New Delhi, March 31 -- Morpheus Research, a US-based short-seller, has published a report accusing India's largest online travel agency, MakeMyTrip Ltd, of continuing to defy a 2022 antitrust order by enforcing price parity with hotel partners, employing deceptive booking practices that mislead customers and relying on aggressive accounting adjustments to present an inflated picture of profitability.

Morpheus, which disclosed it holds short positions in the Nasdaq-listed MakeMyTrip, said its findings were based on interviews with 103 industry experts - including former employees, hotel operators and competitors - as well as analysis of thousands of customer reviews and regulatory filings.

MakeMyTrip, which commands a market value of about $3.5 billion, controls about 50% of India's online travel agency market and derives 43% of its adjusted margins from hotel bookings. The short-seller's report comes a couple of weeks after MakeMyTrip said it was considering a potential initial public offering of its India unit.

In its report, Morpheus noted that the Competition Commission of India (CCI) fined MakeMyTrip the equivalent of about $26.1 million in October 2022 for anti-competitive conduct, including price-parity clauses and exclusivity arrangements, and ordered it to cease such practices. According to the report, the company continues to monitor a "price competitiveness score" and penalises hotels with reduced visibility or business if they offer lower rates on other platforms. It also uses "Money in the Bank" deposits to lock in exclusive inventory, the report alleged.

Morpheus said it uncovered evidence of a previously undisclosed CCI investigation into alleged "hub-and-spoke" competitive behaviour that was launched in March 2024, with findings expected in early 2026. MakeMyTrip has not disclosed the probe to shareholders, the report added. The company is appealing the 2022 order; the next hearing is scheduled for April 29, 2026.

MakeMyTrip hasn't yet responded to the report. The company has previously said it voluntarily addressed the 2022 CCI concerns and confirmed compliance in its annual reports while pursuing its appeal.

MakeMyTrip was founded in 2000 by Deep Kalra. The company listed on the Nasdaq in 2010. It has long relied on prominent backers, including China's Trip.com Group, which became its largest shareholder after increasing its stake in 2019. In June 2025, MakeMyTrip raised roughly $3.1 billion through a share offering and $1.4 billion in zero-coupon convertible notes to repurchase more than 34 million Class B shares from Trip.com, cutting the Chinese group's holding from about 45% to 16.9%. Trip.com remains the largest minority shareholder and has said it will continue to support the company's growth.

The report also criticised MakeMyTrip's reliance on non-IFRS adjusted metrics, saying they have exceeded International Financial Reporting Standards (IFRS) results by $212 million since 2021, with adjustments accounting for 76% of adjusted profit in recent quarters - far higher than peers such as Booking Holdings and Expedia. It highlighted unprovisioned liabilities, including the balance of the CCI fine (potentially $34 million with 12% interest) and a $20 million receivable from insolvent airline Go First, of which only half has been impaired. The company has also continued making advances to loss-making Akasa Air, the report said.

The $1.4 billion convertible notes issued as part of the 2025 Trip.com repurchase carry a put option allowing holders to force repurchase in 2028.

Morpheus said channel checks showed MakeMyTrip losing wallet share to competitors including Booking.com and Agoda. Hotel commissions have fallen from 35% to 18% in some cases, while wallet share with chains such as Marriott has dropped from 38% to 31%. Air-ticketing revenue is flat or declining amid direct airline bookings and rivals such as Cleartrip, the report added.

The report also detailed what it called systematic "dark patterns" in customer dealings, including drip pricing, hidden fees, unsolicited insurance add-ons and false urgency messages about cab bookings. It cited chronic refund delays and denials, and an analysis of 3,679 budget and mid-scale hotel reviews in Bangalore, Delhi and Mumbai that flagged 113 properties with women's safety concerns and 219 linked to on-arrival extortion demands - many of which remain listed on the platform.

MakeMyTrip trades at a premium to global peers, at about 18 times forward earnings versus a 13 times average and 75 times trailing earnings, the report said, arguing the valuation leaves room for downside.

Published by HT Digital Content Services with permission from VC Circle.