Key Points:

MakeMyTrip to raise $2.5–3 billion to repurchase shares from Trip.com and reduce its voting stake to under 20%.

Trip.com board representation to fall from five directors to two, significantly altering governance dynamics.

Key Background:

MakeMyTrip's capital restructuring plan comprises twin issuance of 14 million ordinary shares and up to $1.25 billion worth of convertible senior notes. The optional greenshoe of an extra $187.5 million can bring the overall fund over $3 billion. The main reason for doing so would be to repurchase the Class B shares owned by Trip.com, which currently give disproportionate voting rights to the Chinese firm not proportionate to its economic interest in the company.

Trip.com presently owns 45.34 percent of voting shares in MakeMyTrip. Once it proceeds with the buyback, its holding will fall below 20 percent. It also results in a shake-up in the firm's boardroom as Trip.com's influence will fall from five to two seats. The move indicates MakeMyTrip's preference for consolidating independent governance and undermining concentrated foreign holding, especially by geopolitical adversary countries.

The timing of this move is especially important in the context of the regulatory climate and growing paranoia about Chinese investment in India. Popular and political mood turned sharply against foreign strategic ownership, especially in sectors like technology, tourism, and e-tailing. Competitor company EaseMyTrip had previously raised questions about Chinese dominance over MakeMyTrip's boardroom decisions, which added to industry and regulatory furor.

Despite all these challenges, MakeMyTrip has maintained robust financials. In FY25, the company had its highest ever gross bookings worth $9.8 billion and net profit of approximately $95 million. The upcoming fundraise is as much about re-working the ownership as it is about re-strengthening the company's balance sheet to facilitate further growth, product expansion, and market dominance.

Going forward, even though Trip.com will continue to be the biggest minority shareholder, its diluted voting power and control set the stage for MakeMyTrip to be independent. It is a strategic decision by the company to fall in harmony with national ambition, enhance investor confidence, and gain long-term stability of governance in a speed-up global investment environment.