The Board of Directors (“Board”) hereby submits the report of the business and operations of Meesho Limited (“the Company”) together with the audited financial statements for the financial year ended March 31, 2025, in accordance with provisions of section 134(3) of the Companies Act, 2013 (“the Act”).
Financial Highlights
The summarized financial performance of the Company for the financial year ended March 31, 2025, and March 31, 2024, are given below:
|
Particulars
|
Consolidated
|
Standalone
|
|
FY 2025
|
FY 2024
|
FY 2025
|
FY 2024
|
|
Revenue from operations
|
93,899.03
|
76,151.48
|
93,875.47
|
76,149.48
|
|
Other Income
|
5,109.98
|
2,440.94
|
5,114.9
|
2,439.56
|
|
Total Income
|
99,009.01
|
78,592.42
|
98,990.37
|
78,589.04
|
|
Total Expenses
|
100,093.30
|
81,737.75
|
99,835.33
|
81,642.42
|
|
(Loss) before tax
|
(14,548.63)
|
(3,276.41)
|
(13,965.51)
|
(3,184.46)
|
|
Other comprehensive (loss) / income
|
(36.55)
|
40.11
|
(26.77)
|
41.70
|
|
Total comprehensive (loss) for the year
|
(39,453.60)
|
(3,236.30)
|
(38,860.70)
|
(3,142.76)
|
During the year under review, revenue from operations (Consolidated) witnessed a growth of 23.31% and total expenditure (Consolidated) increased by 22.46% compared to the previous year. Further, revenue from operations on a standalone basis witnessed a growth of 23.28% and total expenditure (Standalone) increased by 22.28% compared to the previous year.
The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 have been prepared in accordance with the Indian Accounting Standard (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.
TRANSFER TO RESERVES
The Board does not propose to carry any amount to reserves due to the accumulated losses incurred by the Company.
DIVIDEND
The Director has not recommended any dividend for the year under review.
STATE OF THE COMPANY’S AFFAIRS AND FUTURE OUTLOOK
The Company has taken necessary steps to strengthen its competitive advantages, explore new opportunities, and enhance its presence in emerging markets within India, thereby securing future growth momentum. To support its scale of Annual Transacting Users and Annual Transacting Sellers, the Company has built efficient and reliable back-end systems. During FY25, we observed growth in Net Merchandise Value (NMV) driven by growth in Annual Transacting Users and higher Order Frequency. These metrics reflect the increasing value realised from completed transactions and reinforce customer engagement on the platform.
The Board remains committed to improving performance and achieving sustainable results in the coming years. The Company strives to create and enhance the value for its stakeholders through synergizing and optimizing its business operations.
During the period under review, the Company (Transferee Company) entered into a Composite Scheme of Arrangement involving Meesho Inc. (erstwhile Holding Company/Transferor Company), Meesho Grocery Private Limited (MGPL or Resultant Company 1), Meesho Technologies Private Limited (MTPL or Resultant Company 2), and their respective shareholders and creditors (hereinafter referred to as “the Scheme”), in accordance with the provisions of Sections 230 to 232 of the Act. The Board of Directors of the Company approved the Scheme at its meeting held on April 26,2024, and subsequently filed an application with the Hon’ble National Company Law Tribunal (NCLT), Bengaluru Bench on April 29,2024. The Scheme was duly approved by the NCLT vide its order dated May 27,2025. Pursuant to the approved Scheme:
• The Grocery Business of the Company has been demerged and transferred to MGPL;
• The Marketplace Business has been demerged and transferred to MTPL;
• The Transferor Company (Meesho Inc.) has been merged with the Company; and
The Company will house “Valmo”, which orchestrates a multi-stage logistics network across multiple logistics partners, and hosts common functions such as the finance and human resource verticals for the Company and its Subsidiaries.
CHANGE IN THE NATURE OF BUSINESS
There is no change in nature of business of the Company for the year under review.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
During the year under review, the Company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investments made during the year are given under notes to the financial statements.
REVISION OF FINANCIAL STATEMENT OR THE DIRECTORS’ REPORT
The Company has not revised its financial statements or the directors’ report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of any judicial authority.
PUBLIC DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Act and Rules framed thereunder.
CAPITAL STRUCTURE
A. Changes in Share Capital Structure
During the financial year ended March 31, 2025:
i. the Company has not altered the authorized share capital of the Company and the authorized Share Capital of the Company as at March 31, 2025 is INR 10,00,00,000 divided into 10,00,00,000 Equity Shares of INR 1 each.
ii. the Company has issued and allotted 60,00,357 equity shares of INR 3,755 each arising out of right issue to the existing shareholder of the Company and 27,24,534 equity shares arising out of the exercise of Employee Stock Options granted to eligible employees of the Company.
iii. The issued, subscribed and paid up capital of the Company as at March 31, 2025 is INR 8,70,74,742 comprising of 8,70,74,742 equity shares of face value of INR 1 each.
iv. the Company has not reclassified or sub-divided the authorized share capital.
v. the Company has not reduced the share capital.
vi. the Company has not bought buy any shares.
vii. the Company has not changed its capital structure resulting from any restructuring.
viii. the Company has not issued any equity shares with differential voting rights, sweat equity shares, convertible securities debenture, bonds, warrants.
B. Employee Stock Option Plan:
The Company formulated and implemented ESOP 2024 Plan to reward the employees of the Company, and employees of its present or future subsidiary(ies) and/or holding company(ies), for their association and performance as well as to motivate them to contribute to the growth and profitability of the Company. In terms of Rule 12 (9) of the Companies (Share Capital and Debentures) Rules, 2014, following are the details of the Employees Stock Option Scheme as on March 31, 2025:
|
Options outstanding at the beginning of the year
|
42,17,999
|
|
a. Options granted during the year
|
10,21,099
|
|
b. Options vested during the year
|
28,77,702
|
|
c. Options exercised during the year
|
27,24,534
|
|
d. The total number of shares arising as a result of exercise of option
|
27,24,534
|
|
e. Options lapsed during the year
|
NIL
|
|
f. the exercise price
|
INR 1 per option
|
|
g. variation of terms of option
|
No Variation
|
|
h. money realized by exercise of option
|
INR 27,24,534
|
|
i. total number of options in force
|
22,77,447
|
|
j. employee wise details of options granted during the year to:
|
|
|
i. key managerial personnel
|
NIL
|
|
ii. any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during the year
|
NA
|
|
iii. identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant
|
Mr. Mohit Rajani: 1,15,652
|
DISCLOSURES RELATING TO SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES
As on March 31,2025, the Company had 2 Wholly Owned Subsidiaries viz. Meesho Technologies Private Limited and Meesho Grocery Private Limited.
The Company did not have any Joint Venture or Associate Company during the year under review. No company became or ceased to be Subsidiary Company, Associate Company and Joint Venture of the Company during FY 2024-25.
The Salient features of the financial statement of the Subsidiary in Form AOC-1 have been annexed as Annexure I to the Directors’ Report.
Further, pursuant to the approval of Composite Scheme of Arrangement by NCLT Bangalore Bench vide its order date 27 May 2025, Meesho Payments Private Limited, Meesho Networks LLC and PT Fashnear Technology Indonesia (under liquidation) have become subsidiaries of the Company w.e.f. June 21,2025.
ANNUAL RETURN
The copy of Annual return in prescribed Form MGT-7 has been hosted on the Company’s website and the link of the same is https://www.meesho.com.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNF.I,
i. Composition of the Board
The Board is constituted as per the provisions of the Act read with the Articles of Association of the Company. As on March 31,2025, the total strength of the Board was 2 (Two) Directors comprising of the following Directors:
|
Sr. No.
|
Name of Director
|
Designation
|
|
1
|
Mr. Vidit Aatrey (DIN:07248661)
|
Whole Time Director
|
|
2
|
Mr. Sanjeev Kumar (DIN:07248672)
|
Whole Time Director
|
None of the aforesaid Directors are disqualified under Section 164(2) of the Act. ii- Appointments/ Re- appointments and resignations of Directors during the year
During the year under review, there were no appointments or resignations.
The Board of Directors at its meeting held on September 30, 2024 approved the re-appointment of Mr. Vidit Aatrey (DIN:07248661) and Mr. Sanjeev Kumar (DIN:07248672) as Whole-Time Director of the Company for a period of 5 years, effective from November 27,2024.
Further, subsequent to the closure of the financial year and as on the date of this report, the following changes took place in the Board composition:
|
Sr.
No.
|
Name of Director
|
Designation
|
Effective
Date
|
Type of change
|
|
1.
|
Mr. Vidit Aatrey DIN: 07248661
|
Chairman, Managing Director and Chief Executive Officer (CEO)
|
22.06.2025
|
Re-designated as the Chairman, Managing Director and CEO of the Company
|
|
2.
|
Mr. Sanjeev Kumar DIN: 07248672
|
Whole-time Director and Chief Technology Officer (CTO)
|
22.06.2025
|
Additionally designated as CTO of the Company
|
|
3
|
Mr. Hari Shanker Bhartia
DIN: 00010499
|
Independent Director
|
16.06.2025
|
Appointed as Independent Director
|
|
4.
|
Ms. Kimsuka Narsimhan DIN:02102783
|
Independent Director
|
22.06.2025
|
Appointed as Independent Director
|
|
5.
|
Mr. Rohit Bhagat DIN:02968574
|
Independent Director
|
16.06.2025
|
Appointed as Independent Director and designated as Lead Independent Director
|
|
6.
|
Mr. Surojit
|
Independent Director
|
16.06.2025
|
Appointed as Independent
|
| |
cnatteijee DIN:07439364
|
|
|
Director
|
|
7.
|
Mr. Mohit Bhatnagar DIN: 00381741
|
Non-Executive Non- Independent Director
|
16.06.2025
|
Appointed as Non- Executive Non- Independent Director
|
|
8.
|
Mr. Mukul Arora DIN:01099294
|
Non-Executive Non- Independent Director
|
04.06.2025
|
Appointed as Non- Executive Non- Independent Director
|
iii. Retirement by Rotation
In accordance with the provisions of the Act, Mr. Sanjeev Kumar (DIN:07248672), retires at the ensuing AGM, and being eligible offers himself for re-appointment.
The Board of Directors of the Company recommends the re-appointment of the Director liable to retire by rotation at the ensuing AGM.
iv. Key Managerial Personnel of the Company during the year
As on March 31, 2025, Mr. Vidit Aatrey and Mr. Sanjeev Kumar, the Whole-Time Directors of the Company were the Key Managerial Personnel (“KMPs”) of the Company.
Subsequent to the closure of financial year under review and pursuant to the provisions of Section 203 of the Act, the Board of Directors at its meeting held on May 23, 2025 has appointed following KMPs:
1. Mr. Dhiresh Bansal as the Chief Financial Officer
2. Mr. Rahul Bhardwaj as the Company Secretary and Compliance Officer.
v. Meetings of the Board held during the year
The Board met 8 times during the financial year 2024-25 on following dates:
23.04.2024, 26.04.2024, 20.05.2024, 12.08.2024, 30.09.2024, 30.12.2024, 15.01.2025, 31.03.2025 The details of Board meetings attended by Directors are as under:
|
Sr.
No.
|
Name of Director
|
Board Meetings
|
|
Held during the tenure
|
Attended
|
|
1
|
Mr. Yidit Aatrey
|
8
|
8
|
|
2
|
Mr. Sanjeev Kumar
|
8
|
8
|
The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act. BOARD COMMITTEES
During FY 2024-25, Company had Corporate Social Responsibility Committee to comply with the provisions of the Act. The Composition of the Corporate Social Responsibility Committee during the year (together with the changes) is given below:
|
Sr. No
|
Name of the Director
|
DIN
|
Designation
|
|
1
|
Mr. Hari Shanker Bhartia1
|
00010499
|
Chairperson
|
|
2
|
Mr. Vidit Aatrey
|
07248661
|
Member
|
|
3
|
Mr. Sanjeev Kumar
|
07248672
|
Member
|
|
4
|
Mr. Surojit Chatterjee1
|
07439364
|
Member
|
• Audit Committee
• Risk Management Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• IPO Committee
The Committee composition as on the date of this report and the Committee’s role and authority are given below: Audit Committee
|
Sr. No
|
Name of the Director
|
DIN
|
Designation
|
|
1
|
Mr. Rohit Bhagat
|
02968574
|
Chairperson
|
|
2
|
Ms. Kimsuka Narsimhan
|
02102783
|
Member
|
|
3
|
Mr. Surojit Chatterjee
|
07439364
|
Member
|
|
4
|
Mr. Mukul Arora
|
01099294
|
Member
|
The following are the powers of the Audit Committee:
• to investigate any activity within its terms of reference;
• to seek information from any employee;
• to obtain outside legal or other professional advice;
• to secure attendance of outsiders with relevant expertise, if it considers necessary; and
• such other powers as may be prescribed under the Companies Act and the SEBI Listing Regulations.
Risk Management Committee
|
Sr. No
|
Name of the Director
|
DIN
|
Designation
|
|
1
|
Ms. Kimsuka Narsimhan
|
02102783
|
Chairperson
|
|
2
|
Mr. Sanjeev Kumar
|
07248672
|
Member
|
|
3
|
Mr. Dhiresh Bansal
|
NA
|
Member
|
The objective of the Risk Management Committee is to oversight risk management framework and risk culture, including the significant policies and practices used in managing risk including not limited to market risk, liquidity risk, credit risk, reputational risk, compliance risk.
Nomination and Remuneration Committee
|
Sr. No
|
Name of the Director
|
DIN
|
Designation
|
|
1
|
Mr. Surojit Chatterjee
|
07439364
|
Chairperson
|
|
2
|
Mr. Rohit Bhagat
|
02968574
|
Member
|
|
3
|
Mr. Mohit Bhatnagar
|
00381741
|
Member
|
The following are the objectives of the Nomination and Remuneration Committee:
• Identifying and evaluating potential candidate for balanced composition of the Board and the leadership team of the Company comprising key managerial personnel and senior management.
• Evaluation of performance of the Board, its committees and individual directors.
• Remuneration for directors, key managerial personnel and senior management.
• Oversight of the familiarization programme of directors.
Stakeholders Relationship Committee
|
Sr. No
|
Name of the Director
|
DIN
|
Designation
|
|
1
|
Mr. Mohit Bhatnagar
|
00381741
|
Chairperson
|
|
2
|
Mr. Hari Shanker Bhartia
|
00010499
|
Member
|
|
3
|
Mr. Sanjeev Kumar
|
07248672
|
Member
|
The objective of the Stakeholders Relationship Committee is to assist the Board with oversight of, inter-alia, the effective and efficient servicing and protecting the stakeholders’ interest including but not limited to shareholders, debenture holders, other security holders and rating agencies, regulators, customers.
IPO Committee
|
Sr. No
|
Name of the Director
|
DIN
|
Designation
|
|
1
|
Mr. Vidit Aatrey
|
07248661
|
Chairperson
|
|
2
|
Mr. Rohit Bhagat
|
02968574
|
Member
|
|
3
|
Mr. Mukul Arora
|
01099294
|
Member
|
|
4
|
Mr. Mohit Bhatnagar
|
00381741
|
Member
|
|
5
|
Ms. Kimsuka Narasimhan*
|
02102783
|
Member
|
*Inducted as a member w.e.f. June 22, 2025
The objective of the IPO Committee is to implement, negotiate, carry out and decide upon, all activities in connection with the Initial Public Offer.
DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
As on March 31, 2025 the provisions of Section 149 of the Act pertaining to the appointment of Independent Directors are not applicable to the Company.
The Independent Directors appointed after the closure of period under review and as on the date of this report has furnished a declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and other applicable law and that they have complied with the code of conduct for independent directors as prescribed under Schedule IV of the Companies Act, 2013. All Independent Directors of the Company have registered themselves in the data bank as specified under Section 150 of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.
RECOMMENDATIONS OF AUDIT COMMITTEE, IF ANY
During the FY 2024-25, constitution of Audit Committee was not applicable to the Company.
BOARD EVALUATION
The provisions of section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014 for having formal self-annual evaluation by the Board are not applicable to the Company. Consequently, the requirement under the stated section with respect to furnishing a statement indicating manner in which formal evaluation has been made by the Board of its own performance, its committee and individual Directors do not apply to the Company.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
During the period under review, the Company does not fall within the criteria mentioned under Section 178(1) of the Act for applicability of the provisions pertaining to directors’ Nomination and Remuneration. Hence, the Company is not required to constitute a Nomination and Remuneration Committee and to comply with other provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder.
REMUNERATION OF DIRECTORS AND EMPLOYEES
The Company, being a private limited company as on March 31, 2025 is not required to disclose information pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company.
REMUNERATION RECEIVED BY THE MANAGING DIRECTORAVHOLE-TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY
During the FY 2024-25, the Whole-time Director has not received any remuneration or commission from the Subsidiary Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The contracts or arrangements made with related parties are reported in Form AOC-2 which is hereby marked and attached as Annexure II and you may also refer to related party transactions of the financial statements.
DIRECTOR’S RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(3)(c) and 134(5) of the Act, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies 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 at the end of the financial year and of the loss 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 Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
AUDITORS:
(a) Statutory Auditors
The Shareholders of the Company had appointed M/s S.R. Batliboi & Associates LLP, Chartered Accountants having firm registration no. 101049W/E300004 as the statutory auditors of the Company for a term of five consecutive years to hold office from the conclusion of 8th Annual General Meeting until the conclusion of 13th Annual General Meeting of the Company. M/s S.R. Batliboi & Associates LLP, Chartered Accountants continues to be Statutory Auditor of the Company.
Report of the Statutory Auditors
Auditor’s Report on the Financial Statement of the Company for the financial year ended March 31, 2025 forms part of this report. The Auditor’s Report is self-explanatory and does not contain any qualification or reservations or adverse remark.
(b) Cost Auditor
The provisions of section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company. Accordingly, the Company has not appointed a Cost Auditor.
(c) Secretarial Auditor
The provisions of section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 do not apply to the Company. Accordingly, the Company has not appointed a Secretarial Auditor.
INTERN AI, FINANCIAL CONTROL AND ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
NO FRAUDS REPORTED BY THE AUDITORS
During the FY 2024-25, Statutory Auditors have not reported to the Board or Central Government any instances of material fraud in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
nisrtOSURF UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment-free workplace for every individual working on its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.
The Company has also constituted Internal Committee (IC) as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which is responsible for redressal of all the complaints related to sexual harassment and follows the guidelines provided in the policy.
Details of complaints received and resolved during the financial year under review by the IC are given below:
|
Number of complaints filed during the financial year
|
0
|
|
Number of complaints disposed of during the financial vear
|
0
|
|
Number of cases pending for more than ninety days during the financial year
|
0
|
|
Number of complaints pending at the end of the financial year
|
0
|
MATERNITY BENEFIT ACT, 1961
The Company has complied with all applicable provisions relating to the Maternity Benefit Act, 1961 and all benefits and entitlements are duly extended to eligible employees.
(TENDER-WISE COMPOSITION OF EMPLOYEES
The Company discloses below the gender composition of its workforce as on the March 31,2025.
Male Employees : 1221
Female Employees : 435
Transgender Employees : 0
This disclosure reinforces the Company’s efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.
VIGIL MECHANISM
The Company has adopted the whistleblower mechanism for directors and employees to report genuine concerns to the management viz. instances of unethical behaviors, actual or suspected fraud or violation of the Company s code of conduct and ethics. The Company has also formulated a Whistle Blower Policy (“Policy ) which provides adequate safeguards against victimization of employees and directors.
TORPOR ATE SOCIAL RESPONSIBILITY (“CSR”)
The CSR Committee of the Company has been duly constituted in accordance with the provisions of the Act. The Company has in place CSR Policy which outlines the Company’s philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactfiil programs towards welfare and sustainable development of the community around the area of its operations. The Policy is disclosed on the website of the Company at ML CSR Policy.pdf
Further, the details pertaining to the composition, terms of reference, the meetings held during the financial year under review and other details as required under the Act are annexed to this report as Annexure III.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO
A. Conservation of Energy
Your Company continues to strengthen its energy conservation efforts. Your Company is always on the lookout for energy efficient measures for operation and value conservation of energy through usage ot latest technologies for quality of services. Your Company is making the best possible efforts for conservation of energy, which assures that the computers and all other equipment purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.
Your Company has also put in place the continuous process of identifying and replacing in a phased manner, the machinery used like computers, air conditioners, UPS etc., which are low in efficiency.
B. Technology Absorption
i. The efforts made towards technology absorption;
ii. The benefits derived like product improvement, cost reduction, product development or impo
iii. In^sToftoiported technology (imported during the last 3 years reckoned from the beginning of the financial year):
• The details of technology imported;
• The year of import;
• Whether the technology been fully absorbed; (
• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
iv. The expenditure incurred on Research and Development.
Given the nature of the activities of the Company, the above would not be applicable to the Company.
C. Foreign Exchange Earnings and Outgo
The Foreign Exchange earned in terms of actual inflows during the year: NIL
The Foreign Exchange outgo in terms of actual outflows during the year: INR 54.25 million
SIGNIFICANT MATERIA 1 ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
During the year under review, there were no significant and material orders passed by the Regulators/Courts/Tribunals impacting the going concern status and the Company’s operations m future.
The Hon’ble NCLT, Bengaluru Bench granted its final sanction vide its order dated May 27,2025 sanctioning the Composite Scheme of Arrangement by and amongst the Company, Meesho Grocery Private Limited, Meesho Technologies Private Limited, Meesho Inc. and their respective shareholders and creditors, under Sections 230 to 232 read with Section 234 and other applicable provisions of the Act and rules made thereunder. Kindly refer to the “State of the Company’s Affairs and Future Outlook” section of this Board’s Report for more details.
MATF/RTAI, CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
As of March 31, 2025 there were no material changes and commitments affecting the financial position of your Company.
However, following material changes took place subsequent to the period under review and till the date of the report:
A Effectiveness of De-Merger and Merger pursuant to the Composite scheme of arrangement amongst %
Ý Pnmnanv. Meesho Technologies Private Limited (“MTPL’T. Meesho Grocery Private Limited f“MGPL”L Meesho Inc, and their respective shareholders and creditors
In terms of the approval of Composite Scheme of Arrangement by NCLT Bangalore Bench vide its order date 27 May 2025, the demerger of the E-Commerce Undertaking of the Company with and into MTPL and the demerger of the Grocery Undertaking of the Company with and into MGPL was ^ade effective from June 15, 2025 with the appointed date of De-Merger being March 31, 2024 (Appointed Date -1) (together referred to as the “E-Commerce and Grocery Demerger”), and amalgamation of Meesho Inc. (the erstwhile holding company or “Transferor Company”) with and into the Company (the “Transferee Company ) was made effective from June 21, 2025 with the appointed date of Merger being June 21, 2025 (Appointed Date -2) (“Amalgamation”).
B Change of Company’s name and conversion into Public Company.
The Company changed its name from Fashnear Technologies Private Limited to Meesho Private Limited with effect from May 13, 2025. Subsequently w.e.f. June 10, 2025 the Company was converted from a Pnvae Limited Company to a Public Company pursuant to receipt of Certificate of Incorporation from Ministry of Corporate Affairs.
C. Initial Public Offering
The Board of Directors and the Members of the Company at its meeting held on June 17, 2025 and June 25 2025 respectively had approved raising of capital through Initial Public Offer comprising of fresh issue of Equity Shares by the Company aggregating up to 142,500 million (“Fresh Issue”) and an offer for sale of up to 177,076,686 Equity Shares by certain existing shareholders of the Company.
The Company and the Selling Shareholders have appointed Kotak Mahindra Capital Company Limited, J.P. Morgan India Private Limited, Morgan Stanley India Company Private Limited, Axis Capital Limited and Citigroup Global Markets India Private Limited, as the book running lead managers to the Offer (“BRLMs or “Book Running Lead Managers”) to manage the Offer.
Pursuant to the Board and Shareholders approval, the Company on July 02,2025 has filed the Pre-Filed Draft Red Herring Prospectus (“PDRHP”) with the Securities and Exchange Board of India (“SEBI”) and BSE Limited and National Stock Exchange of India Limited (the “Stock Exchanges”) under the provision of Securities Contracts (Regulation) Act, 1956 (and the applicable rules notified thereunder), each as amended the SEBI ICDR Regulations 2018, as amended and the Companies Act, 2013, in relation to the proposed Initial Public Offering of its Equity Shares on the main Board of the Stock Exchanges.
CORPORATE SOCIAL RESPONSIBILITY
The Company has duly constituted a CSR Committee in accordance with the provisions of Section 135 of the Act. The Board of the Company has, based on the recommendations made by the CSR Committee, approved the CSR policy of the Company. The Company is committed to focusing on inclusive growth and improving lives by contributing towards communities around which it operates. The Company endeavors to ensure full utilization o the allocated CSR budget. However, as the Company did not have sufficient profits in the preceding three financial years, therefore, no funds were earmarked for spending on CSR activities.
RISK MANAGEMENT
The Company has identified various risks related to business and Industry including but not limited to Operational, Financial, Technological, Regulatory and Economic and Environmental Risks. The key Risks include:
• Retention of consumers and seller on the platform.
• Service interruptions, failures, constraints or inadequate service quality of these logistics partners could harm our business, financial condition and prospects.
• Disruption in the technology infrastructure or system availability.
• Adverse movements in the macroeconomic environment in India could adversely affect our business, resu ts of operations, cash flows, financial condition and profitability.
• Changing laws, rules and regulations in India and legal uncertainties including any adverse application of corporate and tlx laws, may adversely affect our business, cash flows, prospects and results of operations.
• Political changes could adversely affect economic conditions in India.
• Natural disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other events coul materially and adversely affect our business, financial condition, cash flows and results of operations.
To address these risks, the Company has put in place a mechanism to inform the Board about the risk assessment and risk minimization procedures and periodical review to ensure that management controls risk through means of a properly defined framework. Further, the Company has also constituted Risk Management Committee comprising of experienced directors from diverse backgrounds who bring in the best risk management practices to the Company From a governance perspective, the Company has in place an effective risk management po icy which is duly approved by the Board, that highlights the functions, implementation and role of the Risk Management Committee of the Board and the Board of Directors.
COMPLIANCE OF SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e., SS-1 relating to ‘Meetings of the Board’ and SS-2, relating to ‘General Meetings’, have been duly followed by the Company during the period under review.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.
DOWNSTREAM INVESTMENT
During the financial year under review, the Company has complied with the provisions of the Foreign Exchange Management Act, 1999 (“FEMA) read with the Foreign Exchange Management (Non debt Instruments) Rules, 2019 (“NDI Rules”) for the downstream investment made in other Indian entities during the financial year ended under review.
ACKNOWLEDGEMENT AND APPRECIATION
Your Directors would like to place on record their gratitude for the valuable guidance and support received from the Reserve Bank of India, Ministry of Corporate Affairs, the other national, government and regulatory agencies and to convey their appreciation to the members, customers, bankers, lenders, vendors and all other business associates for the continuous support given by them to the Company. The Directors also place on record their deep sense of appreciation for all the employees of the Company for their commitment, commendable efforts, teamwork and professionalism.
For and on behalf of the Board of Directors MEESHO LIMITED
(Formerly known as Meesho Private Limited and Fashnear Technologies Private Limited)
Vidit Aatrey Sanjeev Kumar
Chairman, Managing Director and CEO Whole Time Director & CTO
DIN: 07248661 DIN: 07248672
Place: Bengaluru Date: 08 September 2025
1
Inducted as Chairperson and Member effective from June 22, 2025.
Further, in pursuit of the highest standard of corporate governance and to comply with the provisions of the Companies Act, 2013 and other regulatory requirements, the Company has constituted various statutory and regulatory Board Level Committees after the closure of period under review. As on the date of this report, Comnanv has below mentioned Committees:
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