Notes to Accounts of Meesho Ltd.

Mar 31, 2025

A provision is recognised i, as a result of a past event, the Company has a present obligation that can be esui^&fed reU^ty$$iM
it is probai^e that an/outffow of economic benefits will be required to settle the obligation. Provisions are retjoaj
estima\ofme-e*q3^di>are required to settle the present obligation at the reporting date. Provisions are determi^d rfy VfsiWpMg
the expectedjgRjx&''dcish flows (representing the best estimate of the expenditure required to settle the prese^^ligalietl^^ne

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 carryforward 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 orjo-sses ayp/^s^gnized immediately in the Other Comprehensive lncome/(Loss).

The pJaj^Tfro''vides a l^fpmsum payment to eligible employees at retirement or on termination of employmentj^^rboi^^^alary
of tha respective employee and the years of employment with the Company. (l^f 7

Actua\ial gains or los/eslre recognised in other comprehensive income. Remeasurement comprising amuat^^^ff®Wr) Ssies
are noK^cl^^fied^ottje Standalone Statement of Profit and Loss in subsequent periods.

o) 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 year 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 a 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 Comoany idenfifes^rimary segments based on the dominant source, nature of risks and returns and theN^tgf^^^nization
and maSygement strurajrfe The operating segments are the segments for which separate financial inform^f^as-av^^fe and
for wnichloperating prdfit/liss amounts are evaluated regularly by the chief operating decision maker in dec^/ng how t^Wircate
resourcea^and in assessing performance, the analysis of geographical segments is based on the areas in W^fij^MPSrijting
divisinNsiofTtae Cofl’toan/operate.

s) Cash flow statement

Operating cash flows are reported using the indirect method, whereby profit / loss for the period 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 36)

• Financial risk management objectives and policies (Note 36)

• Sensitivity analysis disclosures (Notes 28 and 36)

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 33).

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 29).

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 parameterjnpst''sqbject to change is the discount rate. In determining the appropriate discount rate forojans-ogerated in
India, tb^ipagetti&jramsiders the interest rates of government bonds where remaining maturity of su^fr^^c^^f^spond
to exp«4&/tdrm of drNffM benefit obligation. The mortality rate is based on publicly available mortality t^^^Thosfevfto^lity
tablesfffna to change dfifylat interval in response to demographic changes. Future salary increases dfeWasecfln eMfetcted
future^l^flonrate^ 1

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 32.

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.

Lack of exchangeability - Amendments to lnd AS 21

The Ministry of Corporate Affairs notified amendments to lnd 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 1 April 2025. When applying the
amendments, an entity cannot restate comparative information.

The amendments are not expected to have a material impact on the 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
1 April 2024. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet
effective.

(i) lnd AS 117 Insurance Contracts

The Ministry of Corporate Affairs (MCA) notified the lnd AS 117, Insurance Contracts, vide notification dated 12 August
2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual
reporting periods beginning on or after 1 April 2024.

lnd AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition
and measurement, presentation and disclosure, lnd AS 117 replaces lnd AS 104 Insurance Contracts, lnd AS 117 applies to
all types of insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees and
financial instruments with discretionary participation features; a few scope exceptions will apply, lnd AS 117 is based on a
general model, supplemented by:

• A specific adaptation for contracts with direct participation features (the variable fee approach)

• A simplified approach (the premium allocation approach) mainly for short-duration contracts

The application of lnd AS 117 does not have material impact on the Company''s Standalone Financial Statements as the
Company has not entered any contracts in the nature of insurance contracts covered under lnd AS 117.

(ii) Amendments to lnd AS 116 Leases - Lease Liability in a Sale and Leaseback

The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend lnd AS
116, Leases, with respect to Lease Liability in a Sale and Leaseback.

The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and
leasebapk^P^^H, to ensure the seller-lessee does not recognise any amount of the gain or loss that rejafgSrfajTe right
of usa/^^ertTTs^''^^k

The B^/ndment is eTO?fi\e for annual reporting periods beginning on or after 1 April 2024 and must be c(ppij^d retrasp^fiftwsly
to s^e gnd leasebacytrapsactions entered into after the date of initial application of lnd AS 116. JJ

The aS^en^maats-do^ipt have a material impact on the Standalone Financial Statements. ----

4) Terms/rights attached to equity shares cancelled on account of merger and equity shares ponding issuance on account of Amalgamation

As on 1 April 2023, 31 March 2024 and 31 March 2025, the Company had only one class of equity share, having a par value of Re 1 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 38, 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 Re. 1 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 existing preference shareholders of Meesho Inc., the Erstwhile Holding Company are 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 shall be entitled to one vote per fully paid up share held by such shareholder on an as if converted basis and consequentially voting shall always be in accordance with
the applicable laws.

Each CCPS shall be 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 shall 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 shall 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 shall 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.

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 32 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 of the Company issued to
employees of the Company and its subsidiaries (refer note 32).

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 38)

(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 of Rs. 2,884.45 million which arose on account of merger of Meesho Inc. has been transferred to
Amalgamation adjustment deficit reserve.

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(i) The GST disputes relates to demands towards applicability of TCS on the value of supplies made by the reseller. In case of TCS dispute the Company is contesting this demand and based on
expert advise believes that its position will likely be upheld in the appellate process and accordingly, no provision has been accrued in these standalone financial statements for the demand raised.
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.

(ii) The Company has an ongoing dispute with Workshala, landowner of the erstwhile office premises amounting to Rs. 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 31 March 2025, the commercial courts have set aside the
arbitral award. The Company has appealed against the aforementioned judgement of commercial courts, before the Honorable 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 addendum ("PPA") dated 25 February 2022 with Amazon Web Services India Private Limited ("AWS”) for a period of two years, from 1 March
2022 to 29 February 2024. The PPA contained certain stipulations on spend commitment by the Company in consideration for obtaining the services available on the AWS platform. However, the
Company faced stability and scalability issues with various services and despite bringing this to AWS''s attention, AWS was unable to provide adequate support to resolve the issues and was unable
to diagnose the underlying cause or provide a solution in relation to these services. Hence. AWS''s failure to provide adequate support impacted Company s business operations and were forced to
migrate workloads to other service providers. This forced migration of services resulted in the Company incurring additional costs in addition to the damages suffered by it due to deficiencies in
services. As such, AWS is in breach of its obligations under the contract and the Company is not liable to pay the commitment invoice to AWS.

Therefore, the Company has denied and disputed the invoice raised by AWS since it had faced multiple issue in relation to the services offered by AWS.

During the year ended 31 March 2025, AWS filed its Statement of Claim with the Arbitration Tribunal, seeking an amount of Rs. 1,165.01 million (USD 13.63 million). In response, the Company
submitted its Statement of Defence and Counterclaim on 31 January 2025, seeking relief from AWS’s claims and lodging a counterclaim for Rs. 864.91 million along with interest, based on the
aforementioned grounds.

Based on legal advice, the Company believes it has strong grounds in this dispute and expects that the outcome of the proceedings will not have a material adverse impact on its financial position or
results of operations. Accordingly, the disputed amount of Rs. 1,165.01 million has not been provided for in the standalone financial statements.

(iv) During the year ended 31 March 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 Rs. 5,720.69 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.
Subsequent to 31 March 2025, the Company filed a rectification request against the assessment order and has also filed a writ petition before the Honorable High Court of Karnataka. In the court
hearing held on 25 April 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 financial statements.

(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 31 March 2025 is Rs. 84.17 million (31 March 2024. Nil).

(ii) Refer note 33 with regards to lease commitments.

(iii) The Company has significant commitments under Cloud and Technologies services related contracts amounting to as at 31 March 2025 is Rs. 6,101.01 million
(USD 71.34 million) [31 March 2024: Rs.12,549.30 million (USD 146.73 million)].

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 is
approved by its board and is 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 31 March 2024, the board of directors of the Meesho Inc, erstwhile Holding Company, passed a resolution dated 30 March 2024, pursuant to which the unvested options
(i.e. stock options vesting beyond 30 March 2025) issued under the plans were replaced with options under FTPL ESOP 2024 Plan being the share based payment plan of the Company.
Consequent to such replacement the following events occurred:

I. Replacement of unvested options i.e. stock options vesting beyond 30 March 2025 : The unvested stock options (i.e. stock options vesting beyond 30 March 2025) of the eligible employees
including founders granted under the 2016 Stock Incentive Plan have been replaced with stock options under the FTPL ESOP 2024 Plan with the same underlying vesting and performance
conditions as granted in (he 2016 Stock Incentive Plan. The conversion ratio for (he replacement is 1:1.2266 options.

II Cancellation and settlement of vested options: Meesho Inc, erstwhile Holding Company has cancelled 368,195 vested options of the eligible employees in exchange fcr payment of
consideration in cash as per the stock option cancellation agreement. The aforesaid cancellation is a one off event and the plan continues to be equity settled and hence there is no modincation of
the underlying ESOP plan. The amount to be paid to the eligible employees of Rs 1,716.24 million have been reduced from the Share based payment reserve to the extent of Rs. 318.18 million
and from retained earnings to the extent of Rs. 1,398.06 million during the year ended 31 March 2024.

Further subsequent to the year ended 31 March 2025, 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 27 May 2025 (refer note 38), on account of which the Meesho Inc. 2016 Stock Incentive P an is
discontinued and options fully vested is replaced with stock options under the FTPL ESOP 2024 Plan 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 FTPL ESOP 2024 Plan 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 31 March 2025 and 31 March 2024. 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 31 March 2024 performance grants, the conditions have been achieved and hence the entire tranche has been vested fully. With ^respdct to year ended
31 March 25 performance grants, the management is of the view that the year ended 31 March 2025 grant performance conditions are likely to be achieved and accordingly, ESOP cost is
accounted from the date of grant i.e. 28 November 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 28 November 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.

^b> The CompanyTas issued various option plan under the FTPL ESOP 2024 Plan 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 31 March 2025, 2,724,534 unvested stock options held by the Founders of the Company have been accelerated and fully vested as on 31 March
2025 resulting in an accelerated charge of Rs. 620.55 million and incremental expense upon modification of share based plan of Rs, 4,824.80 million. Further, the aforesaid options along with the
already vested stock options held by the Founders have been fully exercised on 31 March 2025. The resulting perquisite tax payable of Rs. 7,338.16 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.

Subsequent to the year ended 31 March 2025, pursuant to the approval of the Board of Directors dated 31 May 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 year ended 31 March 2025 and 31 March 2024. 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.

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.

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 oHhe Compands risk manag^mem framework^ ^ ^ _{contro|s and t0 monitor ri}sks and

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 ,n
relation to the risks faced by the Company.

¹

balances of the Company.

^b) :i2r:“present the outstanding amounts due to the Company from transactions facilitated through its platform. These receivables arise primarily from the following

^Amounts Recoverable from Logistics Partners: These pertain to cash collected by logistics partners from end consumers upon deliver, (Cash on Deliven, transactions) and pending

Recoverable from Payment Gateways: These include collections made through vanous digital payment modes-such as credit cards, debit cards, UP,, wallets, and ne,
banking—that are yet to be settled by payment gateway service providers.

credit limits is regularly monitored by the operating management to ensure adherence and mitigate exposure to credit nsk.

/This sDace has been intentionally left blank)

jjj. Market risk . .

---^--

a. Interest rate risk

interest rate risk is the risk that the fair vaiue or future cash flows of a hnancia, instrument will ftuc.ua.e because of changes in market interest rates. The Compahy''s investments are
predominantly held in mutual funds, bonds and bank deposits.

investment in hank deposits and bonds are measured a. amortised cost and are fixed interest rate bearing instruments and hence no. subject to interest rate volatility,
fund investments are in debt funds, the price risk is effectively the interest rate risk.

that are not hedged by a derivative instrument or otherwise are as follows:

38 Business Combination

During the year ended 31 March 2025, the Board of Directors of^,heI,"*_w™^H₀Td^ Composite Scheme

Meesho Technologies Private Limited (''MTPL'' or''Resultant Company-2 > ^a"^{d M}*J* ''^"a^holders and creditors (hereinafter referred to as "the Scheme") in accordance with
S CWSSU Ben_ga,uru Bench on 25 April 202, for:

_{a) transfer} of Grocery business of the Company to MGPL and conseguen, consideration payout by MGPL through issuance of shares o, MGPL to the Transferor Company as of the

—-«- *—« “ °^f °^{f mtpl ,o ,he} ”^{company as}

the Record Date fixed by the Board of Directors of MTPL ancI the Company consequent consideration payout by the Company through issue of equity

UZS2S5Z& i—srsssr»«»»•-»~»«»-“

»====—

» - ,» .1 «— O » ... .3 ». » —• » ... — “ “ “¦ “ —'' “ “ ⁰¹ “

Company by virtue of a common control business combination -
‘Meesho Payments Private Limited, India,

•Fashnear Shenzhen Trading Co. Ltd, China (liquidated on 09 May 2024

•PT Fashnear Technology Indonesia, Indonesia (under liquidation w.ef.1^{5 Ma}V 2024),

•Popshop Commerce Private Limited, India (under liquidation w.e.f. 25 April 2022)

The above subsidiaries are collectively referred to as "Other subsidiaries .

The amalgamation has been accounted in accordance with “pooling of interest method'''' as laid_aThe Company harretrospectively accounted for merger of Meesho Inc.,

SS=S^sSS2£Ss-----~

The aforementioned transfer of Grocer and MarKetplace business will have no impact on the standalone financial statements of the Company.

41 As per the amended Rule 3 and H(_B) c, the Company (Accounts, Rules 2014 (the,Accounts r_u es y „use* for Maintaining its books of account should

other relevant books and papers which are maintained in electronic mode on serve s phy J ¹ ‘ ^ _{k f account aiong with} ,_he date when such changes were made

d^b^dTr^o^
maintained in electronic mode

.....—

42 Certain amounts (currency value or percentages) shown in the various tables and paragraphs included in these standalone financial statements
deemed appropriate by the management of the Company

43 Absolute amount less than Rs 5.000 are appearing as "0 00" in standalone financial statements due to Plantation in million.

The accompanying notes form an integral part of the standalone financial statements

As per our report of even date attached

„ « • . i i o For and on behalf of Board of Directors of ..

For S. R. Batliboi & Associates LLP _known ^ _{private Limited(Fast}W Technologies Private L.mited)

Chartered Accountants ^,Â¥l Ar

ICAI Firm''s Registration Number: 101049W/E300004

______Sarljeev^K^mar ^

per RajeevKTnr \ _Dire''_clor

^Partner \ 1 niN 07248661 1 07248672

Membership num\a" 213803

wCm-

// CU / \£M\ Dhiresh Bansfil \ V / /

m I Ronnaluru I ^ \ Co/pany Secretary

I LLU bengdiu Ic/Jll Chief Financial Officer V ^ J _A/1,_fi/,_Q

____^ yy ^^^^/tvlembership number A41649

Place Bengaluru

Place: Bengaluru ---^ ^M

_ . _orvJe Date 27 June 2025

Date 27 June 2025

---

Mar 31, 2024

l) 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 entity 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

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 entity. 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 assets.

Provisions, contingent liabilities and
contingent assets are reviewed at each
Balance Sheet date.

m) 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 balance
sheet date having maturity periods
approximating the term of the related
obligation. Actuarial gains or losses are
recognized immediately in the Statement
of 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 Statement of Profit and Loss
in subsequent periods.

n) Employee Stock-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 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 Statement of Profit and Loss with a
corresponding increase in the Deemed
capital contribution, 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 deemed contribution, 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
year has expired and the Company''s
best estimate of the number of equity
instruments that will ultimately vest. The
statement of profit and loss expense or
credit for a 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 of
the Holding company, measured at the
cancellation date. Any such excess from
the fair value of equity instrument shall be
recognised as an expense.

o) Cash and cash equivalents

Cash and cash equivalent in the 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 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.

p) 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.

q) Segment Reporting

Operating segments are identified as those
components of the Company (a) that engage
in business activities to earn revenues and
incur expenses (including transactions with
any of the Company''s other components (b)
whose operating results are regularly reviewed
by the Company''s Chief Executive Officer to
make decisions about resource allocation and
performance assessment and (c) for which
discrete financial information is available.
The accounting policies consistently used in
the preparation of the standalone financial
statements are also applied to record revenue
and expenditure in individual segments.

These activities of the Company are reviewed
regularly by the chief operating decision maker
from an overall business perspective, rather than
reviewing its products/services as individual
standalone components and therefore subject
to the same risk and reward and accordingly
falls within single business segment.

r) Cash flow statement

Cash flows are reported using the indirect
method, whereby profit / loss for the period 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.

s) 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 35)

• Financial risk management objectives
and policies (Note 35)

• Sensitivity analysis disclosures
(Notes 27 and 35)

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 its ability to exercise or not to
exercise the option to renew or terminate.
In calculating the present value of lease
payments, the Company uses internal
rate of return for the assets which were
earlier classified under finance lease
and incremental borrowing rate (IBR)

for Right of use assets at the lease
commencement date.

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.

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.

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.

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 31.

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."

t) New and amended standards

The Ministry of Corporate Affairs has
notified Companies (Indian Accounting
Standards) Amendment Rules, 2023 dated
March 31, 2023 to amend the following
Ind AS which are effective for annual
periods beginning on or after 1 April 2023.
The Company applied for the first-time
these amendments.

Disclosure of Accounting Policies -
Amendments to Ind AS 1

The amendments aim to help entities
provide accounting policy disclosures
that are more useful by replacing the
requirement for entities to disclose their
''significant'' accounting policies with a
requirement to disclose their ''material''
accounting policies and adding guidance
on how entities apply the concept of
materiality in making decisions about
accounting policy disclosures.

The amendments have had an impact
on the Company''s disclosures of
accounting policies, but not on the
measurement, recognition or presentation
of any items in the Company''s standalone
financial statements.

(b) As per section 135 of the Companies Act 2013, a company having net worth of rupees five hundred crore or more
or turnover of rupees one thousand crore or more or net profit of rupees five crore or more during immediately
preceding financial year ("threshold"), needs to spend at least 2% of its average net profit for the immediately
preceding three financial years on corporate social responsibility (CSR) activities. The Company has incurred
losses and hence the requirement to spend on CSR as per the said section is not applicable to the Company.

26 Earnings/(loss) Per Share (EPS)

Basic EPS amounts are calculated by dividing the profit 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 profit 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.

27 Employee Benefit Plans

(a) Defined contribution plan

The Company makes provident fund contributions which are defined contribution plans for qualifying employees.
Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund
the benefits. The Company has recognised INR 75.29 Millions (March 31, 2023: INR 96.53 Millions) for Provident Fund
contributions in the statement of profit and loss. The contributions payable to these schemes by the Company are
at rates specified in the rules of the schemes.

(b) Defined benefit plan - Gratuity

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of
service gets a gratuity on departure at 15 days basic salary (last drawn salary) for each completed year of service.
The scheme is not externally funded. The following tables summarize the components of net benefit expense
recognized in the Statement of Profit and Loss and the funded status and amounts recognized in the Balance
Sheet for the plan.

i) The GST demand relates to applicability of TCS on the value of supplies made by reseller. The Company is
contesting this demand and the management, based on expert advise, believes that its position will be likely be
upheld in the appellate process and accordingly no provision has been accrued in these standalone financial
statements for the demand raised. 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.

ii) The Company has an ongoing dispute with Workshala, erstwhile landowner amounting to INR 72 million. The
Arbitrator ruled out the petition by Workshala over technical grounds. Subsequently, Workshala has put a
petition before the commercial court seeking for the arbitral award to be set aside. The commercial courts
have subsequently set aside the arbitral award. The Company is in the process of appealing against the
aforesaid judgement of commercial courts with the higher court. 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 addendum ("PPA") dated 25 February 2022 with Amazon Web
Services India Private Limited ("AWS") for a period of two years, from 1 March 2022 to 29 February 2024. The
PPA contained certain stipulations on spend commitment by the Company in consideration for obtaining
the services available on the AWS platform. However, the Company faced stability and scalability issues with
various services and despite bringing this to AWS''s attention, AWS was unable to provide adequate support
to resolve the issues and was unable to diagnose the underlying cause or provide a solution in relation to
these services. Hence, AWS''s failure to provide adequate support impacted Company business operations
and forced to migrate workloads to other service providers. This forced migration of services resulted in the
Company incurring additional costs in addition to the damages suffered by it due to deficiencies in services.
As such, AWS is in breach of its obligations under the contract and the Company is not liable to pay the
commitment invoice to AWS.

Therefore, the Company has denied and disputed the invoice raised by AWS since it had faced multiple issue
in relation to the services offered by AWS. The Company, basis legal opinion, is of the view that it has strong
merits with respect to the aforesaid dispute and 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. Accordingly, the
disputed amount of INR 107.17 million is included under contingent liability.

(iv) 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, 2024 is Nil (March 31, 2023: Nil)

(ii) Refer note 32 with regards to lease commitments

31 Employee Share Based Payment

Meesho Inc., the Holding Company has issued various option plan under the Meesho Inc. 2016 Stock Incentive Plan to
eligible employees of the Group. The Plan is approved by its board and is only available to eligible employees subject
to compliance with vesting conditions as applicable for respective plan. In accordance with Ind AS 102 - Share based
payments, the necessary disclosures have been made for the year ended March 31, 2024 and March 31, 2023. 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

32 Leases

The Company has lease contract for office space used in its operation. Leases are for a period 9 years, however
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 INR 114.09 Millions (March 31, 2023: INR 115.38 Millions) for the year
ended March 31, 2024. 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.

33 Segment Reporting

The Company''s operations predominately relate to "providing an application based marketplace that connects
a) suppliers and end consumers or b) supplier and resellers, enabling resellers to sell products to their buyers". The
Company does not distinguish revenues, costs and expenses between segments in its internal reporting, and reports
costs and expenses by nature as a whole. The chief operating decision maker reviews the financial results when
making decisions about allocating resources and assessing performance of the Company as a whole and hence, the
Company has only one reportable segment. The Company operates and manages its business as a single segment.
As the Company''s long-lived assets are all located in India and almost all of the Company''s revenues are derived from
one geographical segment, hence no geographical information is presented. Since the Company has a single business
segment and a single geographical segment, no additional disclosures pertaining to the operating segments as per
Ind AS 108 have been presented.

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, bank balance, loan, other
financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term
maturities of these instruments.

The fair value of remaining financial instruments 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.

35 Financial Instruments (Contd..)

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 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices)

Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs)
The following table presents fair value hierarchy of assets and liabilities measured at fair value as on March 31, 2024 :

C Financial risk management

The Company has exposure to the Credit risk, Liquidity risk and Market 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 Marketplace receivables, Investment, cash and cash equivalents, bank balances
and other financial assets of the Company.

a) 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) Sales to End Customers: Amounts due from end customers who purchase products through
the marketplace.

ii) Vendor Transactions: Amounts due from vendors or suppliers for services provided by the
marketplace, such as listing fees, advertising fees, and other service charges.

b) Cash and cash equivalent, Investment and bank Balance

Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with
banks and financial institutions with high credit ratings assigned by domestic credit rating agencies.

Geographic concentration of credit risk

The maximum exposure to credit risk for trade receivables is by single geographic region i.e., India.

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.

35 Financial Instruments (Contd..)

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 the Company''s financial instruments
will fluctuate because of changes in market interest rates. The Company''s does not have any variable
interest rate instruments, hence is not exposed to the risk of changes in market interest rate.

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 INR are as follows. The foreign exchange loss is recognised in the Statement
of Profit and Loss.

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, 2024 and March
31, 2023 that are not hedged by a derivative instrument or otherwise are as follows:
(Note: The impact is indicated on the loss before tax basis. This analysis assumes that all other variables,
in particular interest rates, remain constant).

c. Price risk

The Company invests surplus funds in liquid mutual funds. The Company is exposed to market price risk
arising from uncertainties about future values of the investment. The Company manages the equity price
risk through investing surplus funds in liquid mutual funds on a short term basis.

iv. Capital Management

For the purpose of the Company''s capital management, capital includes issued equity capital, and all other
equity reserves attributable to the equity shareholders. The primary objective of the Company''s capital
management is to ensure that it maintains a strong credit rating and capital ratios in order to support its
business and maximise shareholder value. The Company is financed by equity and carries cash and cash
equivalents to meet its financial obligations. The Company does not have any borrowings.

Note:

(a) Inventory turnover ratio, trade receivable ratio, debt equity ratio and debt service coverage ratio has not been
disclosed as the Company does not have inventory, trade receivables or borrowings.

37 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 suppliers and vendors for its market place business. The Company, on
test check basis has verified the transactions with the suppliers and vendors and noted no transactions with
struck off companies.

(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 share 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 is not classified as wilful defaulter.

(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.

38 Subsequent Events:

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.

39 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 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 and with respect to two applications
backup has not been maintained on a daily basis but on a regular basis. Further, the Company has majorly used
accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility
and the same have operated throughout the year for all relevant transactions recorded in the aforesaid softwares,
except that incase of three applications audit trail feature is not enabled and in respect of one application, audit trail
feature is not enabled for direct changes to data when using certain access rights. The management is in the process
of taking steps to ensure that the books of account are maintained as required under the applicable statute.

40 The figures of previous year were audited by a firm of Chartered Accountants other than S. R. Batliboi & Associates LLP.
As per our report of even date attached

For S R Batliboi & Associates LLP For and on behalf of Board of Directors of

Chartered Accountants Fashnear Technologies Private Limited

ICAI Firm''s Registration CIN : U74900KA2015PTC082263

Number: 101049W/E300004

per Rajeev Kumar Vidit Aatrey Sanjeev Kumar Dhiresh Bansal

Partner Director Director Chief Financial Officer

Membership number: 213803 DIN: 7248661 DIN: 7248672

Place: Bengaluru, India Place: Bengaluru, India

Date: September 30, 2024 Date: September 30, 2024