India's largest online travel platform wants to list on BSE and NSE, sixteen years after choosing Nasdaq over Dalal Street. The reasons why — and why now — reveal as much about India's capital markets as they do about the company.
Picture the scene: September 2010, and a Gurugram travel startup just made history by becoming the first Indian company to list on a US exchange since 2006. MakeMyTrip listed on Nasdaq, raising approximately $80.5 million. Shares surged 90% on debut, pushing the valuation toward $1 billion. The company's founder, Deep Kalra, had done something almost nobody in Indian tech had: convinced American institutional investors that an online travel platform serving a country where most people still booked tickets through a neighbourhood agent was a bet worth making.
Sixteen years later, MakeMyTrip wants to come home.
Nasdaq-listed MakeMyTrip said last week that its India unit — a wholly-owned subsidiary — had pre-filed a draft red herring prospectus (DRHP) on a confidential basis with SEBI for the IPO and listing of MMT India on BSE and NSE. The move is being described as a milestone. It is. But it is also a story with real tensions, strategic calculations, and at least one genuine cloud hanging over it.
To understand the significance of what's happening now, you need to understand the decision made in 2010.
MakeMyTrip went to the US market because India's IPO ecosystem at the time wasn't built for growth-stage tech companies. India's markets in 2010 were dominated by infrastructure firms, PSUs, and manufacturing businesses. The concept of paying a premium for "tech multiples" — where investors value a company not on current profits but on future growth potential — was barely established in Mumbai. Nasdaq, home to Expedia and Priceline, spoke that language fluently.
MakeMyTrip was founded in 2000, initially targeting the Indian diaspora in the US with travel itineraries between the US and India. In 2005, it began operations in India with online airline ticketing and later expanded into holiday packages and hotel reservations. By the time of the Nasdaq IPO, the company had proved the model — but the domestic capital market wasn't ready to price it right.
Then came the deal that cemented its dominance. In 2017, MakeMyTrip completed a merger with the ibibo Group, integrating brands like Goibibo and redBus into its portfolio — a transaction that strengthened its position in hotel bookings and bus ticketing in one stroke. Naspers became the largest shareholder following the merger. MakeMyTrip went from the biggest player to the only player that really mattered.
Forget the startup that once burned cash convincing Indians to trust the internet with their travel bookings. The company filing for an India IPO in 2026 is a mature, profitable platform that has just crossed a milestone it has been working toward for years.
MakeMyTrip reported record gross bookings of $10.4 billion in FY26 — up 10.4% year-over-year in constant currency — and revenue of $1,044 million, up 10.7% in constant currency. To put the bookings figure in perspective: roughly ₹87,000 crore in travel transactions flowed through its platforms in a single year. Gross bookings are different from revenue — the platform earns a commission or "take rate" on each booking, not the full transaction value. Revenue is what it actually keeps.
Adjusted Operating Profit — the company's preferred measure of underlying profitability — increased to $188.8 million from $167.3 million. That's real money, growing steadily across every vertical.
Here's how the segments stacked up in FY26, measured by the company's Adjusted Margin — which is IFRS revenue plus customer acquisition costs added back, so it's a wider lens than headline revenue but the most relevant comparison for like-for-like growth:
Note: "Adjusted Margin" adds back customer inducement costs recorded as a reduction of IFRS revenue. It is not the same as IFRS segment revenue.
One number the draft's "profitable platform" narrative tends to skip over: IFRS net profit for the year fell sharply to $51.7 million from $95.3 million in FY25 — a drop of nearly 46% — as net finance costs jumped to $77.6 million from just $3.9 million, mainly from interest on new convertible notes raised to buy out Trip.com's stake. The operating business is genuinely healthy; the balance sheet is carrying new debt. That distinction matters when thinking about what Indian investors are being offered.
The market position is formidable all the same. MakeMyTrip holds roughly 60% of India's online travel market, with competitors Ixigo, Cleartrip, EaseMyTrip, and Yatra clustered between 7% and 9% each. The gap between first and second isn't a gap — it's a canyon.
Here's where the fine print deserves attention.
Upon completion of the proposed IPO, MMT India will continue to be a subsidiary of MakeMyTrip and will be included in its consolidated financial statements. The mega issue is expected to consist largely of an Offer for Sale. The final structure has not been officially confirmed, but that is the shape of what is anticipated.
An Offer for Sale (OFS) means existing shareholders sell shares they already own — in this case, the Nasdaq-listed parent and its Singapore-based subsidiary ibibo Group Holdings would be selling a portion of MMT India to public investors in India. No new shares are issued, which means no fresh capital enters MakeMyTrip India's balance sheet. The money raised goes to the sellers.
Net proceeds received by MakeMyTrip and ibibo Holdings from the sale of shares in MMT India are expected to be utilised for long-term growth, strategic inorganic initiatives and repurchases of different classes of securities by MakeMyTrip. Translated: the Nasdaq parent gets the cash, and it can deploy it for acquisitions, buybacks, or future expansion.
According to sources, the company could look at raising up to $1 billion from the India listing — roughly ₹8,300 crore at current exchange rates. That would place it alongside the largest technology IPOs India has seen, in the same bracket as Zomato's ₹9,375 crore offering in 2021 and Swiggy's ₹11,327 crore listing in 2024.
The filing uses SEBI's confidential pre-filing route, which allows companies to keep details — including issue size, valuation, and price band — undisclosed until later in the listing process. The mechanism has gained traction among large issuers seeking greater flexibility while managing public disclosure pressure during the early stages of the IPO process. It's a way to explore an IPO without fully committing to one — a sensible precaution when your Nasdaq market cap has been volatile.
MakeMyTrip has engaged Kotak Mahindra Capital, Axis Capital, JP Morgan, and Morgan Stanley as bankers for the proposed listing.
1. India's retail investor base is finally large enough to matter.
When MakeMyTrip went to Nasdaq in 2010, India had a tiny demat account base and limited appetite for growth-stage tech companies. Today, India has over 17 crore demat accounts and an IPO market that regularly sees subscriptions of 50x–100x for well-known consumer brands. The company expects the India listing to improve brand visibility in its home market while strengthening its ability to attract, incentivise and retain talent in an increasingly competitive technology hiring environment. The talent point is underrated — tech employees increasingly want ESOPs in Indian-listed entities for simpler tax treatment and easier liquidity.
2. The Nasdaq valuation story has frayed.
MakeMyTrip's market capitalisation has declined over the last year, from $12.6 billion in May 2025 to $3.88 billion as of April 2026. A domestic listing, where retail investors who actually use the product can participate, could theoretically provide a richer valuation anchor — or at least a more stable one, less susceptible to the short-seller volatility that hammered the Nasdaq price.
3. The Trip.com chapter is largely closed.
This is the most underappreciated driver. Trip.com's voting stake in MakeMyTrip stood at 45.34% before the buyback — giving the Chinese travel giant effective control over board appointments and key governance decisions. MakeMyTrip raised around $3.1 billion to repurchase shares from Trip.com, and after several repurchases, Trip.com's stake came down to 16.9%. With the Chinese strategic shareholder's grip loosened, MakeMyTrip has much more freedom to restructure its capital — and listing in India is part of that restructuring.
The most interesting sentence in the entire SEC filing isn't about the IPO itself — it's buried toward the end.
"Subject to regulatory approvals, MakeMyTrip and MMT India may evaluate alternatives in the medium term to enable their respective shareholders to enjoy the benefits of a security at the MMT India level that is fungible and listed across the Indian and US capital markets."
Fungible is the key word. If achieved, it would mean that an MMT India share bought on the BSE could eventually be converted into a Nasdaq-listed instrument (or vice versa), creating a seamless cross-market security. Such a structure, if pursued and approved by regulators, could potentially provide greater flexibility and wider market access for investors, and would position MakeMyTrip among a select group of large Indian technology companies exploring dual-listing structures to tap deeper pools of capital.
This has never been done at scale in India. SEBI has been cautiously exploring dual-listing frameworks — where Indian companies can directly list overseas and vice versa — but the regulatory plumbing is still being built. If MakeMyTrip pulls this off, it would be genuinely precedent-setting.
No honest deep dive on MakeMyTrip in 2026 skips this part.
In October 2022, India's Competition Commission issued a detailed antitrust order that fined MakeMyTrip ₹230 crore — approximately $26 million — for anti-competitive and abusive practices in its hotel business.
Price parity, for context, is when a hotel platform contractually requires hotels to never offer a lower price on any other platform or on their own website. It bars hotels from offering their rooms at lower prices or on better terms on their own websites or on other platforms. It's anti-competitive because it prevents hotels from passing discounts to customers who book direct, and it locks hotels into dependence on the dominant OTA. The CCI told MakeMyTrip to stop. MakeMyTrip said it had already complied voluntarily, confirmed compliance in subsequent annual reports, and then appealed the fine.
In March 2026, short-seller Morpheus Research — which holds a short position in MakeMyTrip — accused the company of continuing those anti-competitive practices, using accounting adjustments to inflate profits, and failing to protect customers from unsafe hotels. Morpheus said it spoke with over 100 industry insiders, including former employees and hotel chain management.
Morpheus alleged MakeMyTrip continues to engage in price parity practices, with former employees describing daily parity checks that generate a "parity score" for each hotel partner. The report alleges the company maintains price parity enforcement through a "price competitiveness score" that affects hotel rankings on its platform, even without formal contractual agreements — which makes it harder to prove and easier to deny.
Morpheus further alleged an undisclosed "hub-and-spoke" cartel investigation is currently underway by the CCI. MakeMyTrip has denied the allegations. But the regulatory cloud is real, and it will be one of the things SEBI's review process scrutinises closely. Any adverse CCI finding between now and the actual listing would be a significant complication.
The short-seller report also raised accounting concerns worth noting. Morpheus pointed to a $212 million discrepancy between the company's "adjusted" profits and IFRS figures since 2021 — a gap that reflects how aggressively MakeMyTrip adds back customer acquisition costs in its preferred metric. And the company has not provisioned for the 90% of the CCI fine still under appeal; with accrued interest, Morpheus estimates the potential liability at around $34 million — roughly 60% of its FY25 net income.
The Morpheus report helped drive MakeMyTrip's Nasdaq market value down from $12.6 billion in May 2025 to around $3.88 billion in April 2026.
For those who want the plumbing in plain language:
MakeMyTrip Limited (Nasdaq-listed, holding structure)
│
├── ibibo Group Holdings Pte Ltd (Singapore) ← Both are the SELLERS in the IPO
│
└── MakeMyTrip (India) Limited ← This is what gets listed on BSE/NSE
└── GoIbibo, redBus, Happay, Flamingo Transworld (subsidiaries)
After the IPO, MMT India will be a listed Indian company — but it will still be a subsidiary of the Nasdaq parent. Despite the share sale, MakeMyTrip India will remain a subsidiary of the Nasdaq-listed parent and continue to be consolidated in its financial statements. So Indian retail investors will own a slice of MMT India; the Nasdaq parent will hold the majority; and MMT India's financials will still roll up into the group's US disclosures.
The bull case is obvious — dominant platform, growing market, profitable operations, and access to India's deep retail investor pool. The bear case deserves equal space.
The OFS structure is a yellow flag. When insiders sell and no fresh capital enters the business, the honest question is: why? If MMT India had urgent capital needs — a big acquisition pipeline, new product bets, geographic expansion — you'd expect a primary issuance. The expected OFS structure suggests the parent is monetising, not investing. The answer in the SEC filing — that proceeds will go to the parent for "long-term growth and strategic inorganic initiatives" — is plausible but circular.
The valuation question is open. At its Nasdaq peak in May 2025, MakeMyTrip commanded a market cap of $12.6 billion. By April 2026, it was $3.88 billion. The India IPO will effectively price MMT India at some fraction of the consolidated group. If the Nasdaq market is pricing the group at a discount — partly because of the short-seller allegations, partly because of the accounting noise from the Trip.com financing — the India listing's pricing will face scrutiny from institutional investors who do their homework.
The CCI overhang is unresolved. The price parity allegations are serious and multiparty. Hotel commissions have reportedly dropped from around 35% to as low as 18%, and MakeMyTrip's share of bookings at Marriott hotels in India has reportedly fallen from 38% in 2022 to 31%, while Booking.com has gained ground. Whether the cause is regulatory pressure, competitive intensity, or something else is disputed — but the direction of travel in premium hotel commissions is not.
Competition is intensifying at the edges. MakeMyTrip's AI-powered travel assistant Myra can take a traveller from initial search to confirmed, paid booking within a single conversational interface, entirely by voice if desired, and handled over 54,000 daily conversations in Q4 FY26. That's impressive — but Cleartrip, Ixigo, and increasingly international platforms like Booking.com and Agoda are all running similar AI-first playbooks. MakeMyTrip's 60% market share is a moat, but moats erode.
Here is what MakeMyTrip's homecoming actually tells us.
In 2010, India didn't have the capital market sophistication to value a loss-making internet company on its growth trajectory. By 2026, it does — and then some. The same retail investor who books a flight on MakeMyTrip at 11 PM using a UPI payment now has the maturity, and the appetite, to own a piece of that transaction.
That is a genuinely remarkable change in India's financial architecture. MakeMyTrip — which was, in its own way, an early ambassador of India's digital economy to global capital markets — wants to complete the loop.
But the IPO it is bringing home is expected to be an OFS, not a fresh fundraise. The parent is likely selling. The regulatory clouds are real. The structure is complex. The IFRS profit picture is murkier than the "adjusted" numbers suggest. And the question of what Indian investors are actually buying — a slice of a dominant domestic business, or a tracking instrument for a holding company restructuring its Nasdaq balance sheet — deserves a careful answer before the red herring turns green.
The company that taught India to book travel online is now asking India to buy into its story. The story is good. Read the fine print anyway.