INCOME STATEMENT

2. OVERVIEW OF THE COMPANY’S
FINANCIAL PERFORMANCE

On a Consolidated basis, Revenue from Operations
increased by 34.5% YoY to I 126,263.48 million in FY26,
compared to 193,899.03 million in FY25 supported by
growth in placed orders and increased adoption of
value-added services by sellers on the platform.

The Adjusted EBITDA (Marketplace) compressed to
(111,778.27 million) in FY26 from (11,166.65 million) in
FY25. This was attributable to a combination of strategic
investments and one-time headwinds, including:

• Temporary logistics cost headwinds arising from
third-party logistics (3PL) industry consolidation
during Q2 and Q3 of Financial Year 2026.

• Increased investments in new user acquisition
initiatives across awareness building, traffic
acquisition and new consumer incentives.

• Higher technology infrastructure investments
as the Company built built AI infrastructure
including training multiple deep learning models,
investments in Large Language Models (‘LLMs’) and
agentic platforms.

• Strengthening of AI/ML and engineering talent
across the organization.

Losses for the year improved significantly by 65.6%,
reducing to 113,577.38 million in FY26 from 139,417.05
million in FY25 primarily due to one-time expenses related
to the corporate reorganization undertaken in FY25.

The detailed operational performance of the
Company has been comprehensively discussed in the
Management Discussion and Analysis Report, which
forms an integral part of this Annual Report.

3. STATE OF THE COMPANY’S AFFAIRS

Meesho is a multi-sided technology platform
driving e-commerce in India by connecting four key
stakeholders: consumers, sellers, logistics partners,
and content creators. Our platform is designed to
serve all segments of consumers across India by
making e-commerce affordable, accessible and
engaging. We are focused on providing ‘Everyday
Low Prices' to consumers enabled by our technology-
first operations, platform scale and efficiency to
offer low cost order fulfilment to sellers on Meesho.
This, along with a zero commission model for sellers
enables them to reduce the average cost charged to
sellers and provide a wide assortment of products
ranging from low cost unbranded products, regional
brands and national brands at affordable prices
on Meesho.

We operate in two business segments: Marketplace,
which is a technology platform connecting consumers,
sellers, logistics partners and content creators; and New
Initiatives such as our low cost local logistics network
for daily essentials, a digital financial services platform
and a vertical that provides agentic AI services.

4. MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE
COMPANY

There were no material changes and commitments
affecting the financial position of the Company which
occurred between the end of the financial year to
which these financial statement relates and the date
of this Annual Report.

There has been no change in the nature of business of
the Company during the financial year under review.

5. MATERIAL EVENTS AND
DEVELOPMENTS DURING THE
FINANCIAL YEAR UNDER REVIEW

A. Initial Public Offering ('IPO’) & Listing of
Equity Shares of the Company
During the financial year under review, to facilitate the
transition into a listed public entity, the name of the
Company was changed from ‘Fashnear Technologies
Private Limited’ to ‘Meesho Private Limited' effective
May 13, 2025. Subsequently, the Company was
converted from a private limited company to a public
limited company and consequent to this conversion,
the name of the Company was finalized as ‘Meesho
Limited' and a fresh Certificate of Incorporation was
issued by the Registrar of Companies, Karnataka, on
June 10, 2025.

The Company successfully launched its Initial Public
Offering (‘IPO’), which witnessed overwhelming
response and subscription from institutional, corporate,
and retail investors. The capital raise comprised a total
offer size of 488,396,721 Equity Shares of face value
of 11 each, aggregating to 154,212.04 million (the
“Offer”). The structure of the Offer included, Fresh
Issue of 382,882,882 Equity Shares of face value of
11 each aggregating to 1 42,500 million and an Offer
for Sale of 105,513,839 Equity Shares of face value of
11 each aggregating to 111,712.04 million by certain
existing shareholders.

The public subscription was opened on Wednesday,
December 3, 2025, and successfully closed on Friday,
December 5, 2025. The issue was managed by a
syndicate of Book Running Lead Managers (‘BRLM’)
including, Kotak Mahindra Capital Company Limited,
J.P. Morgan India Private Limited, Morgan Stanley India
Company Private Limited, Axis and Citigroup Global
Markets India Private Limited.

Following the successful completion of the IPO,
the equity shares of the Company were listed and
admitted to trading on the National Stock Exchange of
India Limited (‘NSE’) and BSE Limited (‘BSE’) effective
December 10, 2025. This transition marks a historic
milestone, bringing the Company into the public
capital markets and expanding our base of long¬
term stakeholders.

The Board of Directors extends its profound
appreciation to the BRLMs, legal counsels, statutory
authorities, and all associated intermediaries for their
unwavering commitment and seamless execution in
successfully delivering the Company's IPO.

The Board also expresses its sincere gratitude to the
regulatory authorities, particularly the Securities and
Exchange Board of India (‘SEBI’) and the Registrar of
Companies (‘RoC’), for their invaluable guidance and
support throughout this milestone journey, enabling
the Company to present its equity narrative to the
public markets.

Most importantly, the Directors extend a warm welcome
and heartfelt gratitude to our new public shareholders.
We are deeply honored by your investment, your
trust in our vision, and your confidence in Meesho's
management as we embark on this next chapter of
compounding value creation.

B. Scheme of Arrangement amongst Meesho
Limited (the 'Company’ or 'Meesho’), Meesho
Technologies Private Limited ('MTPL’), Meesho
Grocery Private Limited ('MGPL’), Meesho
Inc. and their respective shareholders and
creditors ('Scheme’)

During the financial year under review, the Hon'ble
National Company Law Tribunal, Bengaluru vide its
Order dated May 27, 2025, approved the Scheme of
Arrangement between the Company, MTPL, MGPL,
Meesho Inc. and their respective shareholders and
creditors under Sections 230 to 232 of the Companies
Act, 2013 (the ‘Act’).

The Scheme was undertaken with the objective of
streamlining and simplifying the corporate structure of
the Company, including elimination of the cross-border
management structure. Further, the segregation of the
E-Commerce and Grocery businesses into separate
entities was aimed at enabling focused management,
independent growth and expansion opportunities,
operational efficiencies, and optimum utilisation of
resources. The Scheme was also intended to strengthen
governance, enhance transparency and reporting
standards, and provide greater flexibility for future
fund-raising and strategic initiatives.

Pursuant to the Scheme, the following transactions
were undertaken;

(i) Demerger

To drive operational focus, enhance agility,
and optimize capital allocation, the Company
undertook a strategic corporate restructuring
during the year. As part of this exercise, while
the core business lines remained intact, the
marketplace operations and the grocery business
were strategically transitioned and demerged
into dedicated, newly incorporated wholly-
owned subsidiaries of the Company, namely
MTPL and MGPL, respectively. The Demerger
was effective from June 15, 2025. Consequently,
the Company now operates these businesses
through specialized subsidiaries, enabling greater
operational focus, enhanced agility, and dedicated
growth strategies for each business vertical. The
following undertakings were demerged pursuant
to the Scheme:

Meesho Technologies Private Limited, ('MTPL’)

MTPL was incorporated in the year 2024 as a
wholly-owned subsidiary of Meesho and is a private
company limited by shares under the provisions of the
Companies Act, 2013. MTPL operates the e-commerce
marketplace branded as “Meesho”, which provides an
online marketplace platform for independent suppliers
and sellers to list, promote and sell products across a
wide range of categories to end consumers.

MTPL has been identified as a Material Subsidiary
of the Company in terms of Regulation 16(1)(c) of
the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations’).

Meesho Grocery Private Limited, ('MGPL’)

MGPL was incorporated in the year 2024 as a
wholly-owned subsidiary of Meesho and is a private
company limited by shares under the provisions of the
Companies Act, 2013. MGPL is engaged in operating
a local logistics network for the distribution of daily
essentials and grocery products, with a focus on last-
mile delivery to consumers across India.

a. Demerger of E-Commerce Undertaking: The
E-Commerce Undertaking of the Company
was demerged and transferred to MTPL on a
going concern basis.

b. Demerger of Grocery Undertaking: The
Grocery Undertaking of the Company was
demerged and transferred to MGPL on a
going concern basis.

(ii) Amalgamation

Meesho Inc., incorporated in the State of Delaware,
United States of America, was amalgamated with
and into the Company effective from June 21,
2025, with all its assets and liabilities vesting in
the Company. Consequently, Meesho Inc. ceased
to exist as a separate entity. As a result, Meesho
Inc. ceased to be a holding entity of Meesho
upon amalgamation.

MGPL has been identified as a Material Subsidiary of
the Company in terms of Regulation 16(1)(c) of the SEBI
Listing Regulations.

Meesho Payments Private Limited, (‘MPPL’)

MPPL was incorporated in the year 2019 as a subsidiary
of Meesho and is a private company limited by shares
under the provisions of the Companies Act, 2013.
MPPL is engaged in providing digital financial services
to the stakeholders on the Meesho platform. MPPL
currently operates as a Lending Service Provider,
facilitating financing arrangements between Non¬
Banking Financial Companies (NBFCs) and sellers and
consumers on the Meesho platform, and also extends
a first loss default guarantee to its financing partners
in connection with such arrangements.

Meesho Networks LLC, ('Meesho LLC’)

Meesho LLC was incorporated as a Limited Liability
Company in the year 2025, under the Delaware
General Corporation Law with the Secretary of State
of Delaware. Meesho LLC, is a wholly owned subsidiary
of the Company, with the Company holding 100% of its
issued and outstanding common units.

Meesho LLC has been set up with the primary objective
of commercialising artificial intelligence technologies

and solutions, with a view to leveraging advanced AI
capabilities to develop and deploy new technology-
driven products and services for the benefit of the
Meesho platform ecosystem.

Valmo Transportation Private Limited, (‘VTPL.’)

VTPL was incorporated in the year 2026 as a wholly
owned subsidiary of Meesho and is a private company
limited by shares under the provisions of the Companies
Act, 2013. VTPL is engaged in providing logistics
and supply chain services to the Company and its
group entities.

The key changes relating to the Company's subsidiaries
during the financial year under review and as on date
of this report are set out below:

i. Incorporation of Wholly Owned
Subsidiary(ies)

a. Valmo Transportation Private Limited

During the financial year under review, the
Board of Directors of the Company, at its
meeting held on January 12, 2026, approved
the incorporation of a Wholly Owned
Subsidiary (‘WOS’), Valmo Transportation
Private Limited (‘VTPL’). The Certificate
of Incorporation of VTPL was received on
January 28, 2026.

b. Meesho Networks LLC

Meesho Networks LLC (‘Meesho LLC’) was
incorporated as a Limited Liability Company
on April 21, 2025, under the Delaware
General Corporation Law with the Secretary
of State of Delaware. The Certificate of
Incorporation of Meesho LLC was received
on April 21, 2025.

ii. Cessation of Subsidiary

PT Fashnear Technology Indonesia, a wholly-
owned subsidiary of the Company, was liquidated
and consequently ceased to be a subsidiary of the
Company with effect from October 06, 2025.

iii. Strategic Investments in Subsidiaries

a. Additional Investment in Meesho

Technologies Private Limited (‘MTPL’)

Pursuant to the Objects of the Initial Public
Offer (‘IPO’) and as per Page 204 of the
Prospectus of the Company dated December
05, 2025, the Company made an investment
of ^28,900 million in MTPL, by subscribing
to its rights issue. The Company acquired
1,310,657,596 equity shares of face value
110 each at a premium of ^12.05 per share.

The investment was made to support
MTPL's investment for cloud infrastructure,
expenditure towards marketing and brand

Statements of each of its subsidiaries, are
available on the Company's website at
https://investor.meesho.com/results

There are no associates or joint venture
companies within the meaning of Section 2(6)
of the Act.

The Company has formulated a policy on
identification of material subsidiaries in
accordance with the SEBI Listing Regulations
and the same is available on the Company's
website athttps://investor.meesho.com/
governance?tab=policies-and-codes.

iv. Internal Re-organization

The Board of Directors of the Company, at its
meeting held on March 31, 2026, approved an
internal re-organization of certain operational
functions, which involves the transfer of certain
existing operational contracts, transfer of
employees, licensing of technical infrastructure
on a non-exclusive basis. By segregating logistics-
support and e-commerce services into distinct
legal structures, the Company aims to improve
service accountability and achieve long-term
administrative synergies. VTPL, as a Goods
Transport Agency under the GST laws, provides
transportation services comprising mid-mile and
last-mile logistics.

Pursuant to the above referred re-organisation
of the Group's logistics business, effective April
13, 2026, the company has enabled functional
specialisation and more focused management of
the logistics business.

\ CHANGES IN SHARE CAPITAL

Authorized Share Capital

The Authorised Share Capital of the Company as on
March 31, 2026, stood at 115,599,893,170/- (Rupees
One Thousand Five Hundred Fifty-Nine Crore Ninety-
Eight Lakh Ninety-Three Thousand One Hundred and
Seventy Only), which increased from 1100,000,000/-
(Rupees Ten Crore Only) as on March 31, 2025.

Issued, Subscribed and Paid-up
Share Capital

The issued, subscribed and paid-up share capital of the
Company as on March 31, 2026 is 14,564,055,196/-
(Rupees Four Hundred and Fifty-Six Crore Forty Lakh
Fifty-Five Thousand One Hundred and Ninety-Six
Only), equity shares of face value of 1 1/- (Rupees One
only) each.

During the financial year under review, changes in
the paid-up share capital of the Company occurred
pursuant to the following events:

a. Issue of Bonus Equity Shares

The Company allotted bonus equity shares
in the ratio of 47.2509:1, i.e. 47.2509 (Forty-
Seven Point Two Five Zero Nine) bonus equity
shares for every one equity share held, to the
existing equity shareholders of the Company.
Accordingly, 4,114,359,925 (Four Hundred
and Eleven crores Forty-Three lakhs Fifty Nine
Thousand Nine Hundred and Twenty Five)
equity shares of 11/- each were allotted as fully
paid-up bonus shares.

b. Cancellation and Allotment of Equity
Shares and Compulsorily Convertible
Preference Shares pursuant to the Scheme
of Arrangement

Cancellation of Equity Shares:

Pursuant to the Scheme of Arrangement amongst
Meesho, MTPL, MGPL, Meesho Inc. and their
respective shareholders and creditors (‘Scheme’)
under Sections 230 to 232 of the Companies
Act, 2013, approved by the National Company
Law Tribunal, Bengaluru Bench on May 27, 2025,
effective from June 21, 2025, 4,069,973,450
(Four Hundred and Six Crore Ninety-Nine Lakh
Seventy-Three Thousand Four Hundred and Fifty)
equity shares held by Meesho Inc. and through its
nominee in the Company were cancelled.

Allotment of Equity Shares

Pursuant to the said scheme of arrangement
1,816,003,860 (One Hundred and Eighty-One
Crore Sixty Lakh Three Thousand Eight Hundred
and Sixty) Equity Shares of the Company were
issued and allotted on a pro rata basis to the
equity shareholders of Meesho Inc.

Allotment of Compulsorily Convertible
Preference Shares (CCPS)

Pursuant to the said scheme of arrangement the
Company allotted 2,182,749,485 (Two Hundred
and Eighteen Crores Twenty-Seven Lakhs Forty-
Nine Thousand Four Hundred and Eighty-Five)
Compulsorily Convertible Preference Shares
(‘CCPS’) of 11/- each across different series (Series
Seed, Series A, Series A-1, Series B, Series C, Series
D-1, Series D-2, Series E, Series E-1, Series E-1A and
Series F) to the erstwhile preference shareholders
of Meesho Inc., as consideration other than cash
pursuant to the Scheme, at a conversion ratio of 1:1
(i.e. one CCPS convertible into one equity share).

c. Conversion of Convertible Preference
Shares (CCPS) into Equity Shares

Pursuant to the conversion of Compulsorily
Convertible Preference Shares (‘CCPS’) issued
under the Scheme of Arrangement, the Company
allotted 2,182,749,485 (Two Hundred and

Eighteen Crores Twenty-Seven Lakhs Forty-Nine
Thousand Four Hundred and Eighty-Five) equity
shares of 11/- each of the Company, fully paid-
up, upon conversion of the aforesaid CCPS across
different series (Series Seed, Series A, Series A-1,
Series B, Series C, Series D-1, Series D-2, Series E,
Series E-1, Series E-1A and Series F) at a conversion
ratio of 1:1, to the respective holders thereof.

All preference shares issued by the Company
have been converted into Equity Shares and
the Company does not have any outstanding
preference share capital as on the date of
this Report.

d. Allotment of Equity Shares pursuant to
Initial Public Offering (IPO)

Pursuant to the Initial Public Offering of the
Company, 382,882,882 (Thirty-Eight Crores
Twenty-Eight Lakhs Eighty-Two Thousand Eight
Hundred and Eighty-Two) equity shares of 11/-
each, fully paid-up, were allotted on December 8,
2025, by way of Fresh Issue.

e. Allotment of Equity Shares under Meesho
Limited - Employee Stock Option Plan, 2024
(‘ESOP 2024 Plan’)

The Company has made a fresh allotment of
50,957,752 (Five Crores Nine Lakhs Fifty Seven
Thousand Seven Hundred and Fifty Two) equity
shares of face value of 1 1/- each fully paid-up
to the eligible employees of the Company upon
exercise of vested options under the ESOP 2024
Plan. The shares so allotted rank pari-passu with
the existing equity shares of the Company.

Apart from the above, there was no other change
in the share capital of the Company during the
financial year under review. The Company has
neither issued any shares with differential voting
rights as to dividend, voting or otherwise, nor
issued any sweat equity shares during the financial
year under review.

8. DIRECTORS ANDKEY MANAGERIAL PERSONNEL

DIRECTORS

As at March 31, 2026, the Company's Board comprised
eight (8) members comprising two Executive Directors,
four (4) Non-Executive Independent Directors
including one(1) Woman Independent Director and
two (2) Non- Executive Non- Independent (Nominee
Directors).

The Company comprises an optimum combination
of Executive, Non-Executive and Independent
Directors possessing diverse experience and

expertise across various fields including business
strategy, finance, governance, legal, technology,
operations and management. The composition of
the Board is in compliance with the provisions of the
Act, and the SEBI Listing Regulations.

The details of the composition of the Board of Directors
are given in the Corporate Governance Report which
forms an integral part of this Annual Report.

a. Appointment

During the financial year under review, following

appointments were made by the Board of

Directors, pursuant to the approval of the

members at the Extraordinary General Meeting

(‘EGM’) held on June 25, 2025.

• Mr. Mukul Arora (DIN: 01099294) was appointed
as a Non Executive - Non Independent Director
of the Company (Nominee of Elevation Capital
V Limited), liable to retire by rotation, with
effect from June 04, 2025.

• Mr. Mohit Bhatnagar (DIN: 00381741) was
appointed as a Non Executive - Non Independent
Director of the Company, (Nominee of Peak
XV Partners Investments V), liable to retire by
rotation, with effect from June 16, 2025.

• Mr. Rohit Bhagat (DIN: 02968574) was appointed
and designated as Lead Independent Director
of the Company, to hold office for a period of
5 Years with effect from June 16, 2025.

• Mr. Hari Shanker Bhartia (DIN: 00010499) was
appointed as a Non Executive Independent
Director of the Company, to hold office for a
period of 5 Years with effect from June 16, 2025.

• Mr. Surojit Chatterjee (DIN: 07439364) was
appointed as a Non Executive Independent
Director of the Company, to hold office for a
period of 5 Years with effect from June 16, 2025.

• Ms. Kimsuka Narsimhan (DIN: 02102783) was
appointed as a Non Executive Independent
Director of the Company, to hold office for a
period of 5 Years with effect from June 22, 2025.

The Directors of the Company have confirmed that
they meet the eligibility criteria prescribed under the
applicable laws and regulations and are not disqualified
from being appointed as Directors in terms of the
provisions of Section 164 of the Act.

The Board is of the opinion that all the Independent
Directors appointed during the financial year are
independent of the management of the Company
and fulfil the conditions specified under the Act and
the SEBI Listing Regulations for their appointment as
an Independent Directors. Further they possess the
requisite qualifications, experience, expertise and
integrity required for the discharge of their duties
and responsibilities.

b. Change in Designation

Mr. Vidit Aatrey (DIN: 07248661), who was
re-appointed as a Whole-time Director of the
Company with effect from November 27, 2024,
for a period of five years, was redesignated as the
Chairman, Managing Director and Chief Executive
Officer (‘CEO’) of the Company during the financial
year under review with effect from June 22, 2025,
for the remainder of his tenure, pursuant to the
approval of the members at the Extraordinary
General Meeting held on June 25, 2025.

c. Retire by Rotation

In accordance with the provisions of Section 152 of
the Act and the Company's Articles of Association,
Mr. Mukul Arora (DIN: 01099294), Non-Executive
Non-Independent Director, is liable to retire
by rotation, being eligible offers himself for re¬
appointment at the ensuing 11^th Annual General
Meeting (‘AGM’) of the Company. Your Directors'
recommend his re-appointment.

The detailed profile of Mr. Mukul Arora, seeking
re-appointment at the ensuing AGM as required
under Regulation 36(3) of the SEBI Listing
Regulations and Secretarial Standard-2 (SS-2) on
General Meetings is provided separately by way
of an Annexure to the Notice of the AGM which
forms an integral part of this Annual Report.

KEY MANAGERIAL PERSONNEL (‘KMP’)

During the financial year under review, in
terms of the provisions of the Act read with the
Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and the
SEBI Listing Regulations, the following persons
were appointed/redesignated as Key Managerial
Personnel (‘KMP’) of the Company:

1. Mr. Vidit Aatrey, (DIN: 07248661) redesignated
as the Chairman, Managing Director and
Chief Executive Officer with effect from
June 22, 2025;

2. Mr. Dhiresh Bansal, appointed as Chief
Financial Officer with effect from May 23,
2025; and

3. Mr. Rahul Bhardwaj, appointed as Company
Secretary & Compliance Officer with effect
from May 23, 2025.

INDEPENDENT DIRECTORS’ DECLARATION
AND MEETING

All the Independent Directors of the Company
have given their declarations to the Company
under Section 149(7) of the Act that they meet the
criteria of independence as provided under Section
149(6) of the Act read with Regulation 16(1)(b) of
the SEBI Listing Regulations. There has been no
change in the circumstances affecting their status
as Independent Directors of the Company.

All the Independent Directors of the Company
have confirmed their registration/renewal of
registration, on Independent Directors' Databank
and are either exempt from or have completed the
online proficiency self-assessment test conducted
by the Indian Institute of Corporate Affairs (IICA)
in accordance with the provisions of Section 150
of the Companies Act, 2013. The Directors have
further confirmed that they are not debarred from
holding the office of director under any SEBI order
or any other such authority.

The Board of Directors of the Company has taken
on record the declarations and confirmations
submitted by the Independent Directors.

Further, in the opinion of the Board, the
Independent Directors of the Company possess
necessary expertise, integrity, experience and
proficiency in their respective fields and they
fulfill the conditions specified in the regulations
and are independent of the management.

9. BOARD GOVERNANCE

Board Meetings

During the financial year under review, the Board of
Directors met 26 (twenty-six) times to provide strategic
oversight and navigate the Company through its
transition to a publicly listed entity.

In strict adherence to the provisions of the Act and
the SEBI Listing Regulations, the maximum time gap
between any two consecutive Board meetings did
not exceed 120 days, and the requisite quorum was
consistently present at all meetings.

The details of the Board meetings and the attendance
of the Directors at these meetings are given in the
Corporate Governance Report which forms an integral
part of this Annual Report.

Board Committees

To ensure robust corporate governance, facilitate
specialized oversight, and ensure strict compliance
with statutory requirements, the Board of Directors
has constituted various specialized committees. These
committees operate under clearly defined terms of

reference to evaluate specific business functions,
oversee critical operational frameworks, and make
informed decisions within the authority delegated to
them by the Board.

As of March 31, 2026, the Board has constituted the
following 5 (five) statutory committees as per the
requirement of the Act and the SEBI Listing Regulations:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders' Relationship Committee;

• Risk Management Committee; and

• Corporate Social Responsibility Committee.

All the recommendations made by the Board
Committees, including the Audit Committee, were
accepted by the Board.

Details of Committees along with their terms of
reference, composition, number of committee meetings
held during the financial year and the attendance of
individual committee members are provided in the
Corporate Governance Report, which forms an integral
part of this Annual Report.

Board Evaluation

The annual performance evaluation of the Board, its
Committees and individual Directors was carried out in
accordance with the provisions of the Act and the SEBI
Listing Regulations.

The Nomination and Remuneration Committee had
prescribed the criteria and framework for evaluation
of the performance of the Board, its Committees and
the Directors. The evaluation process was conducted
through structured questionnaires covering various
aspects including composition of the Board and
Committees, effectiveness of Board processes, quality
and timeliness of flow of information, participation
in meetings, governance standards and overall
functioning. The Board evaluated its own performance
as well as the performance of its Committees after
seeking inputs from all the Directors. The Nomination
and Remuneration Committee also reviewed the
performance of individual Directors based on their
participation, contribution and effectiveness in Board
and Committee meetings.

Further, a separate meeting of the Independent
Directors was held in accordance with Schedule IV of
the Act and the SEBI Listing Regulations, wherein the
performance of the Non-Independent Directors, the
Board as a whole and the Chairman of the Company
was evaluated.

The evaluation criteria and process were broadly
aligned with the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of

India. The outcome of the evaluation process was
discussed by the Board, the respective Committees
and the Independent Directors, and the Directors
expressed satisfaction with the overall effectiveness
and functioning of the Board and its Committees.

Board Policies and Charters

The Company has established various Board-approved
policies, codes and committee charters to promote
effective governance, ethical business conduct,
regulatory compliance and sound risk management
practices across the organisation.

The Company has charters for the Audit Committee,
the Nomination and Remuneration Committee, the
Risk Management Committee, the Corporate Social
Responsibility Committee, and the Stakeholders'
Relationship Committee and policies & codes as
required, which are in line with the requirements of the
Act and the SEBI Listing Regulations.

The details of the policies/codes as adopted by the Board
are available on the Company's website athttps://investor.
meesho.com/qovernance?tab=policies-and-codes.

Policy on Board’s appointment and
remuneration

The Company has in place a Nomination and
Remuneration Policy in accordance with the provisions
of the Act and the SEBI Listing Regulations. The Policy
lays down the criteria for appointment, remuneration
and evaluation of Directors, Key Managerial Personnel
and Senior Management Personnel, including criteria
for determining qualifications, positive attributes,
integrity, expertise, experience, diversity and
independence of Directors.

During the financial year under review, the Company
has also adopted a Board Diversity Policy to promote
an appropriate balance of skills, experience, gender,
knowledge and backgrounds on the Board. The Policy
aims to ensure that the Board comprises individuals
with diverse perspectives and expertise, enabling
effective oversight of the Company's business,
strategic direction and governance while aligning with
applicable regulatory requirements and corporate
governance best practices.

The Nomination and Remuneration Policy is available
on the website of the Company athttps://investor.
meeshoÝcom/qovernance?tab=policies-and-codesÝ

More details about the Nomination and Remuneration
Policy is provided in the Corporate Governance Report.

During the financial year under review, the Company did
not have any pecuniary relationship or transactions with
any of its Directors, other than payment of remuneration

to the Executive Directors and Non-Executive
Independent Directors and reimbursement of expenses
incurred by them for the purpose of attending the Board
and Committees meetings of the Company.

10. DIRECTORS’ RESPONSIBILITY
STATEMENT

Pursuant to the requirement under Section 134(3)(c)
of the Companies Act, 2013, the Board of Directors of
the Company, to the best of their knowledge, belief and
ability and explanations obtained by them, confirm that:

a. In the preparation of the Annual Financial
Statements for the financial year ended March
31, 2026, the applicable accounting standards
have been followed and there were no
material departures;

b. the Directors had selected such accounting
policies as mentioned in Notes to the Annual
Financial Statements and applied them
consistently and made judgments and estimates
that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the
Company as at March 31, 2026, and of the profit
of the Company for that period;

c. the Directors had taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

d. the annual financial statements for the financial
year ended March 31, 2026, have been prepared
on a going concern basis;

e. they had laid down proper internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively;

f. they had devised proper systems to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and
operating effectively.

11. EMPLOYEE STOCK OPTION PLAN

The Company firmly believes that equity-based
compensation is a critical tool to foster a culture of
ownership, drive wealth creation, and attract and
retain top-tier talent. To align the interests of our
workforce with the long-term strategic objectives of
the Company, the Company administers robust Share-
Based Employee Benefit (‘SBEB’) frameworks.

During the financial year 2025-26, Meesho Inc.
(erstwhile holding company) merged with the Company.
Meesho Inc had a separate ESOP Plan namely Meesho
2016 Stock Incentive Plan (‘Meesho Inc. ESOP Plan’).
Pursuant to the approved scheme of Merger, all

the options (allocated and Unallocated) under the
Meesho Inc. ESOP Plan were successfully rolled over
into the Company's Meesho Limited - Employee Stock
Option Plan 2024 (‘ESOP 2024 Plan’). To the extent
of 7,533,809 options under Pool-1 , exercisable into
369,156,641 equity shares (conversion ratio of 49
equity shares for every one option) and upto 1,772,475
options under Pool-2, exercisable into 106,348,500
equity shares (conversion ratio of 60 equity shares for
every one option).

In preparation for IPO the consolidated ESOP 2024
Plan was amended to ensure conformity with the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(‘SEBI SBEB Regulations’).

Immediately, post listing, the shareholders of the
Company approved the ratification of the ESOP
2024 Plan by way of passing a special resolution on
February 12, 2026, in compliance with SEBI SBEB
Regulations and also the Company successfully
obtained the requisite in-principle approvals from the
stock exchanges for the allotment and listing of equity
shares corresponding to the exercise of already vested
stock options.

A certificate obtained from the Secretarial Auditors,
confirming that the ESOP 2024 Plan of the Company
is in compliance with the SEBI SBEB Regulations will
be available for electronic inspection by the Members
during the ensuing AGM of the Company.

In compliance with the provision of Section 62 of the
Act and the Rules made thereunder and Regulation 14
of the SEBI SBEB Regulations, a statement disclosing
the summary of options granted, vested, exercised,
and lapsed during the financial year ended March
31, 2026 is available on the Company' website at
https://investor.meesho.com/governance.

12. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility (‘CSR’) Committee in compliance with
the provisions of Section 135 of the Companies
Act, 2013. However, during the financial year under
review, the Company was not required to incur CSR
expenditure as it did not meet the criteria prescribed
under Section 135 of the Companies Act, 2013 for
mandatory CSR spending.

Details regarding the composition and terms of
reference of the CSR Committee are provided in the
Corporate Governance Report, which forms an Integral
part of this Annual Report.

As part of its commitment towards sustainable and
inclusive growth, the Company voluntarily undertook
various CSR initiatives during the year. Details of such CSR
activities voluntarily undertaken by the Company during
the financial year are set out in Annexure 2 to this Report.

prepared in the prescribed format under the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

The Company has formulated a CSR Policy in accordance
with the provisions of Section 135 of the Companies Act,

2013 and the Rules made thereunder. The CSR Policy is
available on the website of the Company athttps://investor.
meesho.com/qovernance?tab=policies-and-codes

13. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The information required under Section 197(12) of the
Act, read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014 including the ratio of the remuneration of each
Director to the median employee's remuneration is
annexed to this Report asAnnexure - 3.

Furthermore, the statement containing the particulars of
the top 10 employees in terms of remuneration drawn,
as well as the employees drawing remuneration in excess
of the limits prescribed under Rules 5(2) and 5(3) of the
aforementioned Rules, also forms part of this Report.
However, in accordance with the provisions of the first
proviso to Section 136(1) of the Act, the Annual Report
is being sent to the Members excluding this detailed
employee statement, which is available for inspection
by the shareholders at the Registered Office of the
Company during business hours on working days of the
Company. Any member interested in obtaining a copy of
this statement may write to the Company Secretary at
cs@meesho.com.

14. AUDITORS

Statutory Auditors and their Report

M/s S.R. Batliboi & Associates LLP, Chartered
Accountants (FRN- 101049W/E300004) continue as
the Statutory Auditors of the Company pursuant to
their appointment approved by the Members at the
8^th Annual General Meeting of the Company held on
October 30, 2023, to hold office until the conclusion
of the 13^th Annual General Meeting of the Company
to be held in the year 2028.

The Statutory Auditors have confirmed their eligibility,
independence and compliance with the applicable
provisions of the Companies Act, 2013. They also hold
a valid Peer Review Certificate issued by the Institute
of Chartered Accountants of India (ICAI).

The Statutory Auditors of the Company have issued an
Audit Reports with an unmodified opinion on both the
Standalone and Consolidated Financial Statements for
the financial year ended March 31, 2026.The Auditors'
Report does not contain any qualification, reservation
or adverse remark.

The Statutory Auditors of the Company have not
reported any fraud to the Audit Committee or to
the Board of Directors under Section 143(12) of the

Act read with the Companies (Audit and Auditors)
Rules, 2014.

In accordance with the circular dated January 7, 2026,
issued by the National Financial Reporting Authority,
the Board, at its meeting held on May 06, 2026, upon
the recommendation of the Audit Committee and in
consultation with the Statutory Auditors, approved the
framework to ensure effective two-way communication
between Those Charged with Governance and the
Statutory Auditors.

Internal Auditors and their Report

M/s Deloitte Touche Tohmatsu India LLP, Chartered
Accountants, were appointed by the Board of
Directors,based on the recommendation of the Audit
Committee as an Internal Auditor of the Company
for a term of 2 (two) financial years i.e. Financial year
2025-26 and Financial year 2026-27 . Their mandate
encompasses providing independent, objective
assurance on the Company's operational frameworks,
evaluating the efficacy of risk management
protocols, and driving the continuous enhancement
of the Company's internal financial controls and
systemic processes.

The reports of the Internal Auditor are periodically
reviewed by the Audit Committee. The observations
and recommendations of the Internal Auditors,
together with the corrective actions taken by the
management, are placed before the Audit Committee
for its review and oversight.

Secretarial Auditors and their Report

M/s. BMP & Co., LLP, Practicing Company Secretaries
(Firm Registration No. L2017KR003200) were appointed
as the Secretarial Auditors of the Company by the
Members through Postal Ballot on February 12, 2026,
for a term of 5 (Five) consecutive years commencing
from FY2025-26 till FY2029-30.

The Secretarial Auditors have confirmed that they hold
a valid Peer Review Certificate issued by the Institute
of Company Secretaries of India (‘ICSI’) and are not
disqualified to be appointed as the Secretarial Auditors
of the Company.

The Secretarial Audit Report in Form MR-3 for the
financial year ended March 31, 2026, is annexed to
this report as Annexure-4 forms part of this Report.
The Board notes with satisfaction that the Secretarial
Audit Report does not contain any qualifications,
reservations, or adverse remarks.

Secretarial Audit of Material Unlisted
Subsidiaries

The Company's unlisted material subsidiaries have also
undergone Secretarial Audit and the Secretarial Audit
Reports of the unlisted material subsidiaries in the
prescribed Form No. MR-3 are annexed to this report
as Annexure - 5 and 6.

Cost Audit

The provisions relating to maintenance of cost records
under Section 148(1) of the Act are not applicable
to the business activities carried on by the Company.
Accordingly, the Company is not required to maintain
cost records or appoint a Cost Auditor for the financial
year ended March 31, 2026.

15. ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS

The Company has implemented a framework of
internal financial controls that is appropriate to the
nature, scale and complexity of its business operations.
These controls support efficient business processes,
protection of assets, compliance with applicable laws
and regulations, maintenance of accurate accounting
records, and timely preparation of financial information.

The internal control framework is supported by
documented policies, standard operating procedures
and periodic monitoring mechanisms. The internal
financial control system over financial reporting is
designed to ensure that transactions are appropriately
authorized, recorded and reported in a timely manner,
thereby facilitating the preparation of reliable financial
information in accordance with applicable accounting
standards and regulatory requirements.

The Internal Auditor and Statutory Auditors as part
of their audit procedures conducts regular reviews
of key controls and processes, and the observations
arising therefrom are reviewed by the management
and the Audit Committee. The Audit Committee also
periodically evaluates the adequacy and effectiveness
of the internal financial control environment and
oversees the implementation of corrective actions,
wherever necessary.

The statutory auditors have issued an unmodified
opinion on the adequacy and operating effectiveness of
the Company's internal financial controls over financial
reporting for the financial year ended March 31, 2026.
The Company recognizes that strengthening Internal
Financial Controls is a continuous process and remains
committed to enhancing its control environment
through process improvements, risk-based
reviews and increased adoption of preventive and
automated controls.

The Board periodically reviews the internal policies
and processes including internal financial control
systems and accordingly, the Directors' Responsibility
Statement contains a confirmation as regards adequacy
of the internal financial controls.

16. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Listing Regulations,
the Management Discussion and Analysis Report

(‘MD&A’) for the financial year under review forms an
integral part of this Annual Report. The MD&A Report
has been reviewed by the Audit Committee.

17. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In terms of Regulation 34 of the SEBI Listing Regulations,
the Company is not statutorily required to publish a
Business Responsibility and Sustainability Report
(BRSR) for the financial year 2025-2026. However,
the Company places immense value on sustainable
value creation, responsible corporate citizenship,
and transparent reporting. Driven by its proactive
commitment to Environmental, Social, and Governance
(ESG) principles and disclosures, the Company has
voluntarily adopted the BRSR framework.

The BRSR for the financial year under review forms an
integral part of this Annual Report.

18. PARTICULARS OF LOANS,

GUARANTEES AND INVESTMENTS

The Company has not provided any loans during the
financial year under review. Details of investment and
gurantees covered under the Section 186 of the Act,
are set out in the notes no. 5 and 6 to the standalone
financial statements forming part of this Annual Report.

19. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED
PARTIES

The Company has adopted a Policy on Materiality
of Related Party Transactions (‘RPT Policy’) and on
dealing with Related Party Transactions (‘RPT’s’) in
accordance with the applicable provisions of the Act
and Regulation 23 of the SEBI Listing Regulations. The
Policy provides a framework for identification, review,
approval and reporting of RPT and is available on the
Company's website athttps://investor.meesho.com/
qovernance?tab=policies-and-codes

During the financial year under review, all Related
Party Transactions entered into by the Company,
were approved by the Audit Committee consisting of
Independent Directors and these transactions were at
arm's length and in the ordinary course of business.
Further, the Company did not enter into any materially
significant Related Party Transactions that may have
had a potential conflict with the interests of the
Company at large.

Further, none of the transactions with related parties fall
under the scope of Section 188(1) of the Act. Accordingly,
the disclosure of Related Party Transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable to the Company for financial year 2025-26
and hence does not form part of this Report.

The details of Related Party Transactions as required
under the applicable Indian Accounting Standards
are disclosed in the Notes to the Financial Statements
forming an integral part of this Annual Report.

20. RISK MANAGEMENT

Meesho has a Board approved risk management
framework in place. The Board has entrusted the Risk
Management Committee with the responsibility of
overseeing the risk management process and ensuring
risks are maintained within acceptable limits.

The Risk Management Committee, under the oversight
of the Board, periodically reviews the Company's risk
profile, risk mitigation measures and internal control
systems. Key risks, including strategic, operational,
financial, regulatory, cybersecurity and business

continuity risks, are monitored and managed through
appropriate policies, processes and control mechanisms.

The Company's risk management framework is designed
to effectively identify, assess, mitigate, report and
review critical risks that may impact the achievement
of the Company's objectives or threaten its existence. A
risk register is maintained and periodically updated to
ensure that risks are tracked and mitigated effectively.
With a focus on governance, transparency and agility,
Meesho remains committed to strengthening its risk
culture and safeguarding stakeholder interests while
pursuing sustainable growth.

Additionally, the formal Risk Management Policy
adopted by the Board, can be accessed on the
Company's website athttps://investor.meesho.com/
qovernance?tab=policies-and-codesÝ

(B) Technology Absorption

(C) Foreign Exchange Earnings and Outgo

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Meesho is committed to providing a safe, inclusive, and respectful work environment, free from any form of harassment,
intimidation, or discrimination. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘POSH Act’) and the rules made thereunder, the Company has adopted a Prevention
of Sexual Harassment (POSH) Policy applicable to all employees, including permanent, contractual, temporary employees,
trainees, and interns, across all locations.

The Company has constituted an Internal Committee (ICC) as mandated under the POSH Act. The IC is presided over by
a senior woman employee and comprise members drawn from within the Company along with external member with
relevant expertise in handling matters relating to sexual harassment. The ICC is responsible for receiving, investigating,
and resolving complaints in an objective, time-bound, and confidential manner, ensuring fairness to all parties involved
and appropriate action where warranted.

While the POSH Act is intended to protect women employees, Meesho's policy applies uniformly to complaints of sexual
harassment involving any employee, irrespective of gender.

The Company also conducts regular awareness and sensitisation programmes. Undergoing POSH training/certification
is mandatory for all employees to strengthen awareness of the policy and reporting mechanisms. During the financial
year under review, 4 (four) such workshops/awareness programs were conducted.

The details of complaints received and disposed of during the financial year under review
are as under:

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has established a vigil mechanism through its Whistle Blower Policy to provide Directors,
employees, customers, partners, delivery executives, and other stakeholders with an avenue to report genuine concerns
relating to unethical behaviour, actual or suspected fraud, or violations of the Company's Code of Conduct or any
other misconduct.

The Policy provides adequate safeguards against victimisation and also provides for direct access to the Chairperson
of the Audit Committee in appropriate cases.

The Audit Committee oversees the functioning of the Vigil Mechanism and periodically reviews complaints received
and actions taken thereon. During the financial year under review, the Company received 10 whistleblower complaints
at whistleblower@meesho.com. all of which were investigated and closed.

Subsequent to the year under review, the Company further strengthened its whistleblower framework by implementing
an independent third-party platform for administration and management of complaints, thereby enhancing transparency,
confidentiality, and effectiveness of the reporting and investigation process.

The details of complaints received / disposed / pending during the financial year ended March 31, 2026, are
as under:

C. Dividend

During the financial year under review, the Board has
not recommended any dividend.

The Dividend Distribution Policy approved by the Board
of Directors of the Company pursuant to Regulation 43A
of SEBI Listing Regulations is available on the Company's
website and can be accessed athttps://investor.meesho.
com/qovernance?tab=policies-and-codesÝ

D. Amount transferred to reserves

During the financial year under review, the Company
has not transferred any amount to the reserves.

E. Significant and material orders passed by
Regulators or Courts

There were no significant or material orders passed by
the regulators or courts or tribunals impacting the going
concern status and Company's operations in future.

F. Details of one-time settlement while taking
loan from the banks or financial institutions
along with the reasons thereof

During the financial year under review, the Company
has not entered into any one-time settlement with any
Bank or Financial Institution. Accordingly, disclosure
relating to the difference between the amount of
valuation done at the time of one-time settlement and
the valuation done while availing the loan, along with
the reasons thereof, is not applicable.

G. Compliance with Secretarial Standards

In terms of Section 118(10) of the Act, the Company
states that the applicable Secretarial Standards i.e.,
SS-1 and SS-2, issued by the Institute of Company
Secretaries of India, relating to Meetings of the Board
of Directors and General Meetings respectively, have
been duly complied with.

Pursuant to Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Annual Secretarial Compliance Report for
the financial year ended March 31, 2026 issued by the
Secretarial Auditor has been submitted to the Stock
Exchanges within the prescribed timelines.

H. Transfer to Investor Education and
Protection Fund

There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company during the financial year ended
March 31, 2026.

I. Proceedings under the Insolvency and
Bankruptcy Code, 2016

During the financial year under review, no proceedings
were initiated/pending against the Company under the
Insolvency and Bankruptcy Code, 2016.

J. Compliance with the provisions of the
Maternity Benefit Act, 1961

The Company has complied with the Maternity Benefit
Act, 1961, together with all applicable amendments
and rules framed thereunder.

All eligible women employees receive the benefits
prescribed under the Act, including paid maternity
leave, nursing breaks, and protection against dismissal
during the maternity period.

The Company makes no distinction on the grounds of
maternity in recruitment or in any condition of service.

HR policies and systems are in place to give effect to both
the letter and the intent of the legislation, reflecting
the Company's commitment to a safe, inclusive, and
supportive workplace for women employees.

K. The employee wise bifurcation as on the closure of the
financial year has detailed in the Business Responsibility
& Sustainability Reporting (‘BRSR’)

L. Disclosure under Foreign Exchange
Management Act, 1999

During the financial year under review, the Company has
complied with the applicable provisions of the Foreign
Exchange Management Act, 1999 and the Foreign
Exchange Management (Non-Debt Instruments) Rules,
2019 in relation to its downstream investments in
Indian entities.

Further, the Company has also reported all downstream
investments to the Reserve Bank of India in accordance
with the applicable regulatory requirements.

25. ACKNOWLEDGEMENT &APPRECIATION

As we reflect on a milestone year, your Board of
Directors takes this opportunity to place on record
its deep appreciation for the unwavering support,
guidance, and cooperation extended by the Company's
banking partners, business associates, consultants,
and various governmental and regulatory authorities
throughout the financial year.

Most importantly, the Directors wish to express their
profound gratitude to our shareholders. We are deeply
thankful for the immense trust, confidence, and
steadfast support you have reposed in the Company.
Your continued belief in the Company's vision fuels our
commitment to drive sustainable growth and long-term
value creation.

For and on behalf of the Board of Directors of MEESHO LIMITED

Vidit Aatrey Sanjeev Kumar

Chairman, Managing Director & CEO Whole Time Director & CTO

DIN:07248661 DIN:07248672

Date: July 23, 2026 Date: July 23, 2026

Place: Bengaluru Place: Bengaluru