MakeMyTrip Files Confidential DRHP for India IPO, After 15 Years of Nasdaq Listing

Nasdaq-listed MakeMyTrip has filed a confidential draft prospectus with SEBI for the India IPO of its wholly owned subsidiary, setting the stage for the country's largest online travel platform to list at home 15 years after its 2011 US debut.

MakeMyTrip (India) Limited filed a pre-filed Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI), BSE and the National Stock Exchange (NSE) on July 17, the company disclosed in a regulatory filing with the US Securities and Exchange Commission. The company has not disclosed the size of the proposed offering.

The filing uses SEBI's confidential pre-filing route, which allows companies to keep details, including the issue size, valuation and price band, undisclosed until later in the listing process. The mechanism has gained traction among large issuers seeking greater flexibility while managing public disclosure pressure during the early stages of the IPO process.

Offer for Sale Structure

Market reports suggest the issue will primarily comprise an offer for sale (OFS), with existing shareholders MakeMyTrip Limited and its wholly owned subsidiary, ibibo Group Holdings (Singapore), offloading a portion of their holdings.

Since no fresh shares are being issued, the proceeds will go to the selling shareholders rather than the company.

Meanwhile, Kotak Mahindra Capital, Axis Capital, JPMorgan India and Morgan Stanley India have been appointed as the book-running lead managers, according to reports cited by Livemint.

Despite the share sale, MakeMyTrip India will remain a subsidiary of the Nasdaq-listed parent and continue to be consolidated in its financial statements.

Strategic Rationale

The company said it expects the India listing to improve brand visibility in its home market while strengthening its ability to attract, incentivise and retain talent in an increasingly competitive technology hiring environment.

Proceeds received by MakeMyTrip and ibibo Group Holdings from the share sale are expected to strengthen the group's cash position, according to the SEC filing. The funds could be deployed toward long-term business expansion, strategic inorganic growth opportunities and repurchase of different classes of securities, including convertible securities.

The company also said it may explore strategic alternatives over the medium term, subject to regulatory approvals.

Dual-Market Fungibility Under Consideration

In a significant disclosure, MakeMyTrip said it and its Indian subsidiary could evaluate options that would allow shareholders to benefit from a security at the MakeMyTrip India level that is fungible and listed across both Indian and US capital markets.

Such a structure, if pursued and approved by regulators, could potentially provide greater flexibility and wider market access for investors, according to the SEC filings.

The move would position MakeMyTrip among a select group of large Indian technology companies exploring dual-listing structures to tap deeper pools of capital while maintaining operational control through overseas holding structures.

MakeMyTrip is India's largest online travel platform, offering flights, hotels, holiday packages, bus and rail ticketing, and related services. The company went public on Nasdaq in 2011 and merged with Ibibo Group in 2017. It competes with EaseMyTrip, which is listed in India, and privately-held Cleartrip, owned by Flipkart.