Makemytrip Limited Mauritius SEC Filings

Trip.com Group Limited, a Cayman Islands company, filed Amendment No. 6 to its Schedule 13D concerning its investment in MakeMyTrip Limited (MMYT).

Under an Amended and Restated Share Repurchase Agreement dated 23 June 2025, Trip.com agreed to sell 34,372,221 Class B shares of MMYT back to the issuer for total consideration of approximately US$3 billion (the “Repurchase”). To finance the Repurchase, MMYT conducted (i) an offering of convertible senior notes and (ii) an underwritten public offering of ordinary shares.

Post-closing, Trip.com will beneficially own 16,069,384 shares (10,773,694 ordinary + 5,295,690 Class B), representing 16.9 % of MMYT’s outstanding class; it remains the company’s largest minority shareholder and states that it will “continue to support the growth of the Issuer.”

The filing clarifies that the 16.9 % ownership figure is calculated against 89,797,878 ordinary shares outstanding plus 39,667,911 ordinary shares issuable on Class B conversion, and already reflects the pending share repurchase. No changes were made to other substantive disclosures in earlier amendments.

Key take-aways for investors:

• Large secondary transaction reduces Trip.com’s voting stake and eliminates a sizeable block of super-voting Class B shares.
• US$3 billion consideration highlights MMYT’s capacity to access capital markets, but financing via new debt (convertible notes) and equity creates potential dilution and leverage.
• Trip.com retains a meaningful minority position, signalling ongoing strategic alignment between the companies.

GIC Private Limited, the Singapore-based fund manager for the Government of Singapore and the Monetary Authority of Singapore, has filed a Schedule 13G disclosing a passive ownership stake in MakeMyTrip Ltd (MMYT).

The filing, dated 18 June 2025, reports beneficial ownership of 6,863,918 ordinary shares, equal to 7.84 % of MakeMyTrip’s 87,594,512 shares outstanding (share count derived from the issuer’s Form 6-K of 18 June 2025 and Form 20-F of 16 June 2025). Of this total, GIC exercises sole voting and dispositive power over 5,776,307 shares and shared voting and dispositive power over 1,087,611 shares with the Monetary Authority of Singapore.

GIC states that the securities were acquired and are held without the purpose or effect of changing or influencing control of the issuer. The Government of Singapore disclaims beneficial ownership. The certification is signed by Senior Vice Presidents Wong Hui Ping (22 June 2025) and Wee Linrong (23 June 2025).

The disclosure crosses the SEC’s 5 % reporting threshold, making GIC one of MakeMyTrip’s significant shareholders and signalling material institutional interest in the company.

MakeMyTrip (Nasdaq: MMYT) has furnished a Form 6-K dated June 29 2025 to disclose two material exhibits linked to a new capital-markets transaction.

The filing includes a June 17 2025 Underwriting Agreement with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC plus a June 23 2025 Indenture with The Bank of New York Mellon covering the company’s 0.00% Convertible Senior Notes due 2030.

Both documents are expressly incorporated by reference into the company’s Form F-3 shelf registration statement (File No. 333-288084), signalling that the zero-coupon notes will be issued under that shelf.

The underwriting agreement confirms that the securities have been marketed through a leading investment-bank syndicate, while the executed indenture establishes the legal framework for issuance, conversion mechanics and trustee oversight. Although the filing does not state principal amount, conversion rate or settlement method, the structure provides cash-interest-free financing while granting investors conversion rights that may expand the share count in future.

The document was signed on behalf of the company by Group Chief Executive Officer Rajesh Magow, completing the statutory requirements of the Securities Exchange Act of 1934.

MakeMyTrip Limited (MMYT) filed a Form 6-K disclosing the completion of two capital-raising transactions on 23 June 2025:

• Primary Equity Offering: the company issued 16,000,000 ordinary shares, par value US$0.0005, at US$90 per share. Underwriters exercised their option in full to purchase an additional 2,400,000 shares, bringing the total shares sold to 18,400,000.
• Convertible Notes Offering: MakeMyTrip issued 0.00% convertible senior notes due 2030 with an aggregate principal amount of US$1.25 billion. Initial purchasers also exercised their option in full, adding another US$187.5 million, for a total principal amount of US$1.4375 billion.

Both offerings were upsized, and the overallotment options were fully exercised, indicating robust demand. The equity issuance was conducted through an underwritten registered public offering, while the notes were privately placed with qualified institutional buyers under Rule 144A. Press releases detailing each closing are attached as Exhibits 99.1 and 99.2.

No use-of-proceeds, pricing premium, or conversion terms were included in this filing. The transactions materially increase the company’s cash position but introduce potential share dilution from the new equity and future dilution from the convertible notes’ conversion.

MakeMyTrip Limited announces a significant public offering of 16 million ordinary shares at US$90.00 per share, aiming to raise US$1.44 billion. The company is concurrently offering US$1.25 billion in convertible senior notes, with an additional US$187.5 million option for qualified institutional buyers. The offering includes an underwriter option for 2.4 million additional shares. Net proceeds to the company will be US$1.41 billion before expenses, with underwriting discounts of US$1.80 per share. Morgan Stanley and J.P. Morgan are serving as joint book-running managers. The offering is contingent upon completion of the concurrent notes offering and vice versa. Settlement is expected on June 23, 2025. The shares are listed on Nasdaq under symbol MMYT, with the company's structure including ordinary shares and Class B convertible ordinary shares that generally vote together as a single class.