m) Provisions, Contingent Liabilities and Contingent Assets Provisions
A provision is recognised if, as a result of a past event, the Company has a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the expenditure required to settle the present obligation at the reporting date. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the 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 carry forward 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 or losses are recognized immediately in the Other Comprehensive Income/(Loss).
The plan provides a lump-sum payment to eligible employees at retirement or on termination of employment based on the salary of the respective employee and the years of employment with the Company.
Actuarial gains or losses are recognised in other comprehensive income. Remeasurement comprising actuarial gains or losses are not reclassified to the Standalone Statement of Profit and Loss in subsequent years.
a) 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 period 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 the 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 Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organization and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance, the analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.
s) Cash flow statement
Operating cash flows are reported using the indirect method, whereby profit / loss for the year 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 37)
• Financial risk management objectives and policies (Note 37)
• Sensitivity analysis disclosures (Notes 29 and 37)
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 34).
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 30).
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 parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds where remaining maturity of such bond correspond to expected term of defined benefit obligation. The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases are based on expected future inflation rates.
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 33.
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.
(i) Ind AS 1 - Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
The amendment requires that if a covenant breach is rectified after the reporting date, the same will be treated as a non-adjusting event and this amendment will be applicable from annual reporting periods beginning on or after the April 01, 2026.
The amendments are not expected to have a material impact on the Company's 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 April 01, 2025. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
(i) Lack of exchangeability - Amendments to Ind AS 21
The Ministry of Corporate Affairs notified amendments to Ind 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 April 01, 2025.
The application of Ind AS 21 does not have material impact on the Company's Standalone Financial Statements.
(ii) Classification of liabilities as current or non-current and non-current liabilities with Covenants - Amendments to Ind AS 1
The Ministry of Corporate Affairs notified amendments to paragraphs 69 to 76 of Ind AS 1 Presentation of Financial Statements to specify the requirements for classifying liabilities as current or non-current. The amendments clarify:
• What is meant by a right to defer settlement
• That a right to defer must exist at the end of the reporting period
• That classification is unaffected by the likelihood that an entity will exercise its deferral right
• That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification
The amendments are effective for annual reporting periods beginning on or after April 01, 2025.
The application of Ind AS 1 does not have material impact on the Company's Standalone Financial Statements.
(iii) Supplier Finance Arrangements - Amendments to Ind AS 7 and Ind AS 107
The Ministry of Corporate Affairs notified amendments to Ind AS 7 Statement of Cash Flows and Ind AS 107 Financial Instruments: Disclosures to clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity's liabilities, cash flows and exposure to liquidity risk.
The amendments are effective for annual reporting periods beginning on or after April 01, 2025.
The application of Ind AS 7 and 107 does not have material impact on the Company's Standalone Financial Statements.
(iv) International Tax Reform-Pillar Two Model Rules - Amendments to Ind AS 12
The Ministry of Corporate Affairs notified amendments to Ind AS 12 Income Taxes in response to the OECD's BEPS Pillar Two rules and include:
• A mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules; and
• Disclosure requirements for affected entities to help users of the financial statements better understand an entity's exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date.
The mandatory temporary exception - the use of which is required to be disclosed - applies immediately. The remaining disclosure requirements apply for annual reporting periods beginning on or after April 01, 2025, but not for any periods ending on or before March 31, 2026.
The amendments are effective for annual reporting periods beginning on or after April 01, 2025.
The application of Ind AS 12 does not have material impact on the Company's Standalone Financial Statements.
(i) During the year ended March 31, 2026, the Company has invested I 200.00 million in 421,052 equity shares of Meesho Payments Private Limited (‘MPPL’). During the year ended March 31, 2025, Meesho Inc., the erstwhile Holding Company had invested USD 1.20 million (1102.55 million) in equity shares of MPPL. In addition, investment in MPPL includes deemed capital contribution on account of employee share based payment expense arrangement (under Meesho Inc. 2016 Stock Incentive Plan) to the extent of 12.58 million and 115.63 million for the years ended March 31, 2026 and March 31, 2025 respectively.
(ii) During the year ended March 31, 2026, Popshop Commerce Private Limited is liquidated w.e.f. May 30, 2025 and accordingly, the investment has been written off during the year ended March 31, 2026. The liquidation process has been in effect from April 25, 2022 and accordingly, Meesho Inc., the erstwhile Holding Company had assessed the carrying value of such investments to be INil and had accounted for impairment allowance of USD 3.59 million as at March 31, 2025.
(iii) During the year ended March 31, 2026, PT Fashnear Technology Indonesia is liquidated on October 06, 2025 as per the intimation from the liquidator and accordingly, the investment has been written off during the year ended March 31, 2026. As at March 31, 2025, Meesho Inc., the erstwhile Holding Company had accounted for impairment allowance of USD 7.56 million owing to no business operations and future viability based on the management's assessment.
(iv) During the year ended March 31, 2026, by virtue of approval of the Composite Scheme of Arrangement and the order passed by the Bengaluru Bench of National Company Law Tribunal on May 27, 2025, the Company has transferred Grocery business to Meesho Grocery Private Limited (‘MGPL’). Pursuant to the Scheme, the carrying/book value of the net assets pertaining to the Grocery business has been transferred to MGPL. As a consideration of the demerger, MGPL has issued 482.88 million equity shares of 110 each and 331.96 million Compulsorily convertible preference shares of 110 each to the Company. The Company has recognised the investment in equity shares and CCPS of MGPL, received as consideration at fair value in its books of accounts, in accordance with the Scheme. Refer note 39. The Company had invested 10.10 million in 10,000 equity shares of Meesho Grocery Private Limited during the year ended March 31, 2025.
(v) During the year ended March 31, 2026, by virtue of approval of the Composite Scheme of Arrangement and the order passed by the Bengaluru Bench of National Company Law Tribunal on May 27, 2025, the Company has transferred Marketplace business to Meesho Technologies Private Limited (‘MTPL’). Pursuant to the Scheme, the carrying/book value of the net assets pertaining to the Marketplace business has been transferred to MTPL. As a consideration of the demerger, MTPL has issued 9,175.10 million equity shares of 110 each and 18,595.23 million Compulsorily convertible preference shares of 110 each to the Company. The Company has recognised the investment in equity shares and CCPS of MTPL, received as consideration at fair value in its books of accounts, in accordance with the Scheme. refer note 39. The Company had invested 10.10 million in 10,000 equity shares of Meesho Technologies Private Limited during the year ended March 31, 2025.
(vi) During the year ended March 31, 2026, the Company has invested 128,900.00 million in MTPL through subscription to rights issue of 1,310,657,596 equity shares of face value of 110 each at an issue price of 122.05 per share (including a share premium of 112.05 per share) which represents the portion of funds raised through initial public offering, to the extent attributable to the objects to be met through MTPL.
(vii) During the year ended March 31, 2026, the Company has invested USD 100 (10.01 million) in equity shares of Meesho Networks LLC. and 10.10 million in equity shares of Valmo Transport Private Limited.
(*) Based on the future operational plans, projected cash flows and fair valuation assessment carried out by an external expert, at March 31, 2026, the management is of the view that the carrying value of the Company's investment in these companies as at March 31, 2026 is appropriate and no adjustments is required in the standalone financial statements in this regard.
4) Terms/rights attached to equity shares cancelled on account of Amalgamation and equity shares pending issuance on account of Amalgamation
As on April 01, 2024, March 31, 2025 and March 31, 2026, the Company had only one class of equity share, having a par value of 11 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 39, 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 11 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 preference shareholders of Meesho Inc., the erstwhile Holding Company were 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 was entitled to one vote per fully paid up share held by such shareholder on an as if converted basis and consequentially voting was always in accordance with the applicable laws. Each CCPS was 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 should 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 should 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 should 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.
8) During the year ended March 31, 2026, the Company has issued 4,114,359,925 bonus equity shares of face value of 11 each for an amount aggregating to J4,114.36 million (fully paid up by way of capitalisation of the Company's securities premium) to the existing equity shareholders of the Company. The bonus issue of 3,985,623,242 equity shares of Re.1 each for an amount aggregating to J3,985.61 million issued to Meesho Inc. has been cancelled on account of business combination. Refer note 39
There are no equity shares/compulsory convertible preference shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the balance sheet date other than equity shares and CCPS issued as part of consideration for business combination (refer note 39).
9) For details of shares reserved for issue under the Employee share based plan of the Company and Meesho Inc, the erstwhile Holding Company, please refer note 33.
10) For details of shares reserved for issue on conversion of CCPS, please refer note related to terms of conversion/ redemption of preference shares. Refer note 14A(5).
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 33 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 issued to employees of the Company and its subsidiaries (refer note 33).
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 39)
(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 amounting to Rs 2,884.45 million which arose on account of merger of Meesho Inc. has been transferred to Amalgamation adjustment deficit reserve.
28 Earnings/(loss) per share (EPS)
Basic EPS amounts are calculated by dividing the profit or loss for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the restated profit or loss attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
a) 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 March 31, 2025, 2,724,534 unvested stock options held by the Founders of the Company have been accelerated and fully vested as on March 31, 2025 resulting in an accelerated charge of 1596.43 million and incremental expense upon modification of share based plan of 14,821.70 million.
Further, the aforesaid options along with the already vested stock options held by the Founders have been fully exercised on March 31, 2025. The resulting perquisite tax payable of 17,338.16 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.
b) The gain on demerger represents the excess of fair value of consideration received by the Company over the net assets transferred pursuant to demerger of the Grocery and Marketplace businesses to MGPL and MTPL respectively. Refer note 39 for more details.
c) Expenses towards business combination of 11,024.68 million (March 31, 2025: 364.26 million) includes:
(i) Professional and Consultancy Expenses - 1149.20 million (March 31, 2025: 316.73 million)
The Company has incurred professional and consultancy expenses of 1149.10 million and 1316.73 million during the years ended March 31, 2026 and March 31, 2025 respectively, primarily on account of business combination and other related activities
(ii) Stamp duty payable - 1Nil (March 31, 2025: 13.43 million)
During the year ended March 31, 2025, the Company has provided for stamp duty of 13.43 million payable in relation to the Composite Scheme of Arrangement.
(iii) Fees for increase in authorised share capital- 1Nil (March 31, 2025: 144.10 million)
29 Employee benefit plans (a) Defined contribution plan
The Company makes provident fund contributions which are defined contribution plans for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company has recognised 1 32.70 million (March 31, 2025: 1 77.67 million) for Provident Fund contributions in the Standalone Statement of profit and loss. The contributions payable to these schemes by the Company are at rates specified in the rules of the scheme.
During the year ended March 31, 2025, the Company has provided for regulatory fees of 144.10 million payable in relation to increase in authorized share capital of the Company for issue of equity shares and CCPS pursuant to approval of the Scheme.
(iv) Other incidental cost- 1875.48 million (March 31, 2025: 1Nil)
During the year ended March 31, 2026, the Company has incurred 1875.48 million towards other incidental costs in relation to business combination.
(b) Defined benefit plan - Gratuity
The Group provides for gratuity under defined benefit plan as per the Code on Social Security, 2020, which subsumes the Payment of Gratuity Act, 1972. Every employees who has completed five years or more of service are entitled to gratuity at 15 days of wages (last drawn) for each completed year or part thereof in excess of six months of service, subject to the statutory ceiling. The scheme is not externally funded. The following tables summarize the components of net benefit expense recognized in the Standalone Statement of Profit and Loss and amounts recognized in the Standalone financial statements.
The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 3 years (March 31, 2025: 3 years);
Risk exposure
Gratuity is a defined benefit plan and the company is expected to the following risks :
(a) Interest risk :
The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability.
(b) Liquidity risk :
This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non availability of enough cash / cash equivalent to meet the liabilities.
(c) Salary escalation risk :
The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
(d) Demographic risk :
The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumptions made.
(e) Regulatory risk :
Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts.
Impact of the New Labour Code:
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 draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations. Based on the Company's assessment, the provisions currently in force do not have a material impact on these standalone financial statements. The Company continues to monitor the finalization of Central/State rules, notifications and clarifications from the Government on the other aspects of the Code.
(i) The GST dispute relates to the applicability of TCS on the value of supplies made by resellers to their customers for the period October 2018 to March 2020. The Commissioner (Appeals), vide order dated April 24, 2026, has upheld the tax demand raised by the authorities, while setting aside the penalty imposed under Section 122 of the CGST Act. The Company will file an appeal against the said order before the Goods and Services Tax Appellate Tribunal (GSTAT) and, based on expert advice, believes that it has a strong case on merits. Accordingly, no provision has been accrued in these Standalone Financial Statements. 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.
Pursuant to the scheme of demerger, litigations attributable to the E-commerce undertaking shall be assumed by MTPL, and accordingly, any outcome arising from such litigations to the extent attributable to E-commerce undertaking will be borne by MTPL.
(ii) The Company has an ongoing dispute with Workshala, landowner of the erstwhile office premises amounting to I 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 March 31, 2025, the commercial courts have set aside the arbitral award. The Company has appealed against the aforementioned judgement of commercial courts, before the Honourable 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 memorandum (‘PPA’) dated February 25, 2022 with cloud service provider (‘CSP’) for a period of two years from March 01, 2022 to February 29, 2024. The PPA contained certain stipulations on spend commitment by the Company in consideration for obtaining the services available on the CSP. During the year ended March 31, 2025, CSP filed its Statement of Claim with the Arbitration Tribunal, seeking an amount of 11,211.59 million (USD 13.63 million) against spend commitment. In response, the Company submitted its Statement of Defence and Counterclaim on January 31, 2025, seeking relief from CSP's claims and lodging a counterclaim for 1864.91 million.
During the year ended March 31, 2026, both the parties have entered into a settlement agreement to settle the aforesaid matter.
(iv) During the 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 114,997.38 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. Subsequent to the year ended March 31, 2026, the 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’).
During the year ended March 31, 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 15,720.69 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. During the year ended March 31, 2026, the Company filed a rectification request against the assessment order and has also filed a writ petition before the Honourable High Court of Karnataka. In the court hearing held on April 25, 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 Standalone Financial Statements.
Pursuant to the scheme of demerger, litigations attributable to the E-commerce undertaking shall be assumed by MTPL, and accordingly, any outcome arising from such litigations will be borne by MTPL.
(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 March 31, 2026 is Nil (March 31, 2025 is 184.17 million)
(ii) Refer note 34 with regards to lease commitments
(iii) The Company has significant commitments under Cloud and Technologies services related contracts amounting to Nil as at March 31, 2026 [March 31, 2025 is 16,101.01 million (USD 71.34 million)]. Pursuant to the Demerger, these contracts have been transferred to MTPL. Refer note 39.
Terms and conditions of transactions with related parties
1) The transactions with related parties are made on terms equivalent to those prevailing in arm's length transactions. The outstanding balances are generally unsecured and interest free. There have been no guarantees provided or received for any related party balances.
2) In respect of the transactions with the related parties, the Company has complied with the provisions of Section 188 of the Act where applicable, and the details have been disclosed above, as required by the applicable accounting standards.
3) The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.
32 Dues to Micro and Small Enterprises
The amount due to Micro and small enterprises in the ‘Micro, small and medium Enterprise Development Act, 2006' (MSMED)
has been determined to the extent such parties have been identified on the basis of information available with the Company
on the basis of information disclosed by the suppliers. The disclosure relating to MSME are as under:
33 Employee share based payment
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 was approved by its board and was 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 March 31, 2026, 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 May 27, 2025 (refer note 39), on account of which the Meesho Inc. 2016 Stock Incentive Plan is discontinued and options fully vested is replaced with stock options under the Meesho Limited - Employee Stock Option Plan, 2024 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 Meesho Limited - Employee Stock Option Plan, 2024 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 March 31, 2026 and March 31, 2025. 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 March 31, 2025 performance grants, the management is of the view that the year ended March 31, 2025 grant performance conditions are likely to be achieved and accordingly, ESOP cost is accounted from the date of grant i.e. November 28, 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 November 28, 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.
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.
b) Meesho Limited - Employee Stock Option Plan, 2024
The Company has issued Employee Stock Options under the Meesho Limited - Employee Stock Option Plan, 2024 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 March 31, 2025, 2,724,534 unvested stock options held by the Founders of the Company have been accelerated and fully vested as on March 31, 2025 resulting in an accelerated charge of 1620.55 million and incremental expense upon modification of share based plan of 14,824.80 million. Further, the aforesaid options along with the already vested stock options held by the Founders have been fully exercised on March 31, 2025. The resulting perquisite tax payable of 17,338.16 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.
During the the year ended March 31, 2026, pursuant to the approval of the Board of Directors dated May 31, 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 the year ended March 31, 2026 and March 31, 2025. 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.
Further, during the the year ended March 31, 2026, 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 May 27, 2025 (refer note 39), on account of which the Meesho Inc. 2016 Stock Incentive Plan is discontinued and options fully vested under the erstwhile plan is replaced with stock options under the Meesho Limited - Employee Stock Option Plan, 2024 with same vesting and performance conditions.
Pursuant to the replacement of options under the Meesho Inc. 2016 Stock Incentive Plan with Meesho Limited - Employee Stock Option Plan, 2024, the Company has formulated two Pools of ESOP options as under: Pool 1 represents the options granted and migrated to eligible employees in lieu of options held in Meesho Inc., the erstwhile holding company and the options reserved and granted to eligible employees as may be determined by the Board under the Meesho Limited - Employee Stock Option Plan, 2024. Each option in Pool 1 has a conversion ratio of 49 equity shares for every one option.
Pool 2 represents the options migrated under the ESOP Scheme pursuant to the Scheme becoming effective, with a conversion ratio of 60 equity shares for every one option.
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.
34 Leases
The Company has lease contract for office space used in its operation. Certain leases are for a period of 5 to 10 years with a lock in period of 3 to 5 years, however considering the contractual terms regarding non-cancellable period and extension or terminations options available, management expects that 5 years would be reasonable based on historical trend. The Company's obligations under its leases are secured by the lessor's title to the leased assets. There are certain lease contracts that include extension and termination options. The Company also has certain leases with lease terms of twelve months or less and leases with low value. The Company applies the ‘short-term lease' and ‘lease of low-value assets' recognition exemptions for these leases. There are no lease arrangements with variable lease payments.
The Company had total cash outflows for leases of 1233.50 million (March 31, 2025: 1196.60 million) for the year ended March 31, 2026. The leases contain termination and extension periods exercisable by the Company, for which the related lease payments are included in lease liabilities only if the Company is reasonably certain to exercise these extension options or not to exercise the termination options.
35 Segment reporting
The Company publishes these Financial Statements along with the Consolidated Financial Statements. In accordance with Ind AS 108, ‘Operating Segments', the Company has disclosed the segment information only in the Consolidated Financial Statements.
Notes
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
The carrying value of cash and cash equivalents, trade receivables, trade payables, other financial assets (including marketplace receivables), loan, certificate of deposits, Unit Linked Insurance Plan and other financial liabilities approximate to their fair values largely due to the short-term maturities of these instruments.
The fair value of remaining financial instruments including bank balances (other than cash and cash equivalent), and investments in bonds, commercial papers and US treasury bills, and are determined on transaction date based on discounted cash flows calculated using lending/ borrowing rate. Subsequently, these are carried at amortized cost. There is no significant change in fair value of such liabilities and assets.
Fair value of quoted mutual funds is based on Net assets value (‘NAV’) as at the reporting date. The investments in bonds are valued by referring to market inputs including quotes, trades, poll, primary issuances for securities and /or underlying securities issued by the same or similar issuer for similar maturities and movement in benchmark security, etc.
Fair value of derivative asset / liability including foreign currency forwards are measured at the present value of future cashflows based on the forward exchange rates at the reporting date.
B Fair value hierarchy
Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable
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 of the Company's risk management framework.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
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 in relation to the risks faced by the Company.
i. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Financial instruments that are subject to credit risk and concentration thereof principally consist of (i) trade receivables, (ii) marketplace receivables and other financial assets and (iii) Investments, cash and cash equivalents and bank balances of the Company.
a) Trade Receivables
Trade receivables primarily comprise amounts due from a large number of unrelated marketplace sellers largely arising from provision of logistics and advertisement services. The Company's business model mitigates the credit risk associated with these receivable as it allows it to offset payables to sellers against receivables. The Company's trade receivables are non-interest bearing. The Company does not have significant credit risk exposure to any individual counterparty and does not hold collateral as security against these receivables.
Pursuant to the Scheme of Arrangement, the Company has transferred its marketplace trade receivables to MTPL. Subsequently, the Company's trade receivables comprise wholly of intercompany trade receivables which have minimum credit risk being intercompany transactions.
The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables, further an impairment analysis is performed at each reporting date on an individual basis for major parties.
b) Marketplace Receivable
Marketplace receivables represent the outstanding amounts due to the Company from transactions facilitated through its platform. These receivables arise primarily from the following sources:
i) Amounts Recoverable from Logistics Partners: These pertain to cash collected by logistics partners from end consumers upon delivery (Cash on Delivery transactions) and pending remittance to the Company.
ii) Amounts Recoverable from Payment Gateways: These include collections made through various digital payment modes—such as credit cards, debit cards, UPI, wallets, and net banking—that are yet to be settled by payment gateway service providers.
The Company evaluates the credit quality of its vendors based on their financial standing, historical payment behavior, and other relevant factors. Credit risk is managed through the establishment of individual risk limits, which are determined using internal assessments or external credit ratings, in accordance with policies approved by the Board. Compliance with these credit limits is regularly monitored by the operating management to ensure adherence and mitigate exposure to credit risk.
Inputs, assumptions and estimation techniques used to determine expected credit loss
The Company's ECL provision are made on the basis of the Company's historical loss experience and future expected credit loss, after factoring in various macro-economic parameter. In calculating the ECL, the management has considered internal and external information available up to the date of approval of these Standalone Financial Statements.
d) Cash and cash equivalent, Investment and Bank Balance
Credit risk on cash and cash equivalents and bank balances is limited as the company generally invests in deposits with banks and financial institutions with high credit ratings assigned by domestic credit rating agencies. The Company also invest in commercial paper, bonds, certificate of deposits and U.S. Treasury bills with reputable companies and issuers with no history of default.
e) Geographic concentration of credit risk
The maximum exposure to credit risk for trade receivables is in India. The Company has investment in U.S. Treasury bills which do not carry significant credit risk.
ii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company's principal sources of liquidity are cash and cash equivalents, investments and the cash flow that is generated from operations.
The Company also monitors the level of expected cash inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial liabilities.
iii. Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risks: interest rate risk, price risk and currency risk. Financial instruments affected by market risk includes trade receivable/payable, other financial assets and liabilities.
a. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's investments are predominantly held in mutual funds, bonds and bank deposits.
Investment in bank deposits and bonds are measured at amortised cost and are fixed interest rate bearing instruments and hence not subject to interest rate volatility.
The Company also invests in mutual fund schemes of leading fund houses, such investments are susceptible to market interest risks which may impact the return and value of such investments. However, given the relatively short tenure of underlying portfolio of the mutual fund schemes in which the Company has invested, such risk is not significant. Since the mutual fund investments are in debt funds, the price risk is effectively the interest rate risk.
b. Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to foreign currency risk at the end of the reporting period expressed in Rupees. The foreign exchange loss is recognised in the Standalone Statement of Profit and Loss.
The exposure of the Company to foreign currency risk is not significant. However, this is closely monitored by the management to decide on the requirement of hedging. The Company has not taken any instruments to hedge the foreign currency exposure. The details of financial assets and financial liabilities denominated in foreign currency as at March 31, 2026 and March 31, 2025 that are not hedged by a derivative instrument or otherwise are as follows:
D Capital Management
The Company's objective when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value. As at March 31, 2026 and March 31, 2025, the Company's funding needs are met through issuance of equity shares and CCPS and the Company does not have any debt. Consequent to the above capital structure, there are no externally imposed capital requirements.
38 Other Statutory Information:
(a) The Company does not have any Benami property nor any proceeding is pending against the Company for holding any Benami property.
(b) The Company transacts with numerous sellers and vendors for its market place business. The Company has verified the transactions with the sellers and vendors and noted no transactions with struck off companies for the year ended March 31, 2026 and March 31, 2025 except the below mentioned companies for the year ended March 31, 2025. As part of the Demerger of e-commerce and grocery undertakings, these balances have been transferred to MTPL and MGPL respectively. Refer note 39.
Derivative financial instruments
The Company used forward exchange contracts to manage some of its transaction exposures. The counterparty for these contracts is generally a bank. The foreign exchange forward contracts are not designated as cash flow hedges and are entered into for periods consistent with the foreign currency exposure of the underlying transactions. The details in respect of outstanding foreign currency forward and option contracts are as follows :
(c) The Company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
(d) The Company has not traded or invested in crypto currency or virtual currency during the financial year.
(e) The Company has not advanced, loaned or invested funds (either from borrowed funds or securities premium or any other sources or kind of funds) in any entity with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other entities by or on behalf of the Company (ultimate beneficiaries) or
(ii) provide any guarantee or security to or on behalf of the ultimate beneficiaries.
(f) The Company has not received any fund from any persons or entities including foreign entities with an understanding that the Company shall:
(i) lend or invest in other entities or persons identified by or on behalf of the funding Party (ultimate beneficiaries) or
(ii) provide any guarantee or security on behalf of the ultimate beneficiaries.'
(g) The Company has not been declared as willful defaulter by any bank or financial institution or any lenders.
(h) The Company doesn't have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as search or survey.
(i) The Company has been sanctioned working capital limits in excess of five crores in aggregate from banks during the year on the basis of security of current assets of the Company. There are no quarterly returns or statements required to be filed by the Company with such banks. The Company do not have sanctioned working capital limits in excess of five crores in aggregate from financial institutions during the year on the basis of security of current assets of the Company.
39 Business Combination
During the year ended March 31, 2025, the Board of Directors of the Company (‘Transferee Company’) and its wholly owned subsidiaries Meesho Grocery Private Limited (‘MGPL’ or ‘Resultant Company-1’), Meesho Technologies Private Limited (‘MTPL’ or ‘Resultant Company-2’) and Meesho Inc. (erstwhile ‘Holding Company’ or ‘Transferor Company’), had 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 on April 25,
2024 for:
a) transfer of Grocery business of the Company to MGPL and consequent consideration payout by MGPL through issuance of shares of MGPL to the Transferor Company as of the Record Date fixed by the Board of Directors of MGPL and the Company;
b) transfer and of Marketplace business of the Company to MTPL and consequent consideration payout by MTPL through issuance of shares of MTPL to the Transferor Company as of the Record Date fixed by the Board of Directors of MTPL and the Company;
c) amalgamation by way of transfer of assets and liabilities of the Transferor Company with the Company and consequent consideration payout by the Company through issue of equity and compulsory convertible preference shares to the shareholders of the Transferor Company as of the Record Date fixed by the Board of Directors of the Company.
A. Business combination of the erstwhile Holding Company with the Company
During the year ended March 31, 2026, 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 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.
In accordance with the requirements of Appendix C to Ind AS 103, the subsidiaries of the erstwhile Holding Company, as listed below, have been classified as subsidiaries of the Company by virtue of a common control business combination -
*Meesho Payments Private Limited, India,
*Fashnear Shenzhen Trading Co. Ltd, China (liquidated on May 09, 2024)
*PT Fashnear Technology Indonesia, Indonesia (under liquidation w.e.f. 15 May 2024. During the year ended March 31, 2026, PT Fashnear Technology Indonesia has been liquidated on October 06, 2025 as per the intimation from the liquidator.); and
*Popshop Commerce Private Limited, India (under liquidation w.e.f. April 25, 2022)
The above subsidiaries are collectively referred to as ‘Other subsidiaries'.
The amalgamation had 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 in the year ended March 31, 2025. The Company had retrospectively accounted for merger of Meesho Inc., the erstwhile Holding Company as on April 01, 2023 which is the beginning of the earliest comparative period presented and the assets, liabilities and equity of Meesho Inc., the erstwhile Holding Company are included at their respective carrying value and no fair value adjustments have been done.
Pursuant to the business combination of Transferor Company with the Company, the shares previously held by Transferor Company in the Company have been cancelled and the Company has issued 602.09 million equity shares with nominal value of 1602.09 million to the equity shareholders and 2,939.31 million compulsorily convertible preference shares with nominal value of 12,939.31 million to holders of compulsorily convertible preference shares of the Transferor Company.
Upon giving the effect of the merger on April 01, 2023, the excess of consideration to be issued by the Company over the net assets acquired amounting to 13,541.36 million had been recognised as Amalgamation adjustment deficit reserve within other equity. The reserve can be utilised in accordance with the provisions of the Companies Act, 2013.
The Company has provided for taxes towards Global Intangible Low-Taxed Income (‘GILTI’) of 117,569.17 million (March 31, 2025: 117,775.37 million), business combination of 17,696.69 million (March 31, 2025: 17,093.05 million) and passive income of 1300.82 million (March 31, 2025: 1Nil) collectively referred as ‘Tax payable on account of business combination' arising on account of the aforesaid business combination. The management, based on tax opinion obtained from an external specialist, is of the view that the positions adopted for this tax liability will be upheld in due course and accordingly, the taxes have been provided adequately in these Standalone Financial Statements and have been remitted. During the year ended March 31, 2026, the Company has filed returns and has remitted the aforesaid taxes. The charge of 1698.26 million recorded as current tax on account of business combination during the year ended March 31, 2026 is on account of foreign exchange fluctuations and finalisation of the tax obligation. Refer note 20, 27 and 36.
B. Transfer of Grocery and Marketplace business of the Company to MGPL and MTPL
During the year ended March 31, 2026, by virtue of approval of the Composite Scheme of Arrangement and the order passed by the Bengaluru Bench of National Company Law Tribunal on May 27, 2025, the Company has transferred Grocery and Marketplace business to MGPL and MTPL respectively. The certified copy of the order passed by NCLT has been filed with the relevant Registrar of Companies on June 15, 2025.
In accordance with the Scheme, the effect of the demerger has to be given when all substantial conditions associated with the transfer are complete i.e. June 01, 2025.
(i) Demerger of Grocery Business from the Company
As provided in the Scheme, the Company has accounted for the aforesaid demerger in its books of accounts in accordance with the Indian Accounting Standards (Ind AS) and generally accepted accounting principles in India. The carrying/book value of the net assets of the Demerged Undertaking [refer details in (a) below] amounting to 1560.41 million has been transferred to MGPL. As a consideration of the demerger, MGPL has issued 482.88 million equity shares of 110 each and 331.96 million Compulsorily convertible preference shares of 110 each to the Company. The Company has recognised the investment in equity shares and CCPS of 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 the Demerged Undertaking has been recognised as an ‘‘exceptional item'' in the Standalone Statement of Profit and Loss amounting to 16,753.14 million.
(ii) Demerger of Marketplace Business from the Company
As provided in the Scheme, the Company has accounted for the aforesaid demerger in its books of accounts in accordance with the Indian Accounting Standards (Ind AS) and generally accepted accounting principles in India.
The carrying/book value of the net assets of the Demerged U ndertaking [refer details in (a) below] amounting to 1586.83 million has been transferred to MTPL. As a consideration of the demerger, MTPL has issued 9,175.10 million equity shares of 110 each and 18,595.23 million Compulsorily Convertible preference shares of 110 each to the Company. The Company has recognised the investment in equity shares and CCPS of MTPL, 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 the Demerged Undertaking has been recognised as an ‘‘exceptional item'' in the Standalone Statement of Profit and Loss amounting to 1258,037.06 million.
41 As per the amended Rule 3 and 11(g) of the Companies (Accounts) Rules, 2014 (the Accounts Rules'), Companies are required to maintain daily back-up of the books of account and other relevant books and papers which are maintained in electronic mode on servers physically located in India and accounting software used for maintaining its books of account should have a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. In addition, Companies are required to preserve audit trail as per the statutory requirements of record retention.
In respect of two 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.
Further, 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 respect of one accounting software application, audit trail feature is not enabled for direct changes to data when using certain access rights. Further, audit trail feature has not been tampered with in respect of the accounting software applications where the audit trail has been enabled and the audit trail of prior years has been preserved as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.
42 Subsequent Events
The Board of Directors of the Company, at its meeting held on March 31, 2026, approved an internal reorganization involving certain operational functions, employee transfers, and contractual arrangements among the Company and its wholly owned subsidiaries, namely Valmo Transportation Private Limited and Meesho Technologies Private Limited. Pursuant to this reorganization, the Company and its subsidiaries (collectively referred to as the ‘‘Group'') shall be housing its 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.
43 During the year ended March 31, 2026, the Company has completed its Initial Public Offer (IPO) of 488,396,721 equity shares of face value of ?1 each at an issue price of ^111 per share (including a share premium of ^110 per share). The issue comprised of a fresh issue of 382,882,882 equity shares aggregating to ^42,500 Million and offer for sale of 105,513,839 equity shares by selling shareholders aggregating to ^11,712.04 Million. Pursuant to the IPO, the equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 10, 2025. The utilisation of the IPO proceeds from fresh issue of ^ 41,004.90 million (net of IPO expenses of ^1,495.10 million) is summarised below:
44 Certain amounts (including current-year values or percentages) presented in the various tables and paragraphs of these Standalone financial statements have been rounded off, as deemed appropriate by the Company's Management.
45 Absolute amount less than 15,000 are appearing as ‘0.00' in standalone financial statements due to presentation in million.
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