As filed with the Securities and Exchange Commission on June 4, 2021

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

MakeMyTrip Limited

(Exact name of registrant as specified in its charter)

19^th Floor, Building No. 5

DLF Cyber City

Gurugram, India, 122002

(Address of principal executive offices)

MakeMyTrip 2010 Share Incentive Plan

(Full title of the plan)

MakeMyTrip Inc.
60 East 42nd Street

Suite 605
New York, New York 10165

(Name and address of agent for service)

(212) 760-1511

(Telephone number, including area code, of agent for service)

Copies to:

Michael W. Sturrock, Esq.
Rajiv Gupta, Esq.
Latham & Watkins LLP
9 Raffles Place #42-02
Republic Plaza
Singapore 048619
+65-6536-1161

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

EXPLANATORY STATEMENT

Pursuant to General Instruction E to Form S-8, this registration statement registers additional securities of the same class as other securities for which a registration statement, also filed on Form S-8 and relating to the 2010 Plan, is effective. Therefore, this registration statement consists only of the following: the facing page, the required statement (regarding incorporation by reference) set forth below, the required opinions and consents, the signature page and information that is required in this registration statement that is not in the earlier registration statement.

This registration statement hereby incorporates by reference the contents of the Registrant’s earlier registration statements on Form S-8, being (a) Registration File No. 333-168880, filed with the Securities and Exchange Commission on August 17, 2010, (b) Registration File No. 333-215814, filed with the Securities and Exchange Commission on January 30, 2017, (c) Registration File No. 333-218329, filed with the Securities and Exchange Commission on May 30, 2017, (d) Registration File No. 333-226081, filed with the Securities and Exchange Commission on July 6, 2018, and (e) Registration File No. 333- 230912, filed with the Securities and Exchange Commission on April 17, 2019 and (f) Registration File No. 333-248402, filed with the Securities and Exchange Commission on August 25, 2020. After giving effect to this filing, an aggregate of 19,383,449 ordinary shares have been registered for issuance pursuant to the 2010 Plan.

Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

See the attached Exhibit Index.

MAKEMYTRIP LIMITED

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Gurugram, Haryana, India, on June 4, 2021.

We, the undersigned directors of MakeMyTrip Limited and executive officers of MakeMyTrip Limited and its subsidiaries hereby severally constitute and appoint Deep Kalra and Rajesh Magow, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities held on June 4, 2021.