A provision is recognised i, as a result of a past event, the Company has a present obligation that can be esui^&fed reU^ty$$iM it is probai^e that an/outffow of economic benefits will be required to settle the obligation. Provisions are retjoaj estima\ofme-e*q3^di>are required to settle the present obligation at the reporting date. Provisions are determi^d rfy VfsiWpMg the expectedjgRjx&'dcish flows (representing the best estimate of the expenditure required to settle the prese^^ligalietl^^ne
reporting date) at a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the liability. The unwinding of discount is recognised as finance cost. Expected future operating losses are not provided for.
Contingent Liability
Contingent liability is:
a) a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or
b) a present obligation that arises from past events but is not recognized because;
• it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or
• the amount of the obligation cannot be measured with sufficient reliability.
The Company does not recognize a contingent liability but discloses the same as per the requirements of Ind AS 37.
Contingent Asset
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by- the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. The Company does not recognize the contingent asset in its Standalone Financial Statements since this may result in the recognition of income that may never be realised. Where an inflow of economic benefits is probable, the Company disclose a brief description of the nature of contingent assets at the end of the reporting period. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and the Company recognize such asset.
Provisions, contingent liabilities and contingent assets are reviewed at each reporting date.
n) Retirement and other employee benefits
Short-term employee benefits
Employee benefits payable wholly within twelve months of receiving employee services are classified as short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The undiscounted amount of short-term employee benefits to be paid in exchange for employee services is recognised as an expense as the related service is rendered by employees.
Compensated absences
The employees of the Company are entitled to compensated absences. The employees can carryforward a portion of the unutilized accumulating compensated absences and utilize it in future periods. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The obligation is measured on the basis of an independent actuarial valuation using the Projected Unit Credit method as at the reporting date.
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions and will have no legal or constructive obligation to pay further amounts. All eligible employees receive benefit from provident fund, which is a defined contribution plan. The Company makes specified monthly contributions towards Government administered provident fund scheme. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which the related services are rendered by employees.
Defined benefit plans
A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount.
The Company provides for gratuity, a defined benefit plan covering all eligible employees. The present value of obligation under such defined benefit plan is determined based on actuarial valuation carried at the year-end using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation under defined benefit plans, is based on the market yields on Government securities as at the reporting date having maturity periods approximating the term of the related obligation. Actuarial gains orjo-sses ayp/^s^gnized immediately in the Other Comprehensive lncome/(Loss).
The pJaj^Tfro'vides a l^fpmsum payment to eligible employees at retirement or on termination of employmentj^^rboi^^^alary of tha respective employee and the years of employment with the Company. (l^f 7
Actua\ial gains or los/eslre recognised in other comprehensive income. Remeasurement comprising amuat^^^ff®Wr) Ssies are noK^cl^^fied^ottje Standalone Statement of Profit and Loss in subsequent periods.
o) Employee Share-based payment
The grant date fair value of equity settled share-based payment awards granted to employees is recognized as a compensation expenses relating to share-based payments in the Standalone Statement of Profit and Loss using fair value in accordance with Ind AS 102 Share Based Payment. These Employee Stock Options Scheme granted are measured by reference to the fair value of the instrument at the date of the grant. The expense is recognised in the Standalone Statement of Profit and Loss with a corresponding increase in the Share-based payment reserves, a component of equity. The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants.
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised, together with a corresponding increase in the Share-based reserve, over the year in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting year has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the Standalone Statement of Profit and Loss for a year represents the movement in cumulative expense recognised as at the beginning and end of that year and is recognised in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company's best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non¬ vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction or is otherwise beneficial to the employee as measured at the date of modification.
For cancelled options, the payment made to the employee shall be accounted for as a deduction from equity, except to the extent that the payment exceeds the fair value of the equity instruments, measured at the cancellation date. Any such excess from the fair value of equity instrument shall be recognised as an expense.
p) Cash and cash equivalents
Cash and cash equivalent in the Standalone Balance Sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the Standalone Statement of Cash Flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts (if any) as they are considered an integral part of the Company’s cash management.
q) Earnings per share / loss per share
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders of the Company and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
r) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Board of Directors of the Company has been identified as the chief operating decision maker.
The Comoany idenfifes^rimary segments based on the dominant source, nature of risks and returns and theN^tgf^^^nization and maSygement strurajrfe The operating segments are the segments for which separate financial inform^f^as-av^^fe and for wnichloperating prdfit/liss amounts are evaluated regularly by the chief operating decision maker in dec^/ng how t^Wircate resourcea^and in assessing performance, the analysis of geographical segments is based on the areas in W^fij^MPSrijting divisinNsiofTtae Cofl’toan/operate.
s) Cash flow statement
Operating cash flows are reported using the indirect method, whereby profit / loss for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash from operating, investing and financing activities of the Company are segregated.
t) Significant accounting judgements, estimates and assumptions
The preparation of the Standalone Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
Other disclosures relating to the Company's exposure to risks and uncertainties includes:
• Capital management (Note 36)
• Financial risk management objectives and policies (Note 36)
• Sensitivity analysis disclosures (Notes 28 and 36)
The Company bases its assumptions and estimates on parameters available when the Standalone Financial Statements are prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur. The judgements, estimates and assumptions management has made which have the most significant effect on the amounts recognized in the Standalone Financial Statements are as below:
Leases
The Company determines the lease term as non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Company applies judgement and considers all relevant factors that create an economic incentive in evaluating whether it is reasonably certain to exercise the option to renew or terminate the lease. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects whether the Company is reasonably certain to exercise or not to exercise the option to renew or terminate. In calculating the present value of lease payments and right of use assets as at the lease commencement date, the Company uses incremental borrowing rate (IBR).
The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment.
The IBR requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. The Company estimates the IBR using observable inputs (such as market interest rates), when available and makes entity-specific estimates, wherever required (Refer Note 33).
Tax contingencies and provisions
Significant management judgement is required to determine the amounts of tax contingencies and provisions, including amount expected to be paid/recovered for uncertain tax positions and the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies (Refer Note 29).
Impairment of financial assets
The measurement of expected credit loss reflects a probability-weighted outcome, the time value of money and the best available forward-looking information. The correlation between historical observed default rates, forecast economic conditions and expected credit loss is a significant estimate. The amount of expected credit loss is sensitive to changes in circumstances and forecasted economic conditions. The Company’s historical credit loss experience and forecast of economic conditions may not be representative of the actual default in the future.
Defined benefit plans
The cost of the defined benefit plan and the present value of the obligation are determined using actuarial valuation. An actuarial valuation involves various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, expected return, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
The parameterjnpst'sqbject to change is the discount rate. In determining the appropriate discount rate forojans-ogerated in India, tb^ipagetti&jramsiders the interest rates of government bonds where remaining maturity of su^fr^^c^^f^spond to exp«4&/tdrm of drNffM benefit obligation. The mortality rate is based on publicly available mortality t^^^Thosfevfto^lity tablesfffna to change dfifylat interval in response to demographic changes. Future salary increases dfeWasecfln eMfetcted future^l^flonrate^ 1
Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 32.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the Standalone Financial Statements cannot be measured based on quoted prices in active markets, their fair value is measured using internal valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
Standards issued but not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The Company will adopt this new and amended standard, when it becomes effective.
Lack of exchangeability - Amendments to lnd AS 21
The Ministry of Corporate Affairs notified amendments to lnd AS 21 The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows.
The amendments are effective for annual reporting periods beginning on or after 1 April 2025. When applying the amendments, an entity cannot restate comparative information.
The amendments are not expected to have a material impact on the Standalone Financial Statements.
Recent Accounting pronouncements
The Company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 April 2024. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
(i) lnd AS 117 Insurance Contracts
The Ministry of Corporate Affairs (MCA) notified the lnd AS 117, Insurance Contracts, vide notification dated 12 August 2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after 1 April 2024.
lnd AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure, lnd AS 117 replaces lnd AS 104 Insurance Contracts, lnd AS 117 applies to all types of insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees and financial instruments with discretionary participation features; a few scope exceptions will apply, lnd AS 117 is based on a general model, supplemented by:
• A specific adaptation for contracts with direct participation features (the variable fee approach)
• A simplified approach (the premium allocation approach) mainly for short-duration contracts
The application of lnd AS 117 does not have material impact on the Company's Standalone Financial Statements as the Company has not entered any contracts in the nature of insurance contracts covered under lnd AS 117.
(ii) Amendments to lnd AS 116 Leases - Lease Liability in a Sale and Leaseback
The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend lnd AS 116, Leases, with respect to Lease Liability in a Sale and Leaseback.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leasebapk^P^^H, to ensure the seller-lessee does not recognise any amount of the gain or loss that rejafgSrfajTe right of usa/^^ertTTs^'^^k
The B^/ndment is eTO?fi\e for annual reporting periods beginning on or after 1 April 2024 and must be c(ppij^d retrasp^fiftwsly to s^e gnd leasebacytrapsactions entered into after the date of initial application of lnd AS 116. JJ
The aS^en^maats-do^ipt have a material impact on the Standalone Financial Statements. ----
4) Terms/rights attached to equity shares cancelled on account of merger and equity shares ponding issuance on account of Amalgamation
As on 1 April 2023, 31 March 2024 and 31 March 2025, the Company had only one class of equity share, having a par value of Re 1 per share. Each holder of equity share was entitled to one vote per share and receive dividends as declared from time to time. In the event of liquidation, the equity shareholders were eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
As detailed in note 38, all of the aforesaid equity shares to the extent held by Meesho Inc., erstwhile Holding Company has been cancelled and the equity shareholders of Meesho Inc., the erstwhile Holding Company are entitled to receive equity shares of the Company in the ratio of 1:60. The Company will have only one class of equity share, having a par value of Re. 1 per share. Each holder of equity share will be entitled to one vote per share and receive dividends as declared from time to time. In the event of liquidation, the equity shareholders will be eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
5) Terms/rights attached to CCPS pending issuance on account of business combination
As detailed in note 38, the existing preference shareholders of Meesho Inc., the Erstwhile Holding Company are entitled to receive CCPS in the ratio of 1.60 for all series except for Series F CCPS shareholders who are entitled to receive CCPS in the ratio of 1.61.0437.
Each shareholder shall be entitled to one vote per fully paid up share held by such shareholder on an as if converted basis and consequentially voting shall always be in accordance with the applicable laws.
Each CCPS shall be convertible, at the option of the holder thereof at any time and from time to time and without the payment of additional consideration by the holder thereof into such number of fully paid equity shares as is determined by dividing the applicable Original Issue Price for such series of preference shares by the applicable Conversion Price as per the terms of the Shareholding Agreement in effect at the time of conversion at the earlier of the following events.
(i) Anytime at the option of the holder
(ii) Immediately upon the expiry of 20 years from the date of issuance; or
(iii) Qualified Initial Public Offering (IPO) as acceptable to the holder; or
(iv) Upon approval by seventy five (75%) of the holders of the relevant class of Preference shares.
Conversion price shall be original issue price for respective series of Preference Shares subject to adjustments if (i) the Company subsequent to issue of Preference Shares issues any additional Equity Shares at a price that is lower than the Original Issue Price or (ii) if the Company undertakes any form of restructuring of its share capital.
The Company shall not declare, pay or set aside any dividends on any class or series of shares (including equity shares) unless (in addition to obtaining of any consents required elsewhere in the Agreement) the holders of the Preference Shares then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding Preference Share in an amount at least equal to the dividend per Preference Share as would equal the product of: (a) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into equity shares; and (b) the number of equity shares issuable upon conversion of preference shares, in each case calculated on the record date for determination of holders entitled to receive such dividend.
Nature and purpose of reserves:
A. Capital contribution from Meesho Inc., erstwhile Holding Company
Meesho Inc., the erstwhile Holding Company had a share option scheme under which it granted employee stock options to employees of the Company without settlement. Capital contribution from Erstwhile Holding Company is used to recognise the value of equity-settled share-based payments provided to employees of the Company, including key management personnel, as part of their remuneration. The Company recognises grant date fair value of options issued to employees of the Company by the Erstwhile Holding Company over their vesting period. Refer note 32 for details.
B. Employee share based payment reserve
Employee share based payment reserve is used to recognise employee share based payments expense based on the grant date fair value of stock options of the Company issued to employees of the Company and its subsidiaries (refer note 32).
C. Securities premium
Securities premium account has been created consequent to issue of shares at premium. The reserve can be utilised in accordance with the provisions of the Act.
D. Amalgamation adjustment deficit reserve
Amalgamation adjustment deficit reserve represents.
(i) the difference between consideration given and net assets acquired in the course of business combination (refer note 38)
(ii) transfer of foreign currency translation reserve pertaining to Meesho Inc. pursuant to approval of the Scheme
E. Retained earnings
Retained earnings are the profit/(loss) that the Company has earned/(incurred) till date. Retained earnings include re-measurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to Standalone Statement of Profit and Loss,
F. Foreign currency translation reserve
Foreign currency translation reserve reflects the exchange difference arising from the translation of assets and liabilities of the transferee company on account of business combination under common control.
Pursuant to the approval of the scheme, Foreign currency translation reserve of Rs. 2,884.45 million which arose on account of merger of Meesho Inc. has been transferred to Amalgamation adjustment deficit reserve.
(This space has been intentionally left blank)
(i) The GST disputes relates to demands towards applicability of TCS on the value of supplies made by the reseller. In case of TCS dispute the Company is contesting this demand and based on expert advise believes that its position will likely be upheld in the appellate process and accordingly, no provision has been accrued in these standalone financial statements for the demand raised. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company's financial position and results of operations.
(ii) The Company has an ongoing dispute with Workshala, landowner of the erstwhile office premises amounting to Rs. 72.00 million. The Arbitrator ruled out the petition by Workshala over technical grounds and Workshala applied for a petition before the commercial court seeking the arbitral award to be set aside. During the year ended 31 March 2025, the commercial courts have set aside the arbitral award. The Company has appealed against the aforementioned judgement of commercial courts, before the Honorable High Court of Karnataka. Based on legal advice, the management believes that the ultimate outcome of the proceeding will not have a material adverse effect on the Company's financial position and results of operations.
(iii) The Company had executed the private pricing addendum ("PPA") dated 25 February 2022 with Amazon Web Services India Private Limited ("AWS”) for a period of two years, from 1 March 2022 to 29 February 2024. The PPA contained certain stipulations on spend commitment by the Company in consideration for obtaining the services available on the AWS platform. However, the Company faced stability and scalability issues with various services and despite bringing this to AWS's attention, AWS was unable to provide adequate support to resolve the issues and was unable to diagnose the underlying cause or provide a solution in relation to these services. Hence. AWS's failure to provide adequate support impacted Company s business operations and were forced to migrate workloads to other service providers. This forced migration of services resulted in the Company incurring additional costs in addition to the damages suffered by it due to deficiencies in services. As such, AWS is in breach of its obligations under the contract and the Company is not liable to pay the commitment invoice to AWS.
Therefore, the Company has denied and disputed the invoice raised by AWS since it had faced multiple issue in relation to the services offered by AWS.
During the year ended 31 March 2025, AWS filed its Statement of Claim with the Arbitration Tribunal, seeking an amount of Rs. 1,165.01 million (USD 13.63 million). In response, the Company submitted its Statement of Defence and Counterclaim on 31 January 2025, seeking relief from AWS’s claims and lodging a counterclaim for Rs. 864.91 million along with interest, based on the aforementioned grounds.
Based on legal advice, the Company believes it has strong grounds in this dispute and expects that the outcome of the proceedings will not have a material adverse impact on its financial position or results of operations. Accordingly, the disputed amount of Rs. 1,165.01 million has not been provided for in the standalone financial statements.
(iv) During the year ended 31 March 2025, the Income Tax Authorities disputed certain allowances claimed by the Company and made additions to the taxable income declared for AY 2022-23. Consequently, a demand of Rs. 5,720.69 million was raised along with a show-cause notice for initiation of penalty proceedings under Sections 274 and 270A of the Income-tax Act, 1961. Subsequent to 31 March 2025, the Company filed a rectification request against the assessment order and has also filed a writ petition before the Honorable High Court of Karnataka. In the court hearing held on 25 April 2025, a stay order was issued for the aforesaid demand till the next date of hearing.
Based on independent tax and legal advice, management is confident that the aforementioned adjustments and demands will not be sustained upon conclusion of the proceedings. Accordingly, pending decisions from the relevant forums, no provision has been made in these financial statements.
(v) The Company is subject to various other legal proceedings and claims, which have arisen in the ordinary course of business. The Company's management reasonably does not expect that these legal actions, when ultimately concluded and determined, will have material effect on the Company's results of operations or financial condition.
(b) Commitments
(i) Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for as at 31 March 2025 is Rs. 84.17 million (31 March 2024. Nil).
(ii) Refer note 33 with regards to lease commitments.
(iii) The Company has significant commitments under Cloud and Technologies services related contracts amounting to as at 31 March 2025 is Rs. 6,101.01 million (USD 71.34 million) [31 March 2024: Rs.12,549.30 million (USD 146.73 million)].
a) Meesho Inc. 2016 Stock Incentive Plan (equity-settled)
Meesho Inc., the erstwhile Holding Company had issued Employee Stock Options ("ESOP") under the Meesho Inc. 2016 Stock Incentive Plan to eligible employees of the Company. The Plan is approved by its board and is only available to eligible employees subject to compliance with vesting conditions (including market and non market performance conditions) as applicable Market performance conditions are taken into account when determining the fair value of options on the grant date and non-market performance conditions are taken into consideration while estimating the number of options that will vest.
During the year ended 31 March 2024, the board of directors of the Meesho Inc, erstwhile Holding Company, passed a resolution dated 30 March 2024, pursuant to which the unvested options (i.e. stock options vesting beyond 30 March 2025) issued under the plans were replaced with options under FTPL ESOP 2024 Plan being the share based payment plan of the Company. Consequent to such replacement the following events occurred:
I. Replacement of unvested options i.e. stock options vesting beyond 30 March 2025 : The unvested stock options (i.e. stock options vesting beyond 30 March 2025) of the eligible employees including founders granted under the 2016 Stock Incentive Plan have been replaced with stock options under the FTPL ESOP 2024 Plan with the same underlying vesting and performance conditions as granted in (he 2016 Stock Incentive Plan. The conversion ratio for (he replacement is 1:1.2266 options.
II Cancellation and settlement of vested options: Meesho Inc, erstwhile Holding Company has cancelled 368,195 vested options of the eligible employees in exchange fcr payment of consideration in cash as per the stock option cancellation agreement. The aforesaid cancellation is a one off event and the plan continues to be equity settled and hence there is no modincation of the underlying ESOP plan. The amount to be paid to the eligible employees of Rs 1,716.24 million have been reduced from the Share based payment reserve to the extent of Rs. 318.18 million and from retained earnings to the extent of Rs. 1,398.06 million during the year ended 31 March 2024.
Further subsequent to the year ended 31 March 2025, Meesho Inc., the erstwhile Holding Company has merged with the Company by virtue of approval of the Composite Scheme of Arrangement and the order passed by the Bengaluru Bench of National Company Law Tribunal on 27 May 2025 (refer note 38), on account of which the Meesho Inc. 2016 Stock Incentive P an is discontinued and options fully vested is replaced with stock options under the FTPL ESOP 2024 Plan with same vesting and performance conditions as of the Meesho Inc. 2016 Stock Incentive Plan. Each option of Meesho Inc. 2016 Stock Incentive Plan has been replaced an option under the FTPL ESOP 2024 Plan which entitles the employees to receive 60 shares in the Company upon exercise.
In accordance with Ind AS 102 - Share based payments, the necessary disclosures have been made for the year ended 31 March 2025 and 31 March 2024. The brief description of the various ESOP plans and terms and conditions are as follows:
- Time based vesting with 1 year cliff and monthly vesting after cliff period
- Performance and milestone based grants
a. Milestone grants to eligible employees with performance conditions - As per the scheme the number of options that will vest is conditional on certain performance based measures pertaining to the Company With respect to year ended 31 March 2024 performance grants, the conditions have been achieved and hence the entire tranche has been vested fully. With respdct to year ended 31 March 25 performance grants, the management is of the view that the year ended 31 March 2025 grant performance conditions are likely to be achieved and accordingly, ESOP cost is accounted from the date of grant i.e. 28 November 2023.
b. Performance grants with valuation milestones - As per the scheme the number of options that will vest is conditional on certain valuation based milestones pertaining to the Company. The Board of Directors, via the resolution dated 28 November 2023 has extended the period of achieving the valuation milestone from September 2026 to September 2029. However the management, basis internal estimate is confident that the milestone criteria would be achieved by September 2026 and has accordingly accounted for the ESOP cost in this regard based on external valuation report.
b> The CompanyTas issued various option plan under the FTPL ESOP 2024 Plan to eligible employees of the Company. The Plan is approved by the board of directors of the Company and is only available to eligible employees subject to compliance with vesting conditions (including market and non market performance conditions) as applicable for respective plan. Market performance conditions are taken into account when determining the grant date fair value of options, as applicable for respective plan and non-market performance conditions are taken into consideration while estimating the number of options that will vest.
Pursuant to the provisions of Section 62(1 )(b) and other applicable provisions of the Act, read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and approval of the Board of Directors and equity shareholders dated 31 March 2025, 2,724,534 unvested stock options held by the Founders of the Company have been accelerated and fully vested as on 31 March 2025 resulting in an accelerated charge of Rs. 620.55 million and incremental expense upon modification of share based plan of Rs, 4,824.80 million. Further, the aforesaid options along with the already vested stock options held by the Founders have been fully exercised on 31 March 2025. The resulting perquisite tax payable of Rs. 7,338.16 million on the exercise of such options in accordance with the applicable provisions of the Income Tax Act, 1961, has been paid by the Company.
Subsequent to the year ended 31 March 2025, pursuant to the approval of the Board of Directors dated 31 May 2025, the Company has approved the bonus issue wherein upon exercise of the options the existing option holders will be entitled to 49 shares against each option.
In accordance with Ind AS 102 - Share based payments, the necessary disclosures have been made for the year ended 31 March 2025 and 31 March 2024. The brief description of the various ESOP plans and terms and conditions comprise of time based vesting with 1 year cliff and monthly vesting after cliff period.
The options granted under the Scheme shall vest not less than one year and not more than five years from the date of grant of such options.
C Financial risk management
The Company is exposed to various financial risks majorly Credit risk, Liquidity risk and Market risk and equity price risk.
The Company’s Board of Directors has overall responsibility for the establishment and oversight oHhe Compands risk manag^mem framework^ ^ ^ contro|s and t0 monitor risks and
The Board of Directors of the Company monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework ,n relation to the risks faced by the Company.
1
balances of the Company.
b) :i2r:“present the outstanding amounts due to the Company from transactions facilitated through its platform. These receivables arise primarily from the following
^Amounts Recoverable from Logistics Partners: These pertain to cash collected by logistics partners from end consumers upon deliver, (Cash on Deliven, transactions) and pending
Recoverable from Payment Gateways: These include collections made through vanous digital payment modes-such as credit cards, debit cards, UP,, wallets, and ne, banking—that are yet to be settled by payment gateway service providers.
credit limits is regularly monitored by the operating management to ensure adherence and mitigate exposure to credit nsk.
/This sDace has been intentionally left blank)
jjj. Market risk . .
-----
a. Interest rate risk
interest rate risk is the risk that the fair vaiue or future cash flows of a hnancia, instrument will ftuc.ua.e because of changes in market interest rates. The Compahy's investments are predominantly held in mutual funds, bonds and bank deposits.
investment in hank deposits and bonds are measured a. amortised cost and are fixed interest rate bearing instruments and hence no. subject to interest rate volatility, fund investments are in debt funds, the price risk is effectively the interest rate risk.
that are not hedged by a derivative instrument or otherwise are as follows:
38 Business Combination
During the year ended 31 March 2025, the Board of Directors of,heI,"*w™^H0Td^ Composite Scheme
Meesho Technologies Private Limited ('MTPL' or'Resultant Company-2 > a"d M*J* '^"a^holders and creditors (hereinafter referred to as "the Scheme") in accordance with S CWSSU Benga,uru Bench on 25 April 202, for:
a) transfer of Grocery business of the Company to MGPL and conseguen, consideration payout by MGPL through issuance of shares o, MGPL to the Transferor Company as of the
—-«- *—« “ °f °f mtpl ,o ,he ”company as
the Record Date fixed by the Board of Directors of MTPL ancI the Company consequent consideration payout by the Company through issue of equity
UZS2S5Z& i—srsssr»«»»•-»~»«»-“
»====—
» - ,» .1 «— O » ... .3 ». » —• » ... — “ “ “Ý “ —' “ “ 01 “
Company by virtue of a common control business combination - ‘Meesho Payments Private Limited, India,
•Fashnear Shenzhen Trading Co. Ltd, China (liquidated on 09 May 2024
•PT Fashnear Technology Indonesia, Indonesia (under liquidation w.ef.15 MaV 2024),
•Popshop Commerce Private Limited, India (under liquidation w.e.f. 25 April 2022)
The above subsidiaries are collectively referred to as "Other subsidiaries .
The amalgamation has been accounted in accordance with “pooling of interest method'' as laidaThe Company harretrospectively accounted for merger of Meesho Inc.,
SS=SsSS2£Ss-----~
The aforementioned transfer of Grocer and MarKetplace business will have no impact on the standalone financial statements of the Company.
41 As per the amended Rule 3 and H(B) c, the Company (Accounts, Rules 2014 (the,Accounts ru es y „use* for Maintaining its books of account should
other relevant books and papers which are maintained in electronic mode on serve s phy J 1 ‘ ^ k f account aiong with ,he date when such changes were made
d^b^dTr^o^ maintained in electronic mode
.....—
42 Certain amounts (currency value or percentages) shown in the various tables and paragraphs included in these standalone financial statements deemed appropriate by the management of the Company
43 Absolute amount less than Rs 5.000 are appearing as "0 00" in standalone financial statements due to Plantation in million.
The accompanying notes form an integral part of the standalone financial statements
As per our report of even date attached
„ « • . i i o For and on behalf of Board of Directors of ..
For S. R. Batliboi & Associates LLP known ^ private Limited(FastW Technologies Private L.mited)
Chartered Accountants ,¥l Ar
ICAI Firm's Registration Number: 101049W/E300004
______Sarljeev^K^mar ^
per RajeevKTnr \ Dire'clor
Partner \ 1 niN 07248661 1 07248672
Membership num\a" 213803
wCm-
// CU / \£M\ Dhiresh Bansfil \ V / /
m I Ronnaluru I ^ \ Co/pany Secretary
I LLU bengdiu Ic/Jll Chief Financial Officer V ^ J A/1,fi/,Q
____^ yy ^^^^/tvlembership number A41649
Place Bengaluru
Place: Bengaluru ---^ M
_ . orvJe Date 27 June 2025
Date 27 June 2025
|