Unlocking Value Post-Lock-Up: MakeMyTrip's Class B Shares on the Cusp of Institutional Liquidity

The recent strategic maneuvers by MakeMyTrip Limited (MMYT) have positioned its Class B shares at a pivotal inflection point, offering institutional investors a unique opportunity to assess entry timing and anticipate a potential market re-rating. With the company's repurchase of 34 million Class B shares from Trip.com Group in July 2025MakeMyTrip Shifts Control: Repurchases 34 Million Shares, ...^[1], the stage has been set for a recalibration of ownership dynamics and corporate governance, which could catalyze renewed investor interest.

Strategic Entry Timing: The Lock-Up Expiration Conundrum

A critical factor for institutional investors is the timing of liquidity events. While MakeMyTrip's June 2025 424B5 prospectus did not explicitly disclose the lock-up expiration date for Class B sharesMakeMyTrip 424B5 Filing - $1.44B Share Offering | June 2025^[2], contextual clues from the repurchase agreement provide a plausible estimate. The 180-day lock-up period agreed upon with Trip.comTrip.com Group Announces Updates on Its Investments in ...^[3]-commencing on July 2, 2025-suggests an expiration date of January 1, 2026. This date marks a potential window for institutional investors to evaluate entry points, as the removal of lock-up restrictions could unlock liquidity for previously restricted shares.

However, timing is nuanced. The lock-up period's customary exceptionsTrip.com Group Announces Updates on Its Investments in ...^[3] imply that limited trading may occur before January 2026, but the bulk of institutional activity is likely to accelerate post-expiration. For investors, this creates a dual scenario: pre-expiration positioning to capitalize on undervaluation and post-expiration execution to navigate potential volatility.

Governance Restructuring and Market Re-Rating Potential

The repurchase of Trip.com's stake not only reduced its ownership from 45.34% to 16.90%MakeMyTrip Shifts Control: Repurchases 34 Million Shares, ...^[1] but also reshaped MakeMyTrip's board composition, with three Trip.com-nominated directors resigningIndia's MakeMyTrip completes share repurchase to ...^[4]. This governance shift signals a pivot toward independent leadership, potentially enhancing operational agility and aligning with global ESG (Environmental, Social, and Governance) investment trends. According to a report by Panabee, the appointment of new directors-including the Group CFO-underscores a commitment to transparent corporate governanceIndia's MakeMyTrip completes share repurchase to ...^[4], a factor that could attract institutional capital seeking governance-driven opportunities.

Moreover, MakeMyTrip's recent SEC filings, including a Form 20-F on June 16, 2025MakeMyTrip Limited - Investors - SEC Filings^[5], and multiple 6-K reports through September 23, 2025MakeMyTrip Limited - Investors - SEC Filings^[5], demonstrate robust compliance and financial transparency. These disclosures provide a foundation for institutional due diligence, mitigating information asymmetry and fostering confidence in the company's operational resilience.

Risk Mitigation and Liquidity Dynamics

While the lock-up expiration presents opportunities, it also introduces risks. The influx of previously restricted shares into the market could exert downward pressure on the stock price, particularly if selling pressure exceeds demand. However, MakeMyTrip's concurrent public offering of 16 million ordinary shares at $90.00 per shareMakeMyTrip 424B5 Filing - $1.44B Share Offering | June 2025^[2]-raising $1.44 billion-suggests a deliberate effort to balance liquidity with capital preservation. This capital infusion, coupled with the cancellation of repurchased sharesMakeMyTrip Shifts Control: Repurchases 34 Million Shares, ...^[1], may fortify the company's balance sheet, countering potential volatility.

Conclusion: A Calculated Entry for Long-Term Value

For institutional investors, the interplay of governance restructuring, regulatory compliance, and impending liquidity makes MakeMyTrip's Class B shares a compelling case study. The January 2026 lock-up expiration could serve as a catalyst for a market re-rating, particularly if the company demonstrates executional momentum in its post-restructuring phase. Strategic entry timing-leveraging pre-expiration undervaluation while hedging against post-expiration volatility-offers a pathway to capitalize on this inflection point.

As the travel tech sector continues to evolve, MakeMyTrip's recalibrated governance and financial discipline position it to reclaim its narrative in a competitive landscape. Investors who align their strategies with these structural shifts may find themselves well-positioned to unlock value in the months ahead.