| Textual Information(1) |
1.The above Unaudited Consolidated Financial Results of Meesho Limited (the 'Holding Company’/ the ‘Company’) (formerly known as Meesho Private Limited/ Fashnear Technologies Private Limited) together with its subsidiaries (collectively the “Group”) have been prepared in accordance with the recognition and measurement principles laid down in the applicable Indian Accounting Standards as prescribed 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 terms of Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI LODR’), as amended (“Listing Regulations”). These consolidated financial results have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on July 23, 2026. 2.The figures for the quarter ended March 31, 2026 are the derived balancing figure between audited figures in respect of the full financial year ended March 31, 2026 and the unaudited figures of the nine months period ended December 31, 2025. 3.The Board of Directors of the Holding Company, at its meeting held on March 31, 2026, approved an internal reorganization involving certain operational functions, employee transfers, and contractual arrangements among the Holding Company and its wholly owned subsidiaries, namely Valmo Transportation Private Limited and Meesho Technologies Private Limited. Pursuant to this reorganization, the Holding Company and its subsidiaries (collectively referred to as the Group) are housing their logistics business across different entities in the Group to enhance administrative efficiency and streamline operations. This reorganization will also enable better functional specialization and more focused management of the logistics business. As the aforesaid reorganization is among the entities within the Group, it has no material impact on the unaudited consolidated financial results of the Group for the quarter ended June 30, 2026. 4.During the year ended March 31, 2025, the Board of Directors of the Holding 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 Holding 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 Holding Company to MGPL; b) transfer of Marketplace business of the Holding Company to MTPL; and c) amalgamation by way of transfer of assets and liabilities of the Transferor Company with the Holding 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 the USA on June 15, 2025 and June 20, 2025 respectively. The amalgamation has been accounted for 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. During the year ended March 31, 2025, the Holding Company had provided for taxes towards Global Intangible Low-Taxed Income, business combination and passive income collectively referred to as Tax payable on account of business combination arising on account of the aforesaid business combination. The incremental charge recorded during the quarter ended June 30, 2025 and year ended March 31, 2026 was on account of foreign exchange fluctuations and finalisation of the tax obligations. 5.During the year ended March 31, 2026, the Holding Company has completed its Initial Public Offering (IPO) of 488,396,721 equity shares of face value of Re. 1 each at an issue price of Rs. 111 per share (including a share premium of Rs. 110 per share). The issue consisted 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 Holding Company’s equity shares were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 10, 2025. 6.During the quarter ended June 30, 2026: a.The Holding Company allotted 44,605,655 equity shares having a face value of Re. 1/- each upon exercise of vested options under the Holding Company’s Employee Stock Option Plan, 2024. b.Pursuant to the Board resolution dated May 07, 2026, the Holding Company has made an additional investment of Rs. 999.99 mn in Meesho Payments Private Limited, a wholly owned subsidiary, by way of subscription to rights issue of 3,058,103 equity shares of face value of Re. 1 each at an issue price of Rs. 327 per equity share (including securities premium of Rs. 326 per equity share). The aforesaid investment has been made to facilitate the operational growth and financial requirements of its wholly owned subsidiary. c.On June 12, 2026, the Holding Company has entered into a Share Purchase Agreement with certain identified selling shareholders to acquire the below stake for an aggregate consideration amounting to Rs. 2,020.85 million: i.100% stake of Kirana Club Pte. Ltd., (“Kirana Club”) a company incorporated under the laws of Singapore; and ii.0.41% stake of Retail Pulse Labs Private Limited (“RPLPL”), a company incorporated in India, and an existing subsidiary of Kirana Club. The aforesaid consideration is payable in three tranches, subject to the satisfaction of the specified conditions precedent applicable for each tranche, and including relevant regulatory approvals. The acquisition is expected to be completed during the quarter ended September 30, 2026. 7.During the quarter and year ended March 31, 2026, the Income Tax Authorities made certain additions to the taxable income declared for AY 2023-24. Consequently, a demand of Rs. 14,997.38 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. During the quarter ended June 30, 2026, the Holding Company filed a rectification request against the assessment order with the Deputy Commissioner of Income Tax and has also filed an appeal before the National Faceless Appeal Centre, Delhi (NFAC). A similar demand order of Rs. 5,720.69 million was issued for AY 2022-23 on which an interim stay has been granted by the Hon’ble High Court of Karnataka and the matter is currently pending. Based on independent tax and legal advice, the management is confident of the favorable outcome upon conclusion of the proceedings. 8. Exceptional Items (Amounts in Rs. millions) Expenses towards business combination is Nil for June 30, 2026 (Nil for quarter ended March 31, 2026 ; Rs. 924.05 million for quarter ended June 30, 2025 and Rs. 1,024.68 million for year ended March 31, 2026) Full and final settlement in respect of vendor dispute is Nil for June 30, 2026 (Nil for quarter ended March 31, 2026 ; Nil for quarter ended June 30, 2025 and Rs. 386.23 million for year ended March 31, 2026) Total is Nil for June 30, 2026 (Nil for quarter ended March 31, 2026 ; Rs. 924.05 million for quarter ended June 30, 2025 and Rs. 1,410.91 million for year ended March 31, 2026) 9.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 Ministry of Labour & Employment published final Central Rules, draft state rules and FAQs to enable assessment of the financial impact due to changes in regulations. Based on the Group’s assessment, the provisions currently in force do not have a material impact on these unaudited consolidated financial results. The Group continues to monitor the finalization of State rules, notifications and clarifications from the Government on the other aspects of the Code. 10.The above unaudited consolidated financial results for the quarter ended June 30, 2026 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. |