MakeMyTrip Ltd美股招股说明书(2025-06-20版)

We are offering 16,000,000 ordinary shares, par value US$0.0005 per share in this offering. Our ordinary shares are listed on the Nasdaq Global Market under the symbol“MMYT.”. We will receive all of the net proceeds from this offering. Concurrently with this offering, we are offering, US$1.25billion aggregate principal amount of convertible senior notes, plus up to US$187.5million aggregate principal amountof our convertible senior notes if the initial purchasers in the convertible notes offering exercise in full their option to purchase additional convertible senior notes, which we referto as the Concurrent Notes Offering. The convertible senior notes are being concurrently offered in a separate offering in reliance on Rule144A under the Securities Act of 1933, asamended, or the Securities Act, to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule144A under the Securities Act). Neither this prospectussupplement nor the accompanying prospectus is an offer to sell, or a solicitation of an offer to buy, any securities being offered in the Concurrent Notes Offering. The completion of the offering hereunder is contingent upon the completion of the Concurrent Notes Offering, and the completion of the Concurrent Notes Offering is contingentupon the completion of the offering hereunder. Our outstanding share capital consists of ordinary shares and ClassB convertible ordinary shares, or ClassB Shares. Generally, ClassB Shares have the same rights andpreferences as the ordinary shares except as specifically set forth in the Terms of Issue governing the ClassB Shares, or the Terms of Issue. Except as otherwise required by law,the Terms of Issue or our Constitution, our ordinary shares and ClassB Shares vote together as a single class on all matters on which our shareholders are entitled to vote. See“Description of Share Capital” in the accompanying prospectus. Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on pageS-17of this prospectus supplement and page6tothe accompanying prospectus to read about the risks you should consider before purchasing our ordinary shares. You should read this prospectussupplement and the accompanying prospectus, together with the documents we incorporate by reference, before you invest in our ordinary shares. Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities ordetermined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. Public offering price Underwriting discounts and commissions We have granted the underwriters the option, exercisable in whole or from time to time in part, to purchase additional 2,400,000 ordinary shares, representing an aggregate totalpublic offering price of approximately US$211.7million from us at the public offering price, less underwriting discounts and commissions, within 13 days of the date of thisprospectus supplement. The underwriters expect to deliver the ordinary shares against payment in New York on or about June23, 2025 (such settlement being referred to as “T+2”). UnderRule15c6-1under the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, trades in the secondary market generally are required to settle in one business day, unless the partiesto any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the ordinary shares more than one business day prior to June23, 2025 will be required, byvirtue of the fact that the ordinary shares settle on T+2 to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of theordinary shares who wish to trade the ordinary shares during such period should consult their advisors. Joint Book-Running Managers J.P. Morgan Morgan Stanley Prospectus supplement dated June17, 2025 Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTINCORPORATION OF DOCUMENTS BY REFERENCESPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYSUMMARY CONSOLIDATED FINANCIAL DATATHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDILUTIONDIVIDEND POLICYUNDERWRITINGTAXATIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATION PROSPECTUS ABOUT THIS PROSPECTUSFORWARD-LOOKING STATEMENTSOUR COMPANYCORPORATE INFORMATIONRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF SHARE CAPITALENFORCEABILITY OF CIVIL LIABILITIES TAXATIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION ABOUT USINCORPORATION OF DOCUMENTS BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the U.S. Securities and ExchangeCommission, or the SEC, using a “shelf” registration process. Under the shelf registration process, from time