MakeMyTrip to raise $2.5 bn to slash Trip.com's stake and voting power

MakeMyTrip to repurchase Class-B shares from Trip.com, reducing its voting power and board rights amid calls to limit Chinese investment following India-Pakistan conflict

Indian travel booking platform MakeMyTrip has announced plans to raise over $2.5 billion through the sale of ordinary shares and convertible bonds. The move, disclosed in regulatory filings with Nasdaq, is aimed at substantially cutting down the ownership and influence of China-based Trip.com Group in the company, news agency PTI reported. 

The Gurugram-based, NASDAQ-listed company said the funds raised through both the equity and the concurrent convertible notes offering will be used to buy back a portion of its Class-B shares previously held by Trip.com. 

“As of March 31, 2025, Trip.com beneficially owned 100 per cent of our issued and outstanding Class B Shares and 15.05 per cent of our aggregate ordinary shares and Class B shares, together representing an aggregate of 45.34 per cent of the total voting power in our company,” MakeMyTrip noted in its filings. 

Following the share repurchase, Trip.com’s voting power will drop significantly — from 45.34 per cent to 19.99 per cent. As a result, its board nomination rights will be reduced from five directors to two, in line with the Terms of Issue governing the share structure, PTI reported.

 

Broader geopolitical context

The timing of this corporate move comes amid increasing scrutiny over investments from countries like China and Turkey, especially in the wake of heightened tensions following last month's India-Pakistan military clash. Public sentiment and political voices have urged companies to distance themselves from investors seen as aligned with Pakistan. 

Fuelling the debate, EaseMyTrip co-founder Nishant Pitti recently questioned MakeMyTrip’s Chinese ties, alleging that five out of its ten board members are directly linked to China.   

  

Details of the capital raise

MakeMyTrip revealed in its Nasdaq filing that it will issue 14 million ordinary shares, each with a par value of $0.0005. Additionally, the company announced a concurrent offering of $1.25 billion in aggregate principal amount of convertible senior notes, with an option for underwriters to purchase up to an additional $187.5 million, PTI reported. 

“Concurrently with this offering, we are offering $1.25 billion aggregate principal amount of convertible senior notes, plus up to $187.5 million aggregate principal amount... if the initial purchasers... exercise in full their option,” the company said.

 

Terms of repurchase agreement

On Monday, MakeMyTrip entered into a share repurchase agreement with Trip.com. According to the agreement, the Chinese travel firm has agreed to sell a portion of its Class-B shares back to MakeMyTrip at the same price as the public offering, net of underwriting discounts and commissions. 

Generally, Class-B shares carry the same rights and preferences as ordinary shares, except as otherwise detailed in the company’s terms of issue.

 

[With agency inputs]