Shareholder letter
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(Formerly known as “Meesho Private Limited” and “Fashnear Technologies Private Limited”) CIN: U74900KA2015PLC082263 Registered Office: 3rd Floor, Wing-E, Helios Business Park, Kadubeesanahalli Village, Varthur Hobli, Outer Ring Road, Bengaluru, Karnataka 560103 T: +91 9108021923 | E: cs@meesho.com | W: www.meesho.com MEESHO LIMITED January 30, 2026 To, To, Listing Department Department of Corporate Services National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai - 400 051 Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 Symbol: MEESHO Scrip Code: 544632 Dear Sir / Madam, Subject: Shareholders’ Letter dated January 30, 2026. Ref.: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”) Pursuant to Regulation 30 of SEBI Listing Regulations , please find enclosed the Shareholders’ Letter for Q 3 2025-26 dated January 30, 2026. This information will also be made available on the Company’s website at: www.meesho.com You are requested to take the above information on record. Thanking you, For Meesho Limited (Formerly known as Meesho Private Limited and Fashnear Technologies Private Limited) Rahul Bhardwaj Company Secretary and Compliance Officer Membership No.: A41649 Encl.: As above
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1 Disclaimer This shareholder letter (“Letter”) has been prepared by Meesho Limited (the “Company”) solely for informational purposes of general public. This Letter does not constitute or form part of and should not be construed as a prospectus, offering circular or offering memorandum, or an offer to sell or issue or invitation or solicitation to subscribe to or purchase any securities of the Company or any of its subsidiaries or affiliates in any jurisdiction or as an inducement to enter into investment activity. No part of this document, nor the fact of its distribution, shall form the basis of or be relied upon in connection with, any contract or binding commitment or investment decision whatsoever. Any offering of securities of the Company will be made only by means of a statutory offering document containing detailed information about the Company and its securities. This document is not financial, legal, tax or other product advice. This Letter has been prepared by the Company based on information and data which the Company considers reliable. However, the Company makes no representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness, fairness, reasonableness or correctness of the information or the opinions contained in this Letter. No reliance should be placed on its contents by members of the public or an investor or shareholder. This Letter may not be all-inclusive and may not contain all information that a prospective investor may consider material. None of the Company or any of its affiliates, advisors or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this Letter or its contents or otherwise arising in connection with the Letter. The Company may alter, modify or otherwise change in any manner the contents of this Letter, without obligation to notify any person of such revision or changes. By accessing this Letter, you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the business of the Company. This Letter has not been and will not be reviewed or approved by a regulatory authority in India or by any stock exchange in India. This document and its contents should not be forwarded, delivered or transmitted in any manner to any other person other than its intended recipient and should not be reproduced in any manner whatsoever. Forward-looking Statements This Letter contains certain "forward-looking statements" within the meaning of applicable securities laws and regulations. These forward-looking statements can be identified by the use of words such as “aim”, “may,” “will,” “seek to”, “should,” ”goal”, “expect,” “anticipate,” “project,” “estimate,” “intend,” “should”, “ will continue”, “will pursue”, “likely to”, “objective”, “predicts”, “plans” or “believe” or other words or phrases of similar import. These statements include, but are not limited to, those relating to the Company’s business strategy, growth prospects, future financial performance and market opportunities. Actual results may differ materially from such expectations, projections etc., whether directly or indirectly, expressed or implied. These forward-looking statements are based on various assumptions, expectations and other factors which are not limited to, known and unknown risks and uncertainties, including, regulatory changes pertaining to the industry in which our Company has businesses and our ability to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and political conditions in India and globally which have an impact on our business activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally, incidence of any natural calamities and/or acts of violence, changes in laws, regulations and taxes and changes in competition in our industry. These factors may affect our ability to successfully implement our business strategy. The Company cannot, therefore, guarantee that the ‘forward-looking’ statements made herein shall be realized. The Company, may alter, amend, modify or make necessary corrective changes in any manner to any such forward-looking statement contained herein or make written or oral forward-looking statements as may be required from time to time on the basis of subsequent developments and events.
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2 Dear Shareholders, In 2015, Sanjeev and I watched India's e-commerce platforms compete to serve primarily affluent consumers through branded products. Meanwhile, 85% of India's retail was served by local manufacturers and MSME sellers who were excluded by both platform economics and complexity. And so were their consumers. We asked a question that seemed naive: what if we could build a platform not for the top 50 million Indians, but one that truly Democratised Internet Commerce for Everyone? That question became our mission, and that mission became Meesho. Ten years later, we now serve 251 million consumers and enable business growth for 846k sellers annually. Many are first-time e-commerce users. We have made participation in e-commerce affordable and accessible for consumers and sellers who couldn't meet traditional e-commerce requirements. As I write our first shareholder letter as a public company, I'm humbled by how far we've come and energised by how much remains. To everyone who made this possible; our sellers who bet their businesses on us, our consumers who have trusted us, our employees who built Meesho through cycles of uncertainty, our investors who have backed us, and now our public shareholders who have entrusted us with capital - Thank you. This is not a milestone we take lightly. Becoming a public company expands our accountability and how we demonstrate it. Every quarter, we will explain what happened and why. We will share our frameworks, our reasoning, our mistakes. If you understand how we think, you can evaluate whether we are thinking correctly and hold us accountable when we are not. But being public does not change what we optimise for. We will not sacrifice platform health for quarterly optics. We will not pretend that accounting profits are the same as cash generation. The same discipline that brought us here will guide us going forward. Our Mission and Why It Governs Every Decision Meesho exists to Democratise Internet Commerce for India. This is not a tagline; it's the barometer for every decision we make. Internet commerce cannot be democratised if prices remain high or adoption barriers prevent participation. We make e-commerce both affordable and accessible to all Indians: We have built the lowest cost channel for sellers to reach customers by reimagining e-commerce. We fundamentally reduce logistics costs, automate seller operations and encourage competitive pricing on the platform through business model and technology innovations. Our scale of order volume adds advantage through better terms of trade with our vendors and operating leverage in fixed costs. We meet users where they are. We started Meesho as a WhatsApp-based platform, enabling commerce through an interface millions of users already understood. This significantly lowered friction for first-time e-commerce users and enabled adoption beyond digitally native urban consumers. We continue to innovate on this axis. Our app performs equally well on low-end smartphones and in low-bandwidth environments. We enable participation through recommendation-led shopping that reduces reliance on search skills, supported by easy cataloguing, multi-lingual interfaces, and image and vernacular voice experience. Every decision at Meesho gets tested against one question: Does this make internet commerce affordable and accessible to a billion Indian consumers and millions of businesses? If the answer is no, we don't pursue it, regardless of near-term financial optics.
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3 Flywheel First Our philosophy is to build healthy platforms with self-reinforcing flywheel effects, and profitability follows. Optimizing short-term profitability at the expense of destabilising our flywheels could create a fragile business that struggles to sustain results. We evaluate our flywheels through three lenses: ■ Commerce Flywheel – Is our consumer base increasing? Are consumers returning to our app more frequently? Are sellers growing their businesses? Are their economics sustainable? Can they invest in selection and quality because they trust the platform? ■ Logistics Flywheel – Is delivery density improving? Are logistics partners growing? Are we building structural cost advantages? ■ Content Commerce Flywheel – Is our creator base increasing? Are creators growing their earnings? Are they creating content more frequently? When these elements are healthy, profitable growth is an output. When they are unhealthy, any profits are borrowed from the future. This is fundamentally different from businesses that grow by adding more of the same through capex. A platform that is twice the size in terms of consumers and sellers; interactions and transactions does not merely have twice the efficiency; it develops structural cost and network effects that are difficult to replicate. Platform businesses exhibit increasing returns to scale, which is why we prioritise growth today: to build compounding advantages that translate into durable profitability. Thinking Long-Term When we started, we looked beyond what existing e-commerce players were serving. We experimented and learned our way to where we are. But we are still early in our mission. We are solving problems no platform has solved before. So, we codified long-term thinking into our operating structure. Not just as a Meesho Mantra, but as how we actually allocate resources and make decisions. We organise our resources and capital across the company into two horizons. Horizon 1 (Scale): Initiatives or businesses with proven economics and demonstrated payback. H1 comprises our proven bets, where teams focus on scaling further. Impact from investing more resources or capital in these initiatives is expected to accrue within a year.
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4 Horizon 2 (Experiment): Experiments with unproven traction and economics, expected to drive long-term impact. The objective is learning, not scale initially. We define learning objectives upfront and test through controlled experimentation to establish product-market fit and economic viability before scaling. Teams run small-scale H2 experiments on questions that push the current boundaries: Can we reach users and sellers who do not have access to affordable credit? Can agentic commerce create value? Can a voice-guide that performs reliably in low-end devices help non-tech savvy users onboard faster? Our logistics platform started as an H2 experiment with a question: Can the future of e-commerce logistics lie in orchestrating thousands of local entrepreneurs who know their streets better than any centralised infrastructure could? Our creator marketplace began the same way: Can creators drive discovery and conversion better than traditional browsing? Both graduated to H1 after proving economics and demonstrating we could scale them. How we deploy capital? Capital is deployed for H1 initiatives only when investments clear long-term Free Cash Flow return thresholds. If returns deteriorate, investment is reduced or withdrawn, regardless of the near-term topline impact. We cap total H2 spending annually as a learning budget and define explicit learning goals upfront. We dedicate a portion of our team’s bandwidth to Horizon 2 initiatives which are reviewed periodically. This framework ensures we are systematically discovering future opportunities while maintaining spending discipline on unproven bets. How We Measure Progress Our north star is Free Cash Flow per share. It captures what accounting metrics often miss: working capital discipline, capital intensity, and the actual cash generated after reinvestment. Our negative working capital cycle and asset-light model create structural cash flow advantages and avoid capital intensity that has historically destroyed returns in consumer-facing business. We use the following metrics to assess our performance, guide operational and financial decision making, and measure progress against our strategy: ■ Net Merchandise Value (NMV) NMV refers to the cumulative checkout value of successfully delivered orders to consumers on our marketplace in each period inclusive of all taxes. It reflects the true value delivered to the consumer rather than the vanity metric of GMV. We evaluate all metrics as % of NMV. ■ Contribution Margin (CM) As a pure-play platform, our marketplace revenue and costs are fundamentally different from inventory led or other traditional retail businesses. Contribution Margin helps identify the profitability generated from our operating activities by measuring the marketplace revenue earned from sellers, net of cost directly attributable to Placed Orders. Contribution Margin is our unit economics profitability metric. It shows whether the underlying transaction economics generate cash, not just whether we’re growing NMV. Critically, it distinguishes real product-market fit from growth manufactured through discounts and subsidy.
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5 ■ Last Twelve Months Free Cash Flow (LTM FCF) Many consumer businesses report EBITDA as a headline metric while deploying significant capital into warehouses, fulfillment centers, logistics infrastructure and inventory. The cash consumed by these investments never appears in the headline metric. Asset-light platforms like ours expense similar investments in building capacity through aggregation; cost is visible in the period it occurs, while benefits to the platform accrue long-term. EBITDA excludes capital expenditure and working capital requirements, both of which materially influence cash generation in consumer facing business. For the last 3 years, we scaled our business by 1.9x Placed Orders without consuming capital in the normal course of business. We focus on Free Cash Flow because it reflects what actually remains after re-investment. We monitor LTM FCF closely and consider it in our decision-making processes. Decisions such as investments into marketing and technology are evaluated through the lens of their impact on FCF generation in the long-term. We consider trailing twelve months FCF to normalise for the inherent seasonality in the business. We believe it truly reflects the health of the business, without being distorted by accounting profitability that can mask the underlying capital intensity and long-term value creation dynamics. Closing There is enormous work still to be done. We are India’s largest e-commerce platform in terms of Annual Transacting Users. The opportunity ahead is larger than what we've built. India's internet commerce penetration is still single digits. Hundreds of millions of consumers and millions of small businesses remain outside the digital economy. They want to participate. No one has built for them. We have. And we're just getting started. Every percentage point of that gap we close represents tens of millions of people participating in internet commerce for the first time, and tens of thousands of small businesses reaching customers they could never have reached before. This is the opportunity we are building toward. Not to capture a larger share of existing e-commerce, but to expand what e-commerce can be in India. Sincerely, Vidit Aatrey | Founder and CEO
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6 Progress towards our Mission – Q3 FY26 Metrics Q3 FY2026 9 months ending Dec FY2026 Annual Transacting Users 251 Mn YoY 34% 251 Mn YoY 34% Placed Orders 690 Mn YoY 36% 1,951 Mn YoY 46% Net Merchandise Value ₹10,995 Cr YoY 26% ₹30,189 Cr YoY 37% Contribution Margin as % of NMV 2.3% 3.3% Adjusted EBITDA Marketplace as % of NMV (4.2%) (3.2%) LTM Free Cash Flow ₹56 Cr ₹56 Cr LTM Free Cash Flow to Equity ₹437 Cr ₹437 Cr Cash balance ₹7,277 Cr ₹7,277 Cr
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7 Key takeaways ■ We remained the most downloaded shopping app in India for Q3 FY26 as per Sensor Tower. Our Annual Transacting Users grew by 34% YoY to 251 million, making Meesho the largest platform by both Annual Transacting Users and Placed Orders. New user onboarding improved significantly due to AI-driven initiatives across platform recommendations and targeted marketing. ■ Annual Transacting Sellers grew by 81% YoY to 846k sellers through seller growth initiatives across faster onboarding and discovery. ■ Q3 NMV reached ₹10,995 crores, growing 26% YoY. But the more meaningful comparison combines Q2 and Q3 to normalise for festive calendar shifts: together these quarters delivered ₹21,510 crores in NMV, growing 37% YoY which is on a like-to-like basis. For the 9 months ended Dec FY26, NMV grew by 37%. For the same period, our Placed Orders grew by 46% ■ Contribution Margin was at 2.3% (-104 bps QoQ and -198 bps YoY) due to accelerated Valmo scale-up following 3PL industry consolidation. This is expected to normalise in the coming quarters. ■ LTM Free Cash Flow stood at ₹56 crores and LTM Free Cash Flow to Equity stood at ₹437 crores; with cash balance of ₹7,277 crores. ■ Adjusted EBITDA – Marketplace margin for Q3 FY26 was at -4.2% (₹-460 Crores) due to lower Contribution Margin and accelerated user growth and engineering investments ■ Adjusted EBITDA – New Initiatives was at (₹19) Crores (44% QoQ) and (30%) YoY with continuous improvement in user adoption for financial services platform. ■ Deepening integration of AI into our platform - Our AI customer support is getting better with smarter responses, 63% of customer support queries are now end-to-end handled by AI - AI-based voice search is getting better through new launches during the quarter improving new user conversions.
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8 Our assessment of the quarter Net Merchandise Value – Marketplace More consumers buying more often: ■ LTM Annual Transacting Users (ATUs) reached an all-time high of 251 million with frequency climbing to 9.78x transactions per consumer annually. ■ Placed Orders on our platform grew by 35% YoY in Q3 FY26, thus strengthening our flywheel. Impact of festive season shift ■ Diwali fell in mid-October this year vs. early November last year, shifting some festival shopping from Q3 into Q2. For instance, our festive Meesho Mega Blockbuster Sale started on 19th Sept in 2025, vs 27th Sept in 2024. ■ Hence, a more meaningful comparison combines Q2 and Q3 FY26 for festive calendar shifts: together these quarters delivered ₹21,510 crores in NMV, growing 37% YoY. Technology improving new consumer onboarding ■ Improved home page experience for first-time e-commerce consumers through use of deep-learning recommendation models that personalise their feed with limited onboarding signals. ■ Voice search improvements drove higher new user conversion in regional language markets. Expanding use cases ■ Leading brands such as Dabur are scaling on Meesho Mall, bringing national brands at competitive prices to value-conscious customers across India. UoM Q3 FY25 Q2 FY26 Q3 FY26 YOY % 9M ended Dec FY25 9M ended Dec FY26 YOY % ATUs # million 187 234 251 34% 187 251 34% Frequency # 8.98 9.70 9.78 9% 8.98 9.78 9% Placed Orders # million 509 699 690 35% 1,333 1,951 46% GMV – Marketplace ₹ crores 13,950 18,349 18,285 31% 36,562 51,769 41% NMV – Marketplace ₹ crores 8,699 10,515 10,995 26% 22,016 30,189 37%
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9 Contribution Margin - Marketplace * For Q1FY26 and Q2 FY26 certain revenue related to last mile logistics and corresponding costs paid to last mile riders are not included in our revenue and costs due to change in operating structure. However, this was reverted in Q3 FY26, where both revenue and cost are included in the financial statements Valmo’s platform model: Resilience through flexibility ■ Accelerated growth in FY26 combined with one-time impact of 3PL industry consolidation required rapid Valmo scale-up during Q2 FY26 and Q3 FY26. ■ Valmo’s platform approach made us resilient to such external shocks; we deployed nodes and onboarded partners quickly without slow network build-out or multi-year capex commitment. ■ During Q2 and Q3 FY26, we rapidly expanded Valmo logistics network resulting in temporary inefficiencies such as under-utilised routes, redundant nodes and longer delivery distances, which impacted Contribution Margins by 1.1 percentage point in Q2 FY26 and a further 1.0 percentage point in Q3 FY26. This also includes a one-time network restructuring cost of 16 bps in Q3 FY26. Optimisation underway in Q4 ■ We have been shedding redundant nodes, refining delivery routes and increasing throughput in the newly scaled nodes – this will drive down per-order cost. ■ Incremental costs from Q2 and Q3 FY26 are expected to normalise over the next two quarters as these optimisations take effect.
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10 LTM Free Cash Flow - Marketplace UoM Q3 FY25 Q2 FY26 Q3 FY26 9M ended Dec FY25 9M ended Dec FY26 Contribution Margin – Marketplace ₹ crores 371 349 251 1,144 984 Contribution Margin – Marketplace % % 4.3% 3.3% 2.3% 5.2% 3.3% Adjusted EBITDA – Marketplace ₹ crores (21) (371) (460) (14) (979) Adjusted EBITDA – Marketplace % % (0.2%) (3.5%) (4.2%) (0.1%) (3.2%) Adjusted EBITDA – New Initiatives ₹ crores (28) (13) (19) (82) (49) LTM FCF ₹ crores 334 581 56 334 56
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11 Adjusted EBITDA - Marketplace Increased H1 investments in user growth to onboard next wave of internet commerce users in India ■ We have increased our investment into Advertising and Sales Promotion to 2.4% of NMV in Q3 FY26 (from 1.3% of NMV in Q3 FY25) ■ Our expanded investments are deployed in awareness building, traffic acquisition and initial customer incentives where it justifies our long-term FCF return thresholds. ■ We are continuously witnessing better year 1 and subsequent frequencies of our new cohorts of customers being acquired, leading to accelerated investments and thereby NMV growth. Increased H1 investments in technology talent in FY26 ■ Our Employee Benefit Expenses (excl. ESOPs) increased from to 1.5% of NMV in Q3 FY26 (from 1.2% of NMV in Q3 FY25) ■ The increase was primarily due to increased investments in AI/ML and engineering headcount. ■ These investments follow our H1 framework: we are scaling technology talent to execute initiatives with proven return profiles like ranking improvements, search infrastructure and fulfilment optimisation where expected returns justify our threshold. ■ We also expanded our non-technology talent in FY26 in rapidly scaling parts of Meesho like Valmo, Content Commerce and Meesho Mall. Positive LTM FCF supported by working capital cycle and minimal capex ■ LTM FCF for Q3 FY26 of ₹56 Crores supported by accelerated NMV growth ■ Asset-light approach, with minimal capital expenditure and a negative working capital cycle, supports strong cash flow generation ■ Cash balance as of 31st Dec 2025 is at ₹7,277 Crores, including 4,088 Crores raised through initial public offering in Dec FY26. Outlook ■ We expect significant improvement in Adjusted EBITDA margin in the next 2 quarters returning to Q1 FY26 levels; driven by logistics cost recovery and operating leverage on user growth and technology investments made in FY26. Adjusted EBITDA – New Initiatives Adjusted EBITDA for new initiatives, including Financial Services and Low-Cost Logistics Network, for Q3 FY26 remained range bound and was (₹19) crores, compared to (₹28) crores in Q3 FY25. Given our asset-light approach, the major investment here is into technology and people.
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12 Key decisions explained Now and going forward, we will continue to explain our key decisions for the quarter, which may require additional details for shareholders to understand our decision making better. Why didn't we raise order fulfilment charges in Q2 and Q3 FY26 when logistics costs increased? ■ This was a rapid scale-up cost which is temporary, not structural inflation - In an asset-light platform logistics model, scale-up investments flow through P&L, not capital expenditure in the balance sheet. Same economics; different accounting. - External 3PL consolidation in Q1 FY26 accelerated network scale-up in FY26, especially to ensure the festive season customer experience remained intact. ■ Platform trust over quarterly optics - Temporary pricing volatility during festive season is adverse for long-term retention of consumers - We absorbed these costs because we have clear line of sight to normalisation. If any structural cost changes emerge, we will pass them through to our consumers. Why did we increase customer acquisition spending in FY26? ■ Expansion of market by bringing offline users online - First-time e-commerce users require awareness and first purchase incentives. We spend primarily on new user acquisition, not subsidizing repeat behavior. - Traditional retail and inventory e-commerce businesses capitalise growth investments (stores and warehouses). As a platform, customer acquisition is our primary growth investment expensed immediately, despite multi-year returns. - We scale this spend, like all others, by measuring marginal IRR of long-term FCF, not short-term margins. ■ Better payback and customer behavior - New customers continue to convert at higher year 1 frequency than cohorts onboarded two years ago. Better payback enables larger investments. - In a platform business, flywheel compounds. Delaying customer acquisition despite attractive payback periods to optimise near-term EBITDA would slow down these compounded benefits. Execution priorities for the next four quarters Logistics costs recovery and structural improvement Cost per delivered order reduction from Q4 FY26 onwards lifting Contribution Margin. Beyond baseline recovery, we are pursuing structural cost reduction across near, mid and long-term horizons.
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13 ■ Network design optimisation - Fewer touchpoints and shorter distances through better node placement, parcel consolidation and routing algorithms. - Higher prepaid order ratios through product initiatives and customer behavior shaping. ■ Network leakage reduction - Trust and safety initiatives targeting fraud, fake delivery attempts, and address verification failures each of which creates redundant logistics touches. ■ Platform innovations - Tailor-made automations of sorting and alternate delivery models. - Each will be tested as H2 experiments before scaling. Platform growth and expansion 800+ million Indians use internet for communication and social media but transact offline because e-commerce has not been made relevant yet at their price points and use cases. ■ Pushing frontiers of Affordability and Accessibility - Reducing platform costs through platform innovations to profitably serve transactions previously uneconomical; thereby expanding and shifting consumption from offline to online. - Building state-of-the art recommendation systems that personalise from limited signals, multilingual experience and assisted shopping for non-tech-savvy users. - Lowering friction for sellers’ supply, scaling Meesho Mall to bring national and regional brands at competitive prices to value-conscious customers ■ Disciplined investment in market expansion - Investing aggressively when payback periods validate it and pull back when they don't. Monitoring early signals like first-purchase completion rates, retention, and year 1 frequency continuously. - Scaling content commerce to make discovery-led shopping more engaging and credible Advertising and monetisation We don't intend to add a toll to our platform in the form of commission or platform fees. We monetise through services that add value to stakeholders; currently primarily through order fulfillment services and advertising. ■ Building the e-commerce Ads ecosystem for sellers - Improving ad activation for our sellers by making ads predictable and low risk for sellers: clear objectives, platform handles optimisation. - Deploying deep learning models to personalise ads for customers, driving better Ad ROI - Improving ad catalog adoption through higher seller ROI driven by better ad relevance
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14 ■ Structural margin expansion - Prioritizing seller and catalog adoption instead of forced early monetisation as foundation for a sustainable, scaled ads business. - At steady state, we expect to generate FCF margins of 6.5%-7.0% driven by increased monetisation and operating leverage from maturing cohorts, in line with scaled value-focused global platforms. Final thoughts: Operating philosophy in practice This marks our first quarter reporting as a public company and demonstrates our operating philosophy in action: continued growth in ATUs towards our mission of democratising internet commerce, and when forced to choose between near-term financial optimisation and long-term flywheel health, we chose the latter. We held order fulfillment charges stable, and increased user acquisition. Each decision positions us for stronger platform profitability in the long-term. These investments met our return thresholds; measured through payback periods, expected IRR against hurdle rates, and impact on long-term Free Cash Flow. 251 million ATUs, 9.78 purchase frequency, and 37% NMV growth for 9M FY26 validate such decisions made 12–18 months ago. Results lag strategy by several quarters in platform businesses. The growth we are capturing today compounds Meesho into a leadership position in value-led e-commerce over the next decade.
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15 Non GAAP Reconciliation 1. Adjusted EBITDA to CM Particulars (₹ Crores) Three months period ended Dec 31, Fiscal 2025 2024 2025 2024 2023 Adjusted EBITDA – Marketplace (460.3) (20.6) (116.7) (149.1) (1,599.0) % of NMV – Marketplace (4.2%) (0.2%) (0.4%) (0.6%) (8.3%) Add: Advertising and sales promotion expense, not directly attributable to Placed Orders 257.9 112.6 488.6 389.5 881.3 Add: Employee benefit expense, not directly attributable to Placed Orders 160.3 104.4 439.4 436.1 552.3 Add: Server and software tool expenses, not directly attributable to Placed Orders 225.3 148.7 525.1 534.8 550.5 Add: Other expenses, not directly attributable to Placed Orders 67.7 25.6 147.2 91.8 180.7 Contribution Margin – Marketplace 250.9 370.7 1,483.6 1,303.1 565.8 % of NMV – Marketplace 2.3% 4.3% 4.9% 5.6% 2.9% 2. Adjusted EBITDA to restated loss for the year Particulars (₹ Crores) Three months period ended Dec 31, Fiscal 2025 2024 2025 2024 2023 Adjusted EBITDA – Marketplace (460.3) (20.6) (116.7) (149.2) (1,599.0) Adjusted EBITDA - New Initiatives (19.4) (27.8) (92.8) (66.8) (90.9) Adjusted EBITDA – Unallocated 0.2 (2.5) (10.0) (14.1) (3.8) Adjusted EBITDA – Consolidated (479.5) (50.9) (219.5) (230.1) (1,693.7) Less: ESOPs 48.3 65.9 320.0 253.0 106.0 Less: exceptional items 3.7 10.4 1346.5 13.1 - Less: Depreciation and Amortisation 10.9 11.7 34.0 58.1 30.0 Less: Finance cost 3.9 1.6 6.9 6.4 1.4 Add: Other income 67.7 156.0 472.1 233.1 159.2 Restated loss before tax (478.6) 15.5 (1454.8) (327.6) 1,671.9 Less: Tax expense (12.1) (52.9) 2486.9 - - Restated loss for the year (490.7) (37.4) (3,941.6) (327.6) 1,671.9
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16 3. LTM FCF and FCFE reconciliation Particulars (₹ Crores) Three months period ended Dec 31, Fiscal 2025 2025 2024 2023 Cash flows (used in)/ from operating activities (746) 576 233 (2,298) Less: Purchase of property, plant and equipment, intangible assets and intangible assets under development (including payable towards capital goods) (99) (23) (36) (38) Add: Cash Flow towards Exceptional items* 901 38 2 - LTM FCF 56 591 199 (2,336) LTM FCF as % NMV – Marketplace 0.2% 2% 0.9% (12.1%) Add: Interest income on bank deposits, bonds, certificate of deposits and commercial papers 178 260 201 96 Add: Interest income on security deposits 1 1 1 1 Add: Gain on sale of current investments (net) 144 64 29 51 Add: Gain on liquidation of a subsidiary 3 - 1 - Add: Net gain on disposal of property, plant and equipment - - 0 - Add: Fair value gain on investments at fair value through profit and loss 55 116 1 11 Add: Exchange differences relating to disposal of a foreign subsidiary - - - - LTM FCFE 437 1,032 432 (2,177) LTM FCFE as % NMV – Marketplace 1.4% 3.4% 1.9% (11.3%) *Exceptional items include perquisite tax payment, insurance premium, AWS settlement and professional fees 4. Cash Balance at the end of the period Particulars (₹ Crores) Three months period ended Dec 31, Fiscal 2025 2024 2025 2024 2023 Non Current investments 333.1 317.0 - - 295.1 Current investments 884.4 3,767.1 4,983.4 743.6 2,048.5 Interest accrued on deposits: Non current 8.3 40.0 17.9 23.5 10.1 Interest accrued on deposits: Current 76.2 102.0 95.5 131.2 1.0 Income tax assets (net) 217.0 71.8 78.2 40.5 26.6 Bank balances other than cash and cash equivalents 1,411.1 107.4 231.3 0.4 12.4 Cash and cash equivalents 680.0 41.5 147.1 140.4 96.5
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17 Particulars (₹ Crores) Three months period ended Dec 31, Fiscal 2025 2024 2025 2024 2023 Deposits with banks (with remaining maturity of more than twelve months) 1,855.6 1,270.4 240.3 811.5 575.0 Deposits with banks (with remaining maturity of less than twelve months) 1,663.9 391.2 847.7 1648.3 49.7 Receivables on sale of mutual fund units 147.1 306.6 - - - Derivative instruments at fair value through profit or loss: - 49.3 30.1 - - Net cash and cash equivalent 7,276.7 6,464.3 6,671.5 3,539.4 3,114.9 Glossary Term Description Adjusted EBITDA – Marketplace Adjusted EBITDA – Marketplace is the Segment results – Marketplace in a given period as per Ind AS 108, Operating Segments. Adjusted EBITDA – Marketplace as % of NMV – Marketplace Adjusted EBITDA – Marketplace divided by NMV from our Marketplace in a given period. Adjusted EBITDA – New Initiatives Adjusted EBITDA – New Initiatives is the Segment results – New Initiatives in a given period as per Ind AS 108, Operating Segments. Annual Transacting Sellers or ATS Refers to the count of unique sellers who successfully received at least one order on Meesho in the last twelve months. Annual Transacting Users or ATU Refers to the count of unique consumers who successfully placed at least one order on Meesho in the last twelve months. Contribution Margin – Marketplace Contribution Margin is calculated as Segment revenue - Marketplace less Costs directly attributable to Placed Orders including Logistics and fulfilment expenses, Payment gateway charges, Contracted manpower, Employee benefits expense, Communication expenses and other operational expenses directly linked to order processing. Contribution Margin as % of NMV – Marketplace Refers to Contribution Margin – Marketplace divided by NMV from our Marketplace in a given period. Frequency Frequency is calculated as Placed Orders in the last twelve months divided by Annual Transacting Users GMV – Marketplace or Gross Merchandise Value from our Marketplace Refers to the total value of Placed Orders by consumers on our Marketplace during a given period, inclusive of all applicable taxes and discounts, gross of cancelled, Return to Origin orders and orders that have been returned by consumers. Horizon 2 Initiatives An initiative where we experiment with new opportunities, test the product market fit, its ability to grow and assess unit economics before further investment. Last Twelve Months Free Cash Flow or LTM Free Cash Flow or LTM FCF Last Twelve Months Free Cash Flow represents cash flows from/ (used in) operating activities less purchase of property, plant and equipment, intangible assets and intangible assets under development (including payable towards capital goods) and excluding cash flow towards Exceptional items for trailing twelve months. LTM FCF as % NMV – Marketplace LTM FCF divided by NMV from our Marketplace in trailing twelve months.
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18 Term Description Last Twelve Months Free Cash Flow to Equity or LTM Free Cash Flow to Equity or LTM FCFE Refers to LTM FCF plus (i) Interest Income on bank deposits, bonds, certificate of deposits and commercial papers (ii) Interest Income on security deposits (iii) Gain on sale of current investments (net) (iv) Gain on liquidation of a subsidiary (v) Net gain on disposal of property, plant and equipment (vi) Fair value gain on investments at fair value through profit and loss and (vii) Exchange differences relating to disposal of a foreign subsidiary. LTM FCFE as % NMV – Marketplace Refers to LTM FCFE divided by NMV from our Marketplace in trailing twelve months. Net Merchandise Value or NMV from our Marketplace or NMV – Marketplace Refers to the cumulative checkout value of successfully delivered orders to consumers on our marketplace in a given period inclusive of all taxes. This excludes value of Placed Orders that were cancelled, not delivered or returned by consumers and any discounts applied at checkout. Placed Orders Placed Orders refers to the total number of unique products purchased per transaction, aggregated for all such transactions on our marketplace in a given period.
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S.R. BATL/80/ & ASSOCIATES LLP Chartered Accountants 12th Floor "UB City" Canberra Block No. 24, Vittal Mallya Road Bengaluru - 560 001, India Tel : +91 80 6648 9000 Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report to The Board of Directors Meesho Limited 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of Meesho Limited (the "Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group"), for the quarter ended December 31, 2025 and year to date from April 01 , 2025 to December 31, 2025 (the "Statement") attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). 2. The Holding Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Holding Company's Board of Directors . Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the Master Circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable. 4. The Statement includes the results of the following entities: (i) Meesho Technologies Private Limited (ii) Meesho Grocery Private Limited (iii) Meesho Payments Private Limited (iv) PT Fashnear Technology Indonesia (liquidated w.e.f. October 06, 2025) (v) Meesho Networks LLC (incorporated on April 21 , 2025) 5. Based on our review conducted and procedures performed as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013, as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. S.R. Batlib oi & Associates LLP, a Limited Liability Partnership with LLP Identi ty No. AAB-4295 Regd. Offi ce: 22 , Camac Street, Block 'B', 3rd F:oor, Kolkata-700 01 6
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S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants 6. The Statement includes the consolidated results for the quarter ended December 31, 2024 and nine months ended December 31 , 2024 which have not been subjected to review by us and are approved by the Company's Board of Directors. For S.R. Batliboi & Associates LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004 Place: Bengaluru Date: January 30, 2026
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lil Ml!csho Limited {form erly kno wn as Meesho Private lim1ted/Fashnear Technolog ies Private l imited] Regi stered Olfice : Jrd Floor , Wing-E , Hellos Busmess Park, Kadubee5anahalli Villnge, Varthur Hobli, Outer Ring Ro.itl , Bl!n!]aluru , Karnatak a 560103 CIN : U74900KA2015PLC08226J I Telephon e: +91 9108021923 1 E-mail: cs@meesho.com 1 Websiln: 'NWW.meesho.com Statement of Unaudited Consolida ted Financial Results for the quilrter and nine months period em.led Oecr.mber 31, 2025 (All amount:; m /11d1,m Rupet!:; ,n r\11///an t•xc~pt .J1 :;taterlo tl:t:nw;vJ Income R1Nenut? from opera l111m; Othurincomt! Tota l income II Expenses Employee bt!nCltls l!lPt!ll'. i C F1nanr.n costs Oepre c,ahnn and ammt1s,1!1on 1!xr,t!rt<;11 Othe1 I:xptmses Total expen5es 111 !Loss)/profit bf!forn exceptional itonis and lax (I - Ill tV Exception al itums (rnfer note 6) V (Loss)lprofit br.forc t.::ix {Ill+ IV) VI T.Jx expcn:;c Current tax Cuircn l tax on :Iccou nl .JI bu'3mt-!:.:; coml:m;it.on Irer!:!r rrntt! -lJ Odc rred tax Total lax expen se VII (Loss)/ profi t for the I:u!riodl year (V • Vil VIII other compreh ensive {los s}/ mcom e Item:. thnl will not b11 recl:i:;sifi~ :.ub:;l!qu,inlly lo p1ofrt .ir los:; Rt! •measurnrnenl (lo!t;)/gmn!; on defincd t!mployeP. bem~fil plans lnr.nme tax ~1ffocl un abm·u lhima fhnt will bu rncJw;:;ifiud 5ubsuqut!nt!·1 to profit or I □~:. . E1change diffornnccs on hanslallng the finnncral s:atem~nls ut fow1gn opur::itmn:; (nifo r nulu 4) Exchanuu dilfmence:; relating to d1:;pu!ial of ,1 furc1nn 5ubs1d1ar1 Income lax on ~,time Other comµrehen:.ive (loss) / income for thu period/ year (net al tax} IX Tolal compreh ensive (lo ss} I inco me for !he pc ri odl year (net of l,1xl (VII+ VIII) X (Los:.I/ profit for the period/ ·1c:1r attributable lo Cwner:; of !ho P:mml XI Other c:omprehen:;ivu (los:.) I incormi altribulabli:! to Owntir.; of lhc Parent XII Total compreh ensive (los s) f income for !he pP.tio dl ye.tr :1ttributabl e to Owners ol th~ Parent (Loss)/Earnlng s pt!r share (Nomrnal value of sham Re. 1 each ) (refer not e S(d)l (nnt annu:itisnd nxcopt for tho yc:Jr ended Mnrch 31, 2025} :.) Ba5ic b) 01\ulcd Pa e1 un :.haw caprt.il (Facu vufuc of Ru 1 i:!ilCh rully pard)' Sham pendm;i tssuanr.e (rttftH note 4) Other ectu1tv December 31. 2025 Unaud ited 35.175 ga 738 16 35.964.14 ~'.?,'.!51 73 38 92 109.16 38 213 16 40,712.97 (4,748.831 (37 10) 14,785.93 144 35 124 03) 120.82 ... 906.751 (16 55) (1 56) {1 8.11) (4,924 .36) t4.9C6.75) f-i.906,75} (18.11) (18.111 (4.924 86) 14.924.86 (I 14) {114 ) 4.51313 Quarter ended September JO. 2025 Audited (refernoto 2) 30,i36 i2 181240 32,549.12 2 3i7 79 12 .ti 92 92 32 921 21 35.404.39 {2.855.27) (449 75) fJ,305.03 164 91 643 C6 808.57 14.113.60) 21 79 21.79 {4,091.81) (4.11 3 50\ 14.113.601 21 79 21.79 (4.091 81 ) 14,091.81) (0 971 (0.97) 4.130 25 (") As al OP.cemtiur 31. 2024. Purd up share 1:Jp1lal of ·o 00" 1ucre::l-!nl:; 1 ert111ty ,;b:1rP. ha1;1ng :i bee v:ili.;u of Ru 1 Oacember 31. 2024 Unauditl!d (refer nole 3) 26.730 41 I 69961 21U86.02 ! .3491a 1612 117 53 26 144 76 28,227.111 258.21 (1 0369) 154.52 528.85 523.85 ,37.-i.33 {6 60) 0 13 (6.42) (380.75) (374 331 1374.33) (5 42) 16.42} {380 751 1380.75) (0.09) (00 9) 0 00 3,836 04 Nine Monlh!. n1!riod ended Year Ended Decembe r December March 31. 2025 31. 2024 31, 2025 Unaud 11ed Unaudited Audited (refer note 2) (refer note J) 9095 1 36 69 .899 28 93.3!9 03 3.569 43 4.035 57 51)9 36 94.520.79 73.934.85 !19,0)9.01 6.802 13 5.083 1U 3.ti131 55 35 5-l 02 ,a,5 231 88 295 09 :l!0 27 96.45 1 90 67 484 a1 !JI 2C2.27 1.03.501 .76 73,917.02 1,00.0~J.lO (9,030.97) 17.83 i1,DIU9I [ 1-l 109 1) (61716) (13.454 34) 110.491.as, / 599,33 '14.543.631 723.79 699 26 24.90j 91 24.~:8 --12 1.422.05 24.903.91 24,863.42 111.91.3.93) (25.503.241 (39.417.051 0 21 3 57 (2569) (1 50) \2i 10) (12 12) 4 46 4 46 (1.29) (19.07) (Ji.55) (11,915.22) (25.522.31) (J9,45l,60) (11.913 9Jl <25 503 241 (JS 417 05) 111.913.931 125,503.24) (J9,J1705) (1 29) (19 07) (:!655i <1.29) (19.07) 136.55) 111 915 22) 125 522 31) (394 5350 111 ,915.221 125,522.31) (39.-ISHO) (2.78) (6 23) (9l81 12 78) (6 2B) (9181 4.51 3 13 0 00 2 72 3,836 04 3,97i !8 10.475 CB ...... / / - J
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Notes to Unaudited Consolidated Financial Results for the quarter and nine months period ended December 31, 2025 1. The Unaudited Consolidated Financial Results of Meesho Limited (the 'Holding Company'/ the 'Company') (formerly known as Meesho Private Limited/ Fashnear Technologies Private Limited) together with its subsidiaries (collectively the "Group") have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 ('Ind AS 34') "Interim Financial Reporting" specified under Section 133 of the Companies Act, 2013, as amended, read with the Companies (Indian Accounting Standards Rules), 2015, as amended and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBI LODR'), as amended ("Listing Regulations"). The Statement of Unaudited Consolidated financial results for the quarter and nine months period ended December 31 , 2025 is drawn up for the first-time in accordance with the requirement of Regulation 33 of the Listing Regulations, which have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on January 30, 2026. The statutory auditors have conducted a limited review of the above unaudited consolidated financial results. 2. The figures for the quarter ended September 30, 2025 are the derived balancing figures between the audited figures for the six months period ended September 30, 2025 and the audited figures for the quarter ended June 30, 2025. Further, the figures for the nine months period ended December 31, 2025 are an aggregate of the six months period ended September 30, 2025 which have been subjected to audit and the quarter ended December 31, 2025 which have been subject to limited review. 3. The consolidated financial results for the quarter ended December 31 , 2024 and nine months period ended December 31, 2024 are compiled by the management and approved by the Board of Directors of the Holding Company. The statutory auditors have not audited or carried out limited review of the aforesaid consolidated financial results. 4. During the year ended March 31 , 2025, the Board of Directors of the Holding Company, its wholly owned subsidiaries Meesho Grocery Private Limited ('l'vlGPL'), Meesho Technologies Private Limited ('MTPL') and Meesho Inc. (Erstwhile Holding Company) (hereinafter referred to as ''Transferor Company") approved the Composite Scheme of Arrangement between the Holding Company, MGPL, MTPL, Transferor Company and their respective shareholders and creditors (hereinafter referred to as "the Scheme") in accordance with the provisions of Sections 230 to 232 of the Act which was filed with National Company Law Tribunal, Bengaluru Bench ('NCL T') on April 25, 2024 for a) transfer of Grocery business of the Holding Company to MGPL; b) transfer of Marketplace business of the Holding Company to MTPL; and c) amalgamation by way of transfer of assets and liabilities of the Transferor Company with the Holding Company. The aforesaid Scheme was approved by an order passed by NCL T on May 27, 2025. Subsequently, the certified copy of the order passed by NCL T has been filed with the relevant Registrar of Companies and the relevant statutory authorities in USA on June 15, 2025 and June 20, 2025 respectively . The amalgamation has been accounted in accordance with "pooling of interest method" as laid down in Appendix C - 'Business combinations of entities under common control' of Ind AS 103 notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015. The Holding Company has provided for taxes towards Global Intangible Low-Taxed Income, business combination and passive income collectively referred as "Tax payable on account of business combination" arising on account of the aforesaid business combination. The incremental charge recorded during the quarter and nine months period ended December 31, 2025 and December 31, 2024 and the quarter ended September 30, 2025 is on account of foreign exchange fluctuations and finalisation of the tax obligations.
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Iii 5. During the quarter and nine months period ended December 31, 2025, (a) Pursuant to the Board resolution dated November 06, 2025, the Holding Company has allotted 2,182,749,485 equity shares having face value of Rs. 1 each in lieu of conversion of 2,182,749,485 Compulsorily Convertible Preference Shares ("CCPS") in the conversion ratio of 1 :1. (b) PT Fashnear Technology Indonesia, a wholly owned subsidiary, has been liquidated on October 06, 2025 as per the intimation from the liquidator. (c) The Holding Company has completed its Initial Public Offering (IPO) of 488,396,721 equity shares of face value of Rs. each at an issue price of Rs. 111 per share (including a share premium of Rs. 110 per share). The issue comprised of a fresh issue of 382,882,882 equity shares aggregating to Rs. 42,500.00 million and an offer for sale of 105,513,839 equity shares by selling shareholders aggregating to Rs. 11,712.04 million. The Holding Company's equity shares were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 10, 2025. (d) On May 31 , 2025, the Holding Company had approved the bonus issue (fully paid up by way of capitalisation of the Company's securities premium) of Equity Shares in the ratio of 47.2509 Equity Share for every 1 Equity Share held. In accordance with the provisions of Ind AS 33, Basic and Diluted EPS for the quarter and nine months period ended December 31, 2024 and for the year ended March 31 , 2025 have been adjusted and presented. 6. Exceptional Items : (Amounts in INR million) Quarter ended Nine months period Year ended Particulars ended December September December December December March 31, 31, 2025 30, 2025 31, 2024 31, 2025 31, 2024 2025 Unaudited Audited Unaudited Unaudited Unaudited Audited (refer note 2) (refer note 3) (refer note 21 (refer note 31 Employee share based payment expense - Incremental expense upon modification of share based plan - - - - - 4.824.80 - Accelerated charge upon vesting of existing options - - - - - 620.55 Perquisite tax paid by the Company - - - - - 7,338.16 Expenses towards business combination 37.10 63.53 103.69 1,024.68 617.16 680.83 Full and final settlement in respect of vendor dispute - 386.23 - 386.23 - - Total 37.10 449.76 103.69 1,410.91 617.16 13,464.34 7. The Government of India w.e.f. November 21 , 2025, notified the Code on Social Security, 2020, the Industrial Relations Code, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the "Codes"), which replaces the existing central labour legislations. The supporting rules and certain key clarifications are awaited, and the interpretations and industry practices are still developing. Based on the Group's assessment, the provisions currently in force do not have a material impact on the unaudited consolidated financial results of the Group. The financial impact, if any, of the remaining provisions will be assessed upon notification of the final rules and their effective dates. 8. During the year ended March 31 , 2025, Fashnear Shenzhen Trading Co. Ltd, a wholly owned subsidiary was liquidated w.e.f. May 09, 2024.
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9. The above unaudited consolidated financial results are available on the Company's website (www.meesho.com) and also on the website of BSE (www.bseindia.com) and NSE (www.nseindia .com), where the shares of the Company are listed. For and on behalf of Board of Directors of Meesho Limited (formerly known as Meesho Private Limited /Fashnear Technologies Private Limited) ~t Chairman, Managing Director and Chief Executive Officer DIN: 07248661 Bengaluru, India January 30, 2026
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liil Meesho Limited (tom1erly known as MeP.sho Private Lim1ted/Fashn e.ir Technologies Private Limited) Consolidated segment wise re•,enue and resulls for the qu.Jrtcr and nine month s period ended December J1 , 2025 The Grnup has u.ll!ntilied two op1:r:t11umd '.ico rn1mf!i in term5 or Ind AS 108 ODeratm!J S~g r11enl!. namely f'.l.:ir!!:ctplnce and Ni:w 1rnliallve:; The prmc1p.:il :ir.11-..1l11;s 111 each ::,I the segmP.rit at•i as below l•) J.latketplnce • f·,1nrkelplace for sullers :md buye1s. □1sr,lay ol Ads. Lo!]~tlc:; businu::s 3nj Ccnlent cmnrnerce, and (n) New lmtia:1ves. Lcw-c.nst local loq1sU::a nl!lwork !or daily -!S~ttntials and Or!Jilal financmt S!!l"1IcI:s (All amaun(s in Indian Rupe~:; m Milficm ~'<cep( as :;fJtr.d afhfmt•,:;l!J Scqnrn nt Rcnenue r,tarkclplace /llewtrntmlr,es Tota l Segment Revenue Segment Re:oults ~.larkclpl;u:;e Newlrnlm. l1v1!5 AUd Unallticaled Total Segment Result s Part iculars Add Other fncumu (nllcludrn[J tiat:11itw:; no longer wciwred . wri!h:n back and other non 11per:1lin!) incornn) Ll.!SS F::ur ·,::11ue loss on dcrr,:1llv•J rnstrumcnls t1! ra r •1.tluc 1h111u:1h pror.t or 'rn>s l csro Ocp f!.!Cli.lllon and amo1!1sa11on elp,m~e less Employee sharu-hil:i1:d pi!'fnmnl ex11unse l1is~ Ellceplmm:il Jlr.ms (loss)/ Prof it before li1x Deci!mber 31 . 2025 Unaud ited 35,151 66 24 32 35,175.98 (4.602 31/ (193 91) (4,796.72) 2.05 14,794.67) 696 34 {2026) 138.92) (10916) (482€6) (3710) (4,785.93} Quarter ~nded Soptumbor JO, 2025 December 31, 2024 Aud ited Unaudi ted (rnf er notl.! 2) frofer note 3) JO 714 22 26.7i6 79 22 50 9 62 30 ,736.72 26.786.41 \3.i06 32) (206 15) (134 53! (277 66) (3,841.45) (483.81) (2.74) (25.06) (l ,844.19) (508.87) 1,653 78 1,560 J1 {12.47) (16 12) (92.92) (117 53) (559.47) (659 5B) (449 76) 1103;91 (3,305.03) 154.52 Nine month s perrod ended Year End ed Decembe r ll, 2025 December 31 . 2024 March 31, 202S Unaud ited Unaudited Audited (refer note 2) (refer note J) 90 390 75 59 :!69 25 93 3sa 74 60 61 JO 03 4a29 90,351.36 69,899.28 9J,899.0J (9.i94 14) {141 65) {1.156-55, {495 OS) 132S 511 (928 59, (10,289.19) (967.16) (2,095.21) (24 20) (R568) (10067 ) (10,313.39) (1 ,052.84) {2,195.91) J 097 16 3.726 14 4,720 52 (65 35) (54 02) (68 951 {281 88) (295 09) (3402; !1 (1.517 01) {2.306 36) ('.3,19906) f1 410.91) 1617 151 {13 -164 J.4) !10,491.88) (599.JJ) I 14,548.SJ~ For and on behalf of Board of Dimctors of Mcc5ho Limited Bt!ngaluru l11d1n J:111uar1 JO. 2025
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S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants 12th Floor "UB City" Canberra Block No. 24, Vittal Mallya Road Bengaluru - 560 001, India Tel : +91 80 6648 9000 Independent Auditor's Review Report on the Quarterly and Year to Date Unaudited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended Review Report to The Board of Directors Meesho Limited 1 . We have reviewed the accompanying statement of unaudited standalone financial results of Meesho Limited (the "Company") for the quarter ended December 31, 2025 and year to date from April 01 , 2025 to December 31, 2025 (the "Statement") attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). 2. The Company's Management is responsible for the preparation of the Statement in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34, (Ind AS 34) "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The Statement has been approved by the Company's Board of Directors. Our responsibility is to express a conclusion on the Statement based on our review. 3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. 4. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standards ('Ind AS') specified under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement. 5. The Statement includes the standalone results for the quarter ended December 31, 2024 and nine months period ended December 31, 2024 which have not been subjected to review by us and are approved by the Company's Board of Directors. For S.R. BATLIBOI & ASSOCIATES LLP Chartered Accountants ICAI Firm registration number: 101049W/E300004 per Rajeev Kumar Partner Membership No.: 213803 Place: Bengaluru Date: January 30, 2026 S.R. Batliboi & Associates LLP, a Limited Liability Partn ership with LLP Identit y No. AAB-4295 Regd. Office: 22, Camac Street, Block '8 ', 3 rd F:oor, Kolkata-700 0 16
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I II Ill IV V VI IJJI VIII IX W] Met!5ho Limited (formerly known as Ml!esho Private Limited/Fashnear Technologies Private Limited) Registered Ottice: 3rd Floor, Wing-E, Helio s Bu~mess Park, Kadubeesanahalli Villnge, Varthur Hobli, Outer Ring Road, Bengaluru, Karnataka 560103 CIN : U749DDKA2015PLC082263 I Telephone: +91 91080219231 E-mail: cs@meesho.comIWebsite:www.meesho.com Staloment of Unaudited Standalone Financial Results for the quarter :ind nine months period ended Ol!cember 31, 2025 ( All :m,ount:; i n fndJ :m Rupee:; In M1//lon , P..lCl'pf ~:; :;tule d o thvm,::e ) Qu;irter ended Nine Months period ended Year Ended December Seplember December December December Man:h 31, 2025 30, 2025 31, 2024 31, 2025 31, 2024 31. 2025 Unnudited Audited Unaudited Unaudited Unaudited Audited 1refer nole 2) (refer note JI !refer note 21 frefernole Jl Incom e Revenu e frnrn <1rm r:1lmns 1s.iaa as IJ.911 37 25.778 62 50,018 98 69.382.96 9J.3i5 4i Othur 1nc11mu (riifer NnlH 4{uJ) 3.057 71 14374 6 1 698 79 10 51 1 36 4 034 04 5 114 90 Total inc:ome 23,846.56 15.398,83 28,477.41 60.530.94 73,917.00 98,990 .37 Expenses Ernphiyu e benefit s i!xpun~1! SEO 33 sas 33 I 364 33 2.519 30 5.913 49 3 302 12 Fina11r.t! co3b 37 70 12 .\i 16 12 63 76 54 02 68 \lS OP.prec1allun ,md amr.rll salmn e~p,:n~•e 102 30 3299 117 52 264 aa 294 27 339 D othe r ~xpen:.~~; 15.65247 1352230 26.142 99 49.311 10 67 448 SJ 91 .12s n Total expenses 16,JSJ.JO 14,303.09 28,140.96 52,759.54 73,710.31 99,335.Jl ProfiU {Loss) before excep tional 1lems and tax {I• II) 7,,193.26 1,095.74 336.45 7.771.40 206.59 {844.'61 Exceptional items (refer note 6) (37 10) (63 531 (I036S) 2.53.765.52 (300 59) ( 13 ,120 55) Profrtl {lo ss.) before tax (Ill+ IV) 7,J56.16 1.0J2.21 232.76 2,71.536.92 (93.901 {13,965.51 Tax t!Xpense Currim t tax 144 as 164 91 72] 79 Currnnl tax un acc:ounf of ~u:;1rHJ!;5 combnal mn (rnfor nulli 4(11) (24 OJ) 343 56 528 95 698 26 24 903 91 24.368 42 , Dcl mred lax Total tax expe nsH 120.82 808,57 528.85 1,422.05 24,903.91 24,868.42 ProfrU (loss) for the period/ y1iar !V - VI) 7,335 .34 223.6-1 (296.091 2,70,11-1.87 (24,997.81) (J8,333,9JJ Other comprehensive {loss)/ incomll l1tm1s rhat w1II nut bl:! rnclass1fi1-!d sullsuquenlly to pmfil nr lt1ss Re-n11:~<1surcmenl (lnss)/Qams 011 ,fofinurl umplovee !lertd it p!;:in~ '. 2 64) ass (6 99) (O aJ, 305 (27 941 Income tax on allovc Items !h.:il ·.•11II LU! r~cla r.s11im1 sull,:;t•quentl·{ to prohl m lns!i Excharinn d1ffomnces on lransla tinn Um fin;mc1al sf;1tutr1e1lls of forc1un op,iration s (l!!lor (17 81) 117 note 4(1)) lnconw lax on above Other comprehens ive (toss)/ income for the period / y,rnr (net of tax) !2.64 8.65 16.99 l0.83 114.76 f26,77 Totnl comprehensivl! income/ (lo5s) for th e puriodl y11nr (net of lax) (VII+ VIII) 7.3J2.70 232.29 1:10:1.011 27011-1.04 (25,012.57 138 860.70 (Lossl/Earnmgs per shar11 {Nominal •1alUl.! of !.ham Re. 1 each) frl!f,?r nat c S(d)) (not :mnualis,id excl!pt for the year ended Mnrch 31, 2025) a)B:is1c 171 0 05 10 071 62 92 (6 15) (9 BJl b) O!lu l~d 1 68 0 05 (0 07) 61 92 (6 15) (98Jl P:ud up sh,ir e c:ip1ta! {Fac:11 v.11tm of Re 1 P.;-n:h. lull·1 pa1r1 )" 4.513 13 4,130 25 0 00 4.513 13 000 2 72 Sharn pund 1ng 1~:.IIancu (rnli !r nclii ,1 (1)) 3 ,336 04 J.836 04 3 977 :1a O1hur uqurty 1 t 13543 (*) A:; al Om:embur 31 . 2024 . P:ud up :;har~ 1.ap1tal of ·o 00" rnrrn~;unts 1 uqrnty :;ham havm!1 tJ facu w1luu of Re 1
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Iii) Notes to Unaudited Standalone Financial Results for the quarter and nine months period ended December 31, 2025 1. The Unaudited Standalone Financial Results of Meesho Limited ('the Company') (formerly known as Meesho Private Limited/ Fashnear Technologies Private Limited) have been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 ('Ind AS 34') "Interim Financial Reporting" specified under Section 133 of the Companies Act, 2013, as amended, read with the Companies (Indian Accounting Standards Rules), 2015, as amended and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBI LODR'), as amended ("Listing Regulations"). The Statement of Unaudited Standalone financial results for the quarter and nine months period ended December 31 , 2025 is drawn up for the first-time in accordance with the requirement of Regulation 33 of the Listing Regulations, which have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on January 30, 2026. The statutory auditors have conducted a limited review of the above unaudited standalone financial results. 2. The figures for the quarter ended September 30, 2025 are the derived balancing figures between the audited figures for the six months period ended September 30, 2025 and the audited figures for the quarter ended June 30, 2025. Further the figures for the nine months period ended December 31, 2025 are an aggregate of the six months period ended September 30, 2025 which have been subjected to audit and the quarter ended December 31 , 2025 which have been subject to limited review. 3. The standalone financial results for the quarter ended December 31, 2024 and nine months period ended December 31, 2024 are compiled by the management and approved by the Board of Directors of the Company. The statutory auditors have not audited or carried out limited review of the aforesaid standalone financial results. 4. (i) During the year ended March 31 , 2025, the Board of Directors of the Company its wholly owned subsidiaries Mees ho Grocery Private Limited ('MGPL'), Meesho Technologies Private Limited ('MTPL') and Meesho Inc. (erstwhile Holding Company) (hereinafter referred to as "Transferor Company") approved the Composite Scheme of Arrangement between the Company, MGPL, MTPL, Transferor Company and their respective shareholders and creditors (hereinafter referred to as "the Scheme") in accord ance with the provisions of Sections 230 to 232 of the Act which was filed with National Company Law Tribunal, Bengaluru Bench ('NCL T') on April 25, 2024 for a) transfer of Grocery business of the Company to MGPL; b) transfer of Marketplace business of the Company to MTPL; and c) amalgamation by way of transfer of assets and liabilities of the Transferor Company with the Company. The aforesaid Scheme was approved by an order passed by NCL Ton May 27, 2025. Subsequently, the certified copy of the order passed by NCL T has been filed with the relevant Registrar of Companies and the relevant statutory authorities in USA on June 15, 2025 and June 20, 2025 respectively . The amalgamation has been accounted in accordance with "pooling of interest method" as laid down in Appendix C - 'Business combinations of entities under common control' of Ind AS 103 notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015. The Company has provided for taxes towards Global Intangible Low-Taxed Income, business combination and passive income collectively referred as "Tax payable on account of business combination" arising on account of the aforesaid business combination. The incremental charge recorded during the quarter and nine months period ended December 31, 2025 and December 31, 2024 and the quarter ended September 30, 2025 is on account of foreign exchange fluctuations and finalisation of the tax obligations.
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(ii) The grocery and e-commerce undertakings of the Company have been transferred to MTPL and MGPL w.e.f. June 01 , 2025 The carrying value of the net assets of the grocery and e-commerce undertakings [refer details below] has been transferred to MGPL and MTPL. As a consideration of the demerger, MTPL and MGPL issued equity shares and Compulsorily convertible preference shares ('CCPS') to the Company . The Company has recognised the investment in equity shares and CCPS of MTPL and MGPL, received as consideration at fair value in its books of accounts. The surplus/deficit arising after taking effect of consideration over the carrying value of net assets of MTPL and MGPL has been recognised as an "exceptional item" in the unaudited standalone financial results. (Rs. million) Particulars MTPL MGPL Total Net assets transferred by the Company (A) 586.83 560.41 1,147.24 Consideration received Fair value of Equity shares 72,671.57 3,993.96 76,665.53 Fair value of Compulsory convertible preference shares 185,952.32 3,319.59 189,271.91 Total consideration received (8) 258,623.89 7,313.55 265,937.44 Gain on demerger 258,037.06 6,753.14 264,790.20 Further , the Company has recognized interest income on CCPS amounting to Rs. 7,607.24 million from the date of issuance of CCPS upto December 31 , 2025. Consider ing the aforesa id demerger , the unaudited standalone financial results for the quarter and nine months ended December 31 , 2025 and the quarter ended September 30, 2025 are not comparable with the unaudited standalone financial results for the quarter and nine months ended December 31, 2024. 5. During the quarter and nine months period ended December 31, 2025, (a) Pursuant to the Board resolution dated November 06, 2025, the Company has allotted 2,182,749,485 equity shares having face value of Rs. 1 each in lieu of conversion of 2,182,749,485 Compulsorily Convertible Preference Shares ("CCPS") in the conversion ratio of 1: 1. (b) PT Fashnear Technology Indonesia, a wholly owned subsidiary , has been liquidated on October 06, 2025 as per the intimation from the liquidator. (c) The Company has completed its Initial Public Offering (IPO) of 488,396,721 equity shares of face value of Rs. 1 each at an issue price of Rs. 111 per share (including a share premium of Rs. 110 per share). The issue comprised of a fresh issue of 382,882,882 equity shares aggregating to Rs. 42,500 .00 million and an offer for sale of 105,513,839 equity shares by selling shareholders aggregating to Rs. 11,712.04 million . The Company's equity shares were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 10, 2025. (d) On May 31, 2025, the Company had approved the bonus issue (fully paid up by way of capitalisation of the Company's securities premium) of Equity Shares in the ratio of 47.2509 Equity Share for every 1 Equity Share held. In accordance with the provisions of Ind AS 33, Basic and Diluted EPS for the quarter and nine months period ended December 31, 2024 and for the year ended March 31, 2025 have been adjusted and presented .
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(iii 6. Exceptional Items : (Amounts in INR million) Three months ended Nine Months period Year ended Particulars ended December September December December December March 31, 31, 2025 30, 2025 31, 2024 31, 2025 31, 2024 2025 Unaudited Audited Unaudited Unaudited Unaudited Audited (refer note 2) (refer note 3) (refer note 2l (refer note 3 l Employee share based payment expense - Incremental expense upon modification of share based plan - - - - - 4,821.70 - Accelerated charge upon vesting of existinq options - - - - - 596.43 Perquisite tax paid by the Companv - - - - - 7,338.16 Gain on demerger (refer note 4(ii) above) - - - (264,790.20) - - Expenses towards business combination 37.10 63.53 103.69 1,024.68 300.59 364.26 Total 37.10 63.53 103.69 (263,765.52) 300.59 13,120.55 7. The Government of India w.e.f. November 21, 2025, notified the Code on Social Security, 2020, the Industrial Relations Code, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the "Codes"), which replaces the existing central labour legislations. The supporting rules and certain key clarifications are awaited, and the interpretations and industry practices are still developing. Based on the Company's assessment, the provisions currently in force do not have a material impact on the unaudited standalone financial results of the Company. The financial impact, if any, of the remaining provisions will be assessed upon notification of the final rules and their effective dates. 8. During the year ended March 31, 2025, Fashnear Shenzhen Trading Co. Ltd, a wholly owned subsidiary was liquidated w.e.f. May 09 , 2024. 9. The Company publishes these Unaudited Standalone Financial Results along with the Unaudited Consolidated Financial Results. In accordance with Ind AS 108,'Operating Segments', the Company has disclosed the segment information only in Unaudited Consolidated Financial Results. 10. The above unaudited standalone financial results of the Company are available on the Company's website (www.meesho.com) and also on the website of BSE (www.bseindia.com) and NSE (www.nseindia .com), where the shares of the Company are listed. For and on behalf of Board of Directors of Meesho Limited (formerly known as Meesho Private Limited /Fashnear Technologies Private Limited) ~ Chairman, Managing Director and Chief Executive Officer DIN: 07248661 Bengaluru , India January 30, 2026