the date of the Transaction Agreement.

Material Class B Holder Rights and Restrictions

As noted above, at the Closing, Parent will be issued Class B Shares, which constitute a newly created class of capital stock of MakeMyTrip. Immediately following Closing, Parent will be the only holder of Class B Shares. In connection with the issuance of Class B Shares to Parent, Parent and MakeMyTrip have agreed to certain rights and preferences to be held by Parent (and other permitted transferees) as the holder of Class B Shares as more fully set forth in the Terms of Issue. As a general matter, except as specifically provided in the Terms of Issue, the powers and relative participation rights of Class B Shares are identical to those of ordinary shares of MakeMyTrip and vote together with ordinary shares as a single class with one vote per Class B Share. Class B Shares are also convertible into ordinary shares of MakeMyTrip on demand by the holder or automatically in the event of transfers of Class B Shares in certain circumstances. A more detailed discussion of the voting powers and conversion rights of Class B Shares can be found in the section of this proxy statement titled “Transaction Agreements – Additional Terms – Terms of Issue.”

The Terms of Issue also provide the Class B Shares with certain additional rights, including without limitation, preemptive rights, board-related rights and rights with respect to certain reserved matters as described below. Class B Shares are also subject to certain restrictions on transfer described below.

Preemptive Rights

If MakeMyTrip at any time proposes to issue voting securities (including as acquisition consideration in connection with an acquisition by MakeMyTrip) and Parent and all Permitted Holders (as defined below) own 10% or more of the voting power of all MakeMyTrip voting securities, then Class B Members shall have the right to subscribe for and purchase from MakeMyTrip additional Class B Shares in such amount as to allow such holders to maintain the same percentage voting power as prior to the issuance. “Permitted Holders” refers to (i) Naspers Limited or any of its affiliates, (ii) any person that directly or indirectly acquires all or a substantial portion of Naspers Limited’s e-commerce business or any affiliate of such person, (iii) any person that directly or indirectly acquires all or a substantial portion of Naspers Limited’s business-to-consumer business or any affiliate of such person or (iv) the transferee or its affiliates following a Forty Percent Transfer. A “Forty Percent Transfer” refers to a transfer of Class B Shares to a person other than a Permitted Holder involving (i) Class B Shares equal to or more than 40% of the total voting power of all MakeMyTrip voting securities or (ii) all of the Class B Shares held by such transferring Class B Members, so long as such Class B Shares represent at least 30% of the total voting power of all MakeMyTrip voting securities.

The price payable in connection with the exercise of such preemptive rights shall be as follows:

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Notwithstanding the foregoing, the preemptive rights described above will not apply with respect to issuances made pursuant to MakeMyTrip’s 2001 Equity Option Plan and 2010 Share Incentive Plan.

Board-Related Rights

Nomination Rights

At the Closing, the board of directors of MakeMyTrip will consist of ten members as follows: (i) four directors nominated by the Class B Members (including one Mauritius resident), (ii) two directors nominated by MakeMyTrip, (iii) one director nominated by Ctrip and (iv) three independent directors (including one Mauritius resident). For further details on MakeMyTrip’s board of directors immediately following the Closing, see the section of this proxy statement titled “Executive Officers and Directors of MakeMyTrip After the Transaction.”

Thereafter, so long as Parent and all Permitted Holders own 10% or more of the voting power of all MakeMyTrip voting securities, the Class B Members will be entitled to (i) nominate from time to time a number of directors to the board of directors of MakeMyTrip in proportion to their percentage ownership of MakeMyTrip as a whole (including if over 40%), rounded to the nearest whole number; provided that, for so long as the Class B Members are entitled to nominate at least four directors to MakeMyTrip’s board of directors, at least one of the nominees shall be a Mauritius resident and (ii) request the removal of any Class B director at any time. In the event of any vacancy of a Class B director, the Class B Members shall have the exclusive right to designate a replacement to fill such vacancy, and except as required by law or MakeMyTrip’s constitution, neither MakeMyTrip nor its board of directors may remove any Class B director unless such removal is at the written direction of the Class B Members or for cause.

In the event the number of Class B directors at any given time is greater than the number of directors the holders of Class B Shares are entitled to nominate (in proportion to their percentage ownership as described above), the Class B Members shall cause the applicable number of Class B directors to tender their resignations from the board of directors promptly, including causing all Class B directors to tender resignations in the event Parent and Permitted Holders no longer own at least 10% of the voting power of all MakeMyTrip voting securities.

Quorum

At any time Parent and all Permitted Holders hold 15% or more of the voting power of all MakeMyTrip voting securities, then the quorum for meetings of the board of directors shall require a majority of the board of directors, including no fewer than two Class B directors and two Mauritius resident directors. If a quorum is not met due to the absence of Class B directors, the meeting of the board of directors will be postponed one week, and quorum may be achieved at such postponed meeting without the presence of the Class B directors; provided, however, any action taken at such postponed meeting with respect to a Reserved Matter shall continue to be subject to the requirements with respect to Reserved Matters described below.

Board Committee Rights

At any time Parent and all Permitted Holders hold 10% or more of the voting power of all MakeMyTrip voting securities, one Class B director shall serve on each committee of MakeMyTrip’s board of directors. In addition, for so long as Class B Members are entitled to nominate directors or Class B directors in fact serve on the board of directors of MakeMyTrip, the board of directors will not form an executive committee (or similar committee) unless the Class B directors are represented on such committee in proportion to the percentage ownership of MakeMyTrip held by Class B Members, rounded to the nearest whole number.

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At any time Parent and all Permitted Holders hold 10% or more of the voting power of all MakeMyTrip voting securities and no Class B director serves on the audit committee, the Class B Members shall have the right to appoint a representative to attend audit committee meetings as an observer.

Reserved Matters

At any time Parent and all Permitted Holders hold 15% or more of the voting power of all MakeMyTrip voting securities, the following matters (“Reserved Matters”) shall require approval of both a majority of MakeMyTrip’s board of directors (including Class B directors) and a majority of the Class B directors:

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Transfer Restrictions

For two years following the Closing, Class B Members cannot transfer any of their Covered Shares to certain specified competitors. Furthermore, for one year after the Closing, Class B Members cannot transfer any of their Covered Shares to any person who, after giving effect to such transfer, would beneficially own 15% or more of the voting securities of MakeMyTrip. However, these restrictions shall not apply to the following types of transfers:

Voting Agreements and Conversion of Ctrip Convertible Notes

As a condition precedent to the Closing, MakeMyTrip shareholders must approve and adopt the Transaction Agreement and the Transaction. In connection therewith, Parent entered into voting agreements with (i) MakeMyTrip’s executives, Deep Kalra, Rajesh Magow and Travogue (a company controlled by Deep Kalra) (ii) Ctrip and (iii) SAIF, whereby each of these shareholders agreed to vote in favor of approving and adopting the Transaction Agreement and Transaction. As of October 31, 2016, the foregoing shareholders represented approximately 28.23% of the outstanding voting securities of MakeMyTrip.

Founder Shareholders

Parent has entered into voting agreements with each of MakeMyTrip’s executives, Deep Kalra and Rajesh Magow (each a “Founder Shareholder”) and Travogue (a company controlled by Deep Kalra). Parent’s voting agreement with Travogue was entered into on substantially the same terms as the voting agreements for the Founder Shareholders, which are described below. As of the Record Date, the Founder Shareholders and Travogue beneficially owned 3,532,528 ordinary shares of MakeMyTrip.

Pursuant to each of their respective voting agreements, each Founder Shareholder has agreed to appear at the Meeting, either in person or by proxy, and to vote his ordinary shares as of the Record Date in favor of the Transaction as well as against certain other competing transactions involving material stock or assets of MakeMyTrip or that would otherwise impede the Transaction. Each Founder Shareholder has also agreed to not transfer any of his shares prior to Closing, except to an affiliate, with notice to Parent and so long as the affiliate also agrees to be bound by such voting agreement.

SAIF

As of October 31, 2016, SAIF beneficially owned 1,161,443 ordinary shares of MakeMyTrip. Pursuant to its voting agreement with Parent, SAIF has agreed to appear at the Meeting, either in person or by proxy, and to vote

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its ordinary shares as of the Record Date in favor of the Transaction. SAIF is not restricted from transferring its MakeMyTrip shares under the terms of its voting agreement.

Ctrip

Pursuant to the terms of its voting agreement with Parent, Ctrip converted its 4.25% Convertible Notes due 2021 (the “Convertible Notes”) issued pursuant to the Indenture (the “Indenture”), dated January 14, 2016, by and among, MakeMyTrip and The Bank of New York Mellon, Singapore Branch into ordinary shares of MakeMyTrip. Ctrip agreed to not transfer these ordinary shares and to vote them in favor of the Transaction.

Under the terms of the Indenture, Ctrip was entitled to an increase in the conversion rate applicable to its Convertible Notes in the event of certain material changes to MakeMyTrip, including changes of control. The completion of the Transaction would have entitled Ctrip to a higher conversion rate under the Indenture, but only upon Closing. MakeMyTrip agreed to increase the conversion rate at which the Convertible Notes would be converted into ordinary shares from 46.62 ordinary shares per $1,000 in principal amount of Convertible Notes to 54.761267 ordinary shares per $1,000 in principal amount of Convertible Notes. MakeMyTrip’s board of directors determined, concurrently with the signing of the Transaction Agreement, that the increase in conversion rate was in the best interests of MakeMyTrip and noted that the number of additional shares that were issued to Ctrip as a result of the higher conversion rate were no greater than the maximum number of additional shares that would have otherwise been issued to Ctrip had such Convertible Notes been converted following the Closing. Ctrip elected to convert all of its Convertible Notes on October 24, 2016 and its resulting ordinary shares of MakeMyTrip were allotted on October 28, 2016. Following the conversion, Ctrip beneficially owned 9,857,028 ordinary shares of MakeMyTrip.

Pursuant to its voting agreement, Ctrip has agreed to appear at the Meeting, either in person or by proxy, and to vote its ordinary shares in favor of the Transaction. Ctrip has also agreed to not transfer any of its shares prior to Closing, except to an affiliate, with notice to Parent and so long as the affiliate also agrees to be bound by such voting agreement.

Ctrip has also entered into an amendment (the “Amendment to the Investor Rights Agreement”) to its Investor Rights Agreement with MakeMyTrip, dated January 7, 2016. Pursuant to the Amendment to the Investor Rights Agreement, which will become effective only at Closing, the threshold above which Ctrip must maintain ownership of shares of MakeMyTrip in order to retain rights to appoint a member to MakeMyTrip’s board of directors will be increased to 9,857,028 ordinary shares and the competitor list attached to the original agreement will be amended.

Change in Control Severance Agreements

Concurrently with the signing of the Transaction Agreement, MakeMyTrip, through its subsidiary, MakeMyTrip (India) Private Limited (“MakeMyTrip PL”), entered into change in control severance agreements with each of its executives, Deep Kalra and Rajesh Magow, granting each of them the right to severance payments and benefits in the event of certain terminations following a change in the control of MakeMyTrip, such as consummation of the Transaction. The change in control severance agreements are effective for two years (or such longer period during which MakeMyTrip PL has obligations outstanding under the agreements).

Following the signing of the Transaction Agreement, MakeMyTrip PL also entered into a change in control severance agreement with ibibo Group’s executive, Ashish Kashyap, which will become effective only upon Closing, on terms substantially similar to the change in control severance agreements entered into with Deep Kalra and Rajesh Magow other than with respect to the treatment of equity awards.

Descriptions of Deep Kalra’s and Rajesh Magow’s change in control severance agreements can be found in the section of this proxy statement titled “Interests of MakeMyTrip’s Executive Officers and Directors in the Transaction.”

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Competing Transactions and Revocation of Board’s Recommendation

Under the Transaction Agreement, MakeMyTrip has agreed to not, directly or indirectly, solicit or encourage a competing transaction involving (i) a transfer or combination involving the assets or businesses of or (ii) any transfer or issuance of capital stock (subject to certain exceptions) of MakeMyTrip or any of its subsidiaries (a “Competing Transaction”). Furthermore, MakeMyTrip may also not participate in discussions involving a Competing Transaction or that may reasonably be expected to lead to a Competing Transaction or enter into any agreements or arrangements involving a Competing Transaction, even if such a Competing Transaction could potentially offer better terms than the Transaction.

MakeMyTrip’s board of directors also may not withhold or withdraw its recommendation to the MakeMyTrip shareholders to adopt and approve the Transaction Agreement and the Transaction, even in light of changed circumstances following the date of its recommendation.

Mauritius law does not require MakeMyTrip’s board of directors to maintain the ability to terminate the Transaction Agreement in the light of a superior Competing Transaction or the ability to change its recommendation, even in light of changed circumstances, and MakeMyTrip’s inability to so terminate the Transaction Agreement or change its recommendation was insisted upon by Parent as a condition to it entering into the Transaction Agreement on its final negotiated terms.

Equity Awards to Executives

Treatment of ibibo Group Employee Equity Awards

Under the Transaction Agreement, MakeMyTrip has agreed that (i) certain equity awards previously granted by ibibo Group to its employees will be converted into RSUs as described below and (ii) RSUs will also be granted to certain identified ibibo Group employees following Closing, up to a maximum number of RSUs in respect of 1,839,552 MakeMyTrip ordinary shares in the aggregate.

More specifically, share appreciation rights of ibibo Group (“SARs”) and unvested restricted stock units of Naspers Limited (“Naspers RSUs”) held by ibibo Group employees will be converted into RSUs with respect to the ordinary shares of MakeMyTrip, RSUs granted in respect of the former SARs will have the same terms and conditions as were applicable to such SARs prior to the Closing. The resulting RSUs from the conversion of Naspers RSUs will have the same vesting schedule applicable to the original Naspers RSUs, but the other terms and conditions governing such RSUs will be the same as those applicable to RSUs granted under the MakeMyTrip 2010 Share Incentive Plan (the “Plan”) for similarly situated employees of MakeMyTrip. MakeMyTrip will not assume or be responsible for (i) the stock appreciation right scheme pursuant to which the SARs were issued, (ii) the SARs other than in relation to the conversion, (iii) the restricted stock plan trust pursuant to which the Naspers RSUs were issued or (iv) the Naspers RSUs other than in relation to the conversion.

Amendments to MakeMyTrip 2010 Share Incentive Plan

In order to provide for a sufficient number of RSUs to be granted in connection with the conversion of SARs and Naspers RSUs and the other awards contemplated under the Transaction Agreement and to give effect to an earlier recommendation of MakeMyTrip’s compensation committee to increase the shares available under the Plan to fund employee grants for the four fiscal years starting April 1, 2014, MakeMyTrip’s board of directors approved two amendments to the Plan pursuant to which the aggregate number of ordinary shares of MakeMyTrip available for issuance through awards under the Plan will be 8,281,561 ordinary shares of MakeMyTrip at Closing, of which 4,566,169 shares have been previously issued or are subject to awards outstanding as of the date of the Transaction Agreement, and the balance available for issuance will be 3,715,392 ordinary shares of MakeMyTrip.

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Equity Awards to MakeMyTrip Executives

In connection with the Transaction, MakeMyTrip’s board of directors (with only the disinterested directors voting on the matter) will also grant RSUs (on terms and conditions similar to prior grants) in respect of an aggregate amount of 1,875,840 MakeMyTrip ordinary shares to certain of its executives at Closing.

Regulatory Approvals – Competition Filings

Under the terms of the Transaction Agreement, MakeMyTrip and Parent were obligated to make all required filings under the Indian Competition Act, 2002 promptly following the date of the Transaction Agreement (the “Competition Filings”). The required Competition Filings were made with the Competition Commission of India (the “Competition Commission”) on October 26, 2016. Although the parties currently expect to receive approval from the Competition Commission within three months following the Competition Filings, the Competition Commission’s response to the Transaction cannot be certain and the level of additional information that will be requested by the Competition Commission, which may delay the approval further, is not currently known.

MakeMyTrip and Parent have agreed to use reasonable best efforts to seek the approval of the Competition Commission for the Transaction. However, neither party is obligated to (i) pay any consideration or incur any liability to any person in connection with the Competition Filings, other than filing fees or (ii) divest assets or conduct their respective business in a specified manner in connection with obtaining the approval of the Competition Commission for the Transaction if such obligation would reasonably be excepted to have a material adverse impact on the combined businesses of MakeMyTrip and ibibo Group.

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RECOMMENDATION OF THE BOARD OF DIRECTORS AND REASONS FOR

THE TRANSACTION

Recommendation of MakeMyTrip’s Board of Directors

Deep Kalra, Rajesh Magow and James Jianzhang Liang, each abstained from voting in connection with the Transaction Agreement and the Transaction in his capacity as a director of MakeMyTrip and abstained from recommending the Transaction to the shareholders of MakeMyTrip due to potential conflicts of interests relating to the Transaction. Further information on such potential conflicts of interests is set out in the section of this proxy statement titled “Interests of MakeMyTrip’s Executive Officers and Directors in the Transaction.”

The remaining directors of MakeMyTrip unanimously (i) determined that the Transaction Agreement and the Transaction is advisable for, fair to and in the best interests of MakeMyTrip and its shareholders, (ii) authorized, approved, confirmed, ratified and adopted in all respects the Transaction Agreement and the Transaction and (iii) recommended that the shareholders of MakeMyTrip adopt and approve the Transaction Agreement and the Transaction.

Under the terms of the Transaction Agreement, MakeMyTrip’s board of directors may not withhold, withdraw or modify its recommendation to adopt and approve the Transaction Agreement and Transaction, even in light of changed circumstances following the date of its recommendation.

Mauritius law does not require that MakeMyTrip’s board of directors maintain the ability to change its recommendation, even in light of changed circumstances or the ability to terminate the Transaction Agreement in the light of a superior competing transaction (for further details on MakeMyTrip’s inability to evaluate competing transactions see the section of the proxy statement titled “The Transaction – Competing Transactions and Revocation of Board’s Recommendation”), and MakeMyTrip’s inability to change its recommendation or terminate the Transaction Agreement in light of a superior competing transaction was insisted upon by Parent as a condition to it entering into the Transaction Agreement on its final negotiated terms.

Reasons for the Transaction

MakeMyTrip’s board of directors consulted with MakeMyTrip’s management and legal and financial advisors and considered a variety of factors in its ultimate evaluation of the Transaction. MakeMyTrip’s discussions with Parent and its affiliates regarding the acquisition of ibibo Group were not based on price, but were instead based on the relative valuations of ibibo Group and MakeMyTrip, utilizing certain key performance indicators important to both companies’ businesses.

MakeMyTrip’s board of directors focused on the fact that the relatively low internet penetration together with accelerating proliferation of smartphones and mobile internet in India, coupled with strong consumer disposal income growth is expected to drive high growth of the Indian travel services market and particularly the online travel segment. Consequently, the board determined that pursuant to the Transaction, combining MakeMyTrip and ibibo Group was in line with MakeMyTrip’s strategic objective to continue to build its presence and expand its offering to consumers in the fast growing Indian travel services market.

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The board of directors considered the key performance indicators set forth below for MakeMyTrip and ibibo Group separately and on a pro forma combined “as is” basis, for fiscal year ended March 31, 2016 (unless otherwise noted). The key performance indicators for ibibo Group are based on management estimates and were prepared by ibibo Group only to assist MakeMyTrip in connection with its due diligence investigation of ibibo Group. The pro forma combined information is not necessarily indicative of what the combined MakeMyTrip and ibibo Group key performance indicators actually would have been had the Transaction been completed as of the dates indicated. In addition, the pro forma combined information does not purport to project future results with respect to the combined company.

MakeMyTrip’s board of directors believed that in air ticketing, the Transaction would strengthen MakeMyTrip’s scale with the pro forma combined company following Closing having serviced approximately 9.7 million transactions.

In the hotels and packages segment, the board of directors believed that the Transaction created one of the leading Indian hotel booking platforms in a fragmented market with low online penetration.

MakeMyTrip’s board of directors also focused on the fact that through the Transaction, MakeMyTrip would gain access to ibibo Group’s premier bus ticketing platform, Redbus, which would help MakeMyTrip expand its overall suite of travel service offerings to consumers.

As online penetration in India is largely being driven through smartphone penetration, MakeMyTrip’s board of directors believed that ibibo Group’s focus on creating a mobile first business for Indian travelers was aligned with MakeMyTrip’s strategic focus along with its customers preferred choice of platform.

The board of directors also retained Morgan Stanley India Company Private Limited (“Morgan Stanley”) to act as its financial advisor in evaluating the Transaction based on Morgan Stanley’s qualifications, expertise and reputation, and its knowledge of the industry, business and affairs of MakeMyTrip. At the meeting of the MakeMyTrip board of directors on October 18, 2016, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing on the same date, to the MakeMyTrip board of directors to the effect that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in its written

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opinion, the consideration to be paid by MakeMyTrip to Parent for all of the issued and outstanding shares of ibibo Group is fair from a financial point of view to MakeMyTrip.

In addition to the foregoing, the board of directors reviewed and considered a variety of materials and factors with respect to the Transaction, including the materials and factors described below:

The MakeMyTrip board of directors considered the terms and conditions of the Transaction Agreement, including the following:

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The MakeMyTrip board of directors also considered potential risks and other negative factors concerning the Transaction Agreement and the Transaction, in connection with its deliberations on the Transaction, including the following:

The MakeMyTrip board of directors concluded that the potentially negative factors associated with the acquisition of ibibo Group were outweighed by the potential benefits that the board of directors expects MakeMyTrip and its shareholders to achieve as a result of the Transaction. Accordingly, the board of directors approved and adopted the Transaction Agreement and Transaction in all respects.

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In considering the recommendation of the MakeMyTrip board of directors, MakeMyTrip shareholders should be aware that certain directors and executive officers of MakeMyTrip have interests in the Transaction that are different from, or in addition to, any interests they might have solely as a shareholder. See the section of this proxy statement titled “Interests of MakeMyTrip’s Executive Officers and Directors in the Transaction.”

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INTERESTS OF MAKEMYTRIP’S EXECUTIVE OFFICERS AND DIRECTORS IN THE TRANSACTION

In considering the recommendation of MakeMyTrip’s board of directors that MakeMyTrip shareholders vote in favor of adopting and approving the Transaction Agreement and the Transaction, MakeMyTrip shareholders should be aware that certain of MakeMyTrip’s executive officers and directors have interests in the Transaction that may be different from, or in addition to, those of MakeMyTrip shareholders generally. Specifically, MakeMyTrip’s directors, Deep Kalra, Rajesh Magow and James Jianzhang Liang (in his capacity as Ctrip’s nominee to the board of directors), each received benefits in connection with the Transaction, either directly or indirectly. As a result, the foregoing directors, in their capacities as directors of MakeMyTrip, abstained from voting in connection with the board of directors’ approval of the Transaction and abstained from recommending the Transaction to shareholders of MakeMyTrip. The MakeMyTrip directors who, in fact, voted to adopt and approve the Transaction Agreement and the Transaction and who recommended that the shareholders vote in favor of the same were aware of the interests of the non-voting directors and considered them, among other matters, in their deliberations regarding the Transaction. For a more detailed discussion of the factors considered by the board of directors in their deliberations concerning the Transaction, see the section of this proxy statement titled “Recommendation of the Board of Directors and Reasons for the Transaction.”

The following discussion sets forth the interests of Deep Kalra, Rajesh Magow and James Jianzhang Liang in the Transaction as well as the interests of certain other executive officers.

Change in Control Severance Agreements

Each of Deep Kalra and Rajesh Magow, who serve as both directors and executive officers of MakeMyTrip (each, an “Executive”), entered into separate change in control severance agreements with MakeMyTrip PL, which provide that, in the event either Executive’s employment is terminated by MakeMyTrip PL, other than for cause, death or disability, or by the Executive for good reason, such Executive will be entitled (i) if such termination occurs within two years following Closing, to receive certain severance payments calculated with reference to the Executive’s annual salary and target bonus and (ii) if such termination occurs prior to the end of the relevant vesting period, to have all of his equity grants under MakeMyTrip’s incentive plans to fully vest and be immediately exercisable. Furthermore, each Executive, in his change in control severance agreement, agreed to non-solicitation and non-competition restrictions, which shall continue until two years following the termination of his employment with MakeMyTrip. The terms of each Executive’s change in control severance agreements replaced the corresponding “change in control” provisions of the Executive’s employment agreement.

The material terms of Ashish Kashyap’s change in control severance agreement with MakeMyTrip PL (which will only become effective upon Closing) are substantially similar to the material provisions of the Executives’ change in control severance agreements, except in respect of the treatment of equity awards.

Ctrip Director

Concurrent with the execution of the Transaction Agreement by MakeMyTrip and as a condition to Parent entering into the Transaction Agreement on its final negotiated terms, Ctrip agreed to convert $180 million outstanding principal amount of its Convertible Notes into ordinary shares of MakeMyTrip and entered into a voting agreement with Parent pursuant to which Ctrip agreed to vote in favor of the Transaction at the Meeting. James Jianzhang Liang, Ctrip’s designee to the board of directors of MakeMyTrip, also serves as executive chairman of the board of directors of Ctrip. As a co-founder of Ctrip and beneficial owner of 970,540 ordinary shares of Ctrip as at March 31, 2016 (as reported on Form 20-F filed by Ctrip with the SEC for its fiscal year ended December 31, 2015), James Jianzhang Liang has an indirect economic interest in the conversion of Ctrip’s Convertible Notes.

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Under the terms of the Indenture pursuant to which Ctrip’s Convertible Notes were issued, in the event of certain material changes to MakeMyTrip, including changes of control, Ctrip was entitled to an increase in the conversion rate by which the principal amount of its Convertible Notes would be converted into ordinary shares of MakeMyTrip. The completion of the Transaction would have entitled Ctrip to convert its Convertible Notes at a higher conversion rate under the Indenture upon a successful Closing. MakeMyTrip proposed to increase the conversion rate at which the Convertible Notes were converted into ordinary shares to 54.761267 ordinary shares per $1,000 in principal amount of Convertible Notes, provided that all and not part of the aggregated principal amount of the Convertible Notes were converted into ordinary shares within a certain time period prior to the Closing. MakeMyTrip’s board of directors determined that the increase in conversion rate, concurrently with the signing of the Transaction Agreement, was in the best interests of MakeMyTrip and noted that the number of additional shares that were issued to Ctrip as a result of the higher conversion rate were no greater than the maximum number of additional shares that would have otherwise been issued to Ctrip had such Convertible Notes been converted following the Closing. James Jianzhang Liang abstained from voting in connection with the board of directors’ determination with respect to the Convertible Notes.

RSUs

In connection with the Transaction, MakeMyTrip’s board of directors (with only the disinterested directors voting on the matter) will also grant RSUs (on terms and conditions similar to prior grants) in respect of an aggregate amount of 1,875,840 MakeMyTrip ordinary shares to certain of its executives at Closing.

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RISK FACTORS

In addition to the other information included and incorporated by reference into this proxy statement, you should carefully consider the following risk factors before deciding whether to vote in favor of the Transaction. In addition, you should read and consider the risks associated with MakeMyTrip’s business and industry because these risks will continue to relate to MakeMyTrip following the completion of the Transaction. Descriptions of some of these risks can be found in the Annual Report of MakeMyTrip on Form 20-F for the fiscal year ended March 31, 2016, which are incorporated by reference into this proxy statement. You should also consider the other information in this document and the other documents incorporated by reference into this document.

Following the Transaction, Parent and its affiliates will exercise significant influence over MakeMyTrip and may have interests that are different from those of MakeMyTrip’s other shareholders.

Upon Closing, Parent will own approximately 40% of the outstanding equity of MakeMyTrip (as calculated on a fully diluted basis). By virtue of its significant shareholding and the potential to further increase its shareholding, Parent and its affiliates will have the ability to exercise significant influence and control over MakeMyTrip and its affairs and business following the Closing. Furthermore, the fact that Parent will be entitled to representation on the board in proportion to its ownership in MakeMyTrip and Class B directors will be represented on all of the committees of the board of directors as described in the section of this proxy statement titled “The Transaction – Material Class B Holder Rights and Restrictions,” means that Parent will have significant influence and control over the affairs and decisions of the MakeMyTrip’s board of directors. Additionally, pursuant to the Terms of Issue, important matters facing MakeMyTrip and which constitute Reserved Matters, as discussed in the section of this proxy statement titled “The Transaction – Material Class B Holder Rights and Restrictions,” will require the approval of a majority of the Class B directors, providing Parent and its affiliates with significant approval rights over important transactions.

In addition, Parent and its affiliates could also increase their ownership in MakeMyTrip following Closing, since under the terms of the Transaction Agreement and Terms of Issue, Parent and its affiliates are not restricted from purchasing additional ordinary shares of MakeMyTrip on the open market. The fact that Parent is not restricted from purchasing additional shares of MakeMyTrip and that Parent will be entitled to board representation in proportion to its ownership, means Parent may be able to acquire enough ordinary shares of MakeMyTrip to control more than a majority of MakeMyTrip’s outstanding voting securities and consequently the right to appoint a majority of MakeMyTrip’s board of directors.

The Terms of Issue also provide that transferees of Class B Shares other than Permitted Holders may also acquire some of the same rights with respect to board representation and Reserved Matters as Parent as described in the section of this proxy statement titled “Transaction Agreements – Additional Terms – Terms of Issue.”

The interests of Parent and its affiliates (as well as other transferees described in the foregoing paragraph) may be different from or conflict with the interests of MakeMyTrip’s other shareholders and their influence may result in the delay or prevention of a change of management or control of MakeMyTrip or other significant actions affecting MakeMyTrip, even if such transactions or actions may be beneficial to the other shareholders of MakeMyTrip.

Limited historical consolidated or pro forma financial information was available regarding the carved out ibibo Group business prior to entry into the Transaction Agreement.

Prior to entering into the Transaction Agreement, limited historical consolidated and pro forma financial information was available to MakeMyTrip’s board of directors and executive officers regarding ibibo Group’s financial performance after taking into account the carveouts of the TBO and PayU businesses from ibibo Group. The decisions of the board of directors and executive officers of MakeMyTrip to enter into the Transaction Agreement under the terms therein was based primarily on the relative valuations of ibibo Group and

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MakeMyTrip as well as certain key performance indicators of ibibo Group provided by Parent and reviewed and analyzed by MakeMyTrip and its financial advisors. Further details of MakeMyTrip’s reasons for the transaction are set forth in the section of this proxy statement titled “Recommendation of the Board of Directors and Reasons for the Transaction.”

There is potential risk that the financial performance of ibibo Group following the carveouts of the TBO and PayU businesses will not be as strong as anticipated by MakeMyTrip and its financial advisors and that the key performance indicators utilized by MakeMyTrip and its financial advisors in determining whether to enter into the Transaction Agreement are not accurate reflections of the ibibo Group business to be acquired.

ibibo Group will be operating independently of its former majority shareholder and without certain lines of businesses.

Following the Closing, ibibo Group will no longer have Naspers Limited (through its ownership of Parent) as its majority shareholder. Although Parent will continue to be a major shareholder of MakeMyTrip after the consummation of the Transaction, ibibo Group will no longer be operating within the network of subsidiaries owned by Naspers Limited and will be independent of the resources and operational support previously provided by Naspers Limited.

The fact that ibibo Group will be operating independent of the resources and operational support of Naspers Limited could significantly affect the financial and operating performance of ibibo Group’s business and could reduce the anticipated potential benefits of the Transaction. Moreover, the challenges faced by MakeMyTrip in integrating the ibibo Group business with its own could be exacerbated by the fact that ibibo Group was previously well-integrated within the platform of Naspers Limited and removal from such platform could result in unexpected and costly transitional challenges.

MakeMyTrip will be limited in its ability to consider potential competing transactions and its board of directors will be unable to change its recommendation to MakeMyTrip’s shareholders.

Under the terms of the Transaction Agreement, MakeMyTrip is limited in soliciting, encouraging or participating in discussions involving other potential strategic transactions that could become available to MakeMyTrip other than the Transaction. As a result, MakeMyTrip will not be able to pursue other potential strategic transactions that could offer terms more favorable than the Transaction or greater strategic benefits than the Transaction.

Furthermore, MakeMyTrip’s board of directors cannot withhold or withdraw its recommendation to the MakeMyTrip shareholders to approve the Transaction, even in light of a potentially superior transaction or other changed circumstances. Hence, MakeMyTrip’s board of directors may continue to recommend the Transaction even if subsequent to its recommendation, circumstances change causing the Transaction to not be as beneficial to the interests of MakeMyTrip and its shareholders.

Mauritius law does not require that MakeMyTrip’s board of directors maintain the ability to terminate the Transaction Agreement in the light of a superior competing transaction or the ability to change its recommendation, even in light of changed circumstances, and MakeMyTrip’s inability to so terminate the Transaction Agreement or change its recommendation was insisted upon by Parent as a condition to it entering into the Transaction Agreement on its final negotiated terms.

More details regarding MakeMyTrip’s limitations around competing transactions and the board of directors’ ability to change its recommendation are set forth in the section of this proxy statement titled “The Transaction – Competing Transactions and Revocation of Board’s Recommendation.”

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Any delay in the completion of the proposed Transaction may significantly reduce the benefits expected to be obtained from the proposed Transaction or could adversely affect the future business and financial results of MakeMyTrip.

The completion of the proposed Transaction is subject to a number of conditions precedent, including, among others, the approval by MakeMyTrip shareholders of the Transaction and the receipt of approval from the Competition Commission, which make the completion and timing of the completion of the Transaction uncertain. See the section of this proxy statement titled “The Transaction Agreement – Conditions Precedent to the Completion of the Transaction,” for a more detailed discussion. The Transaction Agreement contains certain termination rights for MakeMyTrip and Parent, including the right of each party to terminate if, subject to extension in certain limited circumstances, the Transaction has not been consummated on or prior to January 16, 2017.

If the Transaction is not completed, MakeMyTrip’s ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the Transaction, MakeMyTrip will be subject to a number of risks, including the following:

Similarly, delays in the completion of the Transaction could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Transaction.

The market price of the MakeMyTrip ordinary shares may decline following completion of the proposed Transaction.

Following completion of the Transaction, the market price of MakeMyTrip ordinary shares may decline if, among other reasons, the acquisition of ibibo Group does not achieve the expected benefits of the proposed Transaction as rapidly or to the extent anticipated by MakeMyTrip, financial analysts or investors or at all, current MakeMyTrip shareholders sell a significant number of MakeMyTrip ordinary shares after consummation of the proposed Transaction, or the effect of the proposed Transaction on the financial results of MakeMyTrip is not consistent with the expectations of MakeMyTrip, financial analysts or investors.

MakeMyTrip shareholders will experience a reduction in their percentage ownership and voting power with respect to their ordinary shares as a result of the consummation of the proposed Transaction.

As a result of the consummation of the proposed Transaction, MakeMyTrip shareholders will experience a significant reduction in their percentage ownership interests and voting power relative to their percentage ownership interests and voting power in MakeMyTrip prior to consummation of the proposed Transaction. If the proposed Transaction is consummated, while the MakeMyTrip business will expand to include ibibo Group, Parent will hold shares representing approximately 40% of the voting power in MakeMyTrip (as calculated on a fully diluted basis) and current MakeMyTrip shareholders will hold shares representing approximately 60% of the voting power in MakeMyTrip immediately following the consummation of the Transaction.

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The integration of ibibo Group following the proposed Transaction may present challenges that may result in a decline in the anticipated potential benefits of the proposed Transaction.

MakeMyTrip entered into the Transaction Agreement with the expectation that the proposed Transaction would result in various benefits, including, among other things, facilitation of MakeMyTrip’s continued business growth and the potential for improved operating efficiencies. However, there can be no assurance that the anticipated benefits of the proposed Transaction will be achieved.

Moreover, MakeMyTrip may face challenges in integrating ibibo Group in a timely and efficient manner, and in retaining certain ibibo Group personnel. There can be no assurance that the integration will be completed in a timely or effective manner, or that certain ibibo Group personnel will continue as MakeMyTrip personnel following the Closing if the integration is time-consuming or ineffective.

The Transaction is subject to the receipt of approval from the Competition Commission, which may impose conditions that could have an adverse effect on MakeMyTrip or, if not obtained, could prevent completion of the Transaction.

Before the Transaction may be completed, approval of the Competition Commission for the Transaction must be obtained. In deciding whether to grant the required approval, the Competition Commission will consider the effect of the Transaction on competition within India. The terms and conditions of the Competition Commission’s approval may impose requirements, limitations or costs or place restrictions on the conduct of MakeMyTrip’s business. There can be no assurance that the Competition Commission will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the Transaction. Under the Transaction Agreement, MakeMyTrip and Parent have agreed to use their reasonable best efforts to obtain the approval of the Competition Commission and therefore may be required to comply with certain conditions or limitations imposed by the Competition Commission.

MakeMyTrip is and following the completion of the Transaction will continue to be a foreign private issuer and therefore exempt from certain SEC reporting requirements applicable to U.S. public companies. MakeMyTrip’s proxy statement is not subject to the preliminary review and comment by the SEC.

MakeMyTrip is and following the completion of the Transaction will continue to be a foreign private issuer. A foreign private issuer has reduced reporting requirements under the Exchange Act as compared to U.S. public companies.

Since MakeMyTrip is a foreign private issuer, this proxy statement has not been and will not be reviewed by the SEC, and it may not contain all of the information that would be required had MakeMyTrip been a U.S. public company.

As a foreign private issuer, MakeMyTrip files an annual report on Form 20-F and submits reports on Form 6-K relating to certain material information relating to MakeMyTrip that it must furnish or make public under the laws of its “home country” promptly after publicly announcing such information.

As the above indicates, shareholders of MakeMyTrip will not be required to be provided the same level and timeliness of information generally available to investors holding shares in public companies organized in the United States.

MakeMyTrip is subject to business uncertainties and contractual restrictions while the proposed Transaction is pending, which could adversely affect its business and operations.

In connection with the pendency of the Transaction, it is possible that some customers, partners, suppliers, and other persons with whom MakeMyTrip or ibibo Group has a business relationship may delay or defer certain

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business decisions or might decide to seek to terminate, change or renegotiate their relationships with MakeMyTrip or ibibo Group, as the case may be, as a result of the Transaction, which could negatively affect MakeMyTrip’s or ibibo Group’s respective revenues, earnings and cash flows, as well as the market price of MakeMyTrip ordinary shares, regardless of whether the Transaction is completed.

Under the terms of the Transaction Agreement, MakeMyTrip and ibibo Group are each subject to certain restrictions on the conduct of their respective businesses prior to completing the Transaction, which may adversely affect their ability to execute certain of their respective business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect each company’s businesses and operations prior to the completion of the Transaction.

MakeMyTrip will incur significant costs in connection with the proposed Transaction.

MakeMyTrip expects to incur approximately $6,000,000 in fees and costs associated with consummating the proposed Transaction. The amount of such fees and costs expected to be incurred by MakeMyTrip is a preliminary estimate and is subject to change. MakeMyTrip is in the early stages of assessing the magnitude of transaction costs, and, therefore, this estimate may change substantially, and additional unanticipated costs may be incurred in the integration of the ibibo Group business.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the Transaction.

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EXECUTIVE OFFICERS AND DIRECTORS OF MAKEMYTRIP AFTER THE TRANSACTION

Rights to Post-Closing Board of Directors

As described in the section of this proxy statement titled “The Transaction – Material Class B Holder Rights and Restrictions,” the Terms of Issue provide Class B Members with significant rights in dictating the composition of MakeMyTrip’s board of directors following the Closing.

MakeMyTrip’s board of directors immediately following the Closing will consist of ten members as follows:

Pursuant to the Terms of Issue, so long as Parent and all Permitted Holders own 10% or more of the outstanding voting power of all MakeMyTrip voting securities, the Class B Members will be able to nominate directors to the board of directors in proportion to their percentage ownership of MakeMyTrip shares, rounded to the nearest whole number. Hence, the number of directors nominated by Class B Members could increase or decrease based on changes in relative ownership by Class B Members.

In addition, pursuant to the Investor Rights Agreement, dated January 7, 2016, between MakeMyTrip and Ctrip, Ctrip is entitled to designate one member of MakeMyTrip’s board of directors so long as it holds a minimum number of shares of MakeMyTrip. Pursuant to the Amendment to the Investor Rights Agreement entered into by MakeMyTrip and Ctrip concurrently with the signing of the Transaction Agreement and which will become effective at Closing, the threshold above which Ctrip must maintain ownership of shares of MakeMyTrip will be increased to 9,857,028 ordinary shares at Closing.

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Composition of Board and Certain Executive Officers Following Closing

The names and titles of individuals expected to serve as directors of MakeMyTrip following the Closing are set forth below. Furthermore, the names and titles of certain, but not all, individuals expected to serve as executive officers of MakeMyTrip following the Closing are also set forth below. For the avoidance of doubt, certain of MakeMyTrip’s and ibibo Group’s current executive officers who will serve as executive officers of MakeMyTrip following the Closing have not been included in this proxy statement, including individuals previously disclosed as MakeMyTrip executive officers on its Annual Report on Form 20-F for the fiscal year ended March 31, 2016.

Set forth below is a brief description of the position and business experience of each of the foregoing directors and executive officers.

Directors

Deep Kalra is the Founder, Group Chairman and Group Chief Executive Officer of MakeMyTrip, and was appointed to the company’s board of directors on October 9, 2001. Mr. Kalra’s responsibilities as Group Chief Executive Officer include executing the business strategy and managing the overall performance and growth of MakeMyTrip. Mr. Kalra has over 24 years of work experience in e-commerce, sales, marketing, corporate banking, financial analysis and senior management roles. Prior to founding MakeMyTrip in April 2000, Mr. Kalra worked with GE Capital India, a subsidiary of the General Electric Company, where he was Vice President, Business Development. Prior to that, he also worked with AMF Bowling Inc. and ABN AMRO Bank NV. Mr Kalra serves on the Board of a The IndUS Entrepreneurs’ New Delhi – NCR Chapter and was their immediate past President. TiE is a global, not-for-profit organization focused on promoting entrepreneurship. He is a co-founder of Ashoka University, a leading Liberal Arts college in Sonepat, near New Delhi and serves on their Board and Governing Council. Mr. Kalra holds a Bachelor’s degree in Economics from St. Stephen’s College, Delhi University, India, and a Master’s degree in Business Administration from the Indian Institute of Management, Ahmedabad, India.

Rajesh Magow is the Co-founder and Chief Executive Officer — India, MakeMyTrip and was appointed to MakeMyTrip’s board of directors on November 6, 2012. As part of his journey at MakeMyTrip, Mr. Magow has

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also previously held the positions of Chief Financial Officer and Chief Operating Officer and played a key role when the company went public and got listed on NASDAQ in 2010. Mr. Magow has over 23 years of experience in Information Technology and Internet industries. After having been a part of MakeMyTrip’s senior management team in 2001 for a few months, Mr. Magow was a part of senior management at Tecnovate eSolutions Private Limited, a wholly-owned subsidiary of eBookers.com (a United Kingdom-based online travel company that was listed on NASDAQ until it was acquired by the Cendant group in February 2005) from 2001 to June 2006. Before leaving Technovate eSolutions, he was the acting Chief Executive Officer of the company. Mr. Magow was part of the senior management team that set up eBookers’ call center and back office operations in India and was a board member of Tecnovate from January 2001 to June 2006. Prior to Tecnovate, he also worked with Aptech Limited and Voltas Limited. Mr. Magow rejoined MakeMyTrip in 2006. He was also on the board of Flipkart as an Independent Director from March 2011 to May 2015. Mr. Magow is a qualified chartered accountant from the Institute of Chartered Accountants of India, Delhi.

James Jianzhang Liang was appointed as a director of MakeMyTrip on January 27, 2016, as a nominee of Ctrip. He is one of the co-founders of Ctrip and is currently serving as its executive chairman of the board. Prior to founding Ctrip, Mr. Liang held a number of technical and managerial positions with Oracle Corporation from 1991 to 1999 in the United States and China, including the head of the ERP consulting division of Oracle China from 1997 to 1999. Mr. Liang currently serves on the boards of Home Inns Group (NASDAQ: HMIN), Tuniu (NASDAQ: TOUR), eHi (NASDAQ: EHIC) and Qunar (NASDAQ: QUNR). Mr. Liang received his Ph.D. degree from Stanford University and his Master’s and Bachelor’s degrees from Georgia Institute of Technology. He also attended an undergraduate program at Fudan University.

Vivek N. Gour was appointed to MakeMyTrip’s board of directors on May 1, 2010. He is the managing director of Air Works India Engineering Pvt Ltd. Prior to joining MakeMyTrip’s board of directors, Mr. Gour was the chief financial officer and principal accounting officer of Genpact Limited from January 2005 to February 2010; Genpact is listed on the New York Stock Exchange. From October 2003 to December 2004, Mr. Gour served as chief financial officer for GE Capital Business Processes. From October 2002 to September 2003, he served as chief financial officer of GE Capital India and GE Capital International Services. Mr. Gour has a Bachelor of Commerce degree from Mumbai University, India, and a Master of Business Administration from Delhi University, India.

Aditya Tim Guleri was appointed to MakeMyTrip’s board of directors on April 3, 2007 as a nominee of Sierra Ventures VIII-A, L.P., Sierra Ventures VIII-B, L.P. and Sierra Ventures Associates VIII, LLC, or the Sierra Ventures entities. He has remained on MakeMyTrip’s board of directors following the lapse of Sierra Ventures entities’ right of nomination upon the completion of MakeMyTrip’s initial public offering in August 2010. Mr. Guleri is a Managing Director of Sierra Ventures. Mr. Guleri’s investment focus is information technology software companies. Additionally, Mr. Guleri has helped execute Sierra’s India strategy and investments. As a venture capitalist, Mr. Guleri has helped to complete strategic exits from numerous companies including several public companies. Mr. Guleri currently serves on the board of directors of Treasure Data, Alpine Data Labs, Nexenta, Hired, LeadGenius, Phenom People, Shape Security, Townsquared and Zycada. Prior to Sierra, Mr. Guleri founded and served as chief executive officer of Octane Software from 1996 to 2000. He successfully led Octane’s merger with Epiphany (Nasdaq: EPNY) in 2000. Before Octane, Mr. Guleri was vice president of field operations at Scopus Technology. Mr. Guleri holds a Master of Science degree in Engineering and Operating Research from Virginia Polytechnic Institute and State University and a Bachelor of Science degree in Electrical Engineering from Punjab Engineering College, Chandigarh, India.

Gyaneshwarnath Gowrea was appointed to MakeMyTrip’s board of directors on February 11, 2009 and is one of MakeMyTrip’s resident directors in Mauritius. Mr. Gowrea is the chairman of the taxation sub-committee of the Global Finance Mauritius. He was the managing director of Cim Global Business Limited from 2009 to 2011. From 2007 to 2008, he was the director of AAA Global Services Ltd. and from 1999 to 2006 he was a manager with Cim Global Business. Mr. Gowrea completed his secondary education at John Kennedy College in Mauritius and holds various professional qualifications, including being a fellow of the Association of Chartered

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Certified Accountants, (UK), a fellow member of the Mauritius Institute of Directors, a member of the Society of Trust and Estate Practitioners (UK) and the International Fiscal Association. He is an international tax affiliate of the Chartered Institute of Taxation. He holds an M.Sc. in Accounting from De Monfort University in Leicester, UK and a Diploma in International Taxation. He has more than twenty years’ experience in international tax and advises on tax structures set up by multinational corporations, fund managers and high net- worth individuals.

Oliver Rippel is chief executive officer of B2C e-commerce for Naspers Limited which includes retail, marketplaces and travel. He joined Naspers Limited in January 2009 as head of business development in South-east Asia before managing e-commerce in Africa and Middle East shortly thereafter. From 2011 to 2014 he oversaw e-commerce in South-east Asia, India and Africa. Between 2014 and 2015, he was managing online services segments including e-tail outside of Europe, travel, real estate, and mobile services. Before working for Naspers Limited, Oliver spent nine years at eBay – first in his home country of Germany and then as part of the Asia-Pacific region in China, Korea, and South-East Asia. There, he mostly focused on strategy and business development, as well as category management and marketing operations. Mr. Rippel studied economics in Berlin, Germany.

Pat Kolek joined Naspers Limited in 2014 as chief financial officer of e-commerce and was appointed chief operating officer of Naspers Limited in July 2016. As Group chief operating officer, Mr. Kolek is focused on aligning group strategy with company objectives, leading core business activities and strategic initiatives such as large acquisitions and divestitures. Mr. Kolek has more than 20 years’ experience in executing business growth and development strategies for hyper growth organizations. Prior to Naspers Limited, Mr. Kolek spent 10 years at eBay, most recently as VP and chief financial officer of eBay International and previously as the chief operating officer of eBay Classifieds. Mr. Kolek holds a bachelor’s degree in commerce from Santa Clara University and is a certified public accountant.

Charles St Leger Searle is chief executive officer of Naspers Internet Listed Assets. Mr. Searle serves on the board of several companies associated with the Naspers Group, including Tencent Holdings Limited, listed on the Stock Exchange of Hong Kong, and Mail.ru Group Limited that is listed on the London Stock Exchange. Prior to joining the Naspers Group in Hong Kong, he held positions at Cable & Wireless plc and at Deloitte & Touche in London and Sydney. Mr. Searle is a graduate of the University of Cape Town and a member of the Institute of Chartered Accountants in Australia and New Zealand. Mr. Searle has more than 22 years of international experience in the telecommunications and internet industries.

Yuvraj (Raj) Thacoor is a chartered accountant, Fellow of The Institute of Chartered Accountants in England and Wales, Associate Member of the Chartered Institute of Arbitrators (UK), Member of The British Institute of Management, Member of The Mauritius Institute of Public Accountants and The Financial Reporting Council (FRC) as well as a Licensed Insolvency Practitioner. Mr. Thacoor was an audit partner of Deloitte, Coopers and Lybrand and PricewaterhouseCoopers from 1988 until 2000 when he set up Grant Thornton in Mauritius and served as Managing Partner until he retired in July 2016. Mr. Thacoor is currently the Regional Head of Grant Thornton International for the development of Africa. Mr. Thacoor served as Chairman of the first offshore fund set up in Mauritius and has since served on several boards of funds dealing mainly in real estate in India. Mr. Thacoor has contributed largely in promoting the accountancy profession in Mauritius. He served as Chairman of The Financial Reporting and Monitoring Panel of the regulatory body FRC. He was also a member of the task force which was set up to revisit the Insolvency sections of The Companies Act and the drafting of the new Insolvency Act 2009.

Executive Officers

Ashish Kashyap is the founder and chief executive officer of ibibo Group, one of India’s leading online travel groups. Mr. Kashyap founded ibibo Group in 2007 and launched the online travel properties in late 2009, with a vision to organize the transportation and accommodation industry. In 2011, Mr. Kashyap also co-founded PayU India, a leading payments platform. Prior to founding ibibo Group, Mr. Kashyap was the ‘Country Head’

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of ‘Google India’. Before joining Google, Mr. Kashyap “founded” e-Commerce and online travel businesses at Indiatimes.com. Mr. Kashyap holds a Masters of Management-IMPM from McGill University, Desautels Faculty Of Management, Diploma: IMPM (Insead) and Economics (Hons) from Kirorimal College, Delhi University India.

Mohit Kabra is MakeMyTrip’s group chief financial officer. Prior to joining MakeMyTrip in July 2011, Mr. Kabra served as a Director Finance at Kohler India where he worked from 2006 to June 2011. He has approximately 22 years of work experience and has held various positions in the India businesses of companies including PepsiCo, Colgate and Seagrams. Mr. Kabra has a Bachelor of Commerce degree and is a qualified Chartered Accountant from the Institute of Chartered Accountants of India and a qualified Cost Accountant from the Institute of Cost Accountants of India.

Board Committees and Corporate Policies

Following the Closing, MakeMyTrip’s board of directors will continue to have in place an audit committee and compensation committee. MakeMyTrip currently expects the audit committee to consist of Vivek N. Gour and Aditya Tim Guleri following Closing and the compensation committee to consist of Vivek N. Gour, Aditya Tim Guleri, James Jianzhang Liang and Oliver Rippel following Closing. Descriptions of the responsibilities of the audit committee and compensation committee can be found in the Annual Report of MakeMyTrip on Form 20-F for the fiscal year ended March 31, 2016, which are incorporated by reference into this proxy statement.

MakeMyTrip’s corporate governance policies (including its Whistleblower Policy, Disclosure Controls and Procedures, Insider Trading Policy and Code of Business Conduct and Ethics) will continue to remain in effect after Closing. The full texts of these policies are available on MakeMyTrip’s investor relations page at its website at http://investors.makemytrip.com.

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BENEFICIAL OWNERSHIP OF SECURITIES OF MAKEMYTRIP

The following table sets forth information with respect to the beneficial ownership of MakeMyTrip’s ordinary shares as of October 31, 2016 by persons known to MakeMyTrip to have 5% or more beneficial share ownership of MakeMyTrip as well as each of its directors, executive officers and all its directors and executive officers as a group. As used in this table, beneficial ownership is determined in accordance with SEC rules. A person is deemed to be the beneficial owner of securities that can be acquired within 60 days upon the exercise of any option, warrant or right. Ordinary shares subject to options, warrants or rights that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding the options, warrants or rights, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages below are based on 51,537,163 ordinary shares outstanding as of October 31, 2016.

Notes:

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TRANSACTION AGREEMENTS – ADDITIONAL TERMS

The following discussion highlights other material terms of various agreements governing the Transaction in addition to those described in the section of this proxy statement titled “The Transaction” and should be read in conjunction with that section. The material terms described in this section may also not contain all of the information that may be important to you. The discussions of the Transaction Agreement and Terms of Issue contained in this proxy statement are qualified in their entirety by reference to the Transaction Agreement, which is attached to this proxy statement as Annex A and the Terms of Issue, which are attached to this proxy statement as Annex B, both of which are incorporated by reference into this proxy statement. The representations, warranties and covenants contained in the Transaction Agreement were made only for the purposes of the Transaction Agreement and as of specified dates, were solely for the benefit of the parties to the Transaction Agreement, and may be subject to limitations agreed upon by the contracting parties and may be subject to standards of materiality applicable to the contracting parties. Accordingly, you should not rely on the representations and warranties as characterizations of the actual state of affairs of MakeMyTrip, Parent or ibibo Group.

The Transaction Agreement

Closing Adjustments

As described above in the section of this proxy statement titled “The Transaction – Closing Date Transactions,” Parent will be contributing cash to MakeMyTrip to ensure that ibibo Group’s net working capital represents 40% of MakeMyTrip’s consolidated net working capital after giving effect to the Transaction. As a result, Parent will pay to MakeMyTrip at Closing an amount (the “Cash Amount”) equal to two-thirds of the estimated net cash of MakeMyTrip as of the Closing Date, subject to adjustment as described below.

At least five business days prior to the Closing, MakeMyTrip will deliver to Parent its good faith estimate of MakeMyTrip’s net cash and working capital (“MakeMyTrip Working Capital Estimate”) as of the Closing Date and Parent will deliver to MakeMyTrip its good faith estimate of ibibo Group’s working capital (“ibibo Working Capital Estimate”) as of the Closing Date.

If the ibibo Working Capital Estimate exceeds two-thirds of the MakeMyTrip Working Capital Estimate, the Cash Amount due to MakeMyTrip by Parent at the Closing shall be reduced by such excess, and if such reduction results in a negative amount being owed by Parent, then the absolute value of such negative amount shall instead be paid by MakeMyTrip to Parent at Closing.

If the ibibo Working Capital Estimate is less than two-thirds of the MakeMyTrip Working Capital Estimate, the Cash Amount due to MakeMyTrip by Parent at the Closing shall be increased by such shortfall.

Within 60 days following Closing, MakeMyTrip will deliver to Parent a statement setting forth its good faith calculation of MakeMyTrip’s actual working capital and net cash and ibibo Group’s actual working capital, each as of the Closing Date. Parent will be given an opportunity to review and dispute this calculation, with all disputes which are unable to be resolved by the parties being submitted to an independent accountant for resolution.

Upon final resolution of such actual Closing Date amounts, the parties shall re-calculate the Cash Amount due to MakeMyTrip by Parent at Closing and Parent shall pay to MakeMyTrip any shortfall in the Cash Amount that was paid to MakeMyTrip at Closing and MakeMyTrip shall repay Parent for any excess in the Cash Amount that was paid to MakeMyTrip at Closing; provided, however, neither party will be responsible for paying the difference in the adjusted Cash Amount unless it is greater than or equal to $50,000.

Representations and Warranties and Indemnification

Parent and MakeMyTrip have each made customary representations and warranties in the Transaction Agreement for the benefit of the other party, regarding aspects of ibibo Group and MakeMyTrip’s respective

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business, financial condition and other facts pertinent to the Transaction. The representations and warranties of the parties are subject, in some cases, to specified exceptions and qualifications contained in the confidential disclosure letters executed in connection with the Transaction Agreement and are also qualified by materiality and material adverse effect qualifiers.

Both Parent and MakeMyTrip have agreed to indemnify the other party and its affiliates from and against all claims and losses to the extent arising from any inaccuracies or breaches of any of its representations or warranties set forth in the Transaction Agreement (but only for the duration of the applicable survival period for a particular representation or warranty) as well as arising from (i) any breaches by it under the Transaction Agreement and the other documents related thereto, (ii) any fees, expenses or other payments incurred or owed by it to brokers, financial advisors or other firms retained in connection with the Transaction and (iii) certain of its tax obligations.

However, both Parent and MakeMyTrip’s indemnification obligations for losses arising from inaccuracies or breaches of any representations or warranties (except for (i) tax representations, which, in the case of Parent’s indemnification obligations, shall also be governed by other limitations, (ii) certain fundamental representations, which shall not be governed by limitations and (iii) in the case of fraud or willful misconduct, which shall not be governed by limitations) shall be subject to limitations such that the indemnifying party shall not have any liability for such losses:

Material Covenants and Agreements

Conduct Prior to Closing

Each of Parent and MakeMyTrip are subject to customary limitations on their businesses between the date of the Transaction Agreement and Closing, limiting the conduct of their respective businesses to actions that are in the ordinary course of business.

ibibo Group’s Interest in Djubo

ibibo Group currently owns a 31.7% stake in Saaranya Hospitality Technologies Private Limited, India, an Indian entity engaged in the business of an online platform for hotel bookings (“Djubo”). Pursuant to the articles of association of Djubo, the other shareholders of Djubo have a right of first refusal to purchase ibibo Group’s equity in Djubo that is triggered by the terms of the Transaction. Promptly following the date of the Transaction Agreement, Parent was obligated to deliver a written notice to the other shareholders of Djubo apprising them of the Transaction and seeking a waiver of their rights of first refusal.

In the event that the Djubo shareholders elect to exercise such right of first refusal, the right of first refusal proceeds payable to ibibo Group shall be for the account of MakeMyTrip.

In the event that (i) a waiver has not been obtained from the Djubo shareholders in respect of their right of first refusal and (ii) the Djubo shareholders have not exercised their right of first refusal or purchased ibibo

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Group’s shares in Djubo by the time of Closing, then Djubo will be excluded from the scope of the Transaction (without amending any other terms of the Transaction, including the consideration being paid therefor) and Parent will use reasonable best efforts to transfer its interest in Djubo to MakeMyTrip within 5 years following the Closing.

In the event that (i) a waiver has been obtained from the Djubo shareholders in respect of their right of first refusal or (ii) no notice of exercise of such right of first refusal has been duly delivered under the terms of the Djubo articles of association prior to the expiration of the relevant time period specified therein, then Djubo will be included within the scope of the Transaction at Closing (without amending any other terms of the Transaction, including the consideration being paid therefor).

Additional Class B Shares

If at any time Parent determines that the number of Class B Shares issued to it at Closing is an amount that represents less than 40% of the issued and outstanding capital stock of MakeMyTrip as of the Closing Date (as calculated on a fully diluted basis), Parent shall have the right to subscribe for and purchase at par value, and MakeMyTrip will issue to Parent, such amount of additional Class B Shares that would result in Parent holding 40% of the issued and outstanding capital stock of MakeMyTrip as of the Closing; provided that at the Closing Parent shall have exercised its option to purchase additional ordinary shares of MakeMyTrip in accordance with the Transaction Agreement.

Delivery of Post-Closing Financial Statements

Within 60 days following the Closing, Parent will deliver to MakeMyTrip audited and reviewed consolidated financial statements of ibibo Group and its subsidiaries (after taking into account the carveout restructuring of ibibo Group prior to Closing) that would be required to be included in a registration statement pursuant to Regulation S-X of the Securities Act.

Related Party Transactions

After the Closing, neither MakeMyTrip, nor its subsidiaries, will enter into or modify any transaction with any of its affiliates or related persons involving aggregate value or consideration in excess of $120,000, other than in the ordinary course of business consistent with past practice, unless such transaction has been approved by, or is consistent with or pursuant to the terms of a policy, transaction or agreement approved by a majority of the independent directors of MakeMyTrip, in addition to any other approvals required pursuant to MakeMyTrip’s organizational documents, applicable law or NASDAQ Stock Market Rules (or the rules of any other applicable securities exchange). Furthermore, any related party transactions between MakeMyTrip and Parent following the Closing will be subject to the foregoing restrictions so long as Parent remains an affiliate of MakeMyTrip (including with respect to any issuance of MakeMyTrip securities to Parent other than pursuant to the preemptive rights provided for in the Terms of Issue), except as provided in any of the transaction documents related to the Transaction and certain other limited exceptions.

Conditions Precedent to the Completion of the Transaction

The closing of the Transaction is subject to a number of customary conditions precedents, including without limitation, the following conditions:

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Guarantee

Guarantor, the majority shareholder of Parent, has agreed to guarantee Parent’s obligations and covenants under the Transaction Agreement, both monetary and otherwise. The guarantee provided by Guarantor shall cease upon the completion of the restructuring transactions contemplated under the Transaction Agreement prior to Closing. However, in the event that Parent transfers any Class B Shares on or prior to the sixth anniversary of the Closing such that following such transfer, the percentage ownership of MakeMyTrip held by Parent or its permitted transferees would be less than 15%, then prior to such transfer, Parent is obligated to deliver to MakeMyTrip a written guarantee of Guarantor substantially similar to that provided in the Transaction Agreement.

Termination

The Transaction Agreement may be terminated at any time prior to Closing:

Terms of Issue

Voting Rights

Except as otherwise required by law, the Terms of Issue or MakeMyTrip’s constitution, MakeMyTrip’s ordinary shares and Class B Shares shall vote together as a single class on all matters on which MakeMyTrip shareholders are entitled to vote.

Voting Rights on a Show of Hands

At any MakeMyTrip shareholders’ meeting, on a vote via a show of hands, each holder of Class B Shares present, in person or by proxy, shall have one vote. Furthermore, holders of Class B Shares holding, in the aggregate, more than 10 percent of the total voting power on the business day prior to a shareholders’ meeting, may on demand require that voting take place by way of poll.

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Voting Rights on a Poll

At any MakeMyTrip shareholders’ meeting, on a vote via a poll, each Class B Share present, in person or by proxy, shall have one vote per share.

Conversion Rights

The conversion rights described below govern the Class B Shares issued under the Transaction Agreement. Following a conversion of Class B Shares into ordinary shares of MakeMyTrip, the resulting ordinary shares will be duly authorized, fully paid and non-assessable and free of any preemptive rights. Furthermore, in the event of the issuance of MakeMyTrip securities as a dividend or in the case of a sub-division, split-up, combination or a change of MakeMyTrip securities into a different number or class of securities, or any other similar transaction that could dilute outstanding MakeMyTrip securities, the conversion rate for Class B Shares shall be appropriately adjusted to prevent the dilution of the Class B Shares.

Voluntary Conversion

Each holder of Class B Shares may convert any or all of its Class B Shares into an equal number of ordinary shares of MakeMyTrip on demand.

Automatic Conversion

A Class B Share shall automatically convert into one ordinary share of MakeMyTrip upon the transfer of such Class B Share to any person, except in the event of a transfer to (i) a Permitted Holder, (ii) a transferee in a Forty Percent Transfer, (iii) or a permitted pledgee of the Class B Share; provided that the conversion of any Class B Shares which are transferred in the circumstances described below in the section of this proxy statement titled “Additional Shareholder Agreements” shall be subject to the entry into the relevant shareholders agreement described below. Class B Shares may be pledged as collateral security for any indebtedness for borrowed money due to the person to whom the pledge is made or its nominee; provided, that such pledgee may not vote the shares and they shall automatically convert upon the pledgee foreclosing on such shares.

Distribution and Liquidation Rights

Class B Shares have the same general rights to dividends and other distributions as ordinary shares of MakeMyTrip and no dividends or distributions may be declared on other classes of MakeMyTrip shares without also being paid in the same manner to Class B Shares.

All dividends and distributions on Class B Shares that are payable in MakeMyTrip securities will be payable in the form of Class B Shares and no dividends or distributions on any other MakeMyTrip securities shall be paid in the form of Class B Shares. Furthermore, Class B Shares may not be split, divided, consolidated or combined unless the other outstanding classes of MakeMyTrip shall be proportionately so split, divided, consolidated or combined.

In the event of a transaction as a result of which ordinary shares of MakeMyTrip are converted into or exchanged for cash or other securities or assets, then from and after such transaction, each holder of Class B Shares will be entitled to receive, upon the conversion of its Class B Shares, such cash or other securities or assets had they converted immediately prior to such transaction.

In the event of a voluntary or involuntary liquidation, dissolution or winding up of MakeMyTrip, Class B Shares will be treated equally on a per share basis to all other voting securities of MakeMyTrip with respect to the distribution of assets of MakeMyTrip.

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Additional Shareholder Agreements

In connection with any transfer of Class B Shares to a person other than a Permitted Holder of a number Class B Shares equal to or more than 30% (but less than 40%) of the total voting power of MakeMyTrip, the transferring holder of Class B Shares shall have the one-time option to require MakeMyTrip to enter into a separate shareholders agreement with the relevant transferee, pursuant to which such transferee shall be provided with substantially the same rights (and subject to the same restrictions on transfer set forth in the Terms of Issue) regarding preemptive rights, board-related rights (including rights with respect to Reserved Matters) and inspection rights provided to holders of Class B Shares in the Terms of Issue as well as registration rights consistent with those provided to Parent in the Registration Rights Agreement (as defined below).

In connection with any transfer of Class B Shares to a person other than a Permitted Holder of a number Class B Shares equal to or more than 15% (but less than 30%) of the total voting power of MakeMyTrip, the transferring holder of Class B Shares shall have the one-time option to require MakeMyTrip to enter into a separate shareholders agreement with the relevant transferee, pursuant to which such transferee shall be provided with substantially the same rights (and subject to the same restrictions on transfer set forth in the Terms of Issue) regarding preemptive rights, board-related rights (but excluding rights with respect to Reserved Matters) and inspection rights provided to holders of Class B Shares in the Terms of Issue as well as registration rights consistent with those provided to Parent in the Registration Rights Agreement.

Registration Rights Agreement

Concurrent with the signing of the Transaction Agreement, Parent, Travogue, Mr. Deep Kalra (“Mr. Kalra”), Mr. Keyur Joshi (“Mr. Joshi”), Ctrip, SAIF and MakeMyTrip entered into a registration rights agreement (the “Registration Rights Agreement”). In accordance with the terms of the Registration Rights Agreement, the terms therein pertaining to registration rights will, upon Closing, supersede and replace in their entirety the provisions related to registration rights in the Fourth Amended and Restated Shareholders Agreement, dated as of July 16, 2010, among MakeMyTrip, SAIF, Travogue, Mr. Kalra and Mr. Joshi and the Investor Rights Agreement, dated as of January 7, 2016, among MakeMyTrip and Ctrip (as amended). Parent, Travogue, Mr. Kalra, Mr. Joshi, SAIF and Ctrip and their permitted transferees under the Registration Rights Agreement are referred to individually as a “Shareholder” and collectively as the “Shareholders.” The Registration Rights Agreement will become effective upon Closing.

Demand Rights

Under the terms of the Registration Rights Agreement, at any time after 75 days following the Closing, any Shareholder or group of Shareholders will be entitled to demand registration of their MakeMyTrip shares under the Securities Act, of an amount of shares having a proposed aggregate offering price net of underwriting commissions, of at least $5,000,000 in the aggregate. However, MakeMyTrip will not be required to effect more than two demand registrations per Shareholder in any twelve month period.

Furthermore, MakeMyTrip will not be obligated to (i) maintain the effectiveness of the registration statement filed pursuant to a demand registration for a period longer than 180 days (or three years in the case of a shelf registration) or (ii) effect any demand registration (a) within 90 days of a “firm commitment” underwritten registration in which Shareholders were given piggyback rights pursuant to the Registration Rights Agreement and at least 85% of the number of shares requested by each of the Shareholders to be included in such registration statement were included or (b) within 90 days of any other demand registration.

MakeMyTrip shall be entitled to postpone the filing of a registration statement or the facilitation of a registered offering in the event and during such time, but up to a maximum of 90 days, that the MakeMyTrip board of directors determines in good faith and in its reasonable judgment that a registration of securities would reasonably be expected to materially adversely affect or materially interfere with any bona fide material

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financing of MakeMyTrip or any material transaction under consideration by MakeMyTrip or would require disclosure of information that has not been and is not required to be disclosed to the public, the premature disclosure of which would materially adversely affect MakeMyTrip (a “Blackout Period”). A Blackout Period may not occur more than twice in any period of twelve consecutive months and the total length of all Blackout Periods in any period of twelve consecutive months shall not exceed 120 days in the aggregate.

In the event MakeMyTrip is required to effect a demand registration, Parent shall provide MakeMyTrip with any financial information reasonably requested by MakeMyTrip in connection with the preparation and delivery of any pro forma financial statements or historical consolidated financial statements required to be included in the applicable registration statement.

Piggyback Rights

Whenever MakeMyTrip proposes to register any of its securities on a registration statement on Form F-4 or Form S-8 (or any successor forms thereof) or pursuant to a demand registration or shelf registration, MakeMyTrip will give the Shareholders prompt written notice of the registration and allow the Shareholders to participate in such registration.

Shelf Registration

In connection with a demand registration and subject to the availability of a registration statement on Form F-3 (or any successor form) to MakeMyTrip, any Shareholders requesting a demand registration or otherwise participating in such demand registration may by written notice require MakeMyTrip to file as soon as practicable and use reasonable best efforts to be declared effective by the SEC, a shelf registration statement on Form F-3.

MakeMyTrip will use reasonable best efforts to keep shelf registrations statements demanded by the Shareholders to be continuously effective until the earlier of (i) three years after the shelf registration statement has been declared effective and (ii) the date on which all registrable securities covered by a shelf registration statement have been sold thereunder. MakeMyTrip will not be required to file more than two shelf registration statements per Shareholder in any twelve month period.

MakeMyTrip will also be entitled to require Shareholders to suspend the use of prospectuses for sale under the shelf registration statement for any Blackout Periods.

Lock-Up Agreements

In connection with any underwritten offering of securities, each Shareholder participating in such offering agrees to enter into customary lock-up agreements, restricting transfers of their shares of MakeMyTrip.

Registration Expenses

All fees and expenses incident to MakeMyTrip’s performance under the Registration Rights Agreement shall be borne by MakeMyTrip, including all reasonable fees and expenses of one single primary outside counsel and one outside Mauritius local counsel. Each Shareholder participating in a registration shall pay its pro rata portion (based on the number of securities registered in the offering) of all underwriting discounts and commissions and transfer taxes, if any, relating to the sale of such Shareholder’s securities pursuant to any registration.

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SPECIAL MEETING OF MAKEMYTRIP SHAREHOLDERS

Date, Time and Place of the Special Meeting

MakeMyTrip’s Meeting will be held at MakeMyTrip’s corporate headquarters located at Tower A, SP Infocity, 243, Udyog Vihar, Phase 1, Gurgaon, Haryana 122016, India, on December 9, 2016 at 5:00 p.m. local India time. On or about November 23, 2016, MakeMyTrip commenced mailing this proxy statement and the enclosed form of proxy to its shareholders entitled to vote at the Meeting.

Purpose of the Special Meeting

This proxy statement is being provided to MakeMyTrip shareholders as part of a solicitation of proxies by the MakeMyTrip board of directors for use at the Meeting. This proxy statement provides shareholders with important information they need to know to be able to vote, or instruct their brokers or other nominees to vote, at the Meeting.

At the Meeting, the MakeMyTrip shareholders will be asked to consider and vote on the proposal to adopt and approve the Transaction Agreement and the Transaction in all respects.

MakeMyTrip’s shareholders must approve and adopt the Transaction Agreement and Transaction in order for the Transaction to be consummated. If MakeMyTrip shareholders fail to approve and adopt the Transaction Agreement and Transaction, the Transaction will not occur. Copies of the Transaction Agreement and the Terms of Issue are attached as Annex A and Annex B, respectively, to this proxy statement, which MakeMyTrip encourages you to read carefully and in their entirety in addition to this proxy statement.

Record Date and Quorum

Only holders of MakeMyTrip ordinary shares as of the close of business on the Record Date will be entitled to notice of, and to vote at the Meeting or any adjournments thereof. Each outstanding MakeMyTrip ordinary share is entitled to one vote on the proposals at the Meeting and any other matters properly coming before the Meeting.

The presence, in person or by proxy, of one or more shareholders who are able to exercise not less than 33.3% of the votes entitled to be cast at the Meeting as of the Record Date constitutes a quorum for the Meeting. Abstentions will be counted as present for purposes of determining whether there is a quorum.

Recommendation of the MakeMyTrip Board of Directors

Deep Kalra, Rajesh Magow and James Jianzhang Liang, each directors of MakeMyTrip, abstained from voting on the Transaction and the Transaction Agreement in their capacities as directors of MakeMyTrip due to potential conflicts of interest.

The remainder of MakeMyTrip’s directors unanimously (i) determined that the Transaction Agreement and the Transaction is advisable for, fair to and in the best interests of MakeMyTrip and its shareholders, (ii) authorized, approved, confirmed, ratified and adopted in all respect the Transaction Agreement and the Transaction and (iii) recommended that the shareholders of MakeMyTrip adopt and approve the Transaction Agreement and the Transaction.

Additional information on the recommendation of MakeMyTrip’s board of directors and MakeMyTrip’s reasons for entering into the Transaction is set forth in the section of this proxy statement titled “Recommendation of the Board of Directors and Reasons for the Transaction.”

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Adjournment by Chairman

Under the terms of MakeMyTrip’s constitution, the chairman of the Meeting may adjourn the Meeting to such later time and place as determined in the chairman’s discretion for any reason, including to secure more time to solicit additional votes in favor of the Transaction, so long as no new business is transacted at the adjourned meeting. As long as the Meeting is adjourned to a date prior to December 23, 2016, no new notice of the Meeting shall be required to be provided to shareholders of MakeMyTrip. In addition, the record date for the new Meeting shall remain unchanged.

Vote Required

Approval and adoption of the Transaction Agreement and the Transaction by the shareholders of MakeMyTrip requires the affirmative vote of a majority of the ordinary shares of MakeMyTrip present, in person or represented by proxy, voting on the matter at the Meeting. A vote to abstain on the matter will have the same effect as a vote “AGAINST” the Transaction. If you fail to submit a proxy or to vote in person at the Meeting or if your MakeMyTrip ordinary shares are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your MakeMyTrip ordinary shares, your shares will not be voted.

Voting Procedure

MakeMyTrip shareholders as of the Record Date may vote by proxy or in person at the Meeting. MakeMyTrip recommends that you submit your proxy even if you plan to attend the Meeting. Giving a proxy means that a MakeMyTrip shareholder authorizes the persons named in its form of proxy (attached to this proxy statement) to vote its shares at the MakeMyTrip Meeting in the manner it directs. If you vote by proxy, you may change your vote, among other ways, if you attend and vote at the MakeMyTrip Meeting.

If you properly sign, date, mark and return your form of proxy attached to this proxy statement, your shares will be voted in accordance with your instructions, or if no instructions are given, the holder of the proxy will vote your shares in his or her discretion unless the reference to the holder of the proxy having such discretion has been deleted and initialed on the form of proxy. If you properly sign, date, mark and return your form of proxy and appoint the chairman of the Meeting as your proxy but do not mark your card to tell the proxy how to vote, your shares will be voted “FOR” the adoption and approval of the Transaction Agreement and Transaction.

If you own MakeMyTrip ordinary shares in your own name, you are considered, with respect to those shares, the “shareholder of record.” If your shares are held in a stock brokerage account or by a bank, trust company or other nominee, you are considered the beneficial owner of shares held in “street name.”

If you hold MakeMyTrip ordinary shares in your own name as a registered MakeMyTrip shareholder, to submit a form of proxy, you must complete, sign and return the form of proxy to the following address:

MakeMyTrip Limited

Tower A, SP Infocity, 243,

Udyog Vihar, Phase 1,

Gurgaon, Haryana 122016

India

Attention: Kamal Avutapalli

If a MakeMyTrip shareholder’s ordinary shares are held in “street name” by a broker, bank, trust company or other nominee, the shareholder should check the voting instruction form used by that firm to determine the proper method for casting its vote either in person or by proxy.

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Revocability of Proxies and Changes to a Shareholder’s Vote

If you are a MakeMyTrip shareholder of record, you may revoke or change your proxy before it is voted at the Meeting by:

Attendance at the Meeting will not, in and of itself, revoke or change a proxy if your ordinary shares are held in your own name, but rather, you must affirmatively cast a vote in person at the Meeting. If your ordinary shares are held in “street name” by a broker, bank, trust company or other nominee, you should contact your broker, bank, trust company or other nominee to change your vote.

Attendance

Attendance at the Meeting is limited to MakeMyTrip shareholders on the Record Date. If your shares are held in “street name” through a broker, bank, trust company or other nominee and you would like to attend, you will need to bring to the meeting a letter or account statement from the broker, bank, trust company or other nominee confirming beneficial ownership of the MakeMyTrip ordinary shares as of the Record Date. Any beneficial holder who plans to vote at the Meeting must also obtain a legal proxy, executed in their favor by or on behalf of their broker, bank, trust company or other nominee, and should contact such broker, bank, trust company or other nominee for instructions on how to obtain a legal proxy. Each MakeMyTrip shareholder will be asked to provide valid government-issued photo identification, and proof of ownership of MakeMyTrip ordinary shares as of the Record Date. The use of cell phones, smartphones, pagers, recording and photographic equipment will not be permitted in the meeting rooms at the Meeting.

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Annex A

EXECUTION VERSION

TRANSACTION AGREEMENT

Among

MIH INTERNET SEA PRIVATE LIMITED,

MAKEMYTRIP LIMITED

And solely for the purposes of Article XIII,

MIH B2C HOLDINGS B.V.

Dated as of October 18, 2016

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This TRANSACTION AGREEMENT, dated as of October 18, 2016 (this “Agreement”), is among MIH INTERNET SEA PRIVATE LIMITED, a limited liability company organized under the laws of Singapore (“Indigo Parent”), MAKEMYTRIP LIMITED, a limited liability company organized under the laws of Mauritius (“Monsoon”), and solely for the purposes of Article XIII, MIH B2C HOLDINGS B.V., a private limited liability company organized under the laws of The Netherlands (“Indigo Guarantor”).

WHEREAS, Indigo Parent, through Ibibo Group Holdings (Singapore) Private Limited, a limited liability company organized under the laws of Singapore and a wholly owned subsidiary of Indigo Parent (“Indigo”), and Monsoon are each engaged in the online travel business;

WHEREAS, each of Indigo Parent and Monsoon desire to effect a strategic combination of their respective businesses, whereby in each case on the terms and subject to the conditions set forth in this Agreement (i) prior to the Closing, Indigo Parent will cause the Restructuring to be implemented, (ii) at the Closing, Indigo Parent will sell to Monsoon, and Monsoon will purchase from Indigo Parent, all of the issued and outstanding ordinary shares, par value SGD 1.00 per share, of Indigo (the “Indigo Shares”), and (iii) at the Closing, Monsoon will issue to Indigo Parent the Class B Shares;

WHEREAS, the board of directors of Monsoon has determined that the Transactions are in the best interests of Monsoon and its shareholders and approved this Agreement and the Transactions;

WHEREAS, prior to or concurrently with the execution of this Agreement, certain shareholders of Monsoon have entered into or are entering into voting and support agreements in connection with the Transactions (collectively, the “Voting Agreements”);

WHEREAS, prior to or concurrently with the execution of this Agreement, Monsoon has entered into or is entering into the DK CIC Severance Agreement and the RM CIC Severance Agreement with the individuals named therein and, prior to the Closing, is expected to enter into the AK CIC Severance Agreement with the individual named therein; and

WHEREAS, prior to or concurrently with the execution of this Agreement, Monsoon has entered into or is entering into a registration rights agreement with Indigo Parent and certain other parties (the “Registration Rights Agreement”).

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

ARTICLE I

Definitions; Interpretation

SECTION 1.01. Definitions. For purposes of this Agreement:

“Action” means any demand, action, proceeding, suit, countersuit, arbitration, mediation, audit, hearing, inquiry or investigation (in each case, whether civil, criminal, administrative, investigative, formal or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity.

“Affiliate” of any specified Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. As used herein, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or other interests, by Contract or otherwise.

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“AK Agreement” means the agreement dated as of February 29, 2016, among Myriad International Holdings BV (organized in The Netherlands), Indigo, ibibo Group Pvt Ltd (registered in India), MIH India Holding Ltd (registered in Mauritius) and Mr. Ashish Kashyap.

“AK CIC Severance Agreement” means the Change In Control Severance Agreement expected to be entered into prior to the Closing between MakeMyTrip (India) Private Limited and Mr. Ashish Kashyap.

“Anti-corruption Laws” means Laws relating to anti-bribery or anti-corruption (governmental or commercial), including Laws that prohibit the corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign Government Official or other Person to obtain a business advantage, including the U.S. Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010, the Indian Penal Code, 1860, the Indian Prevention of Corruption Act of 1988 and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International Business Transactions.

“Associate” means, with respect to any Person, any other Person of which such first Person is the Beneficial Owner of between 20% and 50% of such other Person’s outstanding Capital Stock or otherwise controls the business decisions of such other Person.

“Assumed Benefit Plan” means (i) the Indigo SARs and Naspers Rollover RSUs, to the extent that Monsoon is explicitly assuming the Liabilities with respect to such awards pursuant to Section 7.07 of this Agreement, and (ii) each Indigo Business Benefit Plan that Monsoon or any Monsoon Subsidiary (including any Indigo Group Company following the Closing) is required to assume under applicable Law or any applicable individual employment agreement, other than, in each case, those Indigo Business Benefit Plans identified on Section 4.11(a) of the Indigo Parent Disclosure Letter with an asterisk.

“Beneficial Owner” means, with respect to any security, any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose of, or to direct the disposition of, such security; and such term shall otherwise be interpreted in accordance with Rules 13d-3 and 13d-5 promulgated under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any security which may be acquired by such Person pursuant to any contract, arrangement or understanding or through the exercise of any option, warrant or right, or otherwise (irrespective of whether the right to acquire such security is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing), except that in no event shall Indigo Parent be deemed to Beneficially Own any securities which it has the preemptive right to acquire pursuant to the Terms of Issue unless, and then only to the extent that, it shall have actually exercised such right. The terms “Beneficial Ownership”, “Beneficially Own” and “Beneficially Owned” shall have a correlative meaning.

“Business Combination” means (a) any form of business combination or similar transaction or series of transactions involving Monsoon or any Affiliate thereof, including any merger, amalgamation, sale, acquisition, joint venture, consolidation, issuance of shares, direct share exchange or tender or exchange offer, (b) any form of restructuring, reorganization, recapitalization or similar transaction with respect to Monsoon or any Affiliate thereof and (c) any acquisition, sale, disposition, lease, distribution, encumbrance, mortgage, pledge, liquidation or exchange of the assets of Monsoon or any Affiliate thereof comprising a line of business, business segment or division or going concern; in the case of clauses (a) and (b) above, irrespective of whether Monsoon or any Affiliate thereof is the surviving or resulting entity of any such transaction and irrespective of whether any Capital Stock of Monsoon or any Affiliate thereof is converted into or exchanged for cash, securities or any other property in any such transaction.

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“Business Day” means any day except Saturday or Sunday on which commercial banks are not required or authorized to close in Mauritius, Singapore, The Netherlands and New York, New York.

“Busportal Shareholders Agreement” means the Shareholders Agreement, dated as of June 9, 2016, among MIH India Ecommerce Private Limited, Hassan Bourgi, Carol Riboud, Empresa Digital Peruana S.A.C and Indigo Guarantor.

“Capital Stock” means, with respect to any Person at any time, any and all shares, equity interests, rights to share in capital surplus or profits or receive a distribution of assets upon liquidation or dissolution, or other equivalents of capital stock (however designated or classified, whether voting or nonvoting), partnership interests (whether general or limited), limited liability company interests or units, member interests or equivalent ownership interests in or issued by such Person, and any and all warrants, options, rights or other securities (including debt securities) exercisable or exchangeable for, or convertible into, any of the foregoing.

“CIC Severance Agreements” means each of the DK CIC Severance Agreement, the RM CIC Severance Agreement and the AK CIC Severance Agreement.

“Class B Shares” means the Class B convertible ordinary shares, par value $0.0005 per share, of Monsoon to be allotted and issued to Indigo Parent pursuant to this Agreement, which shares shall have the terms set forth in the Terms of Issue.

“Code” means the Internal Revenue Code of 1986, as amended.

“Competing Transaction” shall mean (a) any transaction or series of transactions, including any asset or stock sale or purchase, lease, license, transfer, contribution, merger, amalgamation, consolidation, share exchange, recapitalization, reorganization or other business combination, joint venture, agreement not to compete or disposition, that would result in the direct or indirect acquisition by or transfer to, or combination or joint venture with, any third party or parties in the aggregate of, or with respect to, any material assets, business, properties, or contractual, intellectual property or other rights of Monsoon, any of its material Subsidiaries or the Monsoon Business and (b) other than in the ordinary course of business pursuant to Employee Benefit Plans existing on the date hereof (subject to, and in compliance with, Section 6.01), the sale, issuance, transfer or distribution, directly or indirectly, of any shares of Capital Stock or any options, warrants, convertible or exchangeable securities, rights, interests, derivatives or hedges in respect of any shares of Capital Stock of or in Monsoon, any of its material Subsidiaries or the Monsoon Business.

“Competition Law” means the (Indian) Competition Act, 2002 and all other supranational, national, federal, state, county, provincial, municipal, local, foreign statutes and other statutes, rules, regulations, Judgments, decrees, administrative and judicial doctrines and all other Laws designed or intended to require advance notification or approval of, or otherwise prohibit, restrict or regulate, a merger, acquisition or other transaction that may be deemed to have the purpose or effect of monopolizing or restraining trade or lessening competition through merger or acquisition.

“Confidentiality Agreement” means the confidentiality agreement, dated as of April 25, 2016, between Indigo Guarantor and Monsoon, as amended, modified and supplemented from time to time.

“Contract” means any contract, lease, license, indenture, agreement, commitment or other legally binding arrangement.

“Convertible Notes” means the $180,000,000 aggregate principal amount of 4.25% Convertible Notes due 2021 issued by Monsoon pursuant to the Convertible Notes Indenture.

“Convertible Notes Indenture” means the indenture, dated as of January 14, 2016, between Monsoon, as issuer, and The Bank of New York Mellon, Singapore Branch, as trustee, pursuant to which Monsoon issued $180,000,000 aggregate principal amount of 4.25% Convertible Notes due 2021.

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“Covered Shares” means (i) the Class B Shares and (ii) any Monsoon Ordinary Shares acquired by Indigo Parent or any of its Affiliates after the Closing to the extent Indigo Parent’s or any of its Affiliates’ Beneficial Ownership of such Monsoon Ordinary Shares allows Indigo Parent to satisfy a required ownership percentage and acquire additional investor rights under this Agreement or the Terms of Issue that it would not have had but for the Beneficial Ownership of such Monsoon Ordinary Shares.

“Ctrip” means Ctrip.com International, Ltd.

“Djubo” means Saaranya Hospitality Technologies Private Limited.

“Djubo Shareholders” means the shareholders of Djubo (excluding any Indigo Group Company).

“Djubo Articles” means the articles of association of Djubo.

“Djubo Shares” means each fully paid-up equity share of face value INR 10 in the share capital of Djubo.

“Djubo Value” means an amount equal to $6,500,000.

“DK CIC Severance Agreement” means the Change In Control Severance Agreement, effective as of the date hereof, between MakeMyTrip (India) Private Limited and Mr. Deep Kalra.

“dollars” or “$” means the lawful currency of the United States of America.

“Effect” means any state of facts, change, effect, condition, development, event or occurrence.

“Employee Benefit Plan” means any plan, program, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, retention, employee pension, profit sharing, savings, retirement, supplemental retirement, stock ownership, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, deferred or phantom stock unit or other equity-based compensation, severance pay, salary continuation, life, death benefit, health, medical, hospitalization, sick leave, vacation pay, paid time off, disability or accident insurance, fringe benefit, perquisite or other employee benefit plan, program, agreement, arrangement or understanding, including any “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not legally binding or subject to ERISA).

“Environmental Laws” means any and all applicable Laws, Judgments and Governmental Approvals issued, promulgated or entered into by or with any Governmental Entity, relating to the environment, preservation or reclamation of natural resources, or to the protection of human health as it relates to the environment, including applicable Laws relating to noise levels, or human exposure to Hazardous Materials or to the management, release or threatened release of Hazardous Materials.

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fifteen Percent Transfer” has the meaning given to such term in the Terms of Issue.

“Governmental Approval” means any consent, approval, license, permit, order, exemption, franchise, certificate, clearance or authorization obtained or to be obtained from, or any registration, notification, declaration or filing made to or with, or to be made to or with, any Governmental Entity.

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“Governmental Entity” means any national, federal, state, county, municipal, local or foreign government, or other political subdivision thereof, or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government, and any arbitrator or arbitral body or panel of competent jurisdiction.

“Government Official” means (i) any official, officer, employee, representative or Person acting in an official capacity for or on behalf of any Governmental Entity; (ii) any political party or party official or candidate for political office; (iii) any public international organization or any department or agency thereof; or (iv) any Person owned in whole or in part, or controlled by any Person described in the foregoing clause (i), (ii) or (iii) of this definition.

“Group” has the meaning given to such term in Section 13(d)(3) of the Exchange Act.

“Hazardous Materials” means any petroleum or petroleum products (including crude oil or any fraction thereof), radioactive materials or wastes, asbestos or asbestos-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls and any other wastes, materials, chemicals or substances prohibited, limited or regulated pursuant to any Environmental Laws.

“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board at the relevant time.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication), (i) the principal in respect of indebtedness of such Person for borrowed money, (ii) the principal in respect of obligations of such Person evidenced by bonds, notes, debentures or other similar instruments or by letters of credit (other than those issued to suppliers in the ordinary course of business consistent with past practice), (iii) purchase money obligations of such Person, conditional sale obligations of such Person, obligations of such Person under any title retention agreement and all other obligations of such Person relating to the deferred purchase price of property (other than trade payables incurred in the ordinary course of business consistent with past practice), (iv) obligations of such Person as lessee under leases which have been or should have been recorded as capital leases, in accordance with the accounting standards and rules applicable to such Person, (v) obligations of such Person in respect of amounts outstanding under overdraft or similar lines, (vi) obligations of such Person under or in respect of bankers’ acceptances, letters of credit (other than those securing obligations entered into in the ordinary course of business consistent with past practice to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the tenth Business Day following payment on the letter of credit), bank guarantees, surety bonds or similar arrangements (including reimbursement obligations with respect thereto), (vii) Liabilities of such Person under any sale and leaseback transaction or any other transaction which is the functional equivalent of, or takes the place of, borrowing but which does not constitute indebtedness on the balance sheet, (viii) Liabilities of such Person under interest rate cap agreements, interest rate swap agreements, foreign currency exchange agreements and other hedging, derivative or similar agreements, (ix) to the extent not otherwise included in the foregoing, the financing of any accounts receivable of such Person, as indicated by the existence of an interest bearing instrument or financial costs (whether or not reflected on the balance sheet), (x) guarantees by such Person of obligations of the type described in the foregoing clauses of any other Person, (xi) obligations of any other Person of the type described in the foregoing clauses that are secured by a Lien on any asset or property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market value of such property or assets and the amount of the obligation so secured, and (xii) accrued interest, prepayment penalties or premiums, breakage fees and all other amounts owed in respect of any of the foregoing.

“Indemnity Agreements” means each of the indemnity agreements to be entered into between Monsoon and each Initial Indigo Director pursuant to Section 7.21, in each case in a form reasonably acceptable to Indigo Parent.

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“Indian Capital Gains Tax” means tax on gains (if any), computed under Sections 45 to 55 of the Indian Income Tax Act, 1961 (the “Indian IT Act”), arising out of the transfer of the Indigo Shares hereunder, which may or may not derive its value substantially from ‘assets located in India’, as per Explanation 5 and 6 under Section 9(1)(i) of the Indian IT Act.

“Indigo Bank Guarantee Facilities” means (i) the bank guarantee No. 5525608053 (72842), dated June 18, 2016, issued by Citibank, N.A. Mumbai branch in favor of International Air Transport Association on behalf of Ibibo Group Private Limited, (ii) the bank guarantee No. 5670601868 (15786), dated September 15, 2016, issued by Citibank, N.A. New Delhi branch in favor of EIH Ltd. in respect of amounts due and payable by Ibibo Group Private Limited to EIH Ltd., (iii) the bank guarantee No. 5678601749(15313), dated May 26, 2016, issued by Citibank, N.A. New Delhi branch in favor of Himachal Pradesh Tourism Development Corporation for performance security in relation to Ibibo Group Private Limited, (iv) bank guarantee no. 503LG1087/14 dated September 2, 2015, issued by Kotak Mahindra Bank, New Delhi branch to East India Hotels Ltd on behalf of Ibibo Group Private Limited, (v) bank guarantee no. 503LG1661/14 dated January 1, 2016 issued by Kotak Mahindra Bank, New Delhi branch to The Indian Hotel Co. Ltd. on behalf of Ibibo Group Private Limited and (vi) bank guarantee no. 0641OBG16000304 dated January 7, 2016 issued by Kotak Mahindra Bank, New Delhi branch to India Tourism Development Corporation Limited on behalf of Ibibo Group Private Limited.

“Indigo Business Benefit Plan” means any Employee Benefit Plan sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed to, by any Indigo Group Company or any of its Affiliates for the benefit of any Indigo Business Employee.

“Indigo Business Employee” means (i) each current or former director, officer, manager or employee of any Indigo Group Company and (ii) each individual who is set forth in Section 1.01(a)(i) of the Indigo Parent Disclosure Letter, provided that the individuals set forth in Section 1.01(a)(ii) of the Indigo Parent Disclosure Letter shall not be an Indigo Business Employee.

“Indigo Business” means the business, operations and affairs of the Indigo Group Companies, taken as a whole.

“Indigo Group Company” means Indigo and each Subsidiary of Indigo, other than MIH India Holdings Limited, Mauritius and each of its Subsidiaries. For the avoidance of doubt, PayU Global B.V., Netherlands is not a Subsidiary of Indigo.

“Indigo IP Transfer” means the transfer by Indigo Parent or the relevant Affiliates of Indigo Parent to the Indigo Group Companies of all Intellectual Property Rights that such entities own and which primarily relate to, or are otherwise necessary for, the conduct of the Indigo Business by the Indigo Group Companies as of the date of this Agreement.

“Indigo Material Adverse Effect” means any Effect that is, or would reasonably be expected to be, materially adverse to (a) the business, financial condition or results of operations of the Indigo Group Companies, taken as a whole; provided that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, an Indigo Material Adverse Effect: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory conditions, (ii) any changes of Law or IFRS or interpretation thereof (including with respect to Taxes), (iii) any changes resulting from any act of terrorism, war, national or international calamity, or any worsening thereof, (iv) any changes generally affecting the industries in which the Indigo Group Companies conduct their businesses, (v) any changes resulting from the announcement or the pendency of the Transactions, including any loss of employees or customers, any cancellation of or delay in customer orders or any disruption in or termination of (or loss of or other negative effect or change with respect to) customer, supplier, distributor or similar business relationships or partnerships resulting from the Transactions, (vi) any changes or effects resulting from any action required to be taken by the terms of this

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Agreement, (vii) the failure to meet internal or analysts’ expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition), or (viii) any Action arising from or relating to the Transactions, except in the case of clauses (i), (ii), (iii) and (iv), to the extent such changes have a disproportionate impact on the Indigo Group Companies, taken as a whole, as compared to other participants in the industries in which the Indigo Group Companies conduct their businesses (in which case the disproportionate impact or impacts may be taken into account in determining whether there has been an Indigo Material Adverse Effect) or (b) the ability of Indigo Parent or Indigo to perform its obligations under the Transaction Documents or to consummate the Transactions.

“Indigo SAR” means any share appreciation right whose value is determined with reference to the value of one notional Indigo Share, whether granted pursuant to the Indigo SAR Scheme or otherwise.

“Indigo SAR Scheme” means the MIH India Ecommerce Private Limited SAR Scheme Rules.

“Indigo Steps Plan” means the steps plan dated as of October 18, 2016 prepared on behalf of Indigo Parent by PricewaterhouseCoopers Private Limited.

“Initial Closing Date Payment” means an amount equal to the product of (i) Estimated Monsoon Closing Date Net Cash multiplied by (ii) 2/3, as adjusted pursuant to Section 3.01(c) and Section 3.01(d).

“INR” means the lawful currency of India.

“Intellectual Property Rights” means all domestic and foreign intellectual property rights, including with respect to all (a) inventions (whether or not patentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all provisionals, reissues, continuations, continuations-in-part, divisions, revisions, extensions, inter partes reviews, post-grant reviews, covered business method reviews and reexaminations thereof, (b) trademarks, service marks, trade names, trade dress, logos, corporate names, brand names and other source indicators, together with all translations, adaptations, derivations, and combinations thereof, and all applications, registrations, and renewals in connection therewith, together with all goodwill associated with the foregoing, (c) domain names, uniform resource locators, generic top-level domains, social media handles or other identifiers and other names and locators associated with the Internet, and all registrations in connection therewith, (d) works of authorship (whether or not published and whether or not copyrightable), and all copyrights, designs and mask works, and all registrations, applications and renewals in connection therewith, (e) Software and all website content (including text, graphics, images, audio, video and data) and (f) Trade Secrets, confidential business information, and other proprietary information (including ideas, know-how, formulas, compositions, processes and techniques, research and development information, designs, drawings, specifications, research records, records of inventions, test information, financial, marketing and business data, pricing and cost information, business and marketing plans and proposals and customer and supplier lists and information).

“Judgment” means any judgment, order, decree, writ, injunction, circular, award, settlement, stipulation or finding issued, promulgated, made, rendered, entered into or enforced by or with any Governmental Entity (in each case, whether temporary, preliminary or permanent).

“knowledge of Indigo Parent” means the actual knowledge, after reasonable inquiry, of the persons set forth in Section 1.01 of the Indigo Parent Disclosure Letter.

“knowledge of Monsoon” means the actual knowledge, after reasonable inquiry, of the persons set forth in Section 1.01 of the Monsoon Disclosure Letter.

“Law” means any federal, state, provincial, municipal, domestic or foreign law (including common law), statute, ordinance, rule, regulation, code or Judgment issued, promulgated, made, rendered, entered into or enforced by or with any Governmental Entity.

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“Lien” means any lien, mortgage, pledge, conditional or installment sale agreement, encumbrance, defect in title, covenant, condition, restriction, charge, option, right of first refusal, easement, security interest, deed of trust, right-of-way, encroachment, community property interest or other claim or restriction of any nature, whether voluntarily incurred or arising by operation of Law (including any restriction on the voting of any security, any restriction on the transfer of any security or other asset, and any restriction on the possession, exercise or transfer of any other attribute of ownership of any asset).

“Malicious Code” means any “back door,” “time bomb”, “Trojan horse”, “virus”, “worm,” or “spyware” (as such terms are commonly understood in the software industry) or any other code intended to cause any unauthorized disrupting or disabling of the operation of, or provision of unauthorized access to, a computer system or network or other device on which such code is stored or installed.

“Monsoon Bank Account” means the bank account set forth in Section 1.01 of the Monsoon Disclosure Letter.

“Monsoon Benefit Plan” means any Employee Benefit Plan sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed to, by Monsoon or any Monsoon Subsidiary for the benefit of any Monsoon Employee.

“Monsoon Board” means the board of directors of Monsoon.

“Monsoon Business” means the business, operations and affairs of Monsoon and the Monsoon Subsidiaries, taken as a whole.

“Monsoon Employee” means any current or former director, officer, manager or employee of Monsoon or any Monsoon Subsidiary.

“Monsoon Material Adverse Effect” means any Effect that is, or would reasonably be expected to be, materially adverse to (a) the business, financial condition or results of operations of Monsoon and its Subsidiaries, taken as a whole; provided that none of the following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Monsoon Material Adverse Effect: (i) any changes resulting from general market, economic, financial, capital markets or political or regulatory conditions, (ii) any changes of Law or IFRS or interpretation thereof (including with respect to Taxes), (iii) any changes resulting from any act of terrorism, war, national or international calamity, or any worsening thereof, (iv) any changes generally affecting the industries in which Monsoon and its Subsidiaries conduct their businesses, (v) any changes resulting from the announcement or the pendency of the Transactions, including any loss of employees or customers, any cancellation of or delay in customer orders or any disruption in or termination of (or loss of or other negative effect or change with respect to) customer, supplier, distributor or similar business relationships or partnerships resulting from the Transactions, (vi) changes in Monsoon’s stock price or the trading volume of Monsoon’s stock or any suspension of trading (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition), (vii) any changes or effects resulting from any action required to be taken by the terms of this Agreement, (viii) the failure to meet internal or analysts’ expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted from this definition), or (ix) any Action arising from or relating to the Transactions, except in the case of clauses (i), (ii), (iii) and (iv), to the extent such changes have a disproportionate impact on Monsoon and its Subsidiaries, taken as a whole, as compared to other participants in the industries in which Monsoon and its Subsidiaries conduct their businesses (in which case the disproportionate impact or impacts may be taken into account in determining whether there has been a Monsoon Material Adverse Effect) or (b) the ability of Monsoon to perform its obligations under the Transaction Documents or to consummate the Transactions.

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“Monsoon Option” means an option to purchase a Monsoon Ordinary Share whether granted pursuant to any Monsoon Stock Plan or otherwise.

“Monsoon Permitted Indebtedness” means any Indebtedness described in Section 6.01(h)(i), (ii), (iii), (iv) or (v), provided that, notwithstanding anything in this Agreement to the contrary, the Convertible Notes and the indebtedness arising pursuant to the Convertible Notes Indenture and any indebtedness incurred, arising or issued in connection with any amendment or modification of either of the foregoing or any refinancing, replacement or renewal, in whole or in part, of either of the foregoing shall not be considered Monsoon Permitted Indebtedness.

“Monsoon Restricted Stock Unit” means any restricted share unit payable in Monsoon Ordinary Shares or whose value is determined with reference to the value of Monsoon Ordinary Shares, whether granted pursuant to any Monsoon Stock Plan or otherwise.

“Monsoon Shareholders’ Meeting” means the meeting of the holders of Monsoon Ordinary Shares to be convened for the purpose of obtaining the Monsoon Shareholder Approval.

“Monsoon Stock Plans” means the Amended and Restated 2001 Equity Option Plan and the 2010 Share Incentive Plan.

“Monsoon Subsidiary” means each Subsidiary of Monsoon (including, after the Closing, the Indigo Group Companies).

“Monsoon Voting Securities” means all shares of all classes of Capital Stock of Monsoon then outstanding which are normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof, including all Monsoon Ordinary Shares and Class B Shares.

“NASDAQ” means the NASDAQ Global Market.

“Naspers Rollover RSUs” means restricted stock units granted by Naspers Limited or one of its Affiliates (other than an Indigo Group Company) to any Indigo Business Employee listed in Section 4.03(c) of the Indigo Parent Disclosure Letter.

“Permitted Holder” means:

(i) Naspers Limited or any Affiliate thereof;

(ii) any Person that directly or indirectly acquires all or a substantial portion of Naspers Limited’s e-commerce business or any Affiliate of such Person; or

(iii) any Person that directly or indirectly acquires all or a substantial portion of Naspers Limited’s “business to consumer” (B2C) business or any Affiliate of such Person.

“Permitted Holder Ownership Percentage” means, as of any date or time, the total number of Monsoon Voting Securities (including all Class B Shares and Monsoon Ordinary Shares) Beneficially Owned by all Permitted Holders, expressed as a percentage of the total number of Monsoon Voting Securities issued and outstanding as of such date or time.

“Person” means any individual, general or limited partnership, corporation, limited liability company, joint stock company, trust, joint venture, unincorporated organization, association or any other entity, including any Governmental Entity, or any Group consisting of two or more of the foregoing.

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“Personal Data” means, in addition to any definition provided by the parties or any of their Subsidiaries for any similar term (e.g., “personal information”, “personally identifiable information” or “PII”) in any privacy policy or other public-facing statement, all recorded information used or that can reasonably be used, alone or in combination with other information available to the parties or any of their Subsidiaries, to identify, contact or locate an individual, including name, physical address, telephone number, email address, financial account number, government-issued identifier (including social security number and driver’s license number), medical, health or insurance information, gender, date of birth, educational or employment information, religious or political views or affiliations, marital or other status, photograph, face geometry, or biometric information and internet protocol addresses or other persistent identifiers. Personal Data may relate to any individual, including a current, prospective or former employee, customer, supplier or vendor and includes any of the foregoing information in any form, whether printed, electronic or otherwise.

“Pre-Closing Tax Period” means any taxable period that ends on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date.

“Privacy Statements” means, collectively all publicly posted privacy policies posted on the products and services regarding the collection, use, disclosure, transfer, storage, maintenance, retention, deletion, disposal, modification, or processing of Personal Data.

“Records” means all books, records and other documents, including all Tax records, books of account, stock records and ledgers, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, other distribution lists, operating, production and other manuals, billing records and sales and promotional literature, in all cases, in any form or medium.

“Registrar” means the Registrar of Companies appointed under the Singapore Companies Act.

“Related Party Transaction” means any transaction or series of related transactions (including any purchase, sale, lease, exchange or other disposition of property or other assets, the rendering of any service and any loan, advance or extension of credit) between or among Monsoon or any Monsoon Subsidiary, on the one hand, and any Affiliate, Associate or Related Person (in each case excluding Monsoon or any Monsoon Subsidiary) of Monsoon or any Monsoon Subsidiary, on the other hand.

“Related Person” means, with respect to any Person:

(i) any director, executive officer or nominee for director of such Person;

(ii) any Beneficial Owner of 5% or more of the Capital Stock of such Person;

(iii) any immediate family member (including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law) of such Person or any Person specified in clause (i) or (ii) above and any individual (other than a tenant or employee) sharing the household of such Person or any Person specified in clause (i) or (ii) above; or

(iv) any other Person who shall be considered a “related party” as prescribed under the Indian Companies Act, 2013.

“Representatives” means, with respect to any Person, its directors, officers, employees, consultants, agents, investment bankers, financial advisors, attorneys, accountants and other advisors and representatives.

“Reserved Matter” has the meaning given to such term in the Terms of Issue.

“Restructuring” means, collectively, (i) each of the transactions set forth in the Indigo Steps Plan and (ii) the Indigo IP Transfer.

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“RM CIC Severance Agreement” means the Change In Control Severance Agreement, effective as of the date hereof, between MakeMyTrip (India) Private Limited and Mr. Rajesh Magow.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“SGD” means the lawful currency of Singapore.

“Singapore Companies Act” means the Companies Act, Chapter 50 of Singapore.

“Software” means all (a) computer programs, including all software or firmware implementations of algorithms, models, formulas and methodologies, whether in source code, object code, human readable form or other form, (b) databases and compilations, including all data and collections of data, whether machine readable or otherwise, (c) development tools and developers’ kits, (d) descriptions, flow charts and other work product used to design, plan, organize, build and develop any of the foregoing and (e) all documentation including technical manuals, user manuals and other training documentation relating to any of the foregoing.

“Subsidiary” of any Person means any other Person of which an amount of the securities or interests having by the terms thereof voting power to elect at least a majority of the board of directors or other analogous governing body of such other Person (or, if there are no such voting securities or voting interests, of which at least a majority of the equity interests) is directly or indirectly owned or controlled by such first Person, or the general partner of which is such first Person.

“Tax” or “Taxes” means any and all taxes, fees, levies, duties, tariffs, imposts and other charges of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto), in each case in the nature of a tax, imposed by any Governmental Entity (whether payable directly or by withholding), including income, franchise, windfall or other profits, gross receipts, property, escheat or unclaimed property, sales, use, severance, net worth, capital stock, branch profits, customs duties, payroll, employment, social security, workers’ compensation, unemployment compensation, excise, withholding, ad valorem, service, stamp, transfer, value-added, premium, minimum and alternative minimum, gains tax and license, customs duty and registration and documentation fees.

“Tax Law” means any Law governing or relating to any Tax.

“Tax Return” or “Tax Returns” means all returns, declarations of estimated tax payments, reports, estimates, information returns and statements, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any Taxing Authority in connection with the determination, assessment, collection or administration of any Taxes.

“Taxing Authority” means any domestic, foreign, federal, national, state, county or municipal or other local government (including any subdivision, agency, commission or authority thereof), or any quasi-governmental body, in each case, exercising regulatory authority in respect of Taxes.

“TBO” means TEK Travels Private Limited.

“TBO Business” means the business, operations and affairs of TBO and its Subsidiaries, taken as a whole.

“TBO Value” means an amount equal to $78,000,000.

“Terms of Issue” means the terms of issue of the Class B Shares substantially in the form attached hereto as Exhibit A.

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“Third Party Approval” means any consent, approval, license, permit, order, exemption, franchise, certificate, clearance or authorization obtained or to be obtained from, or any registration, notification, declaration or filing made to or with, or to be made to or with, any third party (other than any Governmental Entity) in connection with the Transactions.

“Third Party Tender Offer” means a bona fide offer commenced and conducted by any Person (other than Indigo Parent or any of its Affiliates, or Monsoon or any of its Affiliates, or any Group that includes as a member thereof Indigo Parent or any of its Affiliates) to purchase or exchange for cash, securities or any other property all of the then outstanding Monsoon Capital Stock.

“Thirty Percent Transfer” has the meaning given to such term in the Terms of Issue.

“Trade Secrets” means all forms and types of financial, business, scientific, technical, economic or engineering information, including patterns, plans, compilations, program devices, formulas, designs, prototypes, methods, techniques, processes, procedures, programs or codes, whether tangible or intangible, and whether or how stored; compiled or memorialized physically, electronically, graphically, photographically, or in writing if (a) the owner thereof has taken reasonable measures to keep such information secret; and (b) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another Person who can obtain economic value from the disclosure or use of the information.

“Transaction Documents” means this Agreement, the Registration Rights Agreement, the CIC Severance Agreements and the Confidentiality Agreement.

“Transactions” means the transactions contemplated by this Agreement and the other Transaction Documents, including the Acquisition and the Share Issuance.

“Transfer” means the sale, transfer, assignment, pledge, conveyance, encumbrance, hypothecation or other disposition (whether by operation of law, by means of foreclosure or otherwise, whether or not for consideration, and whether voluntarily or involuntarily) of Class B Shares, which results in the automatic conversion of such Class B Shares into Monsoon Ordinary Shares pursuant to the Terms of Issue. The terms “Transferring,” “Transferee” and “Transferred” shall have a correlative meaning.

“Transfer Taxes” means all stock transfer, stamp duty, real property transfer or gains taxes, documentary, sales, use, registration, value-added and other similar taxes and related fees (including interest, penalties and additions thereto) incurred in connection with the Acquisition (other than the Restructuring), excluding any Taxes that are in the nature of income or gains Tax.

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SECTION 1.02. Index of Defined Terms. The following terms are defined elsewhere in this Agreement, as shown in the table below:

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SECTION 1.03. Interpretation; Disclosure Letters. (a) When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “or” is not exclusive. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. Each of the parties hereto has participated in the drafting and negotiation of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by all the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

(b) Any matter disclosed in any section of the Indigo Parent Disclosure Letter or the Monsoon Disclosure Letter shall qualify the correspondingly numbered representation and warranty or covenant and any other representation and warranty or covenant of Indigo Parent and Indigo or, as applicable, Monsoon to the extent that the relevance of any such disclosure to such other representation and warranty or covenant is reasonably apparent from the text of such disclosure.

ARTICLE II

The Transactions

SECTION 2.01. The Restructuring. Prior to the Closing, Indigo Parent will procure that the Restructuring shall occur in accordance with the Indigo Steps Plan, subject to any variations which are not material in nature.

SECTION 2.02. The Acquisition and Share Issuance. At the Closing, on the terms and subject to the conditions set forth in this Agreement, (i) Indigo Parent shall sell, convey, transfer and deliver to Monsoon, and Monsoon shall acquire and accept from Indigo Parent, all of Indigo Parent’s right, title and interest in and to the Indigo Shares, free and clear of all Liens, (ii) Indigo Parent shall pay to Monsoon (subject to the proviso set forth in Section 3.01(c)), as part of the purchase price for the Class B Shares to be issued hereunder, an amount in cash equal to the Initial Closing Date Payment, which amount shall be paid by wire transfer of immediately available funds to the Monsoon Bank Account (and, together with clause (i), the “Acquisition”), (iii) Monsoon shall pay to Indigo Parent an amount in cash (if any) equal to the amount calculated pursuant to the proviso set forth in Section 3.01(c) and (iv) in consideration for the Acquisition, Monsoon shall allot, and issue and deliver, or cause to be issued and delivered, to Indigo Parent 38,971,539 Class B Shares (the “Share Issuance”). In addition, Monsoon hereby grants to Indigo Parent an option to purchase, and Indigo Parent shall have the right to purchase (in its sole discretion) from Monsoon, at the Closing, up to 413,035 Monsoon Ordinary Shares (the “Optional Shares”). The purchase price for the Optional Shares will be $21.19 per share, which amount shall be paid by wire transfer of immediately available funds to the Monsoon Bank Account.

SECTION 2.03. Closing. The closing of the Acquisition and the Share Issuance (the “Closing”) shall take place at the offices of Cravath, Swaine & Moore LLP, CityPoint, One Ropemaker Street, London EC2Y 9HR, United Kingdom on the last Business Day of the month in which the conditions set forth in Article X (except for any conditions that by their nature can only be satisfied on the Closing Date, but subject to the

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satisfaction of such conditions or waiver by the parties entitled to waive such conditions) are satisfied (or, to the extent permitted by applicable Law, waived by the parties entitled to the benefit thereof), or at such other place, time and date as shall be agreed in writing between Indigo Parent and Monsoon. All Transactions taking place on the Closing Date shall be deemed to take place simultaneously. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”.

SECTION 2.04. Closing Deliverables. At the Closing:

(a) Indigo Parent will:

(i) deliver, or cause to be delivered, to Monsoon, one or more certificates representing the Indigo Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer tax stamps, if any, affixed;

(ii) deliver, or cause to be delivered, to Monsoon, a certified true copy of the duly executed resolutions from the board of directors of Indigo approving the following matters: (A) the transfer of the Indigo Shares, (B) the cancellation of the certificates issued in the name of Indigo Parent in respect of the Indigo Shares, (C) subject to the transfer of the Indigo Shares being duly stamped, the registration of Monsoon as the holder of the Indigo Shares in the register of members of Indigo and (D) the appointment of Mr. Deep Kalra and Mr. Rajesh Magow as new directors of Indigo, subject to their consent to act as directors.

(iii) procure that the company secretary of Indigo (or such other authorised person) lodges a notice of transfer in respect of the Indigo Shares in the form prescribed under the Singapore Companies Act with the Registrar on the Closing Date, in order to enable the Registrar to update the electronic register of members of Indigo to reflect Monsoon as the holder of all of the Indigo Shares on and from the Closing Date;

(iv) duly executed letters of resignation of each director of Indigo identified and agreed by the parties prior to Closing, which letters shall include customary release of liability and waiver provisions and otherwise be in a form reasonably acceptable to Monsoon;

(v) deliver, or cause to be delivered, to Monsoon, a duly executed counterpart of the Registration Rights Agreement (if the Registration Rights Agreement has not already been executed and delivered by the parties thereto prior to Closing); and

(vi) deliver, or cause to be delivered, to Monsoon, the certificates, documents and other items to be delivered to Monsoon in accordance with Section 10.03, together with such other documents as Monsoon or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement;

(b) Monsoon will deliver, or cause to be delivered, to Indigo Parent:

(i) one or more certificates representing the Class B Shares, which shares shall be duly registered in the name of Indigo Parent in the share register of Monsoon;

(ii) a certified true copy of the duly executed resolutions of the Monsoon Board (A) approving this Agreement and the other Transaction Documents to which Monsoon is or is contemplated to be a party and the consummation of the Acquisition, the Share Issuance and the other Transactions, (B) determining that the terms of this Agreement and the Transactions are fair to, and are in the best interests of, Monsoon and its shareholders, (C) directing that this Agreement be submitted to the shareholders of Monsoon for adoption and approval, (D) recommending that the shareholders of Monsoon adopt and approve this Agreement and the Transactions, (E) approving the Terms of Issue of the Class B Shares; (F) approving the allotment and issuance of the Class B Shares to Indigo Parent pursuant to this Agreement; (G) approving the decrease in the size of the Monsoon Board to ten members effective as at the Closing, (H) approving the appointment of the Initial Indigo Directors to the Monsoon Board effective as at the Closing, (I) approving the entry into the Indemnity Agreements with each of the Initial Indigo Directors as promptly as practicable after the Closing and (J) approving any such other action or document required in connection with any of the foregoing;

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(iii) duly executed letters of resignation of each of the five directors of Monsoon identified and agreed by the parties prior to Closing, which letters shall include customary release of liability and waiver provisions and otherwise be in a form reasonably acceptable to Indigo Parent;

(iv) duly executed counterparts of the Registration Rights Agreement signed by each of the parties thereto other than Indigo Parent (if the Registration Rights Agreement has not already been executed and delivered by the parties thereto prior to Closing); and

(v) the certificates, documents and other items to be delivered to Indigo Parent in accordance with Section 10.02, together with such other documents as Indigo Parent or its counsel may reasonably request to demonstrate satisfaction of the conditions and compliance with the covenants set forth in this Agreement.

ARTICLE III

Closing Adjustments

SECTION 3.01. Initial Closing Date Payment. (a) Not later than 5 Business Days prior to the anticipated Closing Date, Monsoon shall prepare and deliver to Indigo Parent a written statement certified by an officer of Monsoon setting forth in reasonable detail its good faith estimate of Monsoon Net Cash as of the close of business on the Closing Date (“Estimated Monsoon Closing Date Net Cash”) and its good faith estimate of Monsoon Working Capital as of the close of business on the Closing Date (“Estimated Monsoon Closing Date Working Capital”), each of which shall be calculated in accordance with the Agreed Accounting Principles, definitions and illustrative calculations set forth in this Agreement (including Schedule 3.02 hereto).

(b) Not later than 5 Business Days prior to the anticipated Closing Date, Indigo Parent shall prepare and deliver to Monsoon a written statement certified by an officer of Indigo Parent setting forth in reasonable detail its good faith estimate of Indigo Working Capital as of the close of business on the Closing Date (“Estimated Indigo Closing Date Working Capital”), which shall be calculated in accordance with the Agreed Accounting Principles, definitions and illustrative calculations set forth in this Agreement (including Schedule 3.02 hereto).

(c) If Estimated Indigo Closing Date Working Capital exceeds an amount equal to the product of (i) Estimated Monsoon Closing Date Working Capital multiplied by (ii) 2/3, the amount of the Initial Closing Date Payment shall be decreased by the amount of such difference (provided that if such decrease results in a negative value for the Initial Closing Date Payment, Monsoon shall pay to Indigo Parent at the Closing an amount equal to the absolute value of the difference between zero and such negative value for the Initial Closing Date Payment, which payment shall be made by wire transfer of immediately available funds to the bank account designated in writing by Indigo Parent).

(d) If Estimated Indigo Closing Date Working Capital is less than an amount equal to the product of (i) Estimated Monsoon Closing Date Working Capital multiplied by (ii) 2/3, the amount of the Initial Closing Date Payment shall be increased by the amount of such difference.

SECTION 3.02. Post-Closing Adjustments. (a) Within 60 days after the Closing Date, Monsoon shall prepare and deliver to Indigo Parent a statement (the “WC Statement”), certified by an officer of Monsoon, setting forth Monsoon’s good faith calculation of (i) Monsoon Working Capital as of the close of business on the Closing Date (“Monsoon Closing Date Working Capital”), (ii) Monsoon Net Cash as of the close of business on the Closing Date (“Monsoon Closing Date Net Cash”) and (iii) Indigo Working Capital as of the close of business on the Closing Date (“Indigo Closing Date Working Capital”). Each of Monsoon Closing Date Net Cash, Monsoon Closing Date Working Capital and Indigo Closing Date Working Capital shall be calculated in accordance with the Agreed Accounting Principles and the definitions and illustrative calculations set forth in this Agreement (including Schedule 3.02 hereto).

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(b) During the 30-day period following Indigo Parent’s receipt of the WC Statement, Indigo Parent and its Representatives shall be permitted to review the working papers relating to the WC Statement. The WC Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Indigo Parent gives written notice of its disagreement with the WC Statement (a “Notice of Disagreement”) to Monsoon prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on Monsoon Closing Date Working Capital, Monsoon Closing Date Net Cash or Indigo Closing Date Working Capital not being calculated in accordance with this Agreement (including the Agreed Accounting Principles). If a Notice of Disagreement is received by Monsoon in a timely manner, then the WC Statement (as revised in accordance with this sentence) shall become final and binding upon Indigo Parent and Monsoon on the earlier of (A) the date Indigo Parent and Monsoon resolve in writing any differences they have with respect to the items specified in the Notice of Disagreement and (B) the date any disputed items are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Indigo Parent and Monsoon shall seek in good faith to resolve in writing any differences that they may have with respect to the items specified in the Notice of Disagreement. During such period, Monsoon and its Representatives shall have access to the working papers prepared by Indigo Parent in connection with the Notice of Disagreement. At the end of such 30-day period, Indigo Parent and Monsoon shall submit to Deloitte or another internationally recognized independent public accounting firm agreed upon by Indigo Parent and Monsoon in writing (the “Accounting Firm”) for review any and all items that remain in dispute and were properly included in the Notice of Disagreement. The parties shall instruct the Accounting Firm to render its reasoned written decision as to the disputed items and the effect of its decision on the WC Statement as promptly as practicable but in no event later than 60 days after its selection, which decision must be in writing and must set forth, in reasonable detail, the basis therefor. In resolving any disputed item, the Accounting Firm (1) shall act in the capacity of an expert and not as an arbitrator, (2) shall limit its review to matters specifically set forth in the Notice of Disagreement as a disputed item (other than matters thereafter resolved by mutual written agreement of the parties) and (3) shall not assign a value to any disputed item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party in the WC Statement or in the Notice of Disagreement. Each party shall furnish to the Accounting Firm such working papers and other relevant documents and information relating to the disputed items, and shall provide interviews and answer questions, as the Accounting Firm may reasonably request in connection with its determinations of such disputed items. In the event any party shall participate in teleconferences or meetings with, or make presentations to, the Accounting Firm, the other party shall be entitled to participate in such teleconferences, meetings or presentations. The terms of appointment and engagement of the Accounting Firm shall be as agreed upon between the parties in writing. The resolution of disputed items by the Accounting Firm shall be final and binding, and the determination of the Accounting Firm shall constitute an arbitral award that is final, binding and non-appealable and upon which a judgment may be entered by a court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred pursuant to this Section 3.02(b) shall be borne 30% by Indigo Parent and 70% by Monsoon.

(c) The “Final Closing Date Payment” shall be an amount equal to the product of (i) Monsoon Closing Date Net Cash multiplied by (ii) 2/3, which amount shall be:

(i) decreased by the amount by which Indigo Closing Date Working Capital (as finally determined pursuant to Section 3.02(b)) exceeds an amount equal to the product of (A) Monsoon Closing Date Working Capital (as finally determined pursuant to Section 3.02(b)) multiplied by (B) 2/3; and

(ii) increased by the amount by which Indigo Closing Date Working Capital (as finally determined pursuant to Section 3.02(b)) is less than an amount equal to the product of (A) Monsoon Closing Date Working Capital (as finally determined pursuant to Section 3.02(b)) multiplied by (B) 2/3.

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(d) Within 10 Business Days after the WC Statement becomes final and binding on the parties:

(i) if the Initial Closing Date Payment exceeds the Final Closing Date Payment, Monsoon shall pay to Indigo Parent the amount of such difference by wire transfer of immediately available funds to the bank account designated in writing by Indigo Parent; and

(ii) if the Initial Closing Date Payment is less than the Final Closing Date Payment, Indigo Parent shall pay to Monsoon the amount of such difference by wire transfer of immediately available funds to the Monsoon Bank Account;

provided that if the amount of any such difference is less than $50,000, the relevant party shall not be required to make payment of the amount of such difference hereunder.

(e) Any payment to be made by a party pursuant to this Section 3.02 shall include interest on the amount to be paid at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.

(f) Following the Closing, Monsoon shall not take any action with respect to the accounting books and records of Monsoon on which the WC Statement is to be based that are not consistent with Monsoon’s past practices or that would obstruct or prevent the preparation of the WC Statement and the determination of Monsoon Closing Date Working Capital, Monsoon Closing Date Net Cash and Indigo Closing Date Working Capital as provided in this Section 3.02. During the period of time from and after the Closing Date through the resolution of any adjustment contemplated by this Section 3.02, Monsoon shall afford to Indigo Parent and its Representatives in connection with any adjustment contemplated by this Section 3.02 reasonable access during normal business hours to all the properties, personnel, Records and Contracts of Monsoon and its Subsidiaries relevant to the adjustment contemplated by this Section 3.02 reasonable access during normal business hours to all the properties, personnel, Records and Contracts of Monsoon and its Subsidiaries relevant to the adjustment contemplated by this Section 3.02.

ARTICLE IV

Representations and Warranties of Indigo Parent

Indigo Parent represents and warrants to Monsoon that, as of the date hereof and as of the Closing Date, except as disclosed in the manner contemplated in Section 1.03(b), in the letter, dated as of the date hereof, from Indigo Parent to Monsoon (the “Indigo Parent Disclosure Letter”):

SECTION 4.01. Organization, Standing and Power. Each of Indigo Parent, Indigo and each other Indigo Group Company is a corporation or other entity duly organized, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or other entity power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Indigo Parent, Indigo and each other Indigo Group Company is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified, has not had and would not reasonably be expected to have, individually or in the aggregate, an Indigo Material Adverse Effect. The copies of the certificate or articles of incorporation and bylaws or comparable organizational documents of Indigo (collectively, the “Indigo Organizational Documents”), as provided to Monsoon, are true, complete and correct as in effect as of the date of this Agreement and the Closing Date, as applicable. Indigo is not in violation of any of the provisions of the Indigo Organizational Documents. The stock certificate and transfer books and the minute books of Indigo and each of its Subsidiaries (which have been made available for inspection by Monsoon prior to the date hereof) are

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true and complete. Each of Indigo and its Subsidiaries is not a party to and has not taken any corporate action or other action (including in respect of breaches of statutory obligations or otherwise), nor have any steps been taken or Actions been commenced against Indigo and its Subsidiaries, for their liquidation, winding-up, dissolution, reorganization or administration (including receivership, bankruptcy, insolvency, examinership, moratorium or intervention Actions) or for the appointment of a liquidator, receiver, trustee, administrator, administrative receiver or similar officer with respect to all or any of their respective assets, and each of Indigo and its Subsidiaries is not insolvent under the laws of their respective jurisdiction of incorporation or unable to pay its debts. Each of Indigo and its Subsidiaries has not been dissolved and is not required to be dissolved under the laws of its jurisdiction of incorporation.

SECTION 4.02. Indigo Subsidiaries; Equity Interests. (a) Section 4.02(a) of the Indigo Parent Disclosure Letter sets forth, as of the date hereof, a true and complete list of each Subsidiary of Indigo, its jurisdiction of organization and the authorized, issued and outstanding Capital Stock of each such Subsidiary. Each outstanding share of Capital Stock of each such Subsidiary is duly authorized, validly issued without breach of any existing pre-emptive rights, fully paid, nonassessable and free of preemptive rights and is owned, beneficially and of record, by Indigo or one or more other Indigo Group Companies, free and clear of all Liens. There are no outstanding Contractual obligations of any Indigo Group Company to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Indigo Group Company or any other Person, other than guarantees by any Indigo Group Company of any indebtedness or other obligations of any other Indigo Group Company.

(b) Section 4.02(b) of the Indigo Parent Disclosure Letter sets forth, as of the date hereof, a true and complete list of all Capital Stock owned, directly or indirectly, by Indigo of any Person (collectively, the “Indigo Minority Interests”), other than any other Indigo Group Companies. All the Indigo Minority Interests are owned by Indigo or another Indigo Group Company, free and clear of all Liens.

(c) Except for its interests in the other Indigo Group Companies and the Indigo Minority Interests, Indigo does not own, directly or indirectly, any Capital Stock of any Person.

SECTION 4.03. Capitalization of Indigo Group Companies. (a) As of the date hereof, (i) the issued share capital of Indigo is SGD 363,185,875, comprising 5,304 Indigo Shares, (ii) no Indigo Shares are held by Indigo in its treasury or by any of its Subsidiaries and (iii) Indigo SARs with respect to 7,362,481 notional Indigo Shares held by Indigo Business Employees are outstanding. The Indigo Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to, or issued in violation of, any preemptive right or other antidilutive right, purchase option, call option, right of first refusal, subscription right, transfer restriction or any similar right under any provision of applicable Law, the Indigo Organizational Documents or any Contract to which Indigo or any Affiliate thereof is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of Indigo having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Indigo Shares may vote (“Voting Indigo Debt”). Except as set forth above, as of the date hereof, (i) there are no shares of capital stock of, or other equity or voting interests in, Indigo issued, reserved for issuance or outstanding and (ii) there are no options, rights, warrants, convertible or exchangeable securities (including debt securities), “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which any Indigo Group Company is a party or by which any of their respective properties or assets are bound (A) obligating any Indigo Group Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Indigo or any Voting Indigo Debt, (B) obligating any Indigo Group Company to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract, arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Indigo Shares (the items in clauses (i) and (ii), collectively, “Indigo Securities”). There are no Contracts outstanding of any kind that obligate any Indigo Group Company to repurchase, redeem or otherwise acquire, or register or otherwise qualify for sale in accordance with applicable Law, any Indigo Securities.

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(b) The document entitled “Outstanding Indigo SARs held by Indigo Business Employees” delivered by Indigo Parent to Monsoon as of the date of this Agreement sets forth, as of the date of this Agreement, (i) a complete and correct list of all outstanding Indigo SARs held by Indigo Business Employees, (ii) the number of notional Indigo Shares with respect to which such Indigo SARs are outstanding, (iii) the grant date, exercise price, vesting schedule and expiration date of each such Indigo SAR and (iv) the name of the holder of each such Indigo SAR. All outstanding Indigo SARs have been granted under the Indigo SAR Scheme. Other than the Indigo SARs set forth in the document delivered pursuant to this Section 4.03(b), none of the Indigo Group Companies has or could reasonably be expected to have any Liability in respect of any Indigo SARs.

(c) The document entitled “Outstanding Naspers Rollover RSUs” delivered by Indigo Parent to Monsoon as of the date of this Agreement sets forth, as of the date of this Agreement, (i) a complete and correct list of all outstanding Naspers Rollover RSUs, (ii) the number of shares of common stock of Naspers Limited or one of its Affiliates (as applicable) with respect to which such Naspers Rollover RSUs are outstanding, (iii) the grant date, vesting schedule and expiration date of each such Naspers Rollover RSU and (iv) the name of the holder of each such Naspers Rollover RSU. All outstanding Naspers Rollover RSUs have been granted under the Naspers Restricted Stock Plan Trust.

SECTION 4.04. Authority; Execution and Delivery; Enforceability. (a) Indigo Parent has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution and delivery by Indigo Parent of each Transaction Document to which it is or is contemplated to be a party and the consummation by Indigo Parent of the Transactions have been duly authorized by all necessary corporate action on the part of Indigo Parent, and no other corporate proceedings on the part of Indigo Parent are necessary to authorize the Transaction Documents or the consummation of the Transactions. Indigo Parent has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Indigo Parent in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). Prior to the Closing, Indigo Parent will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies).

(b) No affirmative vote or consent of holders of any class or series of Capital Stock of Indigo Parent is necessary to approve this Agreement or consummate any of the Transactions.

(c) Neither Indigo Parent nor Indigo are party to any shareholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. No “fair price”, “moratorium”, “control share acquisition”, “business combination”, “stockholder protection” or other similar antitakeover Law applicable with respect to Indigo Parent or Indigo applies to this Agreement or the Transactions.

SECTION 4.05. No Conflicts; Governmental Approvals. (a) The execution and delivery by Indigo Parent of each Transaction Document to which it is a party do not, the execution and delivery by Indigo Parent of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Indigo Parent or any Indigo Group Company

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under, any provision of (i) the Indigo Organizational Documents or the certificate or articles of incorporation and the bylaws or comparable organizational documents of any other Indigo Group Company, (ii) any Contract to which Indigo Parent or any Indigo Group Company is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings, consents and other matters referred to in Section 4.05(b), any Judgment or Law applicable to Indigo Parent or any Indigo Group Company or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not and would not reasonably be expected to (A) prevent or delay beyond the Outside Date consummation of the Transactions or (B) have an Indigo Material Adverse Effect.

(b) No Governmental Approval is required to be obtained or made by or with respect to Indigo Parent or any Indigo Group Company in connection with the execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) the Required Competition Filings, (ii) under any applicable international, Federal or state securities or “blue sky” Laws and (iii) such other Governmental Approvals, the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to (A) prevent or delay beyond the Outside Date consummation of the Transactions or (B) have an Indigo Material Adverse Effect.

SECTION 4.06. Title to Indigo Shares. Indigo Parent has, or upon completion of the Restructuring will have, good and valid title to the Indigo Shares, free and clear of all Liens, other than transfer restrictions imposed under applicable securities Laws (which transfer restrictions do not apply to the Acquisition). Assuming Monsoon has the requisite power and authority to be the lawful owner of the Indigo Shares, upon consummation of the Acquisition, good and valid title to such Indigo Shares will pass to Monsoon, free and clear of any Liens, other than those arising from acts of Monsoon or its Affiliates and transfer restrictions imposed under applicable securities Laws (which transfer restrictions do not apply to the Acquisition). Other than this Agreement, Indigo Parent is not party to any voting trust, stockholder agreement, proxy or other Contract with respect to the voting, redemption, sale, pledge, transfer or other disposition of the Indigo Shares.

SECTION 4.07. SEC Documents; Financial Statements; Undisclosed Liabilities. (a) No Indigo Group Company is subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

(b) Indigo Parent has made available to Monsoon (i) the reviewed (but unaudited) special purpose consolidated financial information of Indigo for the fiscal year ended March 31, 2016 (including any notes or schedules thereto) (the “Indigo Financial Statements”). The Indigo Financial Statements (i) present fairly in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Indigo (on a consolidated basis) as of the respective dates of and for the periods referred to in the Indigo Financial Statements, and (ii) were prepared in accordance with IFRS, applied on a consistent basis during the periods covered (except as may be indicated in the notes thereto). The books and records of the Indigo Group Companies are accurate and complete, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Indigo Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than Indigo and its Subsidiaries are required by IFRS to be included in the Indigo Financial Statements. Except as required by IFRS, Indigo has not, between March 31, 2016 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on March 31, 2016. For the avoidance of doubt, the fact that Monsoon was required to execute a hold harmless letter with the auditors engaged by Indigo Parent to review the Indigo Financial Statements shall not affect any representations and warranties made by Indigo Parent in, or any rights of Monsoon under, this Agreement.

(c) Indigo has established and maintains a system of internal control over financial reporting effective to provide reasonable assurances regarding the reliability of the consolidated financial reporting and the preparation of the consolidated financial statements of Indigo and its Subsidiaries in accordance in all material respects with IFRS. As of the date hereof, based on the most recently completed evaluation of Indigo’s internal

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control over financial reporting, (i) Indigo had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Indigo’s ability to record, process, summarize and report financial information and (ii) Indigo does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Indigo’s internal control over financial reporting.

(d) Indigo and its Subsidiaries do not have any liabilities, commitments or obligations of any nature, whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued, due or to become due (collectively, “Liabilities”), except (i) as disclosed, reflected, provided for or reserved against in the balance sheet included in the Indigo Financial Statements or the notes thereto (such balance sheet, together with the notes thereto, the “Indigo Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date of the Indigo Balance Sheet, (iii) for Liabilities arising out of or in connection with this Agreement, the other Transaction Documents or the Transactions (other than Liabilities arising out of or in connection with the Restructuring), (iv) for Liabilities arising out of or in connection with the Restructuring that, individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect and (v) for Liabilities that individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect.

(e) Neither Indigo nor any Indigo Group Company is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Indigo or any Indigo Group Company, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Indigo in the Indigo Financial Statements.

SECTION 4.08. Information Supplied. None of the information supplied or to be supplied by Indigo Parent for inclusion or incorporation by reference in the Proxy Statement (including any amendment or supplement thereto) contains or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

SECTION 4.09. Absence of Certain Changes. Since the date of the Indigo Balance Sheet and through the date hereof, the Indigo Business has been conducted in all material respects in the ordinary course consistent with past practice, and there has not been any Effect that, individually or in the aggregate, has had or would reasonably be expected to have an Indigo Material Adverse Effect. Since the date of the Indigo Balance Sheet and through the date hereof, no Indigo Group Company has taken any action that, if taken after the date of this Agreement, would constitute a breach of Section 6.02.

SECTION 4.10. Taxes. (a) All Tax Returns required to be filed by or on behalf of any of the Indigo Group Companies have been filed when due and in accordance with all applicable Laws. Each such Tax Return is complete and accurate in all material respects. No Indigo Group Company has requested any extension of time within which to file any Tax Return that has not yet been filed.

(b) All Taxes of the Indigo Group Companies have been duly and timely paid, or are being contested in good faith through appropriate proceedings and disclosed in Section 4.10(b) of the Indigo Parent Disclosure Letter, in accordance with all applicable Laws. The Indigo Group Companies have accrued on their books, records and accounts, in accordance with IFRS, all Taxes that are not yet due and payable.

(c) There are no Liens for Taxes upon the properties or assets of any of the Indigo Group Companies, except for statutory Liens for Taxes not yet due and payable.

(d) No Taxing Authority has asserted an adjustment that could reasonably be expected to result in any additional Taxes for which any of the Indigo Group Companies is or may be liable or that could reasonably be expected to result in the creation of a Lien on any properties or assets of any of the Indigo Group Companies.

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(e) No Tax or Tax Return of any of the Indigo Group Companies is under audit or examination by any Taxing Authority, and no written or, to the knowledge of Indigo Parent, unwritten notice of such an audit or examination has been received by any of the Indigo Group Companies. Each assessed deficiency resulting from any audit or examination by any Taxing Authority has been timely paid or is being contested in good faith through appropriate proceedings and disclosed in Section 4.10(e) of the Indigo Parent Disclosure Letter.

(f) No claim has been made, in writing, by any Taxing Authority in a jurisdiction where any of the Indigo Group Companies does not file a Tax Return that such Indigo Group Company is or may be subject to taxation by that jurisdiction in respect of Taxes that would be covered by or the subject of such Tax Return, which claim is still pending.

(g) There is no Contract or other document extending, or having the effect of extending, the period of assessment or collection of any Taxes, and no power of attorney with respect to any Taxes has been executed or filed with any Taxing Authority by or on behalf of any of the Indigo Group Companies.

(h) All related party transactions involving any of the Indigo Group Companies are at arm’s length and in compliance with the requirements governing related party transactions of any applicable Tax Law. Each of the Indigo Group Companies has maintained documentation (including any applicable transfer pricing studies) in connection with such related party transactions as may be required by applicable Tax Law.

(i) Each of the Indigo Group Companies has complied in all respects with all applicable Laws relating to the collection, payment and withholding of Taxes and has, within the time and manner prescribed by Law, collected, withheld from and paid over to the proper Governmental Entities all amounts required to be so collected, withheld and paid under applicable Law.

SECTION 4.11. Employee and Labor Matters. (a) Section 4.11(a) of the Indigo Parent Disclosure Letter sets forth a complete and accurate list, as of the date of this Agreement, of each material Indigo Business Benefit Plan.

(b) With respect to each material Indigo Business Benefit Plan, Indigo Parent has delivered or made available to Monsoon complete and accurate copies of (i) such Employee Benefit Plan, including any amendment thereto (or, in the case of any unwritten Employee Benefit Plan, a written description thereof), other than any Employee Benefit Plan that Indigo Parent is prohibited from making available to Monsoon as the result of applicable Law relating to the safeguarding of data privacy and (ii) the two most recent financial statements and actuarial or other valuation reports (if any) prepared with respect thereto.

(c) None of the execution and delivery of this Agreement or the consummation of any of the Transactions (alone or in conjunction with any other event, including any termination of employment) will (i) entitle any Indigo Business Employee to any compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any compensation or benefits or trigger any other obligation under any Indigo Business Benefit Plan or (iii) result in any breach or violation of or default under, or limit Monsoon or any Monsoon Subsidiary’s right to amend, modify or terminate, any Assumed Benefit Plan, in each case, except as provided in this Agreement or pursuant to applicable Law.

(d) Except as would not reasonably be expected to be a material Liability of any Indigo Group Company, Monsoon or any Monsoon Subsidiary following the Closing, with respect to all Indigo Business Employees, each Indigo Business Benefit Plan (and any related trust or other funding vehicle) has been administered in accordance with its terms and is in compliance with all applicable Laws. Except as would not reasonably be expected to be a material Liability of any Indigo Group Company, Monsoon or any Monsoon Subsidiary following the Closing, each of the Indigo Group Companies is in compliance with all applicable Laws with respect to the Assumed Benefit Plans. None of the Indigo Group Companies is party to any collective

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bargaining agreement, collective agreement, company or shop agreement, labor or trade union, works council, employee forum or other employee representative Contract applicable to or for the benefit of any Indigo Business Employee.

(e) No Indigo Group Company has incurred, or could reasonably be expected to incur, any material unfunded Liabilities in relation to any Indigo Business Benefit Plan that could reasonably be expected to become Liabilities of any Indigo Group Company, Monsoon or any Monsoon Subsidiary following the Closing;

(f) No Indigo Business Benefit Plan provides (i) any defined benefit pension plan benefits to any Indigo Business Employee or (ii) any post-retirement medical, dental or life insurance benefits to any Indigo Business Employee (other than coverage mandated by applicable Law).

(g) Except as would not reasonably be expected to be a material Liability of any Indigo Group Company, Monsoon or any Monsoon Subsidiary following the Closing, no Action (other than routine claims for benefits) is pending against or involves or, to the knowledge of Indigo Parent, is threatened against or threatened to involve, any Assumed Benefit Plan.

(h) None of the Indigo Group Companies is party to any material arrangement with labor or trade unions, works councils and other similar employee representative bodies (each a “Labor Union”) under which the Indigo Business Employees will have outstanding rights or obligations on and following the Closing.

(i) The Indigo Group Companies have (i) complied with all applicable Laws relating to employment, employment and labor practices, immigration, wages, hours and terms and conditions of employment with respect to the Indigo Business Employees and (ii) correctly classified Indigo Business Employees as employees or non-employees under applicable Laws except, in each case, for any such matters that would not reasonably be expected to be a material Liability of any Indigo Group Company, Monsoon or any Monsoon Subsidiary following the Closing.

(j) (i) Since January 1, 2014, there has been and there is no labor strike, dispute, request for representation, union organization attempt, walkout, work stoppage, slowdown or lockout against any Indigo Group Company in respect of any Indigo Business Employee in effect, pending or, to the knowledge of Indigo Parent, threatened; and (ii) no Indigo Group Company is subject to any pending Action pertaining to the Indigo Business Employees and, to the knowledge of Indigo Parent, no such Action is threatened.

(k) Except as would not, individually or in the aggregate, reasonably be expected to result in a material Liability of any Indigo Group Company, Monsoon or any Monsoon Subsidiary following the Closing, there are no legal or contractual requirements to provide notice to, enter into any consultation procedure with or obtain an opinion from any Labor Union recognized by any Indigo Group Company for collective consultation purposes in relation to any Indigo Business Employee, in connection with the execution of the Transaction Documents or the consummation of the Transactions.

(l) Section 4.11(l) of the Indigo Parent Disclosure Letter sets forth (i) the total number of employees of the Indigo Group Companies as of September 30, 2016 and (ii) the total cost of employment, which includes annual base salary and wages, incentive opportunities and the employer portion of the cost of participation in the applicable Indigo Business Benefit Plans, with respect to such employees for the six month period ended September 30, 2016.

(m) No amount or other entitlement that could be received (whether in cash or property or the vesting of property) as a result of the Transactions by any “disqualified individual”, as such term is defined in Treasury Regulation Section 1.280G-1, with respect to Indigo, under any Indigo Business Benefit Plan or other compensation arrangement would be characterized as an “excess parachute payment”, as such term is defined in Section 280G(b)(1) of the Code, and no such disqualified individual is entitled to receive any additional payment (including any tax gross up or other payment) from Indigo Parent or any of its Affiliates or any other Person in the event that the excise tax required by Section 4999(a) of the Code is imposed on such disqualified individual.

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SECTION 4.12. Litigation. A true, complete and correct list of any Actions pending or, to the knowledge of Indigo Parent, threatened against or affecting Indigo Parent or any Indigo Group Company, and any Judgments outstanding against Indigo Parent or any Indigo Group Company or to which Indigo Parent or any Indigo Group Company or any of their respective properties or assets is subject as of the date of this Agreement, and in each case which is reasonably likely to result in the imposition on Indigo Parent or any Indigo Group Company of damages in excess of $1,000,000 individually or any equitable relief that would be materially adverse to Indigo Parent or any Indigo Group Company, is set out in Section 4.12 of the Indigo Disclosure Letter. There is no Action pending or, to the knowledge of Indigo Parent, threatened against or affecting Indigo Parent or any Indigo Group Company (and Indigo Parent is not aware of any basis for any such Action) that would, individually or in the aggregate, reasonably be expected to prevent or delay beyond the Outside Date consummation of the Transactions. There is no Action pending or, to the knowledge of Indigo Parent, threatened against or affecting Indigo Parent or any Indigo Group Company (and Indigo Parent is not aware of any basis for any such Action) that, individually or in the aggregate, has had or would reasonably be expected to have an Indigo Material Adverse Effect, nor is there any Judgment outstanding against Indigo Parent or any Indigo Group Company or to which Indigo Parent or any Indigo Group Company or any of their respective properties or assets is subject that, individually or in the aggregate, has had or would reasonably be expected to have an Indigo Material Adverse Effect. This Section 4.12 does not relate to environmental claims, which are the subject of Section 4.14, or intellectual property matters, which are the subject of Section 4.17.

SECTION 4.13. Compliance with Applicable Laws. (a) The Indigo Group Companies are, and have been since January 1, 2014, in compliance with all applicable Laws (including those relating to related parties and occupational health and safety), except for instances of non-compliance that, individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect. The Restructuring has been, or will be, implemented in compliance with all applicable Laws, except for instances of non-compliance that, individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect. The Indigo Group Companies are, and have been since January 1, 2014, in compliance with the Indian foreign exchange regulations, as applicable. No Indigo Group Company has received any written communication since January 1, 2014 from a Governmental Entity that alleges that any Indigo Group Company is not in compliance in any material respect with any applicable Law, which alleged non-compliance has not been materially resolved. This Section 4.13 does not relate to Tax matters, which are the subject of Section 4.10, or Environmental Laws, which are the subject of Section 4.14.

(b) The Indigo Group Companies (i) are, and have been since January 1, 2014, in compliance in all material respects with applicable Anti-corruption Laws, (ii) since January 1, 2014, have not been investigated by any Governmental Entity with respect to, or been given notice by a Governmental Entity or any other Person of, any actual or alleged violation by any Indigo Group Company of any applicable Anti-corruption Laws and (iii) since January 1, 2014, have had an operational code of conduct that includes policies and procedures intended to enhance awareness of and compliance by the Indigo Group Companies with Anti-corruption Laws.

(c) No Indigo Group Company has directly or, to the knowledge of Indigo Parent, indirectly through its Representatives or any Person authorized to act on its behalf (including any distributor, agent, sales intermediary or other third party), offered, promised, paid, authorized or given money or anything of value to any Person for the purpose of (i) influencing any act or decision of any Government Official, (ii) inducing any Government Official to do or omit to do an act in violation of a lawful duty, (iii) securing any improper advantage or (iv) inducing any Government Official to influence the act or decision of a Governmental Entity in order to obtain or retain business or direct business to any Person in any way.

(d) The Indigo Group Companies have maintained complete and accurate books and records, including records of payments to any agents, consultants, representatives, third parties and Government Officials, in accordance with IFRS, in all material respects. There have been no false or fictitious entries made in the books and records of the Indigo Group Companies relating to any unlawful offer, payment, promise to pay, or authorization of the payment of any money, or unlawful offer, gift, promise to give, or authorization of the giving

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of anything of value, including any bribe, kickback or other illegal or improper payment, and the Indigo Group Companies have not established or maintained a secret or unrecorded fund.

(e) Since January 1, 2014, no Indigo Group Company has had a customer or supplier or other business relationship with, has been a party to any Contract with, or has engaged in any transaction with, any Person (i) that is organized or domiciled in or that is a citizen of Cuba, Iran, North Korea, Sudan or Syria (including any Governmental Entity within such country) or (ii) that is the subject of any international economic or trade sanction administered or enforced by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, the United Kingdom Export Control Organization or other relevant sanctions authority (including but not limited to being listed on the Specially Designated Nationals and Blocked Persons List administered by OFAC).

SECTION 4.14. Environmental Matters. (i) Each of the Indigo Group Companies hold, and are and have been in compliance with, all Governmental Approvals required for the Indigo Group Companies to conduct their respective businesses under Environmental Laws, and are and have been in compliance with all Environmental Laws, except for any instances of noncompliance which, individually or in the aggregate, have not had and would not reasonably be expected to have an Indigo Material Adverse Effect, (ii) no Indigo Group Company has any actual or contingent liabilities or obligations including any assumed, whether by contract or operation of law, liabilities or obligations, in connection with any Hazardous Materials or arising under any Environmental Laws in connection with the ownership or operation of its business, real properties or any formerly owned or operated divisions, subsidiaries, companies or real properties, that, individually or in the aggregate, have been and would not reasonably be expected to be material, (iii) no Indigo Group Company has disposed of, or arranged for the disposal of, Hazardous Materials at any onsite or offsite location, and (iv) no Indigo Group Company has received any written or oral communication from any person that alleges that any Indigo Group Company is not in compliance in any material respect with any Environmental Laws, or is subject to material liability under any Environmental Laws, the substance of which has not been materially resolved.

SECTION 4.15. Real Property. No Indigo Group Company owns any real property. Section 4.15 of the Indigo Parent Disclosure Letter sets forth a complete list as of the date of this Agreement of all real property and interests in real property leased by any Indigo Group Company (each, an “Indigo Leased Real Property”) and identifies the leases or subleases demising such Indigo Leased Real Property (each, an “Indigo Real Property Lease”). An Indigo Group Company has good and valid title to its leasehold estates in all Indigo Leased Real Property, in each case free and clear of all Liens, except (i) Liens securing indebtedness reflected in the latest Indigo Financial Statements, (ii) Liens consisting of zoning or planning restrictions, permits, easements, covenants and other restrictions or limitations on the use or occupancy of real property or irregularities in title thereto, which do not materially impair the use of such property as it is presently used or intended to be used in connection with the Indigo Business, (iii) Liens for current Taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate Actions and for which adequate reserves in accordance with IFRS have been established in the latest Indigo Financial Statements, (iv) mechanics’, carriers’, workmen’s, materialmen’s, repairmen’s and similar Liens arising in the ordinary course of business consistent with past practice for sums not yet due and payable and (v) Liens which do not and would not reasonably be expected to, individually or in the aggregate, materially and adversely affect the use and operation of such assets as they are presently used and operated or intended to be used and operated in connection with the Indigo Business (the items in clauses (i) through (v), collectively, “Indigo Permitted Liens”).

SECTION 4.16. Title to and Sufficiency of Assets. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Indigo Material Adverse Effect, (i) each Indigo Group Company has good and valid title to, or a valid leasehold interest in or license to, all of its personal property and other tangible assets and properties, in each case free and clear of all Liens other than Indigo Permitted Liens; (ii) such properties and assets constitute all of the properties and assets that are used in the operations of the Indigo Group Companies as presently conducted and are adequate to conduct the Indigo Business as presently conducted; and (iii) such properties and assets, taken as a whole, are in good operating condition and repair, normal wear and tear excepted.

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SECTION 4.17. Intellectual Property. (a) Section 4.17(a) of the Indigo Parent Disclosure Letter sets forth a true and complete list as of the date of this Agreement of all Intellectual Property Rights owned or purported to be owned by any Indigo Group Company (the “Owned Indigo Intellectual Property”) that are registered with a Governmental Authority. The registered Owned Indigo Intellectual Property is subsisting and, to the knowledge of Indigo Parent, valid and enforceable. An Indigo Group Company is the sole and exclusive owner of the Owned Indigo Intellectual Property, free and clear of all Liens other than nonexclusive licenses entered into in the ordinary course of business. No Indigo Group Company has granted any exclusive license in respect of any Owned Indigo Intellectual Property. As of the Closing Date, the Owned Indigo Intellectual Property will include all of the material Intellectual Property Rights owned or purported to be owned by Indigo Parent and its Affiliates prior to the Restructuring, to the extent that such material Intellectual Property Rights primarily relate to the Indigo Business as presently conducted.

(b) There are (i) no claims pending or threatened in writing against any Indigo Group Company by any Person (x) claiming that any Indigo Group Company is infringing, misappropriating or otherwise violating any Intellectual Property Rights of a third party in the operation or conduct of the Indigo Business as currently conducted (including any claim that any Indigo Group Company must license or refrain from using any Intellectual Property Right of any third party) or (y) challenging the validity, ownership, patentability, enforceability, registrability or use by any Indigo Group Company of any Owned Indigo Intellectual Property and (ii) to the knowledge of Indigo Parent, (1) the conduct of the Indigo Business is not (A) infringing upon, misappropriating, violating, diluting or constituting the unauthorized use of any Intellectual Property Rights of any third party, or (B) violating any rights of any Person to privacy or publicity and (2) no Person is infringing, misappropriating or violating the rights of any Indigo Group Company with respect to any Intellectual Property Rights used or held for use in the Indigo Business.

(c) Except for commercially available “off-the-shelf” Software licensed to any Indigo Group Company, the Owned Indigo Intellectual Property, together with all Intellectual Property Rights that the Indigo Group Companies license pursuant to the Contracts set forth in Section 4.18(a)(iv) of the Indigo Disclosure Letter (collectively, the “Indigo Intellectual Property”), constitutes all of the Intellectual Property Rights reasonably necessary for the conduct of the Indigo Business as currently conducted and as currently planned to be conducted.

(d) Each Indigo Group Company has taken commercially reasonable steps to obtain, maintain and protect the Indigo Intellectual Property. Without limiting the foregoing, (i) all confidential information, including any Trade Secrets constituting Indigo Intellectual Property have been maintained in confidence in accordance with protection procedures customarily used in the industry to protect information of like importance and (ii) none of the Indigo Group Companies or, to the knowledge of Indigo Parent, any third party, has disclosed any of the confidential information, including Trade Secrets, owned by or accessible to the Indigo Group Companies to any other Person (except in the ordinary course of business consistent with past practice and subject to written obligations of confidence).

(e) All employees and contractors that have created, invented or improved any Owned Indigo Intellectual Property have executed valid and binding agreements in which they have irrevocably assigned exclusive ownership of all of their rights in and to such Intellectual Property Rights to an Indigo Group Company. To the knowledge of Indigo Parent, no party to any such agreement is in material breach thereof.

(f) No Indigo Group Company is or has been a member of or a contributor to any industry standards-setting body or similar organization in connection with the Indigo Business that requires or obligates any Indigo Group Company to grant or offer to any other Person any license or right to any Owned Indigo Intellectual Property.

(g) No funding, facilities or personnel of any Governmental Authority were used to develop or create, in whole or in part, any Owned Indigo Intellectual Property in a manner that has resulted in any such Governmental Authority having any rights or interests in any such Owned Indigo Intellectual Property.

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(h) Since January 1, 2014, the conduct of the Indigo Business has been and is in compliance in all material respects with any and all applicable Laws, contractual requirements of each Indigo Group Company, terms of use and Privacy Statements of each Indigo Group Company pertaining to data protection or information privacy, security, and the collection, use and disclosure of any Personal Data by or on behalf of any Indigo Group Company. The Indigo Group Companies have used reasonable best efforts to protect the secrecy of Personal Data that the Indigo Group Companies (or any Person on behalf of the Indigo Group Companies) collects, stores, uses or maintains for the conduct of the Indigo Business and to prevent unauthorized use, disclosure, loss, processing, transmission or destruction of or access to such information by any other Person. To the knowledge of Indigo Parent, since January 1, 2014 there have been no unauthorized processing or disclosures of access to data or any intrusions or breaches of security, relating to any Personal Data collected, stored, used or maintained by or on behalf of any Indigo Group Company. None of the Indigo Group Companies has been legally required to provide any notices to data owners in connection with a disclosure of Personal Data or other non-public information, nor have the Indigo Group Companies provided any such notice. There are no claims pending or, to the knowledge of Indigo Parent, threatened against the Indigo Group Companies alleging a violation of any other Person’s Personal Data or privacy or data rights.

(i) The Indigo Group Companies have taken all reasonable measures to preserve and maintain the performance and security of all Software, hardware, databases, computer equipment, communications networks, data centers, and other information technology systems owned or leased by the Indigo Group Companies (“Indigo IT Systems”). To the knowledge of Indigo Parent, no Indigo IT System contains any Malicious Code. The Indigo Group Companies use commercially reasonable measures designed to prevent the introduction of Malicious Code into Indigo IT Systems, including firewall protections and virus scans. Since January 1, 2014, to the knowledge of Indigo Parent (i) there has been no material failure with respect to any Indigo IT System and (ii) there has been no unauthorized access to or use of any Indigo IT System by a third party.

(j) No Software code or data library is present in any Software contained within the Owned Indigo Intellectual Property (the “Indigo Proprietary Software”) that is licensed as freeware, shareware, open source software or under similar licensing models that (i) requires or conditions the use or distribution of any Indigo Proprietary Software, as used or distributed in the conduct of the Indigo Business as presently conducted, or planned to be conducted, on the disclosure, licensing or distribution of any source code for any portion of such Indigo Proprietary Software at no additional charge, (ii) prohibits or limits the receipt of consideration in connection with the licensing, sublicensing or distributing any Indigo Proprietary Software, (iii) requires (or could or does condition the use or distribution of such Indigo Proprietary Software on) the granting (x) to third parties of the right to make derivative works or other modifications to such Indigo Proprietary Software or portions thereof or (y) of a license under the Owned Indigo Intellectual Property.

SECTION 4.18. Material Contracts. (a) Section 4.18(a) of the Indigo Parent Disclosure Letter sets forth a true and complete list, as of the date hereof, of each of the following Contracts to which any Indigo Group Company is a party or by which any Indigo Group Company or any of their respective properties or assets is bound (including any amendments, supplements and modifications thereto):

(i) any non-competition agreement, non-solicitation agreement, exclusive distribution, franchise or licensing agreement or other Contract that includes any provision which materially limits any Indigo Group Company from engaging in any activity or conducting business with any Person or in any geographic area or from soliciting employees or personnel of any Person;

(ii) any Contract that relates to the formation, creation, governance or control of any partnership, joint venture or similar arrangement, or any collaboration, cooperation or partnering Contract, in each case that is material to the Indigo Business and for which the closing of the relevant transaction has not occurred;

(iii) any Contract that relates to the acquisition or disposition of any business, whether by merger, sale of stock, sale of assets or otherwise, in each case for which the closing of the relevant transaction has not occurred;

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(iv) any Contract with any Related Person of any Indigo Group Company (other than the agreements covered by clause (i) and any Indigo Business Benefit Plan);

(v) any material Contract pursuant to which any Third Party Approval is required pursuant to a “change of control” or similar clause;

(vi) any Contract entered into other than on commercial arm’s length terms;

(vii) any currency exchange, interest rate exchange, commodity exchange or similar Contract;

(viii) any Contract entered into by any Indigo Group Company in connection with the settlement or other resolution of any material Action imposing operational restrictions or conduct requirements on Indigo or any Indigo Group Company or any of their respective Affiliates (including Monsoon and its Affiliates after the Closing Date);

(ix) any Contract (other than Contracts entered into in the ordinary course of business consistent with past practice) which provides for aggregate future sums due from any Indigo Group Company or an aggregate future liability (contingent or otherwise) to any Person (in each case other than any Indigo Group Company) in excess of $1,000,000; or

(x) any other Contract other than as set forth above to which any Indigo Group Company is a party or by which it or any of its assets or businesses is bound or subject that is material to the Indigo Business or the use or operation of their assets.

(b) (i) All Contracts set forth or required to be set forth in Section 4.18(a) of the Indigo Disclosure Letter (the “Indigo Material Contracts”) are valid, binding and in full force and effect and are enforceable by Indigo or its applicable Subsidiary in accordance with their terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies) (ii) Indigo or its applicable Subsidiary has performed all material obligations required to be performed by it under the Indigo Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or material default thereunder and, to the knowledge of Indigo Parent, no other party to any Indigo Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither Indigo nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any Indigo Material Contract, and (iv) neither Indigo nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, terminate, change the scope of rights under or fail to renew any Indigo Material Contract. True and complete copies of each written Indigo Material Contract, and a summary of each oral Indigo Material Contract, listed in Section 4.18(a) of the Indigo Disclosure Letter (including all written modifications and amendments thereto and waivers thereunder) have been made available to Monsoon.

(c) Upon Closing, no Contract to which Indigo Parent or any Affiliate thereof (other than Monsoon or any Monsoon Subsidiary) is a party will be in effect which purports to legally bind, or impose any duty, obligation or other Liability of any kind (except for any confidentiality obligations that may arise as a result of any Indigo Group Company sharing any information with Monsoon or any of its Affiliates that is subject to the terms of a confidentiality agreement with a third party) on, either expressly or through a reference to affiliates of Indigo Parent or such Affiliate thereof that is party thereto (or words of similar import), Monsoon or any Monsoon Subsidiary in a manner that would reasonably be expected to have a material adverse effect on the Monsoon Business.

SECTION 4.19. Receivables. All the accounts receivable of the Indigo Group Companies (a) represent actual indebtedness incurred by the applicable account debtors and (b) have arisen from bona fide transactions in the ordinary course of the business of the Indigo Group Companies. To the knowledge of Indigo Parent, all such accounts receivable are good and collectible at the aggregate recorded amounts thereof, net of any applicable reserves for doubtful accounts reflected on the Indigo Balance Sheet. Since the date of the Indigo Balance Sheet,

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there have not been any write-offs as uncollectible of any customer accounts receivable of the Indigo Group Companies, except for write-offs in the ordinary course of the business of the Indigo Group Companies and consistent with past practice.

SECTION 4.20. Permits. The Indigo Group Companies have all required Governmental Approvals necessary for the conduct of their business and the use of their properties and assets, as presently conducted and used, and each of such Governmental Approvals is valid, subsisting and in full force and effect, except where the failure to have or maintain such Governmental Approvals, individually or in the aggregate, has not had and would not reasonably be expected to have an Indigo Material Adverse Effect. The operation of the business of the Indigo Group Companies as currently conducted is not, and has not been since January 1, 2014, in violation of, nor is any Indigo Group Company in default or violation under, any Governmental Approval (except for such past violation or default as has been remedied and imposes no continuing obligations or costs on the Indigo Group Companies), and, to the knowledge of Indigo Parent, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation of any term, condition or provision of any Governmental Approval, except where such default or violation of such Governmental Approval, individually or in the aggregate, has not had and would not reasonably be expected to have, an Indigo Material Adverse Effect. There are no actions pending or, to the knowledge of Indigo Parent, threatened, that seek the revocation, cancellation or modification of any Governmental Approval, except where such revocation, cancellation or modification, individually or in the aggregate, has not had and would not reasonably be expected to have, an Indigo Material Adverse Effect. Since January 1, 2014, no Indigo Group Company has received or been subject to any written notice, charge, claim or assertion, or to the knowledge of Indigo Parent, any other notice, charge, claim or assertion, in each case, alleging any violations of or noncompliance with any Governmental Approval, nor to the knowledge of Indigo Parent, has any such notice, charge, claim or assertion been threatened, except where such notice, charge, claim or assertion, individually or in the aggregate, has not had and would not reasonably be expected to have, an Indigo Material Adverse Effect.

SECTION 4.21. Insurance. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an Indigo Material Adverse Effect, (a) Indigo and its Subsidiaries maintain insurance in such amounts and against such risks as is sufficient to comply with applicable Law and in accordance with standard industry practices, (b) all insurance policies of Indigo and its Subsidiaries are in full force and effect, except for any expiration thereof in accordance with the terms thereof, and all premiums required to be paid thereon have been paid in accordance with the payment terms of such insurance policy so as not to result in a termination or lapse in coverage and (c) neither Indigo nor any of its Subsidiaries is in breach of, or default under, any such insurance policy or has taken any action or failed to take any action which, with notice or lapse of time, would constitute such a breach or default or permit termination or modification of any of the insurance policies. Since January 1, 2014, neither Indigo nor any of its Subsidiaries has received any written notice of cancellation, invalidation or termination or, as of the date of this Agreement, denial of coverage, rejection of a material claim or material adjustment in the amount of the premiums payable under any material insurance policy maintained by Indigo or any of its Subsidiaries.

SECTION 4.22. Customers. Section 4.22 of the Indigo Parent Disclosure Letter sets forth a true and complete list of each customer of any Indigo Group Company which accounted for more than 1% of the consolidated total revenues of the Indigo Group Companies during the most recent fiscal year (each, a “Significant Indigo Customer”). Since the date of the Indigo Balance Sheet, (i) no Significant Indigo Customer has notified any Indigo Group Company that it has terminated, or intends to terminate, its customer relationship with any Indigo Group Company, (ii) there has been no material adverse change in the overall terms and conditions, or any material term (including credit terms), on which any Indigo Group Company conducts business with such Significant Indigo Customer or (iii) any other material adverse change in the business relationship of any Indigo Group Company with any Significant Indigo Customer.

SECTION 4.23. Suppliers. Section 4.23 of the Indigo Parent Disclosure Letter sets forth a true and complete list of each supplier or service provider which accounted for more than 5% of the consolidated total

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expenditures of the Indigo Group Companies during the most recent fiscal year (each, a “Significant Indigo Supplier”). Since the date of the Indigo Balance Sheet, (i) no Significant Indigo Supplier has notified any Indigo Group Company that it has terminated, or intends to terminate, its supplier or service provider relationship with any Indigo Group Company, (ii) there has been no material adverse change in the overall terms and conditions, or any material term (including credit terms), on which any Indigo Group Company conducts business with such Significant Indigo Supplier or (iii) any other material adverse change in the business relationship of any Indigo Group Company with any Significant Indigo Supplier.

SECTION 4.24. Private Offering. Neither Indigo Parent nor any Indigo Group Company nor any of their Affiliates or Representatives have issued, sold or offered any security of Indigo to any Person under circumstances that would cause the sale of any of the Indigo Shares, as contemplated by this Agreement, to be subject to the registration requirements of the Securities Act or to comparable requirements of applicable Law in any other jurisdiction.

SECTION 4.25. Brokers. Except for the fees payable to Indigo Parent’s financial advisor in connection with the Transactions, neither Indigo Parent nor any Indigo Group Company nor any of their respective officers or directors on behalf of Indigo Parent or such Indigo Group Company has employed any financial advisor, investment banker, broker or finder or incurred any liability for any financial advisory fee, investment banking fee, broker’s fee, commission or finder’s fee in connection with any of the Transactions. The fees and expenses of Indigo Parent’s financial advisor will be paid by Indigo Parent.

ARTICLE V

Representations and Warranties of Monsoon

Monsoon represents and warrants to Indigo Parent and Indigo that, as of the date hereof and as of the Closing Date, except as disclosed (i) in the manner contemplated in Section 1.03(b), in the letter, dated as of the date hereof, from Monsoon to Indigo Parent (the “Monsoon Disclosure Letter”) or (ii) in a manner reasonably apparent in the documents filed with, or furnished to, the SEC by Monsoon and publicly available prior to the date hereof and after January 1, 2014 (including exhibits and other information incorporated by reference therein), other than disclosures in the “Risk Factors” sections thereof or other disclosure statements included therein that are cautionary, predictive or forward-looking in nature:

SECTION 5.01. Organization, Standing and Power. Each of Monsoon and each Monsoon Subsidiary is a corporation or other entity duly organized, validly existing and, to the extent applicable, in good standing under the laws of the jurisdiction of its organization and has the requisite corporate or other entity power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. Each of Monsoon and each Monsoon Subsidiary is duly licensed or qualified to do business in each jurisdiction in which the nature of the business conducted by it or the character or location of the properties and assets owned or leased by it makes such licensing or qualification necessary, except where the failure to be so licensed or qualified, has not had and would not reasonably be expected to have, individually or in the aggregate, a Monsoon Material Adverse Effect. The copies of the certificate or articles of incorporation and bylaws or comparable organizational documents of Monsoon (collectively, the “Monsoon Organizational Documents”) as provided to Monsoon or otherwise as most recently filed with the Monsoon SEC Documents are true, complete and correct copies of such documents as in effect as of each of the date of this Agreement and the Closing Date, as applicable. Monsoon is not in violation of any of the provisions of the Monsoon Organizational Documents. The stock certificate and transfer books and the minute books of Monsoon and each of its Subsidiaries (which have been made available for inspection by Indigo Parent prior to the date hereof) are true and complete. Each of Monsoon and its Subsidiaries is not a party to and has not taken any corporate action or other action (including in respect of breaches of statutory obligations or otherwise), nor have any steps been taken or Actions been commenced against Monsoon and its Subsidiaries, for their liquidation, winding-up, dissolution, reorganization or

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administration (including receivership, bankruptcy, insolvency, examinership, moratorium or intervention Actions) or for the appointment of a liquidator, receiver, trustee, administrator, administrative receiver or similar officer with respect to all or any of their respective assets, and each of Monsoon and its Subsidiaries is not insolvent under the laws of their respective jurisdiction of incorporation or unable to pay its debts. Each of Monsoon and its Subsidiaries has not been dissolved and is not required to be dissolved under the laws of its jurisdiction of incorporation.

SECTION 5.02. Monsoon Subsidiaries; Equity Interests. (a) Section 5.02(a) of the Monsoon Disclosure Letter sets forth, as of the date hereof, a true and complete list of each Monsoon Subsidiary, its jurisdiction of organization and the authorized, issued and outstanding Capital Stock of each such Monsoon Subsidiary. Each outstanding share of Capital Stock of each Monsoon Subsidiary is duly authorized, validly issued without breach of any existing pre-emptive rights, fully paid, nonassessable and free of preemptive rights and is owned, beneficially and of record, by Monsoon or one or more Monsoon Subsidiaries, free and clear of all Liens. There are no outstanding Contractual obligations of Monsoon or any Monsoon Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Monsoon Subsidiary or any other Person, other than guarantees by Monsoon or any Monsoon Subsidiary of any indebtedness or other obligations of Monsoon or any Monsoon Subsidiary.

(b) Section 5.02(b) of the Monsoon Disclosure Letter sets forth, as of the date hereof, a true and complete list of all Capital Stock owned, directly or indirectly, by Monsoon of any Person (collectively, the “Monsoon Minority Interests”), other than the Monsoon Subsidiaries. All the Monsoon Minority Interests are owned by Monsoon or a Monsoon Subsidiary, free and clear of all Liens.

(c) Except for its interests in the Monsoon Subsidiaries and the Monsoon Minority Interests, Monsoon does not own, directly or indirectly, any Capital Stock of any Person.

SECTION 5.03. Monsoon Capitalization. (a) As of the date hereof, (i) the stated capital of Monsoon is $232,042,993.29, comprising 41,679,735 ordinary shares with a par value $0.0005 per share (the “Monsoon Ordinary Shares”), (ii) 659,939 Monsoon Ordinary Shares are held by Monsoon in its treasury and no Monsoon Ordinary Shares are held by any Monsoon Subsidiary, (iii) 378,312 Monsoon Ordinary Shares are subject to outstanding Monsoon Options, (iv) 3,446,393 Monsoon Ordinary Shares are subject to outstanding Monsoon Restricted Stock Units and (v) 3,095,840 Monsoon Ordinary Shares will be reserved and available for issuance pursuant to the Monsoon Stock Plans prior to the Closing after Monsoon has taken the actions to amend the Monsoon 2010 Share Incentive Plan in accordance with Section 7.06. Other than the Monsoon Ordinary Shares, there are no other shares of Capital Stock of Monsoon issued under the Monsoon Organizational Documents. All outstanding Monsoon Ordinary Shares are duly authorized, validly issued, fully paid and non-assessable and are not subject to, or issued in violation of, any preemptive right or other antidilutive right, purchase option, call option, right of first refusal, subscription right, transfer restriction or any similar right under any provision of applicable Law, the Monsoon Organizational Documents or any Contract to which Monsoon or any Affiliate thereof is a party or otherwise bound. Other than the Convertible Notes, there are no bonds, debentures, notes or other indebtedness of Monsoon having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of Monsoon Ordinary Shares may vote (“Voting Monsoon Debt”). Except as set forth above, as of the date hereof, (i) there are no shares of capital stock of, or other equity or voting interests in, Monsoon issued, reserved for issuance or outstanding and (ii) other than the Convertible Notes, there are no options, rights, warrants, convertible or exchangeable securities (including debt securities), “phantom” stock or other equity rights, stock-based performance units, commitments, Contracts or undertakings of any kind to which Monsoon or any Monsoon Subsidiary is a party or by which any of their respective properties or assets is bound (A) obligating Monsoon or any Monsoon Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or any security convertible or exercisable for or exchangeable into any capital stock of or other equity or voting interests in, Monsoon or any Voting Monsoon Debt, (B) obligating Monsoon or any Monsoon Subsidiary to issue, grant, extend or enter into any such option, right, warrant, security, commitment, Contract,

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arrangement or undertaking or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights accruing to holders of Monsoon Ordinary Shares (the items in clauses (i) and (ii), collectively, “Monsoon Securities”). There are no Contracts outstanding of any kind that obligate Monsoon or any Monsoon Subsidiary to repurchase, redeem or otherwise acquire, or register or otherwise qualify for sale in accordance with applicable Law, any Monsoon Securities.

(b) All of the Class B Shares and Optional Shares (if applicable) to be allotted and issued to Indigo Parent pursuant to this Agreement will be, at the time of allotment and issuance, duly authorized, validly issued, fully paid up and non-assessable, and (other than as set out in this Agreement and in the Terms of Issue) will not be subject to, or issued in violation of, any preemptive right or other antidilutive right, purchase option, call option, right of first refusal, subscription right, transfer restriction or any similar right under any provision of applicable Law, the Monsoon Organizational Documents or any Contract to which Monsoon or any Affiliate thereof is a party or otherwise bound.

(c) The document entitled “Monsoon Stock Plan” delivered by Monsoon to Indigo Parent as at the date of this Agreement sets forth, as of the date of this Agreement, (i) a complete and correct list of all outstanding Monsoon Options and all outstanding Monsoon Restricted Stock Units and (ii) the grant date, exercise price, vesting schedule and expiration date of each such Monsoon Option and Monsoon Restricted Stock Unit and (iii) the name of the holder of each such Monsoon Option and Monsoon Restricted Stock Unit. All outstanding Monsoon Options and Monsoon Restricted Stock Units have been granted under the Monsoon Stock Plans. Other than the Monsoon Options and Monsoon Restricted Stock Units, as of the date of this Agreement, there are no outstanding rights of any Person to receive Monsoon Ordinary Shares under the Monsoon Stock Plans or on a deferred basis or otherwise.

SECTION 5.04. Authority; Execution and Delivery; Enforceability. (a) Monsoon has all requisite power and authority to execute and deliver each Transaction Document to which it is or is contemplated to be a party, to perform and comply with its obligations thereunder and to consummate the Transactions. The execution and delivery by Monsoon of each Transaction Document to which it is or is contemplated to be a party and the consummation by Monsoon of the Transactions have been duly authorized by all necessary corporate action on the part of Monsoon, and except for such further action of the Monsoon Board required to establish the Record Date and subject to obtaining the Monsoon Shareholder Approval, no other corporate proceedings on the part of Monsoon are necessary to authorize the Transaction Documents or the consummation of the Transactions. Monsoon has duly executed and delivered this Agreement, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes its legal, valid and binding obligation, enforceable against Monsoon in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies). Prior to the Closing, Monsoon will have duly executed and delivered each other Transaction Document to which it is or is contemplated to be a party, and, assuming due authorization, execution and delivery by the other parties thereto, each other Transaction Document to which it is or is contemplated to be a party will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms (except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies).

(b) The Monsoon Board, at a meeting duly called and held, has adopted resolutions (i) approving this Agreement and the other Transaction Documents to which Monsoon is or is contemplated to be a party and the consummation of the Acquisition, the Share Issuance and the other Transactions, (ii) determining that the terms of this Agreement and the Transactions are fair to, and are in the best interests of, Monsoon and its shareholders, (iii) declaring that this Agreement is advisable, (iv) directing that this Agreement be submitted to the shareholders of Monsoon for adoption and approval and (v) recommending that the shareholders of Monsoon adopt and approve this Agreement and the Transactions, which resolutions have not been subsequently rescinded, modified or withdrawn in any way.

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(c) The only vote or consent of holders of any class or series of Capital Stock of Monsoon necessary to approve this Agreement and the consummation of the Acquisition, the Share Issuance and the other Transactions is the affirmative vote of a majority of the voting power of the Monsoon Ordinary Shares present in person or represented by proxy and voting on the issue at the Monsoon Shareholders’ Meeting (collectively, the “Monsoon Shareholder Approval”).

(d) Monsoon is not a party to any shareholder rights agreement, “poison pill” or similar anti-takeover agreement or plan. No “fair price”, “moratorium”, “control share acquisition”, “business combination”, “stockholder protection” or other similar antitakeover Law applicable with respect to Monsoon applies to this Agreement or the Transactions.

(e) The Monsoon Board (or, if appropriate, any committee administering the Monsoon Stock Plans) has adopted such resolutions or taken such other actions as may be required to ensure that no Monsoon equity awards will become vested or exercisable in connection with the Transactions.

SECTION 5.05. No Conflicts; Governmental Approvals. (a) The execution and delivery by Monsoon of each Transaction Document to which it is a party do not, the execution and delivery of each Voting Agreement by each party thereto do not, the execution and delivery by Monsoon of each Transaction Document to which it is contemplated to be a party will not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (or an event that, with or without notice or lapse of time or both, would become a default) under, or give rise to a right of termination, cancelation or acceleration of any obligation or to loss of a material benefit under, or, to the knowledge of Monsoon as of the date hereof, give rise to an obligation to make an offer to purchase, or an obligation to purchase, securities from any shareholder of Monsoon under, or to increased, additional, accelerated or guaranteed rights or entitlements of any Person under, or result in the creation of any Lien upon any of the properties or assets of Monsoon or any Monsoon Subsidiary under, any provision of (i) the Monsoon Organizational Documents or the certificate or articles of incorporation and the bylaws or comparable organizational documents of any Monsoon Subsidiary, (ii) any Contract to which Monsoon or any Monsoon Subsidiary is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings, consents and other matters referred to in Section 5.05(b), any Judgment or Law applicable to Monsoon or any Monsoon Subsidiary or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any such item that, individually or in the aggregate, has not and would not reasonably be expected to (A) prevent or delay beyond the Outside Date consummation of the Transactions or (B) have a Monsoon Material Adverse Effect.

(b) No Governmental Approval is required to be obtained or made by or with respect to Monsoon or any Monsoon Subsidiary in connection with the execution, delivery and performance of any Transaction Document to which it is a party or the consummation of the Transactions, other than (i) the Required Competition Filings, (ii) under the Securities Act, the Exchange Act, any other applicable international, Federal or state securities or “blue sky” Laws and the NASDAQ Stock Market Rules and (iii) such other Governmental Approvals, the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to (A) prevent or delay beyond the Outside Date consummation of the Transactions or (B) have a Monsoon Material Adverse Effect.

SECTION 5.06. SEC Documents; Financial Statements; Undisclosed Liabilities. (a) Monsoon has filed or furnished all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by Monsoon with the SEC since January 1, 2014 pursuant to the Securities Act or the Exchange Act (collectively, the “Monsoon SEC Documents”). None of the Monsoon Subsidiaries are required to make any filings with the SEC. As of its respective effective date (in the case of Monsoon SEC Documents that are registration statements filed pursuant to the Securities Act) and as of its respective filing date (in the case of all other Monsoon SEC Documents) and, if amended, as of the date of the last amendment prior to the date of this Agreement, each Monsoon SEC Document complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the Monsoon SEC

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Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(b) The audited consolidated financial statements and unaudited interim consolidated financial statements of Monsoon included or incorporated by reference in the Monsoon SEC Documents (including, in each case, any notes or schedules thereto) and all related compilations, reviews and other reports issued by Monsoon’s accountants with respect thereto (collectively, the “Monsoon Financial Statements”) (i) comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) present fairly in all material respects the financial condition and the results of operations, cash flows and changes in shareholders’ equity of Monsoon (on a consolidated basis) as of the respective dates of and for the periods referred to in the Monsoon Financial Statements, (iii) were prepared in accordance with IFRS, applied on a consistent basis during the periods covered (except as may be indicated in the notes thereto and subject, in the case of unaudited interim financial statements, to normal year-end adjustments and the absence of notes), and (iv) meet the requirements of Regulation S-X promulgated under the Securities Act and the Exchange Act. The books and records of Monsoon and its Subsidiaries are accurate and complete in all material respects, have been maintained in accordance with sound business practices and accurately present and reflect in all material respects all of the transactions and actions therein described and the Monsoon Financial Statements have been prepared, in all material respects, in accordance with such books and records. No financial statements of any Person other than Monsoon and its Subsidiaries are required by IFRS to be included in the consolidated financial statements of Monsoon. Except as required by IFRS, Monsoon has not, between January 1, 2014 and each of the date of this Agreement and the Closing Date, as applicable, made or adopted any material change in its accounting methods, practices or policies in effect on January 1, 2014.

(c) Monsoon is in compliance in all material respects with (i) the applicable provisions of the Sarbanes-Oxley Act of 2002 and the related rules and regulations promulgated thereunder (the “Sarbanes-Oxley Act”) and (ii) the applicable listing and corporate governance rules and regulations of NASDAQ.

(d) To the knowledge of Monsoon, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to any Monsoon SEC Documents and none of the Monsoon SEC Documents is the subject of ongoing SEC review. There are no internal investigations, any SEC inquiries or investigations or other governmental inquiries or investigations, to the knowledge of Monsoon, pending or threatened, in each case regarding any accounting practices of Monsoon.

(e) Monsoon has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 and paragraph (e) of Rule 15d-15 under the Exchange Act) as required by Rules 13a-15 and 15d-15 under the Exchange Act. Monsoon’s disclosure controls and procedures are designed to ensure that all information (both financial and non-financial) required to be disclosed by Monsoon in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Monsoon’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. Monsoon’s management has completed an assessment of the effectiveness of Monsoon’s disclosure controls and procedures and, to the extent required by applicable Law, presented in any applicable Monsoon SEC Document that is a report on Form 20-F or filed on Form 6-K, or any amendment thereto, its conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by such report or amendment based on such evaluation. As of the date hereof, based on Monsoon management’s most recently completed evaluation of Monsoon’s internal control over financial reporting, (i) Monsoon had no significant deficiencies or material weaknesses in the design or operation of its internal control over financial reporting that would reasonably be expected to adversely affect Monsoon’s ability to record, process, summarize and report financial information and (ii) Monsoon does not have knowledge of any fraud, whether or not material, that involves management or other employees who have a significant role in Monsoon’s internal control over financial reporting.

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(f) Monsoon and its Subsidiaries do not have any Liabilities, except (i) as disclosed, reflected, provided for or reserved against in the most recent audited balance sheet included in the Monsoon Financial Statements or the notes thereto and the quarter end consolidated balance sheets of Monsoon included in subsequent quarterly period reports filed prior to the date hereof (such audited and quarter end balance sheets, together with the notes thereto, the “Monsoon Balance Sheet”), (ii) for Liabilities incurred in the ordinary course of business since the date of the Monsoon Balance Sheet, (iii) for Liabilities arising out of or in connection with this Agreement, the other Transaction Documents or the Transactions and (iv) for Liabilities that, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Monsoon Material Adverse Effect.

(g) Neither Monsoon nor any Monsoon Subsidiary is a party to, or has any Contract to become a party to, any joint venture, off-balance sheet partnership or any similar Contract, including any Contract relating to any transaction or relationship between or among Monsoon or any Monsoon Subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any off-balance sheet arrangements where the purpose of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, Monsoon in the Monsoon Financial Statements or any Monsoon SEC Documents.

SECTION 5.07. Information Supplied. None of the information supplied or to be supplied by Monsoon for inclusion or incorporation by reference in the Proxy Statement (including any amendment or supplement thereto) contains or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and other applicable Law.

SECTION 5.08. Absence of Certain Changes or Events. Since the date of the Monsoon Balance Sheet and through the date hereof, the Monsoon Business has been conducted in all material respects in the ordinary course consistent with past practice, and there has not been any Effect that, individually or in the aggregate, has had or would reasonably be expected to have a Monsoon Material Adverse Effect. Since the date of the Monsoon Balance Sheet and through the date hereof, neither Monsoon nor any Monsoon Subsidiary has taken any action that, if taken after the date of this Agreement, would constitute a breach of Section 6.01.

SECTION 5.09. Taxes. (a) All Tax Returns required to be filed by or on behalf of Monsoon or any of the Monsoon Subsidiaries have been filed when due and in accordance with all applicable Laws. Each such Tax Return is complete and accurate in all material respects. Neither Monsoon nor any of the Monsoon Subsidiaries has requested any extension of time within which to file any Tax Return that has not yet been filed.

(b) All Taxes of Monsoon and the Monsoon Subsidiaries have been duly and timely paid, or are being contested in good faith through appropriate proceedings and disclosed in Section 5.09(b) of the Monsoon Disclosure Letter, in accordance with all applicable Laws. Monsoon and the Monsoon Subsidiaries have accrued on their books, records and accounts, in accordance with IFRS, all Taxes that are not yet due and payable.

(c) There are no Liens for Taxes upon the properties or assets of Monsoon or any of the Monsoon Subsidiaries, except for statutory Liens for Taxes not yet due and payable.

(d) No Taxing Authority has asserted an adjustment that could reasonably be expected to result in any additional Taxes for which Monsoon or any of the Monsoon Subsidiaries is or may be liable or that could reasonably be expected to result in the creation of a Lien on any properties or assets of Monsoon or any of the Monsoon Subsidiaries.

(e) No Tax or Tax Return of Monsoon or any of the Monsoon Subsidiaries is under audit or examination by any Taxing Authority, and no written or, to the knowledge of Monsoon, unwritten notice of such an audit or examination has been received by Monsoon or any of the Monsoon Subsidiaries. Each assessed

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