We have audited the accompanying standalone financial statements of Meesho Limited (formerly known as MeeshoPrivate Limited and Fashnear Technologies Private Limited) (“the Company”), which comprise the StandaloneBalance sheet as at 31 March 2025, the Standalone Statement of Profit and Loss, including the Standalone statementof Other Comprehensive (loss)/income, the Standalone Cash Flow Statement and the Standalone Statement ofChanges in Equity for the year then ended, and notes to the standalone financial statements, including a summary ofmaterial accounting policies and other explanatory information (hereinafter referred to as “the standalone financialstatements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalonefinancial statements give the information required by the Companies Act, 2013, as amended (“the Act") in the mannerso required and give a true and fair view in conformity with the accounting principles generally accepted in India, ofthe state of affairs of the Company as at 31 March, 2025, its loss, including other comprehensive (loss)/ income, itscash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs),as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the'Auditor’s Responsibilities for the Audit of the Standalone Financial Statements’ section of our report. We areindependent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountantsof India together with the ethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Other Information
The Company’s Board of Directors is responsible for the other information. The other information comprises theinformation included in the Director's Report, but does not include the standalone financial statements and ourauditor’s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express anyform of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other informationand, in doing so, consider whether such other information is materially inconsistent with the standalone financialstatements or our knowledge obtained in the audit or otherwise appears to be materially misstated. The Director’sReport is not made available to us as at the date of this auditor's report. We have nothing to report in this regard.
Responsibility of Management for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to thepreparation of these standalone financial statements that give a true and fair view of the standalone financial position,standalone financial performance including other comprehensive income, standalone cash flows and standalonechanges in equity of the Company in accordance with the accounting principles generally accepted in India, includingthe Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and the design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to cease operations, or has norealistic alternative but to do so.
Those Charged with Governance are also responsible for overseeing the Company’s financial reporting process.Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole arefree from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes ouropinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud orerror and are considered material if, individually or in the aggregate, they could reasonably be expected to influencethe economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing ouropinion on whether the Company has adequate internal financial controls with reference to standalone financialstatements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based onthe audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company’s ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in thestandalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusionsare based on the audit evidence obtained up to the date of our auditor’s report. However, future events orconditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including thedisclosures, and whether the standalone financial statements represent the underlying transactions and eventsin a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timingof the audit and significant audit findings, including any significant deficiencies in internal control that we identify duringour audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence, and where applicable, related safeguards.
Other Matter
Note 38 to the standalone financial statements describes in more detail the accounting for business combinationarising from Composite Scheme of Arrangement (“the Scheme”) between the Company and Meesho Inc. (“theErstwhile Holding Company”), in accordance with the provisions of Sections 230 to 232 of the Companies Act, 2013.The Scheme was approved by the Bengaluru Bench of National Company Law Tribunal on 27 May 2025 and requisitefilings have been made with the Registrar of Companies and the relevant statutory authorities in USA on 15 June 2025and 20 June 2025 respectively. As explained in the said note, the comparative financial information as at and for theyear ended 31 March 2024 have been restated from the previously issued financial statements of the Company.
Our opinion above on the standalone financial statements, and our report on Other Legal and RegulatoryRequirements below, is not modified in respect of the above matter with respect to the financial statements.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Governmentof India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on thematters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books except in respect of one application, the back-up of books ofaccounts and other books and papers maintained in electronic mode was not kept in server physically locatedin India on a daily basis, and in respect of three applications, the Company does not have servers physicallylocated in India for the daily backup of the books of account and other books and papers maintained inelectronic mode as disclosed in Note 41 to the standalone financial statements and the matters stated in theparagraph (i) (vi) below on reporting under Rule 11(g);
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including the Statement ofOther Comprehensive (loss)/ income, the Standalone Cash Flow Statement and Standalone Statement ofChanges in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on 31 March 2025 taken on recordby the Board of Directors, none of the directors are disqualified as on 31 March 2025 from being appointedas a director in terms of Section 164 (2) of the Act;
(f) The modification relating to the maintenance of accounts and other matters connected therewith are as statedin the paragraph (b) above on reporting under Section 143(3)(b) and paragraph below (i) (vi) on reportingunder Rule 11 (g);
(g) With respect to the adequacy of the internal financial controls with reference to these standalone financialstatements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” tothis report;
(h) The provisions of section 197 read with Schedule V of the Act are not applicable to the Company for the yearended 31 March 2025;
(i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information
and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalonefinancial statements - Refer Note 29 to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there wereany material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and ProtectionFund by the Company.
iv. a) The management has represented that, to the best of its knowledge and belief that, no funds havebeen advanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the Company to or in any other persons or entities, including foreign entities(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that theIntermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management has represented that, to the best of its knowledge and belief that, no funds havebeen received by the Company from any persons or entities, including foreign entities (“FundingParties”), with the understanding, whether recorded in writing or otherwise, that the Company shall,whether, directly or indirectly, lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures performed that have been considered reasonable and appropriatein the circumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (a) and (b) contain any material misstatement.
v. No dividend has been declared or paid during the year by the Company.
vi. Based on our examination which included test checks, and as explained in Note 41 to the standalonefinancial statements, the Company has used certain accounting software applications for maintainingits books of accounts, database for employees, customer and order details which have features ofrecording audit trail (edit log) facility and the same have operated throughout the year for all relevanttransactions recorded except:
(a) in case of two accounting software applications, audit trail was not enabled throughout the year forall relevant transactions recorded in the applications. Accordingly, we are unable to comment uponwhether during the year, any instances of audit trail feature were being tampered with in respectof these accounting software applications. Additionally, we are unable to comment whether theaudit trail has been preserved by the Company as per the statutory requirements for recordretention;
(b) in case of two accounting software applications, audit trail feature is not enabled for direct changesto data when using certain access rights. Further, during the course of our audit in respect of theseaccounting software applications where the audit trail has been enabled, we did not come acrossany instance of audit trail feature being tampered with. Additionally, for these applications, the audittrail of prior year has been preserved by the Company as per the statutory requirements for recordretention to the extent it was enabled and recorded in the respective years.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
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per Rajeev l^imar U J™jj
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Place: Bengaluru
Date: June 27, 2025