Directors Report of Meesho Ltd.

Mar 31, 2024

The Board of Directors ("Board") hereby submits the report of the business and operations of Fashnear Technologies
Private Limited ("the Company") together with the audited financial statements for the financial year ended March 31,
2024, in accordance with provisions of section 134(3) of the Companies Act, 2013 ("the Act").

Financial Highlights

The summarized financial performance of the Company for the financial year ended March 31, 2024, and March 31, 2023,
are given below:

Particulars	Consolidated		Standalone
	^^FY 2024	FY 2023 |	FY 2024	FY 2023
Revenue from operations	76,149	57,345	76,149	57,345
Other Income	2,302	1,548	2,302	1,548
Total Income	78,451	58,893	78,451	58,893
Total Expenses	81,501	75,643	81,501	75,643
(Loss) before tax	(3,049)	(16,750)	(3,049)	(16,750)
Other comprehensive (loss) / income	(4)	(10)	(4)	(10)
Total comprehensive (loss) for the year	(3,053)	(16,760)	(3,053)	(16,760)

During the year under review, revenue from operations
witnessed a growth of 33% and total expenditure has
increased by 8% as compared to the previous year.

Transfer to reserves

The Board does not propose to carry any amount
to reserves due to the accumulated losses incurred
by the Company.

Dividend

The Director has not recommended any dividend for the
year under review.

Statement of Company''s affairs and future
outlook

The Company has taken necessary and further steps
to strengthen its competitive advantages, explore more
opportunities, and enhance its presence in emerging
markets within India and thus securing future growth
momentum by aggressively working towards setting up
customer base and catering to them. The Board assures
on improving the performance of the Company and
achieving desired results in the coming years.

Change in the nature of business

There is no change in nature of business of the Company
for the year under review.

Particulars of Loans, Guarantees or
Investments

Loans, guarantees and investments covered under
Section 186 of the Companies Act, 2013 ("the Act"),
forms part of Note No. 6 & 13 respectively to the financial
statements of the Company. During the period under
review, the Company has incorporated 2 (Two) wholly
owned subsidiaries i.e. Meesho Technologies Private
Limited and Meesho Grocery Private Limited. However,
the investment in the said subsidiaries were made
subsequent to the year ended March 31, 2024 i.e. in
the current year.

Public Deposits

During the year under review, the Company has neither
accepted nor renewed any deposits in terms of Chapter
V of the Act and Rules framed thereunder.

Changes in Share Capital Structure

During the financial year ended March 31, 2024:

i. the Company has not altered the authorized share
capital of the Company and the authorized share
capital of the Company as at March 31, 2024 is INR
10,00,00,000 (Indian Rupees Ten Crore) divided
into 10,00,00,000 Equity Shares of INR 1 (Indian
Rupee One) each.

ii. the Company has not issued and allotted any shares.

iii. the Company has not reclassified or sub-divided the
authorized share capital.

iv. the Company has not reduced the share capital.

v. the Company has not bought any shares.

vi. the Company has not changed its capital structure
resulting from any restructuring.

vii. the Company has not issued any equity shares
with differential voting rights, sweat equity shares,
convertible securities debenture, bonds, warrants.

Subsequent to the financial year ended March 31,
2024, the Company has issued and allotted 60,00,357
equity shares of the face value of INR 1 (Indian Rupee
One) each to the existing equity shareholder of the
Company. The shares were issued pursuant to the
provisions of section 62(1)(a) of the Act and rules
made there under. Details of the shares issued is
mentioned below:

Date of Allotment	Type of Issue	Number of shares issued	Face value of the shares
25.04.2024	Right	60,00,357	INR 1 per
	Issue		share

Changes in Subsidiaries, Joint Ventures and
Associates

During the period under review, the Company has
incorporated 2 (Two) wholly owned subsidiaries i.e.
Meesho Technologies Private Limited and Meesho
Grocery Private Limited. However, the investment in the
said subsidiaries were made subsequent to the year
ended March 31, 2024 i.e. in the current year.

The Company did not have any Joint Venture or Associate
Company during the year under review.

The Salient features of the financial statement of the
Subsidiary in Form AOC-1 has been annexed as Annexure I
to the Directors'' Report.

Web Address where Annual Return is placed

The copy of Annual return in prescribed Form MGT-7 has
been hosted on the Company''s website and the link of
the same ishttps://www.mResho.com.

Directors and Key Managerial Personnel

i. Appointments and resignations of Directors
during the year

During the year under review, there were no
appointments or resignations.

ii. Key Managerial Personnel of the Company
during the year

Vidit Aatrey and Sanjeev Kumar, the Whole-Time
Directors of the Company, are regarded as the Key
Managerial Personnel of the Company. Further, the
Company is not required to appoint KMPs under
Section 203 of the Act.

Board of Directors, Meetings, and its
Committees

i. Composition of the Board

The Board is constituted as per the provisions of
the Companies Act, 2013 read with the Articles of
Association of the Company. As on March 31, 2024,
the total strength of the Board was 2 (Two) Directors.

The Board on March 31, 2024, comprises of the
following Directors:

Sr. Name of Director No.	Designation
1 Mr. Vidit Aatrey	Whole-time Director
2 Mr. Sanjeev Kumar	Whole-time Director

ii. Meetings of the Board held during the year

The Board met 8 (Eight) times during the financial
year 2023-24 on following dates:

20.04.2023, 25.07.2023, 20.10.2023, 27.10.2023,

28.12.2023, 06.03.2024, 28.03.2024, 30.03.2024

The details of Board meetings attended by
Directors are as under:

		Board Meetings
Sr. No.	Name of Director	Held during the	Attended
		tenure
1	Mr. Vidit Aatrey	8	8
2	Mr. Sanjeev Kumar	8	8

iii. Corporate Social Responsibility ("CSR")
Committee

The CSR Committee of the Company has been
duly constituted in accordance with the provisions
of the Act. The Company has in place CSR Policy
which outlines the Company''s philosophy and
responsibility and lays down the guidelines and
mechanism for undertaking socially impactful
programs towards welfare and sustainable
development of the community around the area of
its operations. The Policy is disclosed on the website
of the Company athttps://www.mRRsho.com/lRgal/
csr-policy?embed=true.

Further, the details pertaining to the composition,
terms of reference, the meetings held during the
financial year under review and other details as

Options outstanding		March 31, 2024
a.	Options granted	42,17,999
b.	Options vested	NIL
c.	Options exercised	NIL
d.	The total number of shares arising as a result of exercise of option	NIL
e.	Options lapsed	NIL
f.	the exercise price	INR 1 per option
g.	variation of terms of option	No Variation
h.	money realized by exercise of option	NIL
i.	total number of options in force	42,17,999
j.	employee wise details of options granted to:
	i. key managerial personnel	Vidit Aatrey - 20,65,211 Sanjeev Kumar - 6,59,323
	ii. any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during the year	NIL
	iii. identified employees who were granted options, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant	Vidit Aatrey - 20,65,211

required under the Act are annexed to this report
as Annexure III.

Policy on Directors'' appointment and
remuneration

Your Company does not fall within the criteria mentioned
under Section 178(1) of the Act for applicability of the
provisions pertaining to directors'' Nomination and
Remuneration. Hence, your Company is not required to
constitute a Nomination and Remuneration Committee
and to comply with other provisions of Section 178 of the
Act, read with rules made thereunder.

Board Evaluation

The provisions of section 134(3)(p) of the Act read with
Rule 8(4) of the Companies (Accounts) Rules, 2014 for
having formal self-annual evaluation by the Board
are not applicable to the Company. Consequently,
the requirement under the stated section with respect
to furnishing a statement indicating manner in which
formal evaluation has been made by the Board of its
own performance and individual Directors do not apply
to the Company.

Declaration of Independent Directors

The provisions of Section 149 of the Act pertaining to the
appointment of Independent Directors are not applicable
to the Company.

Particulars of contracts or arrangements
made with related parties

The contracts or arrangements made with related
parties are reported in Form AOC-2 which is hereby
marked and attached as Annexure III and you may also
refer to related party transactions in note no. 29 of the
financial statements.

Director''s responsibility statement

In accordance with the provisions of section 134(3)(c) and
134(5) of the Act, with respect to Directors'' Responsibility
Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating to
material departures;

b) the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and
of the loss of the Company for that period;

c) the Directors had taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act for

safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on
a going concern basis;

e) the Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively.

f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Auditors:

(a) Statutory Auditor

The shareholders of the Company had appointed
M/s S.R. Batliboi & Associates LLP, Chartered
Accountants having firm registration no. 101049W/
E300004 as the statutory auditors of the Company
for a term of five consecutive years to hold office
from the conclusion of 8th Annual General Meeting
until the conclusion of 13th Annual General Meeting
of the Company. M/s S.R. Batliboi & Associates LLP,
Chartered Accountants continues to be Statutory
Auditor of the Company.

Auditor''s Report on the Financial Statement
for the financial year ended March 31, 2024
forms part of this report. The Auditor''s Report is
self-explanatory and does not contain any
qualification or reservations or adverse remark or
report of fraud.

(b) Cost Auditor

The provisions of section 148 of the Act read with Rule
3 of the Companies (Cost Records and Audit) Rules,
2014 do not apply to the Company. Accordingly, the
Company has not appointed a Cost Auditor.

(c) Secretarial Auditor

The provisions of section 204 of the Act read
with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
do not apply to the Company. Accordingly, the
Company has not appointed a Secretarial Auditor.

Internal Financial Control and Adequacy

The Board has adopted policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company''s policies, the
safeguarding of its assets, the prevention and detection
of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of
reliable financial information, as required under the Act.

Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

Your Company has always believed in providing a safe and
harassment free workplace for every individual working in
its premises through various interventions and practices.
The Company always endeavors to create and provide
an environment that is free from discrimination and
harassment including sexual harassment. The Company
has in place a robust policy on prevention of sexual
harassment at workplace. The policy aims at prevention
of harassment of employees as well as contractors and
lays down the guidelines for identification, reporting and
prevention of sexual harassment. There is an Internal
Committee (IC) which is responsible for redressal of all
the complaints related to sexual harassment and follows
the guidelines provided in the policy.

The Company has also constituted Internal Committee
as required under the Sexual Harassment of Women at

Conservation of Energy, Technology Absorption
and Foreign Exchange Outgo

A. Conservation of Energy

Your Company continues to strengthen its energy
conservation efforts. Your Company is always
on the lookout for energy efficient measures
for operation and value conservation of energy
through usage of latest technologies for quality
of services. Your Company is making the best
possible efforts for conservation of energy, which

Workplace (Prevention, Prohibition and Redressal) Act, 2013.
For the period under review, the IC received NIL complaints.

Vigil Mechanism

The Company has adopted the whistleblower mechanism
for directors and employees to report genuine concerns
to the management viz. instances of unethical behaviors,
actual or suspected fraud or violation of the Company''s
code of conduct and ethics. The Company has also
formulated a Whistle Blower Policy ("Policy") which
provides adequate safeguards against victimization of
employees and directors.

Particulars of Employees

The Company, being a private limited Company is not
required to disclose information pursuant to Section 197 of
the Act read with Rule 5 of The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in
respect of employees of the Company.

Employee Stock Option Plan:

The ESOP scheme allows issue of options to employees
of the Company. Each option comprises one underlying
equity share. The options would be exercisable at the
exercise price given in the grant letter. In terms of Rule
12 (9) of the Companies (Share Capital and Debentures)
Rules, 2014 the following details of the Employees Stock
Option Scheme have been provided:

assures that the computers and all other equipment
purchased by the Company strictly adhere to
environmental standards, and they make optimum
utilization of energy.

Your Company has also put in place the continuous
process of identifying and replacing in a phased
manner, the machinery used like computers, air
conditioners, UPS etc., which are low in efficiency.

Details of difference between valuation
amount on one time settlement and valuation
while availing loan from banks and financial
institutions

The requirement to disclose the details of difference
between amount of the valuation done at the time of
onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with
the reasons thereof, is not applicable.

Acknowledgement and appreciation

Your Directors would like to place on record their gratitude
for the valuable guidance and support received from the
Reserve Bank of India, Ministry of Corporate Affairs, the

B. Technology Absorption

i. The efforts made towards technology absorption;

ii. The benefits derived like product improvement,
cost reduction, product development or
import substitution;

iii. In case of imported technology (imported
during the last 3 years reckoned from the
beginning of the financial year):

• The details of technology imported;

• The year of import;

• Whether the technology been
fully absorbed;

• If not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof; and ''

iv. The expenditure incurred on Research
and Development.

Given the nature of the activities of the Company,
the above would not be applicable to the Company.

C. Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual
inflows during the year: NIL

The Foreign Exchange outgo in terms of actual
outflows during the year: INR 1063.05 Mn.

Significant Material Orders passed by the
Regulators or Courts or Tribunal

During the year under review, there were no significant
and material orders passed by the Regulators/Courts/
Tribunals impacting the going concern status and the
Company''s operations in future.

Material Changes and Commitments affecting
the financial position of the Company

Subsequent to the year ended March 31, 2024, the Board
of Directors of the Company and its wholly owned
subsidiaries Meesho Grocery Private Limited (''Resultant
Company-1''), Meesho Technologies Private Limited
(''Resultant Company-2'') and Meesho Inc. (''Transferor
Company''), have approved the Composite Scheme
of Arrangement between the Company, Resultant
Company-1, Resultant Company-2, Transferor Company
and their respective shareholders and creditors
(hereinafter referred to as "the Scheme") in terms of the
provisions of Sections 230 to 232 of the Companies Act,
2013 to demerge the Grocery business and market place
business from the Company to Resultant Company-1 and
Resultant Company-2 respectively as well as transfer
the business of Transferor Company to the Company.

The Company has filed the scheme with the regulatory
authorities and is awaiting the necessary approvals.

Corporate Social Responsibility

The Company has constituted a CSR Committee in
accordance with the provisions of Section 135 of the
Act. The Board of the Company has, based on the
recommendations made by the CSR Committee,
approved the CSR policy of the Company. The Company
is committed to focusing on inclusive growth and
improving lives by contributing towards communities
around which it operates. The Company endeavors
to ensure full utilization of the allocated CSR budget.
However, as the Company did not have sufficient profits
in the preceding three financial years, therefore, no funds
were earmarked for spending on CSR activities.

Risk Management Policy and Identification of
elements of risk

Your Company has in place a mechanism to inform the
Board about the risk assessment and risk minimization
procedures and periodical review to ensure that
management controls risk through means of a properly
defined framework.

Compliance of Secretarial Standards

The Directors state that applicable Secretarial Standards,
i.e., SS-1 relating to ''Meetings of the Board'' and SS-2,
relating to ''General Meetings'', have been duly followed by
the Company during the period under review.

Disclosure on Appointment of Designated
Person

In terms of sub-rule (4) of Rule 9 of Companies
(Management and Administration) Rules, 2014, Vidit
Aatrey, Whole-time Director of the Company has been
appointed as Designated Person and shall be responsible
with respect to compliance with the provisions of the Act
relating to beneficial interest.

Details of application made or proceeding
pending under Insolvency and Bankruptcy
Code, 2016

No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year along with their status as at the end
of the financial year is not applicable.

other national, government and regulatory agencies and
to convey their appreciation to the members, customers,
bankers, lenders, vendors and all other business
associates for the continuous support given by them to
the Company. The Directors also place on record their
deep sense of appreciation for all the employees of the
Company for their commitment, commendable efforts,
teamwork and professionalism.

For and on behalf of the Board of Directors
FASHNEAR TECHNOLOGIES PRIVATE LIMITED

Vidit Aatrey Sanjeev Kumar

Whole-time Director Whole-time Director

DIN: 07248661 DIN: 07248672

Place: Bengaluru
Date: September 30, 2024