| Textual Information(1) |
Notes to Unaudited Standalone Financial Results for the quarter and nine months period ended December 31, 2025 1.The Unaudited Standalone Financial Results of Meesho Limited (‘the Company’) (formerly known as Meesho Private Limited/ Fashnear Technologies Private Limited) have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 ('Ind AS 34') “Interim Financial Reporting” specified under Section 133 of the Companies Act, 2013, as amended, read with the Companies (Indian Accounting Standards Rules), 2015, as amended and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI LODR’), as amended (“Listing Regulations”). The Statement of Unaudited Standalone financial results for the quarter and nine months period ended December 31, 2025 is drawn up for the first-time in accordance with the requirement of Regulation 33 of the Listing Regulations, which have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on January 30, 2026. The statutory auditors have conducted a limited review of the above unaudited standalone financial results. 2.The figures for the quarter ended September 30, 2025 are the derived balancing figures between the audited figures for the six months period ended September 30, 2025 and the audited figures for the quarter ended June 30, 2025. Further the figures for the nine months period ended December 31, 2025 are an aggregate of the six months period ended September 30, 2025 which have been subjected to audit and the quarter ended December 31, 2025 which have been subject to limited review. 3.The standalone financial results for the quarter ended December 31, 2024 and nine months period ended December 31, 2024 are compiled by the management and approved by the Board of Directors of the Company. The statutory auditors have not audited or carried out limited review of the aforesaid standalone financial results. 4.(i) During the year ended March 31, 2025, the Board of Directors of the Company its wholly owned subsidiaries Meesho Grocery Private Limited (‘MGPL’), Meesho Technologies Private Limited (‘MTPL’) and Meesho Inc. (erstwhile Holding Company) (hereinafter referred to as “Transferor Company”) approved the Composite Scheme of Arrangement between the Company, MGPL, MTPL, Transferor Company 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 which was filed with National Company Law Tribunal, Bengaluru Bench (‘NCLT’) on April 25, 2024 for a) transfer of Grocery business of the Company to MGPL; b) transfer of Marketplace business of the Company to MTPL; and c) amalgamation by way of transfer of assets and liabilities of the Transferor Company with the Company. The aforesaid Scheme was approved by an order passed by NCLT on May 27, 2025. Subsequently, the certified copy of the order passed by NCLT has been filed with the relevant Registrar of Companies and the relevant statutory authorities in USA on June 15, 2025 and June 20, 2025 respectively. The amalgamation has been accounted in accordance with “pooling of interest method” as laid down in Appendix C - ‘Business combinations of entities under common control’ of Ind AS 103 notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015. The Company has provided for taxes towards Global Intangible Low-Taxed Income, business combination and passive income collectively referred as Tax payable on account of business combination arising on account of the aforesaid business combination. The incremental charge recorded during the quarter and nine months period ended December 31, 2025 and December 31, 2024 and the quarter ended September 30, 2025 is on account of foreign exchange fluctuations and finalisation of the tax obligations. (ii) The grocery and e-commerce undertakings of the Company have been transferred to MTPL and MGPL w.e.f. June 01, 2025 The carrying value of the net assets of the grocery and e-commerce undertakings [refer details below] has been transferred to MGPL and MTPL. As a consideration of the demerger, MTPL and MGPL issued equity shares and Compulsorily convertible preference shares (‘CCPS’) to the Company. The Company has recognised the investment in equity shares and CCPS of MTPL and MGPL, received as consideration at fair value in its books of accounts. The surplus/deficit arising after taking effect of consideration over the carrying value of net assets of MTPL and MGPL has been recognised as an exceptional item in the unaudited standalone financial results in the following manner- (A). Net assets transferred by the Company (A) is as follows- MTPL - INR 586.83 million MGPL - INR 560.41 million Total INR 1,147.24 miilion (B). Consideration received as follows- (a) Fair value of Equity shares from- MTPL - INR 72,671.57 million MGPL - INR 3,993.96 million Total INR 76,665.53 million (b) Fair value of Compulsory convertible preference shares from- MTPL - INR 185,952.32 million MGPL - INR 3,319.59 million Total INR 189,271.91 million Total consideration received INR 265,937.44 miilion- MTPL INR 258,623.89 million and MGPL INR 7,313.55 (C). Gain on demerger MTPL - INR 258,037.06 million MGPL - INR 6,753.14 million Total - INR 264,790.20 million Further, the Company has recognized interest income on CCPS amounting to Rs. 7,607.24 million from the date of issuance of CCPS upto December 31, 2025. Considering the aforesaid demerger, the unaudited standalone financial results for the quarter and nine months ended December 31, 2025 and the quarter ended September 30, 2025 are not comparable with the unaudited standalone financial results for the quarter and nine months ended December 31, 2024. 5.During the quarter and nine months period ended December 31, 2025, (a) Pursuant to the Board resolution dated November 06, 2025, the Company has allotted 2,182,749,485 equity shares having face value of Rs. 1 each in lieu of conversion of 2,182,749,485 Compulsorily Convertible Preference Shares (CCPS) in the conversion ratio of 1:1. (b) PT Fashnear Technology Indonesia, a wholly owned subsidiary, has been liquidated on October 06, 2025 as per the intimation from the liquidator. (c) The Company has completed its Initial Public Offering (IPO) of 488,396,721 equity shares of face value of Rs. 1 each at an issue price of Rs. 111 per share (including a share premium of Rs. 110 per share). The issue comprised of a fresh issue of 382,882,882 equity shares aggregating to Rs. 42,500.00 million and an offer for sale of 105,513,839 equity shares by selling shareholders aggregating to Rs. 11,712.04 million. The Company’s equity shares were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 10, 2025. (d) On May 31, 2025, the Company had approved the bonus issue (fully paid up by way of capitalisation of the Company's securities premium) of Equity Shares in the ratio of 47.2509 Equity Share for every 1 Equity Share held. In accordance with the provisions of Ind AS 33, Basic and Diluted EPS for the quarter and nine months period ended December 31, 2024 and for the year ended March 31, 2025 have been adjusted and presented. 6. Exceptional items: (a) Employee share based payment expense includes Incremental expense upon modification of share based plan (Year ended 31 March 2025: INR 4,821.70 million), and Accelerated charge upon vesting of existing options (Year ended 31 March 2025: INR 596.43 million) (b) Perquisite tax paid by the Company - (Year ended 31 March 2025: INR 7,338.16 millions) (c) Gain on demerger (refer note 4(ii) above) for nine months period ended 31 December 2025: INR 264,790.20 million. (d) Expenses towards business combination - Quarter ended 31 December 2025: INR 37.10 million, Quarter ended 30 September 2025: INR 63.53 million, Quarter ended 31 December 2024: INR 103.69 million, Nine months period ended 31 December 2025: INR 1,024.68 million, Nine months period ended 31 December 2024: INR 300.59 million and Year ended 31 March 2025: INR 364.26 miilion. 7. The Government of India w.e.f. November 21, 2025, notified the Code on Social Security, 2020, the Industrial Relations Code, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the Codes), which replaces the existing central labour legislations. The supporting rules and certain key clarifications are awaited, and the interpretations and industry practices are still developing. Based on the Company's assessment, the provisions currently in force do not have a material impact on the unaudited standalone financial results of the Company. The financial impact, if any, of the remaining provisions will be assessed upon notification of the final rules and their effective dates. 8. During the year ended March 31, 2025, Fashnear Shenzhen Trading Co. Ltd, a wholly owned subsidiary was liquidated w.e.f. May 09, 2024. 9. The Company publishes these Unaudited Standalone Financial Results along with the Unaudited Consolidated Financial Results. In accordance with Ind AS 108,‘Operating Segments’, the Company has disclosed the segment information only in Unaudited Consolidated Financial Results. 10. The above unaudited standalone financial results of the Company are available on the Company’s website (www.meesho.com) and also on the website of BSE (www.bseindia.com) and NSE (www.nseindia.com), where the shares of the Company are listed. |