Trip.com Cuts MMYT Stake to 16.9% via $3B Share Buyback

Rhea-AI Filing Summary

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.

Positive

• US$3 billion repurchase removes 34.4 million Class B shares, simplifying capital structure and potentially improving governance.
• Trip.com remains a supportive minority holder while reducing its stake, lowering perceived control risk.
• Successful funding through convertible notes and public equity demonstrates MMYT’s ability to tap capital markets.

Negative

• Financing the repurchase with new convertible debt increases leverage and adds future repayment or conversion obligations.
• Equity issuance to fund the deal creates immediate shareholder dilution.

Insights

M&A Specialist

TL;DR: US$3 B repurchase trims Trip.com’s stake to 16.9 %, reduces dual-class overhang, financed with new debt and equity.

The agreement removes over 34 million high-vote Class B shares, simplifying MMYT’s capital structure and decreasing Trip.com’s influence. A US$3 billion cash outlay is sizable but market-funded via convertible notes and a secondary equity raise, signalling healthy investor demand. From a control-premium perspective, Trip.com still holds a blocking minority yet cedes dominance, which may improve governance optics. Overall impact is moderately positive, though leverage and dilution warrant monitoring.

Risk Analyst

TL;DR: Share buyback adds leverage and dilution risk despite governance benefit; net effect leans slightly negative.

While eliminating super-voting shares is constructive, MMYT funds the deal by issuing convertible debt and fresh equity—introducing execution risk, higher gearing and potential EPS dilution. If growth lags, the convertibles could pressure future cash flows. Trip.com’s continuing 16.9 % position maintains some strategic uncertainty. Investors should scrutinise note covenants and dilution thresholds.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

MakeMyTrip Limited

(Name of Issuer)

Ordinary Shares, par value US$0.0005 per share

(Title of Class of Securities)

V5633W109

(CUSIP Number)

Cindy Xiaofan Wang
30 Raffles Place, #29-01,
Singapore, U0, 048622
65 3138-9736

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/23/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. V5633W109

1

Name of reporting person

Trip.com Group Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,069,384.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,069,384.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,069,384.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

16.90 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note to Rows (7), (9) and (11): Includes 10,773,694 Ordinary Shares (as defined below) and 5,295,690 Class B Shares (as defined below) of the Issuer. The number of Class B Shares presented here takes into account the expected repurchase by the Issuer from the Reporting Person of 34,372,221 Class B Shares, pursuant to the Amended and Restated Share Repurchase Agreement (as defined below). Note to Row (13): The percentage presented here is calculated based on 89,797,878 Ordinary Shares issued and outstanding and 39,667,911 Ordinary Shares issuable upon conversion of the Class B Shares issued and outstanding as of early June, 2025, and takes into account the expected repurchase by the Issuer from the Reporting Person of 34,372,221 Class B Shares pursuant to the Amended and Restated Share Repurchase Agreement.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value US$0.0005 per share
(b)	Name of Issuer: MakeMyTrip Limited
(c)	Address of Issuer's Principal Executive Offices: 19th Floor, Building No. 5, DLF Cyber City, Gurugram, INDIA , 122002.
Item 1 Comment: This Amendment No. 6 to Schedule 13D ("Amendment No. 6") amends and supplements the statement on Schedule 13D that was initially filed by Trip.com Group Limited (the "Reporting Person") with the Securities and Exchange Commission (the "Commission") on January 25, 2016, then amended and supplemented by Amendment No. 1 on October 26, 2016, Amendment No. 2 on May 10, 2017, Amendment No. 3 on April 30, 2019, Amendment No. 4 on September 3, 2019 and Amendment No. 5 on June 18, 2025 (as amended and supplemented, the "Schedule 13D"), relating to the ordinary shares, par value US$0.0005 per share (the "Ordinary Shares"), of MakeMyTrip Limited (the "Issuer"). Except as expressly set forth herein, this Amendment No. 6 does not modify any of the information previously reported on the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits attached hereto and to the Schedule 13D filing is expressely incorporated herein by reference. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.
Item 2.	Identity and Background
(a)	Trip.com Group Limited
(d)	No
(e)	No
(f)	Cayman Islands
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information: The Reporting Person and the Issuer entered into an Amended and Restated Share Repurchase Agreement dated June 23, 2025 (the "Amended and Restated Share Repurchase Agreement"), attached hereto as Exhibit 1, which amended and restated the original Share Repurchase Agreement dated June 16, 2025. Pursuant to the Amended and Restated Share Repurchase Agreement, the Reorting Person agreed to sell, and the Issuer agreed to purchase, 34,372,221 Class B Shares beneficially owned by the Reporting Person for an aggregate consideration of approximately US$3.0 billion (the "Repurchase"). To fund the Repurchase, the Issuer conducted an offering of convertible senior notes and an underwritten public offering of Ordinary Shares. The foregoing description of the Amended and Restated Share Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Share Repurchase Agreement (including the exhibits and annexure thereto), which is filed as Exhibit 1 hereto and hereby incorporated by reference.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D and the information set forth in or incorporated by reference in Item 4 of this Amendment No. 6 are incorporated by reference in their entirety into this Item 4 and are hereby amended and supplemented by adding the following information: The Reporting Person entered into the Amended and Restated Share Repurchase Agreement as part of its efforts to optimize investment portfolio and enhance shareholder returns. Following completion of the Repurchase, the Reporting Person will remain the largest minority shareholder of the Issuer and continue to support the growth of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	The second sentence of the first paragraph of Items 5(a) and (b) of the Schedule 13D is hereby amended and restated as follows: The calculation of percentage of beneficial ownership of outstanding Ordinary Shares in this Item 5(a) and (b) and elsewhere in this Schedule 13D is based on 89,797,878 Ordinary Shares issued and outstanding and 39,667,911 Ordinary Shares issuable upon conversion of the Class B Shares issued and outstanding as of early June, 2025, and takes into account the expected repurchase by the Issuer from the Reporting Person of 34,372,221 Class B Shares pursuant to the Amended and Restated Share Repurchase Agreement.
(b)	See Item 5(a).
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1: Amended and Restated Share Repurchase Agreement dated June 23, 2025 between MakeMyTrip Limited and Trip.com Group Limited

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Trip.com Group Limited

Signature:	/s/ Cindy Xiaofan Wang
Name/Title:	Cindy Xiaofan Wang/Chief Financial Officer
Date:	06/24/2025

FAQ

Why did Trip.com file Amendment No. 6 to its Schedule 13D on MMYT?

To disclose an amended share repurchase agreement under which it will sell 34.4 million Class B shares of MMYT for about US$3 billion.

How many MMYT shares will Trip.com own after the repurchase?

Trip.com will beneficially own 16,069,384 shares, representing approximately 16.9 % of the outstanding class.

What is the value of the share repurchase agreement between MMYT and Trip.com?

The aggregate consideration for the repurchase is approximately US$3 billion.

How is MMYT funding the US$3 billion share buyback?

MMYT conducted an offering of convertible senior notes and an underwritten public offering of ordinary shares.

Does Trip.com intend to exit MMYT completely?

No. After the transaction, Trip.com will remain MMYT’s largest minority shareholder and states it will continue to support the issuer’s growth.

What percentage of MMYT’s total voting class do the repurchased shares represent?

The repurchase involves 34,372,221 Class B shares; the filing does not state the exact former percentage, but post-deal Trip.com’s holding will be 16.9 %.