MakeMyTrip Announces Pricing of Offering of US$1.25 billion 0.00% Convertible Senior Notes Due 2030

MakeMyTrip Ltd (NASDAQ: MMYT, the “Company” or “MakeMyTrip”), today announced the pricing of its previously announced offering of US$1.25 billion in aggregate principal amount of 0.00% convertible senior notes due 2030 (the “Notes Offering” and the “Notes”, respectively). The Notes have been offered 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 has granted the initial purchasers in the Notes Offering a 13-day option to purchase up to an additional US$187.5 million in aggregate principal amount of the Notes. The Company expects to close the Notes Offering on or about June 23, 2025, subject to the satisfaction of customary closing conditions.

The Company also announced today, by a separate press release that the Company has priced an upsized underwritten registered public offering of 16,000,000 ordinary shares, par value US$0.0005 per share (the “Primary Equity Offering”), at US$90 per ordinary share. The Primary Equity Offering was upsized from the previously announced offering of 14,000,000 ordinary shares. The Company has granted the underwriters a 13-day option to purchase up to 2,400,000 additional ordinary shares.

MakeMyTrip estimates the net proceeds from the Notes Offering will be approximately US$1.23 billion, after deducting the initial purchasers’ discounts and estimated offering expenses payable by the Company (or approximately US$1.41 billion if the initial purchasers exercise in full their option to purchase additional Notes). The Company plans to use all of the net proceeds from the Notes Offering and the Primary Equity 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”).

Terms of the Notes

When issued, the Notes will be senior, unsecured obligations of the Company. The Notes will mature on July 1, 2030 unless redeemed, repurchased or converted prior to such date. The Notes will be convertible into ordinary shares of the Company, at the option of the holders, in integral multiples of US$1,000 principal amount, at any time prior to the close of business on the second business day preceding the maturity date.

The initial conversion rate of the Notes is 8.2305 ordinary shares per US$1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately US$121.50 per ordinary share and represents a conversion premium of approximately 35% above the public offering price of the ordinary shares, which was US$90 per ordinary share (the “Public Offering Price”)). The conversion rate of the Notes is subject to adjustment upon the occurrence of certain events.