We have audited the accompanying standalone financial statements of Meesho Limited (formerly known as Meesho Private Limited / Fashnear Technologies Private Limited) (‘the Company’), which comprise the Standalone Balance sheet as at March 31, 2026, the Standalone Statement of Profit and Loss, including the Standalone statement of Other Comprehensive income/(loss), the Standalone Cash Flow Statement and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as ‘the standalone financial statements').
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013, as amended (‘the Act’) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, its profit, including other comprehensive income/(loss), its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor's Responsibilities for the Audit of
the Standalone Financial Statements' section of our report. We are independent of the Company in accordance with the ‘Code of Ethics' issued by the Institute of Chartered Accountants of I ndia together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2026. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor's responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
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Key audit matters
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How our audit addressed the key audit matter
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Revenue Recognition (as described in Note 2.2(i) and 21 of the standalone financial statements)
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Until June 01, 2025, the Company provided an
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Our audit procedures include the following:
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e-commerce platform that allowed the sellers to sell their goods to the users of the platform and managed shipping services through its logistics platform - ‘Valmo' and third party logistics services providers. The
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(i) We assessed whether the Company's revenue
recognition policies are consistent with the applicable accounting standards.
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Company charged order shipping income from sellers
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(ii) We obtained an understanding and evaluated the design,
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in the form of forward and reverse shipping income
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implementation and tested the operating effectiveness
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and paid appropriate costs to the logistics partners
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of management's general IT controls, automated controls,
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for all stages of deliveries i.e. first mile, mid mile and
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and control over system generated reports relevant
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last mile delivery services. The Company also provided
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for revenue recognition by involving our Information
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advertisement and marketing, assurance and other
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Technology (IT) specialists.
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related platform services.
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(iii) We tested the operating effectiveness of IT dependent manual controls. Further, performed analytical procedures and tested reconciliations between reports generated from Company's internal system with general ledger.
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Key audit matters
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How our audit addressed the key audit matter
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Subsequently from June 01, 2025, pursuant to the
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(iv)
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On a sample basis, we tested the underlying
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Business Combination as disclosed in note 39 of
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records including the attributes from the contracts
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the standalone financial statements, the Company
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relating to revenue recognition and recalculated the
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generates revenue from providing logistics services
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revenue amount.
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through its logistics platform - ‘Valmo', exclusively to
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(v)
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We performed cut-off procedures for the period before
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one of its wholly-owned subsidiary, which operates the
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and after the year end by testing the underlying proof
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e-commerce platform. Revenue from these logistics
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of delivery records and ensured that the revenue is
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services is recognized on a cost to cost basis, whereby
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recognised in the correct period.
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the transaction price comprises the operational costs
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(vi)
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We performed recomputation of shipping income
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incurred by the Company to provide logistics services.
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for selected sample days by applying the applicable
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The Company operates in a highly tech-driven environment, where IT systems enable users to place
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product-level rate cards, which are determined based on delivery zone and shipment weight.
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orders on the platform and order fulfillment by the
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(vii)
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We performed correlation of shipping income with
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logistics partners. Accordingly, the Company relies
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corresponding logistics costs for sub-orders and verified
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significantly on its IT systems for the performance of its
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appropriateness of accrual of revenue and related
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daily operations.
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logistics costs against the respective AWBs.
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(viii) We assessed manual journals posted to revenue to
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Considering the complexity and numerous IT systems
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identify unusual or irregular items.
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involved, and significant volume of data processed by
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(ix)
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We assessed the adequacy of disclosures made in the
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these systems, revenue recognition has been identified
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standalone financial statements in accordance with the
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as key audit matter.
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applicable accounting standards.
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Impairment assessment of investment in subsidiaries (as described in Note 2.2(h) and 5 of the standalone
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financial statements)
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As at March 31, 2026, the net carrying value of
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Our audit procedures included the following:
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investment in subsidiaries in the standalone financial statements amounts to 1306,112.43 million.
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(i)
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We evaluated the design, implementation and tested the operating effectiveness of relevant internal controls
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To assess if there is an impairment of the carrying value of investment, management conducted impairment
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relating to impairment assessment of investment in subsidiaries.
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tests, annually or whenever changes in circumstances
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(ii)
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We carried out assessment of forecasts of future cash
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or events indicate that, the carrying amount of such
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flows prepared by the management, evaluating the
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investment may not be recoverable. An impairment loss
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assumptions and comparing the estimates to externally
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is recognized if the recoverable amount is lower than the
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available industry, economic and financial data;
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carrying value.
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(iii)
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We evaluated the objectivity and competency of the specialist engaged by the Company and reviewed the
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The recoverable amount is estimated by calculating the
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valuation report issued by such specialist;
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value in use by discounting future cash flows based
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(iv)
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We also assessed the valuation methodology and the key
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on future business plans which is carried out by an
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assumptions adopted in the cash flow forecasts with the
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independent expert.
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support of our internal valuation experts;
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The testing of investment impairment is complex and involves significant judgement. The key assumptions
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(v)
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We also assessed the recoverable value headroom by performing sensitivity testing of key assumptions used;
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involved in impairment tests are projected revenue growth, operating margins, discount rates and terminal growth rate.
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(vi)
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We discussed potential changes in key drivers as compared to previous year / actual performance with management to evaluate whether the inputs and assumptions used in the cash flow forecasts
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Due to the uncertainty of forecasting and discounting
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were appropriate;
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future cash flows, being inherently subjective, the
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(vii)
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We discussed with senior management personnel, the
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level of management's judgement involved and
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justification for the key assumptions underlying the
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the significance of the Company's investment as at
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cashflow projections and performed sensitivity analysis
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March 31, 2026, we have considered this as a key
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on the same to assess their reasonableness;
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audit matter.
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(viii) We assessed the adequacy of disclosures made by the
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Company in relation to the impairment test as per Ind AS 36, in notes to the standalone financial statements.
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Key audit matters
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How our audit addressed the key audit matter
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Tax litigations and contingencies (as described in notes 2
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:.2(m) and 30 of the standalone financial statements)
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The Company is subject to challenges by local tax
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Our audit procedures included the following:
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authorities on a range of matters arising during the normal course of business including direct and indirect tax matters. As at March 31, 2026, the Company has disclosed contingent liabilities of 120,860.98 million in respect of demands raised, as detailed in note 30 to the
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(i)
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We obtained an understanding and tested the internal controls relating to the identification, recognition and measurement of provisions for disputes and disclosures of contingent liabilities in relation to taxes;
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standalone financial statements.
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(ii)
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We obtained confirmations/ opinions from independent tax experts on ongoing litigations along with risk
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The Company assesses the need to make a provision
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assessment and assessed the independence, objectivity
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or disclose a contingency on a case-to-case basis
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and competence of the management expert;
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considering the underlying facts of each matter and considering the views of independent tax experts. This involves a high level of management judgement and assumptions which impact the risk assessment
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(iii)
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We obtained details of tax assessments, demands issued by tax authorities, orders/notices received with respect to other litigations from the management;
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and consequential provisioning and disclosure of
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(iv)
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We involved our internal tax experts to review the status
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contingencies in the financial statements.
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of tax assessments and management's position in relation to on-going disputes regarding likelihood assessment of
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Given the inherent uncertainty, the complexity of the judgements involved, and the potential magnitude of related amounts, we considered the evaluation of tax related contingencies to be a key audit matter.
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(v)
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exposure carried out by the management; and
We assessed the adequacy of disclosures made in the standalone financial statements
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Other Information
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our auditor's report thereon. The Annual Report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether such other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Responsibilities of Management for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the standalone financial position, standalone financial performance including other comprehensive income/(loss), standalone cash flows and standalone changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Charged with Governance are also responsible for overseeing the Company's financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2026 and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 (‘the Order’), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the ‘Annexure 1' a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except in respect of two accounting software applications, the Company does not have servers physically located in India for the daily backup of the books of account and other books and papers maintained in electronic mode as disclosed in note 41 to the standalone financial statements and the matters stated in the paragraph (i) (vi) below on reporting under Rule 11(g);
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including the Statement of Other Comprehensive income/ (loss), the Standalone Cash Flow Statement and Standalone Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2026 from being appointed as a director in terms of Section 164 (2) of the Act;
(f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b) and paragraph below (i) (vi) on reporting under Rule 11 (g);
(g) With respect to the adequacy of the internal financial controls with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure 2' to this report;
(h) In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act, read with Schedule V;
(i) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer note 30 to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company.
iv. a) The management has represented that,
to the best of its knowledge and belief that, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (‘Intermediaries’), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief that, no funds have been received by the Company from any persons or entities, including foreign entities (‘Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) contain any material misstatement.
v. No dividend has been declared or paid during the year by the Company.
vi. Based on our examination which included test checks, and as explained in note 41 to the standalone financial statements, the Company has used certain accounting software applications for maintaining its books of accounts which have features of recording audit trail (edit log) facility and the same have operated throughout the year for all relevant transactions recorded except in case of one accounting software
application, audit trail feature is not enabled for direct changes to data when using certain access rights. Further, during the course of our audit in respect of the accounting software applications where the audit trail has been enabled, we did not come across any instance of audit trail feature being tampered with. Additionally, for these applications, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.
For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm Registration Number: 101049W/E300004
per Rajeev Kumar
Partner
Place: Bengaluru Membership Number: 213803
Date: May 06, 2026 UDIN: 26213803EMPKWV4774
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