MakeMyTrip Announces Proposed Primary Offering of Ordinary Shares

MakeMyTrip Ltd (NASDAQ: MMYT, the “Company” or “MakeMyTrip”), today announced the commencement of a proposed primary offering of 14,000,000 ordinary shares of the Company, par value US$0.0005 per share (the “Primary Shares”), subject to market and other conditions, in an underwritten registered public offering (the “Primary Equity Offering”). The underwriters will have a 13-day option to purchase up to 2,100,000 additional ordinary shares. The offering price of the Primary Equity Offering will be determined at the time of pricing of the Primary Equity Offering.

The Company also announced today, the commencement of a proposed offering of 0.00% convertible senior notes in an aggregate principal amount of US$1.25 billion due 2030 (the “Notes Offering”), subject to market conditions and other factors, in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company expects to grant the initial purchasers in the Notes Offering an option to purchase up to an additional US$187.5 million in aggregate principal amount of the Notes, exercisable for settlement within a 13-day period, beginning on, and including, the first date on which the Notes are issued. The initial conversion rate, offering price and other terms of the notes have not been finalized and will be determined at the time of pricing of the Notes Offering.

MakeMyTrip plans to use the entire net proceeds from the Primary Equity Offering and the Notes Offering for the Repurchase (as described below) of a portion of the Class B shares of the Company from Trip.com Group Limited (“Trip.com”).

Repurchase

MakeMyTrip plans to use the entire net proceeds from the Primary Equity Offering and the Notes Offering to repurchase a portion of its Class B shares, from Trip.com at a price based on the net offering price of the Primary Equity Offering, after deducting, on a per share basis, estimated underwriting discounts and commissions for both the Primary Equity Offering and the Notes Offering (such transaction, the “Repurchase”). The Repurchase will be made pursuant to the Share Repurchase Agreement entered on June 16, 2025 between MakeMyTrip and Trip.com.