SEBI Clears MakeMyTrip’s India IPO: Understanding the Strategy Behind the OFS

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Md Salman Ashrafi

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SEBI Clears MakeMyTrip IPO: Why Is the Parent Monetising Its Stake?
Table Of Contents
  • What has SEBI actually cleared?
  • What is an OFS?
  • Who is selling the shares, and where will the money go?
  • Then, what does MMT India gain from the IPO?
  • Does the underlying business justify investor interest?
  • What should investors check before applying?
  • The bottom line

SEBI has issued its final observations for the proposed IPO of MakeMyTrip (India) Ltd (MMT India), the Indian subsidiary of Nasdaq-listed MakeMyTrip. But there is an important detail that makes this IPO different.

The proposed IPO is expected to be entirely an Offer for Sale (OFS), meaning the Indian business will not receive fresh money from the issue.

So, why is MakeMyTrip bringing its Indian business to the stock market if it is not raising money for the business? The answer lies in the IPO structure, who is selling the shares and what they intend to do with the money.

What has SEBI actually cleared?

MMT India confidentially filed its draft IPO papers in July 2026. SEBI issued its final observations on November 6, allowing the company to move ahead with preparations for the public issue. However, the IPO date, issue size and price band have not yet been announced.

What is an OFS?

Imagine two people own a juice shop and want to sell a part of their ownership to others.

There are two ways they can do this:

  • Fresh issue: The shop creates new shares and sells them. The money goes into the shop, which can use it to buy equipment, expand or grow.
  • Offer for Sale (OFS): The existing owners sell some of their shares. The money goes to the owners, not the shop.

MMT India's proposed IPO follows the second route. Existing shareholders will sell their shares, so the Indian subsidiary will not directly receive fresh IPO money.

You can understand the difference in more detail in our guide to types of IPOs, including fresh issues and OFS.

Who is selling the shares, and where will the money go?

The proposed sellers are:

  1. MakeMyTrip Limited, the Nasdaq-listed parent.
  2. ibibo Group Holdings (Singapore) Pte Ltd, a wholly owned subsidiary of MakeMyTrip.

The money received from the share sale is expected to strengthen the parent group's cash position. MakeMyTrip plans to use the proceeds for long-term growth, strategic acquisitions and repurchases of different securities, including convertible securities.

In simple words, the money raised through this IPO will go to the existing shareholders selling their stakes, rather than directly into MMT India's bank account.

This is an important distinction for investors. They are buying a stake in the Indian business, but their investment is not directly funding its expansion.

Then, what does MMT India gain from the IPO?

If the company is not receiving fresh money, the natural question is what it gains from becoming publicly listed.

MakeMyTrip has identified two potential benefits:

  • Better brand visibility: A separate Indian listing could improve the visibility and recognition of MMT India.
  • Attracting and retaining talent: Listed shares can help the company design and offer share-based rewards to employees, which may help it compete for technology talent.

There is another important detail. MMT India will continue to remain a subsidiary of MakeMyTrip after the IPO, and its financial results will continue to be included in the parent's consolidated financial statements.

This means public investors will own a part of MMT India, but MakeMyTrip will retain control over the business.

Therefore, investors should also examine transactions between the Indian subsidiary and its parent, including shared services, expenses and other related-party arrangements, when the detailed offer documents become available.

Does the underlying business justify investor interest?

The IPO structure is only one part of the story. Investors must also examine the business they are buying into.

MakeMyTrip operates well-known travel brands, including MakeMyTrip, Goibibo and redBus. Its latest Q2 FY27 results offer some insight into the group's operating performance.

However, these are consolidated parent-company numbers, not MMT India's standalone financial results.

  • Gross bookings reached $2.72 billion, growing 20.9% year-on-year in constant currency, but 11.3% in reported US dollars (constant currency).
  • Revenue increased 11.2% in constant currency, compared with 2.5% growth in reported US dollars.
  • Adjusted operating profit stood at $46.2 million, against $44.2 million a year earlier.
  • Net profit was $1.8 million, compared with a loss of $5.7 million in the previous-year quarter.

The bus ticketing business also reported 29% growth in adjusted margin in constant currency, indicating that growth is not limited to flight bookings.

These numbers show that the group is growing, but investors will need MMT India's own financial statements to understand the profitability and growth of the actual business being listed.

What should investors check before applying?

When the detailed IPO documents become available, investors must examine five things:

  1. Issue size: How many shares are the existing shareholders selling?
  2. Remaining ownership: How much stake will MakeMyTrip retain after the IPO?
  3. Financial performance: How fast are MMT India's revenue and profits growing?
  4. Related-party transactions: How dependent is the Indian business on its parent?
  5. Valuation: Is the asking price reasonable compared with its financial performance and listed competitors?

The IPO analysis guide can help investors understand how to evaluate these factors.

The bottom line

SEBI's observations bring MakeMyTrip's Indian subsidiary one step closer to the stock market. But this is not a conventional IPO in which a company raises fresh money to expand its business.

Instead, existing shareholders are expected to sell part of their holdings, receive the proceeds and allow public investors to own a stake in MMT India, while MakeMyTrip retains control.

An OFS is not automatically a bad sign. The separate listing could bring benefits to the Indian business. But investors should understand who receives the money, what the listed company gains and whether its valuation justifies the investment.

Ultimately, the question is not just whether MakeMyTrip is a strong travel business, but whether MMT India offers good value to new shareholders at the price it eventually sets.

For more IPO developments, explore upcoming IPOs on INDmoney.

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