MMT to Raise Over $2.5 Billion to Slash China-Based Trip.com’s Stake

MMT to Raise Over $2.5 Billion to Slash China-Based Trip.com’s Stake. Recently, Indian travel booking giant MakeMyTrip has announced its plan to raise over $2.5 billion. The primary goal of this massive fundraising initiative is to drastically reduce the stake and influence of China-based Trip.com Group in the company. This announcement comes against the backdrop of growing geopolitical tension and rising public and political concerns in India regarding Chinese investments. The decision by MakeMyTrip is seen as a calculated move to assert greater Indian ownership and autonomy.
MakeMyTrip and Trip.com Group: The Background
MakeMyTrip, a Gurugram-based online travel platform, has been a leader in India’s travel booking sector for over 25 years. Listed on Nasdaq in the United States, the company has a global shareholder base but has long maintained its operational headquarters in India. Trip.com, a Chinese online travel agency, had acquired a significant stake in MakeMyTrip, primarily through the ownership of Class B shares.
According to the company’s latest filing with the US Securities and Exchange Commission (SEC), Trip.com currently holds 100% of MakeMyTrip's Class B shares and about 15.05% of the total ordinary shares. This gives Trip.com an effective voting power of over 45% in the company, including the right to nominate five directors to the board.
Fundraising Strategy and Structure
MakeMyTrip plans to raise the funds through two main channels: the issue of ordinary shares and the issue of zero-coupon convertible senior notes. The company has offered 14 million ordinary shares, which are expected to generate approximately $1.4 billion. These shares carry a par value of $0.0005 each and will be listed on the Nasdaq.
Simultaneously, the company will raise an additional $1.25 billion through the sale of zero-coupon convertible senior notes. These are bonds that do not offer periodic interest payments but can be converted into equity at a later stage. The offering includes an option for underwriters to purchase an additional $187.5 million worth of these notes.
Purpose of the Fundraising
The entire capital raised will be used to buy back a significant portion of MakeMyTrip’s outstanding Class B shares held by Trip.com. These Class B shares are the key to Trip.com's influence, as they provide greater voting power compared to ordinary shares. By repurchasing these shares, MakeMyTrip intends to reduce Trip.com’s control and voting power in the company substantially.
Post buyback, Trip.com’s voting power in MakeMyTrip is expected to decline from over 45% to around 19.99%. This drop will significantly weaken Trip.com’s influence on the company’s decision-making and governance.
Impact on Board Nomination Rights
With the reduction in voting power, Trip.com's ability to nominate directors to the MakeMyTrip board will also be curtailed. Currently, Trip.com has the right to nominate five directors due to its substantial voting stake. After the buyback, the number of board nominees allowed to Trip.com will be reduced to two, aligning with MakeMyTrip's Articles of Association and the terms governing the issuance of Class B shares.
Geopolitical Context Behind the Move
While MakeMyTrip has not officially stated the geopolitical context as the reason for this move, the timing is important. The decision comes shortly after a military conflict between India and Pakistan, which has triggered a nationalistic push to reduce economic and business ties with countries seen as sympathetic to Pakistan, including China and Turkey.
This sentiment has been brewing since the 2020 border clashes between India and China in the Galwan Valley. Since then, there have been multiple calls from various quarters to limit Chinese investments in strategic sectors. MakeMyTrip’s decision aligns with this larger narrative of economic decoupling from China.
Public and Industry Reactions
The move has drawn attention across the business and political spectrum. Last month, Nishant Pitti, founder of EaseMyTrip (a rival online travel agency), had publicly criticized MakeMyTrip’s association with Chinese investors. He alleged that five out of ten MakeMyTrip board members had links to China, raising concerns about foreign influence in Indian digital infrastructure.
MakeMyTrip, in response, issued a strong statement asserting its Indian identity. The company emphasized that it was founded by Indians, is headquartered in India, and operated independently by a professional Indian team. It further clarified that it abides by all Indian laws, including stringent data privacy regulations.
Regulatory Filings and Market Communication
In its SEC filings, MakeMyTrip detailed the financial instruments it would be offering. The 14 million ordinary shares are expected to be priced competitively, and the zero-coupon convertible notes come with standard terms, including the right to convert into equity after a fixed period.
Additionally, MakeMyTrip entered into a share repurchase agreement with Trip.com. As per this agreement, Trip.com agreed to sell back a portion of its Class B shares at the same price as the public share offering, net of underwriting discounts and commissions. This arrangement ensures that the transaction is fair and reflects current market valuations.
Terms of Share Repurchase Agreement
The share repurchase agreement between MakeMyTrip and Trip.com ensures a smooth execution of the share buyback. Under the agreement, Trip.com will sell back its Class B shares at the offering price to ensure consistency and transparency in the transaction. These Class B shares, although having the same economic rights as ordinary shares, offer higher voting rights, which makes their repurchase strategically significant.
This buyback not only reduces Chinese ownership but also restructures the voting control to better reflect a more diversified and globally neutral shareholder base.
Corporate Governance and Compliance
MakeMyTrip has reiterated that it remains committed to high standards of corporate governance. Despite being listed in the US, it complies with all Indian regulations related to data protection, corporate transparency, and financial reporting. The company highlighted that the board functions independently and that no foreign investor exerts operational control over the firm.
By reducing Trip.com’s influence, MakeMyTrip aims to further strengthen this governance framework and reassure Indian users and stakeholders of its operational autonomy.
Impact on Indian Startup Network
This move by MakeMyTrip could set a precedent for other Indian startups and tech companies with significant foreign, especially Chinese, investments. In recent years, scrutiny over foreign ownership in Indian companies has intensified. The Indian government has introduced new FDI norms for bordering nations, especially China, to ensure that strategic sectors are protected.
MakeMyTrip’s buyback initiative is likely to resonate across the startup ecosystem as a proactive step towards de-risking foreign influence and realigning ownership in favor of Indian interests.
Market Implications and Future Outlook
Investors and market analysts are closely watching MakeMyTrip’s capital raise and repurchase initiative. The reduction in foreign (Chinese) influence is expected to boost investor confidence, especially among domestic institutions. It also opens the door for potential investments from Indian or Western institutional investors.
The company is expected to use this opportunity to rebrand itself with a stronger focus on nationalist sentiment while continuing to innovate in its services such as train booking predictions and digital enhancements.
Conclusion
MakeMyTrip’s decision to raise over $2.5 billion to slash China-based Trip.com’s stake is a landmark move in India's corporate and geopolitical narrative. It reflects not just a shift in shareholder dynamics but a broader realignment of business strategy in line with national sentiment. With this buyback, MakeMyTrip is positioning itself as a truly Indian company; both in ownership and operational ethos.
If you need any support in Company Registration, Compliances, Business Licenses, or any other regulatory services, feel free to contact Compliance Calendar LLP through mail at info@ccoffice.in or Call/Whatsapp at +91 9988424211.
FAQs
Q1. Why is MakeMyTrip raising over $2.5 billion at this time?
Ans. MakeMyTrip is raising over $2.5 billion primarily to buy back Class B shares held by China-based Trip.com Group. These shares carry high voting rights, and their repurchase will significantly reduce Trip.com's control over MakeMyTrip. The decision is seen as a strategic move to reclaim Indian ownership and reduce foreign influence amid rising geopolitical tensions and public concerns regarding Chinese investments in Indian companies.
Q2. What financial instruments is MakeMyTrip using to raise this capital?
 Ans. MakeMyTrip plans to raise funds through two main methods: by issuing 14 million ordinary shares, expected to generate around $1.4 billion, and through the issuance of $1.25 billion in zero-coupon convertible senior notes. These bonds do not carry interest payments but can be converted into equity. The company has also provided an option for underwriters to purchase an additional $187.5 million worth of notes.
Q3. How much voting power does Trip.com currently hold in MakeMyTrip?
 Ans. As per filings with the US SEC, Trip.com currently holds 100% of MakeMyTrip’s issued and outstanding Class B shares and 15.05% of its ordinary shares. This gives it a combined voting power of 45.34% in the company, along with rights to nominate five directors to the board. This high level of control is what MakeMyTrip aims to reduce through the proposed share repurchase.
Q4. What will happen to Trip.com's voting power after the buyback?
 Ans. Once the repurchase of Class B shares is completed, Trip.com's voting power in MakeMyTrip is expected to drop significantly from 45.34% to just 19.99%. Consequently, its rights to nominate directors on the board will also reduce from five to two. This change will drastically limit Trip.com’s influence over MakeMyTrip’s corporate decisions.
Q5. What geopolitical factors are influencing this move by MakeMyTrip?
 Ans. The fundraising and share buyback come in the wake of heightened political and military tensions between India and Pakistan, as well as longstanding border disputes with China. Following these events, there has been growing political and public demand in India to minimize economic ties with countries seen as aligned with adversaries. MakeMyTrip’s move is viewed as a response to these nationalistic and strategic concerns.
Q6. Has MakeMyTrip officially addressed the criticism about its Chinese ties?
 Ans. Yes, MakeMyTrip has released a formal statement reaffirming its Indian roots. The company clarified that it was founded and is operated by Indians, with its headquarters in India. It also emphasized that it follows all Indian laws and governance standards. MakeMyTrip stated that it does not respond to politically motivated accusations and remains focused on delivering high-quality travel services.
Q7. How does this decision impact the Indian startup ecosystem?
 Ans. MakeMyTrip’s buyback decision is likely to set a precedent for other Indian startups that have significant foreign, especially Chinese, investment. It signals a shift toward securing Indian ownership and reducing strategic dependency on investors from adversarial countries. This move may also encourage other startups to reassess their cap tables and realign with Indian or Western institutional investors to ensure long-term stability and public trust.

Recently, Indian travel booking giant MakeMyTrip has announced its plan to raise over $2.5 billion. The primary goal of this massive fundraising initiative is to drastically reduce the stake and influence of China-based Trip.com Group in the company. This announcement comes against the backdrop of growing geopolitical tension and rising public and political concerns in India regarding Chinese investments. The decision by MakeMyTrip is seen as a calculated move to assert greater Indian ownership and autonomy.

MakeMyTrip and Trip.com Group: The Background

MakeMyTrip, a Gurugram-based online travel platform, has been a leader in India’s travel booking sector for over 25 years. Listed on Nasdaq in the United States, the company has a global shareholder base but has long maintained its operational headquarters in India. Trip.com, a Chinese online travel agency, had acquired a significant stake in MakeMyTrip, primarily through the ownership of Class B shares.

According to the company’s latest filing with the US Securities and Exchange Commission (SEC), Trip.com currently holds 100% of MakeMyTrip's Class B shares and about 15.05% of the total ordinary shares. This gives Trip.com an effective voting power of over 45% in the company, including the right to nominate five directors to the board.

Fundraising Strategy and Structure

MakeMyTrip plans to raise the funds through two main channels: the issue of ordinary shares and the issue of zero-coupon convertible senior notes. The company has offered 14 million ordinary shares, which are expected to generate approximately $1.4 billion. These shares carry a par value of $0.0005 each and will be listed on the Nasdaq.

Simultaneously, the company will raise an additional $1.25 billion through the sale of zero-coupon convertible senior notes. These are bonds that do not offer periodic interest payments but can be converted into equity at a later stage. The offering includes an option for underwriters to purchase an additional $187.5 million worth of these notes.

Purpose of the Fundraising

The entire capital raised will be used to buy back a significant portion of MakeMyTrip’s outstanding Class B shares held by Trip.com. These Class B shares are the key to Trip.com's influence, as they provide greater voting power compared to ordinary shares. By repurchasing these shares, MakeMyTrip intends to reduce Trip.com’s control and voting power in the company substantially.

Post buyback, Trip.com’s voting power in MakeMyTrip is expected to decline from over 45% to around 19.99%. This drop will significantly weaken Trip.com’s influence on the company’s decision-making and governance.

Impact on Board Nomination Rights

With the reduction in voting power, Trip.com's ability to nominate directors to the MakeMyTrip board will also be curtailed. Currently, Trip.com has the right to nominate five directors due to its substantial voting stake. After the buyback, the number of board nominees allowed to Trip.com will be reduced to two, aligning with MakeMyTrip's Articles of Association and the terms governing the issuance of Class B shares.

Geopolitical Context Behind the Move

While MakeMyTrip has not officially stated the geopolitical context as the reason for this move, the timing is important. The decision comes shortly after a military conflict between India and Pakistan, which has triggered a nationalistic push to reduce economic and business ties with countries seen as sympathetic to Pakistan, including China and Turkey.

This sentiment has been brewing since the 2020 border clashes between India and China in the Galwan Valley. Since then, there have been multiple calls from various quarters to limit Chinese investments in strategic sectors. MakeMyTrip’s decision aligns with this larger narrative of economic decoupling from China.

Public and Industry Reactions

The move has drawn attention across the business and political spectrum. Last month, Nishant Pitti, founder of EaseMyTrip (a rival online travel agency), had publicly criticized MakeMyTrip’s association with Chinese investors. He alleged that five out of ten MakeMyTrip board members had links to China, raising concerns about foreign influence in Indian digital infrastructure.

MakeMyTrip, in response, issued a strong statement asserting its Indian identity. The company emphasized that it was founded by Indians, is headquartered in India, and operated independently by a professional Indian team. It further clarified that it abides by all Indian laws, including stringent data privacy regulations.

Regulatory Filings and Market Communication

In its SEC filings, MakeMyTrip detailed the financial instruments it would be offering. The 14 million ordinary shares are expected to be priced competitively, and the zero-coupon convertible notes come with standard terms, including the right to convert into equity after a fixed period.

Additionally, MakeMyTrip entered into a share repurchase agreement with Trip.com. As per this agreement, Trip.com agreed to sell back a portion of its Class B shares at the same price as the public share offering, net of underwriting discounts and commissions. This arrangement ensures that the transaction is fair and reflects current market valuations.

Terms of Share Repurchase Agreement

The share repurchase agreement between MakeMyTrip and Trip.com ensures a smooth execution of the share buyback. Under the agreement, Trip.com will sell back its Class B shares at the offering price to ensure consistency and transparency in the transaction. These Class B shares, although having the same economic rights as ordinary shares, offer higher voting rights, which makes their repurchase strategically significant.

This buyback not only reduces Chinese ownership but also restructures the voting control to better reflect a more diversified and globally neutral shareholder base.

Corporate Governance and Compliance

MakeMyTrip has reiterated that it remains committed to high standards of corporate governance. Despite being listed in the US, it complies with all Indian regulations related to data protection, corporate transparency, and financial reporting. The company highlighted that the board functions independently and that no foreign investor exerts operational control over the firm.

By reducing Trip.com’s influence, MakeMyTrip aims to further strengthen this governance framework and reassure Indian users and stakeholders of its operational autonomy.

Impact on Indian Startup Network

This move by MakeMyTrip could set a precedent for other Indian startups and tech companies with significant foreign, especially Chinese, investments. In recent years, scrutiny over foreign ownership in Indian companies has intensified. The Indian government has introduced new FDI norms for bordering nations, especially China, to ensure that strategic sectors are protected.

MakeMyTrip’s buyback initiative is likely to resonate across the startup ecosystem as a proactive step towards de-risking foreign influence and realigning ownership in favor of Indian interests.

Market Implications and Future Outlook

Investors and market analysts are closely watching MakeMyTrip’s capital raise and repurchase initiative. The reduction in foreign (Chinese) influence is expected to boost investor confidence, especially among domestic institutions. It also opens the door for potential investments from Indian or Western institutional investors.

The company is expected to use this opportunity to rebrand itself with a stronger focus on nationalist sentiment while continuing to innovate in its services such as train booking predictions and digital enhancements.

Conclusion

MakeMyTrip’s decision to raise over $2.5 billion to slash China-based Trip.com’s stake is a landmark move in India's corporate and geopolitical narrative. It reflects not just a shift in shareholder dynamics but a broader realignment of business strategy in line with national sentiment. With this buyback, MakeMyTrip is positioning itself as a truly Indian company; both in ownership and operational ethos.

If you need any support in Company Registration, Compliances, Business Licenses, or any other regulatory services, feel free to contact Compliance Calendar LLP through mail at info@ccoffice.in or Call/Whatsapp at +91 9988424211.

FAQs

Q1. Why is MakeMyTrip raising over $2.5 billion at this time?

Ans. MakeMyTrip is raising over $2.5 billion primarily to buy back Class B shares held by China-based Trip.com Group. These shares carry high voting rights, and their repurchase will significantly reduce Trip.com's control over MakeMyTrip. The decision is seen as a strategic move to reclaim Indian ownership and reduce foreign influence amid rising geopolitical tensions and public concerns regarding Chinese investments in Indian companies.

Q2. What financial instruments is MakeMyTrip using to raise this capital?

Ans. MakeMyTrip plans to raise funds through two main methods: by issuing 14 million ordinary shares, expected to generate around $1.4 billion, and through the issuance of $1.25 billion in zero-coupon convertible senior notes. These bonds do not carry interest payments but can be converted into equity. The company has also provided an option for underwriters to purchase an additional $187.5 million worth of notes.

Q3. How much voting power does Trip.com currently hold in MakeMyTrip?

Ans. As per filings with the US SEC, Trip.com currently holds 100% of MakeMyTrip’s issued and outstanding Class B shares and 15.05% of its ordinary shares. This gives it a combined voting power of 45.34% in the company, along with rights to nominate five directors to the board. This high level of control is what MakeMyTrip aims to reduce through the proposed share repurchase.

Q4. What will happen to Trip.com's voting power after the buyback?

Ans. Once the repurchase of Class B shares is completed, Trip.com's voting power in MakeMyTrip is expected to drop significantly from 45.34% to just 19.99%. Consequently, its rights to nominate directors on the board will also reduce from five to two. This change will drastically limit Trip.com’s influence over MakeMyTrip’s corporate decisions.

Q5. What geopolitical factors are influencing this move by MakeMyTrip?

Ans. The fundraising and share buyback come in the wake of heightened political and military tensions between India and Pakistan, as well as longstanding border disputes with China. Following these events, there has been growing political and public demand in India to minimize economic ties with countries seen as aligned with adversaries. MakeMyTrip’s move is viewed as a response to these nationalistic and strategic concerns.

Q6. Has MakeMyTrip officially addressed the criticism about its Chinese ties?

Ans. Yes, MakeMyTrip has released a formal statement reaffirming its Indian roots. The company clarified that it was founded and is operated by Indians, with its headquarters in India. It also emphasized that it follows all Indian laws and governance standards. MakeMyTrip stated that it does not respond to politically motivated accusations and remains focused on delivering high-quality travel services.

Q7. How does this decision impact the Indian startup ecosystem?

Ans. MakeMyTrip’s buyback decision is likely to set a precedent for other Indian startups that have significant foreign, especially Chinese, investment. It signals a shift toward securing Indian ownership and reducing strategic dependency on investors from adversarial countries. This move may also encourage other startups to reassess their cap tables and realign with Indian or Western institutional investors to ensure long-term stability and public trust.