MakeMyTrip Limited (NASDAQ: MMYT) has begun the formal process of listing its principal Indian operating company at home, and it has chosen the route that keeps the offer document out of public view until the regulator has finished with it. In a report furnished to the U.S. Securities and Exchange Commission on Form 6-K, the group said that on July 17, 2026 its wholly owned subsidiary MakeMyTrip (India) Limited, formerly MakeMyTrip (India) Private Limited, confidentially filed a pre-filed draft red herring prospectus with the Securities and Exchange Board of India, with BSE Limited and with the National Stock Exchange of India Limited. The filing relates to a proposed initial public offering and listing of the subsidiary’s equity shares on the Main Board of both exchanges.
The parent repeated the same disclosure ten days later in its annual report on Form 20-F for the year ended March 31, 2026, where the transaction appears under significant changes after the balance sheet date. That placement matters for readers trying to gauge how far the process has run. As of the annual report, the pre-filing was the only step the group had committed to paper.
What the group disclosed
The offering, as described, is expected to involve a sale of existing equity shares in the subsidiary by MakeMyTrip itself and by ibibo Group Holdings (Singapore) Pte. Ltd, another wholly owned member of the group. Nothing in the disclosure describes a fresh issue of shares by the Indian company. On completion the Indian entity would remain a subsidiary and would still be consolidated into the parent’s accounts, which makes this a partial sell down of a holding rather than a separation of the business.
MakeMyTrip gave two reasons. It said it expects the listing to enhance brand visibility and to support the subsidiary’s ability to incentivise and promote talent in a competitive market for technology hiring. On the money, it said the net proceeds received by the parent and by ibibo Group Holdings will further strengthen the group’s cash position and are expected to be used for long-term growth, strategic inorganic initiatives and repurchases of different classes of securities, including convertible securities.
A further step is flagged but not committed. Subject to regulatory approvals, the parent and the subsidiary may evaluate alternatives in the medium term to allow their respective shareholders to hold a security at the subsidiary level that is fungible and listed across Indian and United States capital markets. The annual report adds a piece the July announcement did not carry: by a letter dated July 6, 2026, Trip.com waived all special rights under the terms of issue governing the parent’s Class B shares in relation to the Indian subsidiary and its own subsidiaries, with effect from the listing and start of trading of the subsidiary’s equity shares. Those rights include a ceiling that allows Trip.com and its affiliates to build ownership up to 74.9%. The July 6, 2026 letter removes the special rights at the subsidiary level, with effect from the listing and start of trading.
How the pre-filing route works
The mechanism sits in Chapter IIA of SEBI’s Issue of Capital and Disclosure Requirements Regulations, 2018, which were last amended on March 21, 2026. Regulation 59B allows an issuer to make a Main Board initial public offering under that chapter in place of the ordinary route, with the rest of the rulebook applying with the changes the chapter sets out.
Regulation 59C is the operative part. The issuer files three copies of the draft offer document with SEBI through its lead managers, and files the same document with the exchanges where the shares are to be listed, along with identification details for its promoters. The document is then explicitly not available in the public domain. Within two working days of pre-filing, the issuer must publish a short announcement in an English national daily, a Hindi national daily and a regional language paper where its registered office sits, stating only that a pre-filing has happened, and stating that pre-filing does not necessarily mean the offering will proceed.
SEBI then has thirty days to recommend changes or issue observations, counted from the later of several triggers, including receipt of the document, receipt of a satisfactory reply from the lead managers, receipt of the in principle approval letter from the exchanges, and notice that interaction with qualified institutional buyers has finished. Once observations are dealt with, the issuer files an updated draft red herring prospectus I, which is the version that goes public for comments for at least twenty one days on the websites of the issuer, SEBI, the exchanges and the lead managers. A minimum gap of seven working days applies between the notice of completed interaction with institutional buyers and that filing. Public comments then feed into an updated draft red herring prospectus II. The lead managers also give an undertaking that no marketing or advertising for the intended issue will be conducted, and that public communications from board approval until the updated document or a withdrawal must stay consistent with past practice.
The business being carved out for listing
The group conducts its business principally through the Indian subsidiary, so the entity heading for the Main Board is not a fringe asset. Revenue from contracts with customers was USD 1,043,991 thousand in the year ended March 31, 2026, against USD 978,336 thousand for the prior year and USD 782,524 thousand the year before that.
Two weeks after the pre-filing, on August 3, 2026, the group reported unaudited results for the quarter ended June 30, 2026. Gross bookings reached approximately $2.9 billion, or 2,854.7 million against 2,608.5 million a year earlier, a rise of 19.9% in constant currency. Revenue under IFRS was 285.6 million against 268.8 million, up 16.1% in constant currency. Results from operating activities were $43.7 million, growth of 8.3%. Adjusted margin rose 10.8% in air ticketing, 21.3% in hotels and packages, 32.4% in bus ticketing and 27.2% in the other category, all on a constant currency basis. The group also said its conversational assistant handled over 85,000 daily conversations in the quarter, more than 45% of them from Tier II and Tier III cities, and resolved over 50% of post-booking flight and hotel queries.
Analysis: what a confidential pre-filing does and does not settle
The confidential route changes when the offer document becomes public, not what must eventually be disclosed. Under Regulation 59C the document stays private, the company says only that it has filed, and the price band, the size of the sell down and the identity of selling shareholders beyond the two named group entities are all questions for a later stage. A reader who wants those numbers will not get them from a pre-filing, by design.
What the pre-filing does establish is sequencing. SEBI’s clock does not start on a single date but on the last of a list of events, one of which is the in principle approval from BSE and the National Stock Exchange, and another of which is the close of interaction with qualified institutional buyers. That structure lets a company sound out demand before any public document exists, then only go public once the regulator’s observations are already incorporated. The visible marker to watch for is the updated draft red herring prospectus I, because that is the first version hosted on the issuer’s and the exchanges’ websites, and the first that carries an offer size.
The economics also deserve a plain reading. This is a sale of existing shares by the parent and by ibibo Group Holdings, so the cash lands at the group, not inside the Indian company, and the stated uses are group level: growth, acquisitions and buybacks of the parent’s own securities, including convertibles. The subsidiary itself gains a listed currency for hiring and a domestic profile, not fresh capital, at least on what has been disclosed. Set against a group whose quarterly gross bookings run near $2.9 billion, the structure disclosed moves existing shares between holders and does not raise capital for the Indian company.
Two open threads are worth tracking. The first is the fungibility idea, which is described only as an alternative the two companies may evaluate, subject to approvals, and which would require solving how a security trades across two jurisdictions with different settlement and ownership rules. The second is the Trip.com waiver, which is effective only from the listing and the start of trading. If the offering does not proceed, and Regulation 59C is explicit that pre-filing does not oblige an issuer to go ahead, that waiver never takes effect.
