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You can view full text of the latest Auditor's Report for the company.

BSE: ISIN: INE0VDM01015INDUSTRY: E-Commerce/E-Retail

BSE   ` 165.20   Open: 166.70   Today's Range 153.95
169.00
-2.05 ( -1.24 %) Prev Close: 167.25 52 Week Range 153.95
177.55
Year End :2025-03 

We have audited the accompanying standalone financial statements of Meesho Limited (formerly known as Meesho
Private Limited and Fashnear Technologies Private Limited) (“the Company”), which comprise the Standalone
Balance sheet as at 31 March 2025, the Standalone Statement of Profit and Loss, including the Standalone statement
of Other Comprehensive (loss)/income, the Standalone Cash Flow Statement and the Standalone Statement of
Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of
material accounting policies and other explanatory information (hereinafter referred to as “the standalone financial
statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013, as amended (“the Act") in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March, 2025, its loss, including other comprehensive (loss)/ income, its
cash 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 are
independent of the Company in accordance with the ‘Code of Ethics’ issued by the Institute of Chartered Accountants
of India together with the ethical requirements that are relevant to our audit of the standalone financial statements
under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is
sufficient 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 the
information included in the Director's Report, but does not include the standalone financial statements and our
auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether such other information is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. The Director’s
Report 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 the
preparation 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 standalone
changes in equity of the Company in accordance with the accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the standalone financial
statements 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 to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic 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 are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the 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 skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our
opinion on whether the Company has adequate internal financial controls with reference to standalone financial
statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions 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 the
disclosures, and whether the standalone financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably 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 combination
arising from Composite Scheme of Arrangement (“the Scheme”) between the Company and Meesho Inc. (“the
Erstwhile 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 requisite
filings have been made with the Registrar of Companies and the relevant statutory authorities in USA on 15 June 2025
and 20 June 2025 respectively. As explained in the said note, the comparative financial information as at and for the
year 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 Regulatory
Requirements 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 Government
of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the
matters 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 and
belief 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 it
appears from our examination of those books except in respect of one application, the back-up of books of
accounts and other books and papers maintained in electronic mode was not kept in server physically located
in India on a daily basis, and in respect of three 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 as disclosed in Note 41 to the standalone financial statements and the matters stated in the
paragraph (i) (vi) below on reporting under Rule 11(g);

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including the Statement of
Other Comprehensive (loss)/ income, the Standalone Cash Flow Statement and Standalone Statement of
Changes 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 specified
under 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 record
by the Board of Directors, none of the directors are disqualified as on 31 March 2025 from being appointed
as 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 stated
in the paragraph (b) above on reporting under Section 143(3)(b) and paragraph below (i) (vi) on reporting
under Rule 11 (g);

(g) With respect to the adequacy of the internal financial controls with reference to these standalone financial
statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to
this report;

(h) The provisions of section 197 read with Schedule V of the Act are not applicable to the Company for the year
ended 31 March 2025;

Jl 1 vs; W

(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 standalone
financial 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 were
any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection
Fund by the Company.

iv. a) The management has represented that, to the best of its knowledge and belief that, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any other
sources 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 the
Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any
guarantee, 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 have
been received by the Company from any persons or entities, including foreign entities (“Funding
Parties”), 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 manner
whatsoever 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 appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that the
representations 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 standalone
financial statements, the Company has used certain accounting software applications for maintaining
its books of accounts, database for employees, customer and order details which have features of
recording audit trail (edit log) facility and the same have operated throughout the year for all relevant
transactions recorded except:

(a) in case of two accounting software applications, audit trail was not enabled throughout the year for
all relevant transactions recorded in the applications. Accordingly, we are unable to comment upon
whether during the year, any instances of audit trail feature were being tampered with in respect
of these accounting software applications. Additionally, we are unable to comment whether the
audit trail has been preserved by the Company as per the statutory requirements for record
retention;

(b) in case of two accounting software applications, audit trail feature is not enabled for direct changes
to data when using certain access rights. Further, during the course of our audit in respect of these
accounting software applications where the audit trail has been enabled, we did not come across
any instance of audit trail feature being tampered with. Additionally, for these applications, the audit
trail of prior year has been preserved by the Company as per the statutory requirements for record
retention 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

(Y r ^

' _ Ý )! 00 Bengaluru )<J>

per Rajeev l^imar U J™jj

Partner 'w.

Membership Number: 213803 xiL ? yy

UDIN: 25213803BMONEA1150

Place: Bengaluru

Date: June 27, 2025