Meesho Ltd Management Discussions

RESULTS OF OPERATIONS

The following discussion is intended to convey the managements perspective on our financial condition and results of operations for the three months period ended June 30, 2025, and Fiscals 2025, 2024 and 2023. Unless otherwise stated, the financial information in this section has been derived from the Restated Consolidated Financial Information. Our financial year ends on March 31 of each year. Accordingly, references to "Fiscal 2025", "Fiscal 2024" and Fiscal 2023" are to the 12-month period ended March 31 of the relevant year. References to "three months period ended June 30, 2025" are to the three months period between April 1, 2025 and June 30, 2025. Ind AS differs in certain respects from IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. Please also see "Risk Factors —Significant differences exist between ind AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to investors assessments of our financial condition, result of operations and cash flows " on page 120. This discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as the risks set forth in the chapters entitled "Risk Factors" and "Forward-Looking Statements" beginning on pages 80, 32 respectively.

Unless otherwise indicated or the context otherwise requires, in this section, references to Segment revenue - Marketplace and Segment revenue - New Initiatives referred in this section are as per Ind AS 108, Operating Segments.

Overview

Meesho is a multi-sided technology platform driving e-commerce in India by bringing together four key stakeholders - consumers, sellers, logistics partners and content creators. Our e-commerce marketplace, that we operate under the brand name Meesho, emerged as Indias largest in terms of number of orders and Annual Transacting Users among e-commerce players in India in the last twelve months period ended June 30, 2025, according to the Redseer Report. Our value focused platform is designed to serve all segments of consumers across India by making e-commerce affordable, accessible and engaging. Our technology-first operations, platform scale and efficiency offer low cost order fulfilment to sellers on Meesho. This, along with a zero commission model for sellers enables them to reduce the average cost charged to sellers and provide a wide assortment of products ranging from low cost unbranded products, regional brands and national brands at affordable prices on Meesho. Our AI/ML led algorithms are designed to deliver a personalised, discovery led shopping experience to consumers similar to an offline window shopping experience, making online shopping easy and engaging for consumers.

Our Business Segments

We operate in two business segments: Marketplace, which is a technology platform connecting consumers, sellers, logistics partners, and content creators; and New Initiatives such as our low cost local logistics network for daily essentials and a digital financial services platform. The following table provides a breakdown of the segments as per Ind AS 108, Operating Segments for the period/years indicated:

(f in million)

Particulars Three months period ended June 30 Fiscal

2025 2025 2024 2023

Segment revenue - Marketplace 25,024.87 93,858.74 76,137.44 57,337.27

Segment revenue - New Initiatives 13.79 40.29 14.04 7.92

Adjusted EBITDA - Marketplace™ (1,484.41) (1,166.65) (1,491.61) (15,989.90)

Adjusted EBITDA - New Initiatives™ (166.61) (928.59) (668.60) (908.85)

Notes:

(1) Adjusted EBITDA - Marketplace is the Segment results - Marketplace in a given period as per Ind AS 108, Operating

Segments.

(2) Adjusted EBITDA - New Initiatives is the Segment results - New Initiatives in a given period as per Ind AS 108, Operating

Segments.

Our Transaction Model

The following image provides illustrates our transaction model for our marketplace business:

Note: (1) Checkout value on aggregate is NMV; (2) Factors such as weight of parcel, distance, mode of payment, among others.

Consumers: Consumers pay for products purchased on Meesho either through prepaid options or cash on delivery. The money collected from consumers is paid to sellers after netting fees for services that we provide to sellers and applicable taxes. Consistent with our strategy to make e-commerce affordable and accessible, we do not charge any platform fees to consumers.

Sellers: We do not charge any commissions to sellers for selling their products on Meesho. However, we charge sellers fees for services that we provide to them, such as order fulfilment services for delivery

and return pickup, advertisements and other services. Revenue earned from sellers is reported as Revenue from operations - Marketplace in our financial statements.

Logistics partners: Our logistics partners help in delivering orders from sellers to consumers, including pickup, transportation, and last mile delivery. We charged order fulfilment fees from sellers and paid appropriate costs to our logistics partners across all legs of the delivery journey. These fees were reported as part of Revenue from operations - Marketplace. Subsequently, we pay logistics partners based on factors such as weight of parcel, distance and mode of payment among others.

Starting March 15, 2025, for orders fulfilled through Valmo (the technology of which is housed in our Company), we began piloting a contractual model where certain last mile logistics partners provide services directly to sellers for order fulfillment fees, which are paid by sellers directly to logistics partners, for which we charged a platform facilitation fee to the logistics partner which is reported as part of Revenue from operations - Marketplace. For first mile and middle mile deliveries, we continued to collect order fulfilment fees from sellers and pay appropriate costs to logistics partners (which is reported under logistics and fulfilment expenses in our financial statements). In the quarter ended September 2025, the pilot was discontinued, and we reverted to our earlier model due to operational and comprehension challenges faced by the Seller. For this interim pilot period, the new structure reduced our recognised revenue from operations and corresponding costs by the same quantum without impacting our margins. Content creators: Content creators on our platform create and distribute content to drive product discovery and conversion for sellers on Meesho. Sellers using content creators pay us a content service fee to engage with the content creators, and we make payments to content creators based on the orders generated from the content they produce and distribute. The fees collected for sellers is reported as part of Revenue from operations - Marketplace, and the payments made to content creators is reported under advertising and sales promotion expenses in our financial statements.

Our Key Business Metrics

We use the following metrics to assess our performance, guide operational and financial decision making, and measure progress against our strategy. These metrics provide additional insight into the underlying drivers of our business.

Net Merchandise Value - Marketplace

NMV from our 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. Therefore, it reflects the value of transactions attributable to fulfilled consumer demand on the platform. While GMV indicates the aggregate demand generated on the platform, NMV from our Marketplace indicates the value realized from completed transactions.

As a pure-play e-commerce marketplace, we neither compete with our sellers nor hold inventory. As a result, our revenue reflects monetization from services that we offer sellers and does not represent the value of goods transacted on Meesho. In inventory led, online or offline retail models, revenue typically reflects the total value of products sold and the cost includes cost of goods. Tracking NMV helps evaluate value of products delivered to consumers and thereby allows for comparability with other retail models such as offline retail and inventory led online businesses.

Contribution Margin - Marketplace

Contribution Margin - Marketplace 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. As a pure-play platform, our marketplace revenue and

costs are fundamentally different from inventory led or other traditional retail businesses. Contribution Margin - Marketplace helps identify the profitability generated from our operating activities by measuring the marketplace revenue earned from sellers, net of expenses directly attributable to Placed Orders. Contribution Margin - Marketplace shows unit economics (i.e., economics at an order level) without considering fixed costs such as technology, marketing and corporate employee costs which are not directly linked to an order. Increasing contribution margin indicates improving unit economics.

Last Twelve Months Free Cash Flow

Last Twelve Months Free Cash Flow ("LTM FCF") 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. We consider trailing twelve months FCF to normalise for the inherent seasonality in the business. Our platform experiences higher volume order in key festive quarters which are also characterized by elevated working capital inflows to our platform due to increased seller and consumer activity. An LTM view allows us to account for these fluctuations and better reflect the underlying cash generating ability of our business across cycles.

While metrics such as EBITDA or profit provide a view of a companys financial performance, they exclude elements like capital expenditure and working capital requirements, both of which influence cash generation. Our marketplace model is capital-efficient because of low capital expenditure and a negative working capital cycle. However, a portion of the cash generated is required to meet obligations such as payments to sellers, logistics partners, and other operating expenses. We monitor LTM FCF closely and consider it in our decision making processes. Decisions such as investments into marketing, technology and fixed assets are evaluated through the lens of their impact on FCF generation in the long term.

Principal Factors Affecting our Financial Condition and Results of Operations Growth in NMV

Key factors that affect NMV include: (i) our growing Annual Transacting User base and (ii) frequency of purchases on our platform, each explained below:

Annual Transacting Users: Our NMV growth depends on our ability to increase Annual Transacting Users on Meesho. We offer consumers a value proposition centred around affordability and accessibility Annual Transacting Users through a wide assortment of products on Meesho.

million Our discovery led, personalized feeds and Content

Order Frequency: The frequency with which consumers place orders on our platform is a key component of NMV growth. Higher purchase frequency indicates deeper consumer engagement and

Commerce helps consumers explore products relevant to them. For further details, refer to "Our Business - Our Stakeholders - Consumers" on page 303. As more consumers transact on Meesho, order volumes increase, attracting more sellers thus expanding product assortment available on Meesho. This strengthens the overall value proposition for consumers, creating selfreinforcing flywheels that drive growth in Annual Transacting Users. For further details, refer to "Our Strengths - Our platform is built on multiple scaled self-reinforcing flywheels. " on page 314.

growing platform stickiness. As consumers become more familiar and engaged with our platform, we see an increase in their transaction frequency on our platform. Our Order Frequency has increased from 7.51 in Fiscal 2023 to 8.62 in Fiscal 2024 to 9.23 in Fiscal 2025, and was 9.49 in the last twelve months period ended June 30, 2025. Our ability to increase transaction frequency depends on (a) improving the affordability and (b) improving assortment of products available on Meesho, while making the consumer experience engaging and seamless.

Affordability of products: We are focused on providing ‘Everyday Low Prices for consumers, enabling them to find low priced products on Meesho without having to rely on promotions. This is enabled by (i)

our zero commission model for sellers, which reduces average cost charged to sellers on Meesho, (ii) low-cost order fulfilment enabled by our scale and Valmo, and (iii) a technology- first operating model that enables us to reduce costs and increase efficiency as we scale. For further details, refer to "Our Strengths - Delivering ‘everyday low prices for consumers" on page 319. Sellers are able to offer competitive prices for products on Meesho which may not have been economically viable to be sold online earlier. In turn, this encourages consumers to make frequent purchases and across multiple categories.

Our ability to continually reduce the cost for sellers and in turn enabling them to reduce prices of their products on Meesho is in part reflected in the reducing Average Order Value (AOV) on Meesho. While the AOV has decreased, the number of Placed Orders has grown at a CAGR of 33.82% from Fiscals 2023 to 2025.

Assortment of products: Our platform has a large and diverse seller base, including first time e-

commerce sellers, and we host a wide assortment of products, including unbranded products, regional brands and national brands. The wide assortment of products on Meesho addresses the broader consumer preference in India including any regional preferences. As more sellers list on our platform, choices are enhanced. For more details, see "Our Business - Our Stakeholders - Sellers" starting on page 308. Our Annual Transacting Sellers increased in Fiscal 2025 from Fiscal 2024, reflecting the continued adoption of our platform by sellers across India. The number of sellers had declined in Fiscal 2024, due to delisting of accounts identified as misusing the platform, in line with our Trust and Safety initiatives. For further details, see "Our Business - Trust and Safety on page 333.

As a result of the above factors, NMV from our Marketplace grew at a CAGR of 24.87% between Fiscals 2023 and 2025 (as shown in the chart below). For the three months period ended June 30, 2025 NMV from our Marketplace grew 36.16% compared to the corresponding preceding period last year. This growth was driven by an increase in the number of Annual Transacting Users and frequency of the purchases by consumers on Meesho. This in turn led to an increase in delivered orders reflecting our ability to successfully fulfil consumer demand:

Our Contribution Margin - Marketplace

Contribution margin is a key measure used to evaluate our unit economics and overall financial performance of the marketplace business. Contribution margin is primarily influenced by two factors: (i) the monetization of our platform through services offered to sellers, and (ii) optimisation of cost directly attributable to Placed Orders as we scale.

Monetization of our platform: Our Revenue from operations - Marketplace primarily includes revenue earned from services we provide to sellers such as order fulfilment service for delivery and return pickup, advertisements and seller insights. Revenue from operations - Marketplace has increased year on year as shown in the adjacent chart.

The number of sellers on Meesho are a function of the consumer base and average cost charged to sellers. Our platform continues to attract an increasing number of sellers, driven by our large consumer base and the low average cost charged to sellers. We remain focused on driving operational efficiencies to further reduce platform costs, and we proactively pass on these savings to sellers by lowering the cost charged to them.

Accordingly, while our revenue has increased, we have reduced our order fulfilment fees to sellers over the years, leading to a decline in the average cost charged to sellers and making low-cost products economically viable. By lowering the cost charged to sellers, we are able to host a wide range of low priced products, thereby improving product accessibility for consumers. For further details, refer to "Our Strengths - Our platform is built on multiple scaled self-reinforcing flywheels" on page 314. The reduction in reported Segment revenue - Marketplace per Placed order for three months period ended June 30, 2025 is also driven by the change in contractual model where certain last mile logistics partners provide services directly to sellers for order fulfillment fees, which are paid by sellers directly to logistics partners during the Pilot period.

Cost directly attributable to Placed Orders: Our technology-first operations, scale of business and

efficient logistics offers low-cost order fulfilment to sellers on Meesho. Our costs directly attributable to Placed Orders have reduced from ?50.45 per Placed Order in Fiscal 2023 to ?43.08 per Placed Order in Fiscal 2025, and was ?37.70 in the three months period ended June 30, 2025. This reduction is driven by scale benefits, enhanced operational efficiencies and scaling up of Valmo. This has enabled us to reduce the order fulfilment charges to our sellers enabling them to sell a wider and lower priced assortment of products through Meesho. The reduction in reported cost directly attributable per Placed order for three months period ended June 30, 2025 is also driven by the change in contractual model where certain last mile logistics partners provide services directly to sellers for order fulfillment fees, which are paid by sellers directly to logistics partners during the Pilot period.

Accordingly, our Contribution Margin - Marketplace increased as shown below:

Our Contribution Margin - Marketplace increased from ?5,658.63 million in Fiscal 2023 to ?13,031.95 million in Fiscal 2024. The increase in Contribution Margin - Marketplace in Fiscal 2024 was primarily driven by an increase in our Segment revenue - Marketplace in Fiscal 2024 and optimisation of cost directly attributable to Placed Orders. This optimisation of costs was driven by (i) launch of Valmo, which accounted for 19.55% of total Shipped Orders in Fiscal 2024, (ii) an increase in the share of prepaid Shipped Orders from 11.29% in Fiscal 2023 to 14.61% in Fiscal 2024 and (iii) our trust and safety initiatives that identified and acted against participants that misuse our platform led to an increase in successful product deliveries, thereby reducing cost of delivery failures. We shared a minor portion of these cost efficiencies with sellers by reducing the cost for successful sale in Fiscal 2024.

Our Contribution Margin - Marketplace increased from ?13,031.95 million in Fiscal 2024 to ?14,836.50 million in Fiscal 2025. This growth was driven by an increase in our Revenue from operations - Marketplace in Fiscal 2025. Consistent with our strategy to reduce the average cost charged to sellers, we lowered our order fulfilment fees to our sellers in Fiscal 2025. This reduction was enabled by passing on to sellers a part of the cost efficiencies realized in Fiscal 2024, along with a part of the incremental cost efficiencies in Fiscal 2025, during which our cost directly attributable to Placed Orders decreased from ?47.03 to ?43.08. The primary drivers of this improvement were the scale up of Valmo which handled 48.08% of Shipped Orders in Fiscal 2025 from 19.55% in Fiscal 2024, and an increase in the share of prepaid Shipped Orders from 14.61% in Fiscal 2024 to 23.05% in Fiscal 2025. Accordingly, our Contribution Margin from our Marketplace as a percentage of NMV from our Marketplace decreased

marginally from 5.61% in Fiscal 2024 to 4.95% in Fiscal 2025, and from 17.12% in Fiscal 2024 to 15.81% in Fiscal 2025 as a percentage of Segment revenue - Marketplace, due to reduction of order fulfilment fees to sellers. This decline reflects a timing difference between the realization of operational efficiencies and the pass-through of these benefits to sellers. This aligns with our strategic priority to lower the average cost charged to sellers and drive deeper engagement.

Our Contribution Margin - Marketplace was ?3,842.67 million in the three months period ended June 30, 2025 and 4.43% as a percentage of NMV from our marketplace and 15.36% as percentage of Segment revenue - Marketplace. This was driven by reduction in order fulfillment fees charged to the sellers reflecting the pass-through of cost efficiencies realized during Fiscal 2025 and the three months ended period June 30, 2025. The reduction aligns with our broader strategy of progressively lowering the average cost to sellers while enabling a wider assortment of low-priced products, thereby enhancing affordability and accessibility for consumers

For more details, see "Our Strategies - Deepen our ability to make e-commerce affordable and accessible" on page 326. We expect to undertake similar adjustments in future periods, as we continue to optimize our operations and further expand long term value for the seller ecosystem.

Cost and Capital efficiency of our platform

We operate as an asset-light platform with limited capital outlay. Our platform-based model enables us to drive growth without owning inventory, investing in warehousing infrastructure or fixed logistics assets. As we scale, we benefit from operating leverage, with fixed costs expected to decline as a percentage of NMV over time. We also continue to focus on cost optimization across key functions while expanding platform capabilities.

Cost efficiencies of our platform: With increasing order volumes, fixed costs decline as a percentage of NMV from our Marketplace. As a result, we continue to realize gains across key expense categories including Advertising and sales promotion expenses, Server and software tools expenses and Employee benefits expenses, which are primarily in the nature of fixed costs. The overall fixed costs as percentage of NMV from our Marketplace and the key expense categories contributing to fixed costs are illustrated in the chart below:

We continue to invest across multiple stages of our growth to further enhance scalability and strengthen our flywheels, with a focus on driving sustainable, long-term value creation. For the three months period ended June 30, 2025, our Advertising and Sales Promotion expenses and Server and Software Tools expenses, as a percentage of NMV from our Marketplace, increased compared to Fiscal 2025. This increase reflects our continued investments in growth initiatives aimed at expanding our user and seller base, improving platform efficiency, and supporting long-term business scalability.

By enabling digital transactions among our stakeholders, we leverage the existing capacity and capabilities of market participants through technology instead of building end-to-end operations ourselves. This approach minimizes capital outlay while allowing us to scale rapidly and maintain healthy unit economics. Over time, we have seen an increase in absolute LTM FCF and improving free cash flow conversion as a percentage of NMV. Please see "Our Business - Ability to scale in a capital-efficient manner on page 321.

Our LTM FCF improved from f(23,363.68) million in Fiscal 2023 to f1,995.63 million in Fiscal 2024, f5,912.36 million in Fiscal 2025, supported by growth in NMV, marketplace revenue and a decline in overall costs due to operational efficiencies. Our Net cash flows (used in)/ from operating activities as per Ind AS 7, Statement of Cash flows in the three months period ended June 30, 2025, and Fiscals 2023, 2024 and 2025 was f(12,684.94) million, f(23,081.91) million, f2,202.00 million and f5,393.70 million, respectively. Additionally, our asset light approach, with minimal capital expenditure and a negative working capital cycle, supports strong cash flow generation. Our Net Working Capital Days of our marketplace improved from negative 18 days in Fiscal 2023 to negative 19 days in the three months period ended June 30, 2025 of NMV. FCF improvement was also aided by the one time utilization of previously accumulated input tax credit in Fiscal 2024 and Fiscal 2025. Our input tax credit balance, which stood at f3,482.54 million in Fiscal 2023, declined to f1,813.34 million in Fiscal 2024 and f1,780.43 million was utilized in Fiscal 2025, enabled by an increase in output tax liability resulting from higher volumes of completed orders and fulfilment services. This translated into a cumulative GST credit realization of f3,449.63 million, f1,669.20 million in Fiscal 2024 and f1,780.43 million in Fiscal 2025), further enhancing LTM FCF.

Our platform is cash flow positive, enabling us to experiment and strategically invest in New Initiatives. We take a disciplined, capital-efficient approach towards launching and scaling New Initiatives. Through these initiatives, we experiment with new opportunities, assess product market fit, scalability, and unit economics before scaling.

We have a demonstrated record of incubating high impact New Initiatives like Valmo and content commerce and scaling them into integral parts of our core business. We continue to invest prudently in multiple initiatives. Current initiatives include a platform where regulated partners offer financial services to our stakeholders and a low cost local logistics network focused on daily essentials. See " Our Strategies - Drive innovation through Horizon 2 Initiatives" on page 327.

The following charts provide a snapshot of our performance over the three months period ended June 30, 2025, and Fiscals 2023, 2024 and 2025:

Snapshot of our financial performance - Fiscal 2023

? billion ( ) % of NMV from our Marketplace

Snapshot of our financial performance - Fiscal 2025

? billion % of NMV from our Marketplace

(f in million, except percentages)

Particulars Three months period ended June 30, Fiscal

2025 2025 2024 2023

Adjusted EBITDA - Marketplace (1,484.41) (1,166.65) (1,491.61) (15,989.90)

% of NMV - Marketplace (1.71%) (0.39%) (0.64%) (8.31%)

Add: Employee benefit expense, not directly attributable to Placed Orders 1,127.66 4,394.38 4,361.57 5,523.10

Add: Other expenses, not directly attributable to Placed Orders 4,199.42 11,608.77 10,161.99 16,125.43

Contribution Margin - Marketplace 3,842.67 14,836.50 13,031.95 5,658.63

% of NMV - Marketplace 4.43% 4.95% 5.61% 2.94%

(f in million, except percentages)

Particulars Fiscal

2025 2024 2023

Cash flows from/ (used in) operating activities 5,759.93 2,331.07 (22,983.71)

Less: Purchase of property, plant and equipment, intangible assets and intangible assets under development (including payable towards capital goods) (228.97) (352.47) (379.97)

Add: Cash Flow towards Exceptional items 381.40 17.03 -

LTM FCF 5,912.36 1,995.63 (23,363.68)

LTM FCF as % NMV - Marketplace 1.97% 0.86% (12.15%)

Add: Interest income on bank deposits, bonds, certificate of deposits and commercial papers 2,599.57 2,007.15 958.87

Add: Interest income on security deposits 4.48 4.80 0.98

Add: Gain on sale of current investments (net) 643.06 289.09 514.08

Add: Gain on liquidation of a subsidiary - 4.07 -

Add: Net gain on disposal of property, plant and equipment - 1.69 -

Add: Fair value gain on investments at fair value through profit and loss 1,156.05 14.33 114.81

Add: Exchange differences relating to disposal of a foreign subsidiary 4.46 - -

LTM FCFE 10,319.98 4,316.76 (21,774.94)

LTM FCFE as % NMV - Marketplace 3.44% 1.86% (11.32%)

Principal Components of Results of Operations Results of Operations

The following table sets forth select financial data for the period/years indicated the components of which are also expressed as a percentage of total income for such period/years.

(f in million, except percentages)

Three months period ended June 30, Fiscal

Particulars 2025 2025 2024 2023

? in million % of total ? in million % of total ? in million % of ? in million % of

income income total total

income income

Income

Revenue from operations 25,038.66 95.21 93,899.03 94.84 76,151.48 96.89 57,345.19 97.23

Other income 1,260.92 4.79 5,109.98 5.16 2,440.94 3.11 1,631.72 2.77

Total income 26,299.58 100.00 99,009.01 100.00 78,592.42 100.00 58,976.91 100.00

Expenses

Employee benefits expense 2,072.61 7.88 8,481.81 8.57 7,577.03 9.64 7,282.50 12.35

Finance costs 14.46 0.05 68.95 0.07 63.72 0.08 13.39 0.02

Depreciation and amortisation 79.80 0.30 340.27 0.34 581.10 0.74 300.36 0.51

expense

Other expenses 25,609.58 97.38 91,202.27 92.12 73,515.90 93.54 68,099.68 115.47

Total expenses 27,776.45 105.62 100,093.30 101.10 81,737.75 104.00 75,695.93 128.35

Restated loss

before exceptional items and tax (1,476.87) (5.62) (1,084.29) (1.10) (3,145.33) (4.00) (16,719.02) (28.35)

Exceptional items (924.05) (3.51) (13,464.34) (13.60) (131.08) (0.17) - -

Tax expense

Current tax 414.03 1.57 - - - - - -

Current tax on account of business combination 78.63 0.30 24,868.42 25.12 - - - -

Deferred tax - - - - - - - -

Total tax expense 492.66 1.87 24,868.42 25.12 - - - -

Three months period ended June 30, Fiscal

Particulars 2025 2025 2024 2023

? in million % of total income ? in million % of total income ? in million % of total income ? in million % of total income

Restated loss for the period/year (2,893.58) (11.00) (39,417.05) (39.81) (3,276.41) (4.17) (16,719.02) (28.35)

Othercomprehensive (loss)/income for the period/ year (net of tax) (4.97) (0.02) (36.55) (0.04) 40.11 0.05 1,077.28 1.83

Restated total comprehensive (loss)/income for (2,898.55) (11.02) (39,453.60) (39.85) (3,236.30) (4.12) (15,641.74) (26.52)

the period/year (net of tax)

We have two reported segments as per Ind AS 108, Operating Segments, namely Marketplace and New Initiatives. The table below shows our revenue by segment for the period/years indicated:

(f in million, except percentages)

Three months period ended June 30, Fiscal

2025 2025 2024 2023

Particulars % of Revenue from operations % of Revenue from operation s % of Revenue from operations % of Revenu e from operati ons

Segment revenue - Marketplace 25,024.87 99.94(1) 93,858.74 99.96(1) 76,137.44 99.98(1) 57,337.27 99.99(1)

Segment revenue - New Initiatives 13.79 0.06(2) 40.29 0.04(2) 14.04 0.02(2) 7.92 0.01<2>

Revenue from operations 25,038.66 100.00 93,899.03 100.00 76,151.48 100.00 57,345.19 100.00

(1) Calculated by dividing Segment revenue - Marketplace by Revenue from operations.

(2) Calculated by dividing Segment revenue - New Initiatives by Revenue from operations.

Three months period ended June 30, 2025 Income

Our Revenue from operations was ?25,038.66 million in the three months period ended June 30, 2025, which primarily included our Segment revenue - Marketplace of ?25,024.87 million. In the three months period ended June 30, 2025, the key factors that affected our revenue were increase in Placed Orders and increase in the number of sellers on our platform.

The reduction in reported Segment revenue - Marketplace per Placed order for three months period ended June 30, 2025 is also attributed to a shift in the contractual model. During the Pilot phase, certain last-mile logistics partners began providing services directly to sellers, with fulfillment fees paid by sellers directly to those partners.Our Other income was f1,260.92 million in the three months period ended June 30, 2025 which primarily included interest income from bank deposits, bonds, certificate of deposits and commercial papers, and Fair value gain on investments at fair value through profit and loss.

Expenses

Employee benefits expense: Our Employee benefits expense was f2,072.61 million in the three months period ended June 30, 2025 which primarily included Salaries, wages and bonus of f1,528.57 million and Employee share based payment expense of f474.88 million.

Finance costs: Our Finance costs was f14.46 million in the three months period ended June 30, 2025 which included Interest on lease liabilities and interest on dues to micro and small enterprises.

Depreciation and amortisation expense: Our Depreciation and amortisation expense was f79.80 million in the three months period ended June 30, 2025 and includes depreciation on property, plant and equipment, amortisation of intangible assets and Depreciation on right-of-use assets

Other expenses: Our Other expenses was f25,609.58 million in the three months period ended June 30, 2025 and primarily included the following expenses:

• Logistics and fulfilment expense:

Our Logistics and fulfilment expense of f19,553.44 million which primarily related to payments made to logistics partners.

• Advertising and sales promotion expenses:

Our Advertising and sales promotion expenses of f2,389.99 million which primarily related to consumer acquisition and retention related spending, along with payments made to content creators under our content commerce initiatives.

• Server and software tools expenses:

Our Server and software tools expenses of f 1,913.03 million which primarily related to costs to maintain and develop our technology, including investments to support the deployment of our AI initiatives.

• Contracted manpower:

Our Contracted manpower expenses of f308.35 million which primarily related to expenses for our off roll employees, undertaken to support the expansion of our seller base, enhance seller support, and strengthen consumer support services.

Exceptional Items

We incurred a one time exceptional cost in the three months period ended June 30,2025 of f924.05 million that related to costs incurred primarily for the reorganisation of our Company.

Tax expense

We had a current tax expense of f 414.03 million and current tax on account of business combination of f78.63 million in three months period ended June 30, 2025 for the reorganization of the Company.

Restated loss for the period

As a result of the foregoing, our Restated loss for the period was ?2,893.58 million in the three months period ended June 30, 2025.

Fiscal 2025 compared to Fiscal 2024

Income

Our Revenue from operations increased by 23.31% to ?93,899.03 million in Fiscal 2025 from ?76,151.48 million in Fiscal 2024, primarily due to an increase in our Segment revenue - Marketplace. Our Segment revenue - Marketplace increased due to an increase in revenue earned from sellers with an increase in the number of Placed Orders and increase in the number of services availed by sellers. Our revenue growth was lower than our order growth as we passed on the benefits of lower costs on our platform to our sellers. This decline reflects a timing difference between the realization of operational efficiencies and the pass-through of these benefits to sellers. This aligns with our strategic priority to lower the costs charged to sellers and drive deeper engagement

Our Other income increased by 109.34% to ?5,109.98 million in Fiscal 2025 from ?2,440.94 million in Fiscal 2024, primarily due to an increase in interest income from bank deposits, bonds, certificate of deposits and commercial papers, and increase in Fair value gain on investments at fair value through profit and loss.

Expenses

Employee benefits expense: Our Employee benefits expense increased by 11.94% to ?8,481.81 million in Fiscal 2025 from ?7,577.03 million in Fiscal 2024, primarily due to an increase in Salaries, wages and bonus. This increase was primarily due to an increase in the total number of full-time employees from 1,326 as of March 31,2024 to 1,656 as of March 31,2025 to support the growth in our business. As a result, Employee share based payment expense also increased to ?3,199.68 million in Fiscal 2025 from ?2,529.81 million in Fiscal 2024.

Finance costs: Our Finance costs increased by 8.21% to ?68.95 million in Fiscal 2025 from ?63.72 million in Fiscal 2024, primarily due to an increase in Interest on lease liabilities and interest expense.

Depreciation and amortisation expense: Our Depreciation and amortisation expense decreased by 41.44% to ?340.27 million in Fiscal 2025 from ?581.10 million in Fiscal 2024, primarily due to a decrease in Amortisation of intangible assets.

Other expenses: Our Other expenses increased by 24.06% to ?91,202.27 million in Fiscal 2025 from ?73,515.90 million in Fiscal 2024, primarily due to an increase in the following expenses:

• Logistics and fulfilment expense:

Our Logistics and fulfilment expense increased by 24.05% to ?73,520.77 million in Fiscal 2025 from ?59,268.38 million in Fiscal 2024, due to the increase in the number of Placed Orders, resulting in an increase in payments made to logistics partners.

• Advertising and sales promotion expenses:

Our Advertising and sales promotion expenses increased by 40.06% to ?6,435.26 million in Fiscal 2025 from ?4,594.60 million in Fiscal 2024. This increase was primarily driven by an increase in consumer acquisition and retention related spending, along with increased payments made to content creators under our content commerce initiatives.

• Server and software tools expenses:

Our Server and software tools expenses increased by 7.28% to ?6,195.61 million in Fiscal 2025 from ?5,775.14 million in Fiscal 2024 primarily due to increase in costs to maintain and develop our technology, including investments to support the deployment of our AI initiatives.

• Contracted manpower:

Our Contracted manpower expenses increased by 32.01% to ?1,050.12 million in Fiscal 2025 from ?795.49 million in Fiscal 2024, primarily due to an increase in our count of off roll employees, undertaken to support the expansion of our seller base, enhance seller support, and strengthen consumer support services.

• Communication expenses:

Our Communication expenses which includes call centre and messaging costs, increased by 9.00% to ?2,266.76 million in Fiscal 2025 from ?2,079.67 million in Fiscal 2024, primarily due an increase in the number of Placed Orders and related support services provided.

Exceptional Items

We incurred a one time exceptional cost in Fiscal 2025 of ?13,464.34 million that related to costs incurred primarily for the reorganisation of our Company, incremental expense on modification of the share based plan, accelerated charge upon vesting of existing options and perquisite tax paid by the Company on behalf of the Promoters. See "History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years" on page 356.

Tax expense

We incurred a one time tax expense - Current tax on account of business combination of ?24,868.42 million in Fiscal 2025 for the reorganization of the Company. See "History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years" on page 356.

Restated loss for the year

As a result of the foregoing and primarily due to a one time exceptional costs incurred in Fiscal 2025, our Restated loss for the year increased by 1,103.06% to ?39,417.05 million in Fiscal 2025 from a loss of ?3,276.41 million in Fiscal 2024.

Fiscal 2024 compared to Fiscal 2023

Income

Our Revenue from operations increased by 32.79% to ?76,151.48 million in Fiscal 2024 from ?57,345.19 million in Fiscal 2023, primarily due to an increase in our Segment revenue - Marketplace. Our Segment revenue - Marketplace increased due to an increase in revenue earned from sellers with an increase in the number of Placed Orders and increase in adoption of services to sellers.

Our Other income increased by 49.59% to ?2,440.94 million in Fiscal 2024 from ?1,631.72 million in Fiscal 2023, primarily due to an increase in Interest income on bank deposits, bonds, certificate of deposits and commercial papers.

Expenses

Employee benefits expense: Our Employee benefits expense increased by 4.04% to ?7,577.03 million in Fiscal 2024 from ?7,282.50 million in Fiscal 2023, primarily due to an increase in Employee share based payment expense. This increase was partially offset by a decrease in our Salaries, wages and bonus with a decrease in our full-time employee headcount from 1,710 as of March 31,2023 to 1,326 as of March 31,2024 in line with our strategies to bring efficiencies in our operations.

Finance costs: Our Finance costs increased by 375.88% to ?63.72 million in Fiscal 2024 from ?13.39 million in Fiscal 2023, primarily due to increase in Interest on lease liabilities for the new office space that we leased in Fiscal 2024. See "Our Business - Our Properties" on page 338 for more details.

Depreciation and amortisation expense: Our depreciation and amortisation expense increased by 93.47% to ?581.10 million in Fiscal 2024 from ?300.36 million in Fiscal 2023, primarily due to increase in Amortisation of intangible assets and increase in Depreciation on right-of-use assets.

Other expenses: Our Other expenses increased by 7.95% to ?73,515.90 million in Fiscal 2024 from ?68,099.68 million in Fiscal 2023, primarily due to an increase in the following expenses:

• Logistics and fulfilment expense:

Our logistics and fulfilment expense increased by 23.05% to ?59,268.38 million in Fiscal 2024 from ?48,167.87 million in Fiscal 2023, due to the increase in the number of Placed Orders resulting in an increase in payments made to logistics partners.

• Server and software tools expenses:

Our Server and software tools expenses increased by 1.77% to ?5,775.14 million in Fiscal 2024 from ?5,674.74 million in Fiscal 2023 primarily due to increase in costs to maintain and develop our technology, including investments to support the deployment of our AI initiatives.

This increase was partially offset by a decrease in:

• Advertising and sales promotion expenses:

Our Advertising and sales promotion expenses decreased by 50.48% to ?4,594.60 million in Fiscal 2024 from ?9,278.00 million in Fiscal 2023, primarily due to decreased spending on brand marketing performance in line with our strategies to bring efficiencies in our operations.

• Communication expenses:

Our communication expenses decreased by 7.02% to ?2,079.67 million in Fiscal 2024 from ?2,236.59 million in Fiscal 2023 in line with our strategies to bring efficiencies in our operations.

• Contracted manpower:

Our Contracted manpower expenses decreased by 12.15% to ?795.49 million in Fiscal 2024 from ?905.54 million in Fiscal 2023, in line with our focus of improving operational efficiency and automation of manual flows.

Exceptional Item: We incurred Exceptional items in Fiscal 2024 of ?131.08 million primarily for professional and consultancy expenses we incurred for the reorganisation.

Restated Loss for the Year: As a result of the foregoing factors, our Restated loss for Fiscal 2024 decreased by 80.40% to ?3,276.41 million in Fiscal 2024 from ?16,719.02 million in Fiscal 2023.

Non-GAAP Financial Measures

In addition to our results determined in accordance with Ind AS, we believe the following non-GAAP measures are useful to investors in evaluating our operating performance. We use the following non- GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively with financial measures prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with Ind AS.

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with Ind AS. Non-GAAP financial information may be different from similarly titled non-GAAP measures used by other companies. The principal limitation of these non- GAAP financial measures is that they exclude significant expenses and income that are required by Ind AS to be recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of judgement by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. A reconciliation is provided below for each non-GAAP financial measure to the most directly comparable financial measure prepared in accordance with Ind AS. Investors are encouraged to review the related Ind AS financial measures and the reconciliation of non-GAAP financial measures to their most directly identifiable Ind AS financial measures included below and to not rely on any single financial measure to evaluate our business.

See "Risk Factors - We track certain operational and non-GAAP measures with internal systems and tools. Certain of our operational measures are subject to inherent challenges in measurement and any real or perceived inaccuracies in such measures may adversely affect our business and reputation" on page 115.

EBITDA and Adjusted EBITDA

EBITDA is calculated as Restated loss for the period/year plus (i) Finance costs, (ii) Total tax expense, and (iii) Depreciation and amortisation expense for the given period/year.

Adjusted EBITDA is calculated as EBITDA plus (i) Employee share based payment expense, (ii) Exceptional items, and (iii) Fair value loss on derivative instruments at fair value through profit or loss, less (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) Interest on income tax refund, (vi) Net gain on disposal of property, plant and equipment, (vii) Fair value gain on derivative instruments at fair value through profit or loss, (viii) Fair value gain on investments at fair value through profit and loss, and (ix) Exchange differences relating to disposal of a foreign subsidiary.

Reconciliation from Restated loss for the period/year to EBITDA and Adjusted EBITDA

(f in million)

Particulars Three months period ended June 30 Fiscal

2025 2025 2024 2023

Restated loss for the period/year (A) (2,893.58) (39,417.05) (3,276.41) (16,719.02)

Add:

Total tax expense 492.66 24,868.42 - -

Depreciation and amortisation expense 79.80 340.27 581.10 300.36

Finance costs 14.46 68.95 63.72 13.39

Subtotal (B) 586.92 25,277.64 644.82 313.75

EBITDA (C ) = (A+B) (2,306.66) (14,139.41) (2,631.59) (16,405.27)

Add:

Employee share based payment expense 474.88 3,199.68 2,529.81 1,060.00

Exceptional items 924.05 13,464.34 131.08 -

Fair value loss on derivative instruments at fair value through profit or loss 271.77 - - -

Subtotal (D) 1,670.70 16,664.02 2,660.89 1,060.00

Less:

Interest income on bank deposits, bonds, certificate of deposits and commercial papers (384.76) (2,599.57) (2,007.15) (958.87)

Interest income on security deposits (117) (4.48) (4.80) (0.98)

Gain on sale of current investments (net) (449.42) (643.06) (289.09) (514.08)

Gain on liquidation of a subsidiary - - (4.07) -

Interest on income tax refund - (11.61) (9.70) (3.32)

Net gain on disposal of property, - - (169) -

plant and equipment

Particulars Three months period ended June 30 Fiscal

2025 2025 2024 2023

Fair value gain on derivative instruments at fair value through profit or loss - (301.29) - -

Fair value gain on investments at fair value through profit and loss (203.22) (1,156.05) (14.33) (114.81)

Exchange differences relating to disposal of a foreign subsidiary - (4.46) - -

Subtotal (E ) (1,038.57) (4,720.52) (2,330.83) (1,592.06)

Adjusted EBITDA (F) = (C+D+E) (1,674.53) (2,195.91) (2,301.53) (16,937.33)

Net Worth, Net Asset Value per share and Return on Net Worth (%)

Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, writeback of depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations. Accordingly, we have calculated Net Worth as aggregate of the Equity share capital, Share pending issuance, Instruments entirely equity in nature, Share based payment reserve, Securities premium and Retained earnings.

Net Asset Value per share is Net Worth at the end of the period/year divided by Number of shares outstanding at the end of the period/year. Number of shares outstanding at the end of the period/year is an aggregate of number of equity shares, compulsory convertible preference shares, equity shares pending issuance, compulsory convertible preference shares pending issuance and vested employee stock options outstanding at the end of the period/year. In accordance with the principles of Ind AS 33, solely for the purpose of reflecting the impact of the bonus issue, the Net Asset Value per share for all periods presented above has been adjusted to account for the bonus issue of Equity Shares in the ratio of 47.2509 Equity Shares for every 1 Equity Share held, undertaken pursuant to the resolution passed by the Board on May 31,2025, and the resolution passed by the Shareholders on the same date.

Return on Net Worth (%) is calculated as Restated loss for the period/year divided by the Net Worth at the end of the period/year.

Reconciliation of Net Worth, Net Asset Value per share and Return on Net Worth (%)

R in million, unless otherwise stated)

Particulars As at and for the three months period ended June 30, As at and for the Fiscal ended March 31,

2025 2025 2024 2023

Equity share capital (A) 1,947.50 2.72 0.00 0.00

Share pending issuance (B) - 3,977.38 3,541.40 3,541.40

Instruments entirely equity in nature (C) 2,182.75 - - -

Share based payment reserve (D) 4,309.39 4,315.24 5,762.04 3,550.41

Securities premium (E) 111,274.03 110,917.40 77,859.83 77,859.83

Retained earnings (F) (106,492.58) (103,593.97) (64,146.90) (59,468.50)

Net Worth (G)= (A+B+C+D+E+F) 13,221.09 15,618.77 23,016.37 25,483.14

Number of shares outstanding at the end of the period/year (H) 4,247,164,379 4,240,146,244 3,771,589,748 3,771,911,844

Net Asset Value per share (I) = (G/H) (?) 3.11 3.68 6.10 6.76

Restated loss for the period/year (J) (2,893.58) (39,417.05) (3,276.41) (16,719.02)

Return on Net Worth (%) (K) = (J/G) ? (21.89)% (252.37)% (14.24)% (65.61)%

(A) Not annualised for the three months period ended June 30, 2025.

Liquidity and Capital Resources

We typically meet our liquidity requirements through cash flows from operations, equity infusions from shareholders and borrowings. As of June 30, 2025, we had ??38,584.87 million in Investments, ?1,665.37 million in Cash and cash equivalents, ?1,342.25 million in Bank balances other than cash and cash equivalents, ?32.49 million in Loans and ?15,019.49 million in Other financial assets under current assets.

To execute on our strategic initiatives to continue to expand our offerings and our businesses, we may incur operating losses and generate negative cash flows in the future, and as a result, we may require additional capital resources.

Further, we may need to incur expenses to pay for the tax liabilities arising due to the Reorganization. Specifically, we have a provision for tax - Tax payable on account of business combination of ?24,868.42 million in Fiscal 2025. See "History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation, any revaluation of assets, etc. in the last 10 years" on page 356; also see "Risk Factors - In Fiscal 2025

we undertook a strategic reorganization of our Company. Such reorganizations resulted in, and may result in, significant costs in the future" on page 96.

We believe our existing cash, cash equivalents, balance in bank deposits, investments in mutual funds and proceeds from the Offer, along with the available current borrowings, will be sufficient to meet our needs for at least the next 12 months and beyond. Our future capital requirements will depend on many factors, including, but not limited for consumer acquisition, increasing our seller base, increasing assortment of products on Meesho, investing in our technology and Horizon 2 Initiatives, among others. We may finance our capital requirements through equity, debt, or a combination thereof. See "Risk Factors - We may require additional capital to support the growth of our business and this capital might not be available on acceptable terms, if at all" on page 111.

Cash Flows

The table below summarises the statement of cash flows for the period/years indicated:

(f in million)

Particulars Three months period ended June 30, Fiscal

2025 2025 2024 2023

Net cash flows (used in)/from operating activities (12,684.94) 5,393.70 2,202.00 (23,081.91)

Net cash flows from/(used in) investing activities 12,923.31 (26,352.50) (1,656.19) 4,983.81

Net cash (used in)/from flows financing activities (44.85) 21,052.58 (114.17) (118.07)

Cash and cash equivalents at end of the period/year 1,665.37 1,470.58 1,403.88 965.46

Operating Activities

Our net cash flows used in operating activities for the three months period ended June 30, 2025 was ?12,684.94 million, while our operating loss before working capital changes was ?2,564.68 million. Our changes in working capital for the three months period ended June 30, 2025 were primarily due to a decrease in other financial liabilities of ?4,003.36 million, a decrease in other liabilities and provisions of ?6,315.20 million, an increase in trade payables of ?861.59 million, a decrease in other financial assets of ?612.04 million and an increase in other assets of ?98.77 million.

Our net cash flows from operating activities for Fiscal 2025 was ?5,393.70 million, while our operating loss before working capital changes was ?10,011.83 million. Our changes in working capital for Fiscal 2025 were primarily due to an increase in other financial liabilities of ?5,836.56 million, increase in trade payables of ?1,970.03 million, an increase in other liabilities and provisions of ?7,928.43 million and a decrease in other assets of ?1,781.78 million. This was partially offset by an increase in other financial assets of ?1,541.46 million.

Our net cash flows from operating activities for Fiscal 2024 was ?2,202.00 million, while our operating loss before working capital changes was ?2,387.70 million. Changes in working capital for Fiscal 2024 were primarily due to decrease in other assets of ?2,819.84 million and an increase in other financial liabilities of ?2,703.50 million. This was partially offset by an increase in other financial assets of ?1,220.57 million.

Our net cash flows used in operating activities for Fiscal 2023 was ?23,081.91 million, while our operating loss before working capital changes was ?16,675.60 million. Our changes in working capital for Fiscal 2023 were primarily due to a decrease in trade payables of ?4,897.39. million, a decrease in other financial liabilities of ?2,803.35 million and an increase in other assets of ?1,758.51 million. This was partially offset by a decrease in other financial assets of ?3,467.28 million.

Investing Activities

Our net cash flows from investing activities for the three months period ending June 30, 2025 was ?12,923.31 million, which primarily consisted of proceeds from sale of investments of ?80,745.77 million, redemption of fixed deposits of ?3,552.59 million and interest received of ?249.43 million. This was partially offset by purchase of investments of ?68,809.21 million and investment in fixed deposits of ?2,760.27 million and purchase of property, plant and equipment, intangible assets and intangible assets under development (including payable towards capital goods) of ?55.00 million.

Our net cash flows used in investing activities for Fiscal 2025 was ?26,352.50 million, which primarily consisted of purchase of investments of ?170,777.37 million and investment in fixed deposits of ?5,070.72 million. This was partially offset by proceeds from sale of investments of ?130,200.67 million, redemption of fixed deposits of ?16,479.50 million and interest received of ?3,044.39 million.

Our net cash flows used in investing activities for Fiscal 2024 was ?1,656.19 million, which primarily consisted of purchase of investments of ?100,610.71 million and investment in fixed deposits of ?19,641.47 million. This was partially offset by proceeds from sale of investments of ?116,984.40 million and redemption of fixed deposits of ?1,411.20 million.

Our net cash flows from investing activities for Fiscal 2023 was ?4,983.81 million, which primarily consisted of proceeds from sale of investments of ?130,699.54 million and redemption of fixed deposits of ?21,622.10 million. This was partially offset by purchase of investments of ?141,418.05 million and investment in fixed deposits of ?6,429.70 million.

Financing Activities

Our Net cash flows from financing activities for the three months period ending June 30, 2025 was ?44.85 million which primarily included payment of principal and interest portion of lease liabilities of ?49.50 million which is offset by Proceeds from issue of share capital (including securities premium) of ?4.65 million

Our Net cash flows from financing activities for Fiscal 2025 was ?21,052.58 million which primarily included Proceeds from issue of share capital (including securities premium) of ?22,965.74 million. This was partially offset by Payment of principal portion of lease liabilities of ?140.05 million and Cancellation and settlement of employee stock options of ?1,716.24 million.

Our Net cash flows used in financing activities for Fiscal 2024 was ?114.17 million which primarily included Payment of interest portion of lease liabilities of ?57.72 million and Payment of principal portion of lease liabilities of ?56.45 million.

Our Net cash flows used in financing activities for Fiscal 2023 was ?118.07 million which primarily included Payment of principal portion of lease liabilities of ?102.16 million.

Capital Expenditures

In the three months period ended June 30, 2025, and Fiscals 2025, 2024 and 2023, our cash outflow towards Purchase of property, plant and equipment, intangible assets and intangible assets under development (including payable towards capital goods) were ?55.00 million, ?228.97 million, ?352.47 million and ?379.97 million, respectively.

Contractual Obligations

The table below sets forth our contractual obligations with definitive payment terms as of June 30, 2025. These obligations primarily relate to our Trade payables, Lease liabilities and Other financial liabilities.

(f in million)

Particulars Less than 1 year Within 1-5 years Total

Non-derivative financial liabilities

Trade payables 11,365.62 - 11,365.62

Lease liabilities 203.87 404.47 608.34

Other financial liabilities 8,944.58 - 8,944.58

Total 20,514.07 404.47 20,918.54

Contingent Liabilities

The following table sets forth the principal components of our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets as of June 30, 2025. These liabilities relate to disputes and litigations.

(f in million)

Particulars As of June 30, 2025

Claims against the Group not acknowledged as debts:

GST dispute 142.91

Landowner dispute 72.00

Vendor litigation 1,168.70

Income tax dispute 5,720.69

The contingent liabilities above primarily relate to an ongoing dispute with AWS; and certain tax disputes. In particular, during Fiscal 2025, the Income Tax Authorities disputed certain allowances claimed by our Company and made additions to the taxable income declared for assessment year 20222023. Consequently, a demand of ?5,720.69 million was raised, along with a show-cause notice for initiation of penalty proceedings under Sections 274 and 270A of the Income-tax Act, 1961. For further details, see "Our Litigation and Material Developments - Litigation involving our Company - Litigation filed against our Company - Other material proceedings" on page 523 and "Our Litigation and Material Developments - Tax claims involving our Company, Directors, Subsidiaries and Promoters - Details of material tax claims involving our Company on page 529.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

Related Party Transactions

We enter into various transactions with related parties. For further information see "Other Financial Information - Related Party Transactions" on page 470.

Seasonality

Our operations are impacted by seasonality. See "Risk Factors - Seasonality, occasions and holidays may cause fluctuations in our sales and results of operations" on page 103 for further details.

Significant Economic Changes

Other than as described elsewhere in this UDRHP-I, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations.

Unusual or Infrequent Events of Transactions

Except as described in this UDRHP-I, there have been no other events or transactions that may be described as "unusual" or "infrequent".

Known Trends or Uncertainties

Our business has been affected and we expect will continue to be affected by the trends identified above in the heading titled "—Principal Factors Affecting Our Financial Condition and Results of Operations" and the uncertainties described in the section titled "Risk Factors" beginning on pages 474 and 80, respectively. Except as described or anticipated in this UDRHP-I, there are no known factors which we expect will have a material adverse impact on our revenues or income from continuing operations.

Future Relationship Between Cost and Income

Other than as described elsewhere in this UDRHP-I, there are no known factors that might affect the future relationship between costs and revenues.

Quantitative and Qualitative Disclosures about Market Risks

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or consumer contract, leading to a financial loss. Financial instruments that are subject to credit risk and concentration thereof principally consist of (i) trade receivables, (ii) marketplace receivables and other financial assets, (iii) financial guarantee contracts and (iv) Investments, cash and cash equivalents and bank balances.

Liquidity risk

Liquidity risk is the risk that we encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, as far as possible, that we will have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. Our principal sources of liquidity are cash and cash equivalents, investments and the cash flow that is generated from operations. We also monitor the level of expected cash inflows on trade receivables and other financial assets together with expected cash outflows on trade payables and other financial liabilities.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of three types of risks: interest rate risk, price risk and currency risk. Financial instruments affected by market risk include trade receivable/payable, other financial assets and liabilities.

• Interest rate risk is the risk that the fair value or future cash flows of our financial instruments will fluctuate because of changes in market interest rates. Our investments are predominantly held in mutual funds, bonds and bank deposits. Investment in bank deposits and bonds are measured at amortised cost and are fixed interest rate bearing instruments and hence not subject to interest rate volatility. We also invest in mutual fund schemes of leading fund houses, such investments are susceptible to market interest risks which may impact the return and value of such investments. However, given the relatively short tenure of underlying portfolio of the mutual fund schemes in which we have invested, such risk is not significant. Since the mutual fund investments are in debt funds, the price risk is effectively the interest rate risk.

• Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Our exposure to foreign currency risk at the end of the reporting period expressed in Indian rupees. Our exposure to foreign currency risk is not significant. However, this is closely monitored by the management to decide on the requirement of hedging.

Significant Developments after June 30, 2025 that may affect our future results of operations

No circumstances have arisen since the date of the Restated Consolidated Financial Information as disclosed in this UDRHP-I which materially and adversely affect or are likely to affect our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve months.

Material Accounting Policies Current versus non-current classification

We present assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:

• Expected to be realised or intended to be sold or consumed in normal operating cycle;

• Held primarily for the purpose of trading;

• Expected to be realised within twelve months after the reporting period/year; or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period/year.

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in normal operating cycle;

• It is held primarily for the purpose of trading;

• It is due to be settled within twelve months after the reporting period/year; or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period/year.

We classify all other liabilities as non-current.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. We have identified twelve months as our operating cycle.

Common control business combinations

Common control business combination refers to a business combination involving entities in which all the combining entities are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory. Business combinations involving entities or businesses under common control have been accounted for using the pooling of interest method.

The assets and liabilities of the combining entities are reflected at their carrying amounts. No adjustments have been made to reflect fair values, or to recognise any new assets or liabilities. Adjustments are made only to harmonise accounting policies

The financial information in respect of prior periods have been restated as if the business combination had occurred from the beginning of the earliest period presented in the Restated Consolidated Financial Information, irrespective of the actual date of the combination. However, if business combination had occurred after that date, the prior period information has been restated only from that date.

The difference, if any, between the purchase consideration paid either in the form of share capital or cash or other assets and the amount of net assets of the entities acquired is transferred to capital reserve in case of credit balance and Amalgamation adjustment deficit account in case of debit balance and presented separately from other reserves within equity. The nature and purpose of such reserve is disclosed in the notes.

Property, plant and equipment

Recognition, measurement and de-recognition

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses, if any.

Cost of an item of property, plant and equipment comprises its purchase price, including freight, duties and non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Subsequent expenditures are capitalized, only when it is probable that future economic benefits associated with the expenditure will flow to us and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the Restated Consolidated Summary Statement of Profit and Loss during the reporting period in which they are incurred.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

Depreciation

Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual value over their estimated useful lives using the straight-line method and is generally recognised in Restated Consolidated Summary Statement of Profit and Loss. Depreciation on additions / disposals is provided on a pro-rata basis i.e. from / up to the date on which asset is ready for use / disposed.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Asset Category Useful lives estimated by the management (years) Useful lives as per Schedule II of the Act (years)

Furniture & Fixtures 10 10

Computers & Servers 3-6 3-6

Office Equipment 2-10 5

Vehicles 4 6-8

Improvements to leasehold buildings not owned by us are amortized over the lease period or estimated useful life of such improvements, whichever is lower.

Depreciation method, useful lives and residual values are reviewed at each financial period/year-end and adjusted if appropriate.

Based on the technical assessment made by technical expert and management estimate, we depreciate certain items of office equipment and vehicles over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. We believe that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

On transition to Ind AS, we have elected to continue with the carrying value of all property, plant and equipment and measured as per the previous GAAP and use that carrying value as the deemed cost of property, plant and equipment.

Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses, if any. Internally generated intangibles, excluding capitalised development costs,

are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognised in the Restated Consolidated Summary Statement of Profit and Loss unless such expenditure forms part of carrying value of another asset.

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Restated Consolidated Summary Statement of Profit and Loss when the asset is derecognised.

Research and development costs

Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when we can demonstrate:

• The technical feasibility of completing the intangible asset so that the asset will be available for use or sale

• Our intention to complete and our ability and intention to use or sell the asset

• How the asset will generate future economic benefits

• The availability of resources to complete the asset

• The ability to measure reliably the expenditure during development

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is complete, and the asset is available for use. It is amortised over the period of expected future benefit. Amortisation expense is recognised in the Restated Consolidated Summary Statement of Profit and Loss unless such expenditure forms part of carrying value of another asset. During the period of development, the asset is tested for impairment annually.

Intangible assets (including intangible assets acquired on business combination) are amortised on a straight-line basis over the estimated useful economic life i.e. 3 years. All Intangible assets are assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period/year and the amortisation method for an intangible asset with a useful life are reviewed at least at the end of each reporting period/year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period/year or method, as appropriate, and are treated as changes in accounting estimates.

On transition to Ind AS, we have elected to continue with the carrying value of all intangible assets measured as per the previous GAAP and use that carrying value as the deemed cost of intangible assets.

Leases

We assess at contract inception whether a contract is or contains a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

As a Lessee: We apply a single recognition and measurement approach for all leases, except for shortterm leases and leases of low-value assets. We recognise lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

Right-of-use assets: We recognise right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, i.e., 5 years.

If ownership of the right-of-use asset transfers to us at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. The right-of-use assets are also subject to impairment. Refer to the accounting policy on Impairment of non-financial assets below.

Lease Liabilities: At the commencement date of the lease, we recognize lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by us and payments of penalties for terminating the lease, if the lease term reflects we are exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, we use our incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

Short-term leases and leases of low-value assets: We apply the short-term lease recognition exemption to our short-term leases of machinery and equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). We also apply the lease of low-value assets recognition exemption to leases of office equipment that are considered to be of low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

• Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.

• The classification of financial assets at initial recognition depends on the financial assets contractual cash flow characteristics and our business model for managing them.

• A financial asset (unless it is a trade receivable without a significant financing component) is initially measured at fair value plus or minus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

• In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPI) on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

• Our business model for managing financial assets refers to how we manage our financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.

Subsequent Measurement

For purposes of subsequent measurement, financial assets are classified in below categories

(i) Financial assets at Amortized cost

(ii) Financial assets at fair value through profit and loss (FVTPL)

Financial assets at Amortized cost

A ‘financial asset is measured at the amortised cost if both the following conditions are met:

• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

Financial assets that are held within a business whose objective is to hold these assets in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding are measured at amortized cost using effective interest rate (EIR) method. The EIR amortisation is recognised as finance income in the Restated Consolidated Summary Statement of Profit and Loss.

The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in the Restated Consolidated Summary Statement of Profit and

Loss. Any gain or loss on derecognition is recognised in the Restated Consolidated Summary Statement of Profit and Loss.

Financial assets at fair value through profit and loss (FVTPL)

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in the Restated Consolidated Summary Statement of Profit and Loss.

This category includes listed equity investments which we had not irrevocably elected to classify at fair value through OCI.

Derecognition of financial assets: A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:

• The rights to receive cash flows from the asset have expired, or

• We have transferred our rights to receive cash flows from the asset; and either (a) We have transferred substantially all the risks and rewards of the asset, or (b) We have neither transferred nor retained substantially all the risks and rewards of the asset, but have transferred control of the asset.

Financial liabilities

• Initial recognition and measurement:

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or amortised cost, as appropriate. Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Our financial liabilities include trade and other payables.

• Subsequent measurement:

For purposes of subsequent measurement, all financial liabilities except financial liabilities held for trading, derivative financial liabilities and financial liabilities designated upon initial recognition as at fair value through profit or loss are measured at amortised cost.

Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

• Financial guarantee contracts

Financial guarantee contracts issued by us are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of

Ind AS 109 and the amount recognised less, when appropriate, the cumulative amount of income recognised in accordance with the principles of Ind AS 115.

• Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in Restated Consolidated Summary Statement of Profit and Loss.

Reclassification of financial assets/financial liabilities

We determine classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. Our senior management determines change in the business model as a result of external or internal changes which are significant to our operations. Such changes are evident to external parties. A change in the business model occurs when we either begin or cease to perform an activity that is significant to our operations. If we reclassify financial assets, we apply the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. We do not restate any previously recognised gains, losses (including impairment gains or losses) or interest.

The following table shows various reclassification and how they are accounted for:

Originalclassification Revised classification Accounting treatment

Amortised cost FVTPL Fair value is measured at reclassification date. Difference between previous amortized cost and fair value is recognised in profit or loss.

FVTPL Amortised Cost Fair value at reclassification date becomes its new gross carrying amount. EIR is calculated based on the new gross carrying amount.

Amortised cost FVTOCI Fair value is measured at reclassification date. Difference between previous amortised cost and fair value is recognised in OCI. No change in EIR due to reclassification.

FVTOCI Amortised cost Fair value at reclassification date becomes its new amortised cost carrying amount. However, cumulative gain or loss in OCI is adjusted against fair value. Consequently, the asset is measured as if it had always been measured at amortised cost.

FVTPL FVTOCI Fair value at reclassification date becomes its new carrying amount. No other adjustment is required.

Offsetting of financial assets and financial liabilities

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, we currently have a legally enforceable right to set off the amounts and we intend either to settle them on a net basis or realise the asset and settle the liability simultaneously.

Derivative financial instruments

Initial recognition and subsequent measurement

We use derivative financial instruments, such as forward currency contracts to hedge our foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

The purchase contracts that meet the definition of a derivative under Ind AS 109 are recognised in the Restated Consolidated Summary Statement of Profit and Loss. Commodity contracts that are entered into and continue to be held for the purpose of the receipt or delivery of a non-financial item in accordance with our expected purchase, sale or usage requirements are held at cost.

Any gains or losses arising from changes in the fair value of derivatives are taken directly to profit or loss, except for the effective portion of cash flow hedges, which is recognised in OCI and later reclassified to profit or loss when the hedge item affects profit or loss or treated as basis adjustment if a hedged forecast transaction subsequently results in the recognition of a non-financial asset or nonfinancial liability.

Impairment

A number of our accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability.

The principal or the most advantageous market must be accessible by us. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest.

Originalclassification Revised classification Accounting treatment

FVTOCI FVTPL Assets continue to be measured at fair value. Cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss the reclassification date.

A fair value measurement of a non-financial asset takes into account a market participants ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

We use valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the Restated Consolidated Summary Statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

We have set policies and procedures for both recurring and non-recurring fair value measurement of financial assets, which includes valuation techniques and inputs to use for each case.

For fair value disclosures, we have determined classes of assets and liabilities based on the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

This note summarises accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.

• Disclosures for valuation methods, significant estimates and assumptions

• Quantitative disclosures of fair value measurement hierarchy

• Financial instruments (including those carried at amortised cost)

Impairment Financial assets

We assess on a forward-looking basis, the expected credit losses associated with our financial assets carried at amortised cost for e.g., debt securities, deposits, trade receivables and bank balances. The impairment methodology applied for financial assets except trade receivables depends on whether there has been a significant increase in credit risk and if so, assess the need to provide for the same in the Restated Consolidated Summary Statement of Profit and Loss.

We follow ‘simplified approach for recognition of impairment loss allowance on trade receivables. The application of simplified approach does not require us to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime expected credit losses (ECL) at each reporting date, right from its initial recognition.

In respect of other financial assets (eg.: debt securities, deposits, bank balances etc), we generally invest in instruments with high credit rating and consequently low credit risk. In the unlikely event that the credit risk increases significantly from inception of investment, lifetime ECL is used for recognising impairment loss on such assets.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. ECL is the difference between all contractual cash flows that are due to us

in accordance with the contract and all the cash flows that we expect to receive (i.e., all cash shortfalls), discounted at the original Effective Interest Rate (EIR). When estimating the cash flows, we are required to consider all contractual terms of the financial instrument over the expected life of the financial instrument.

ECL impairment loss allowance (or reversal) recognised during the period is recognised as income/expense in the Restated Consolidated Summary Statement of Profit and Loss. This amount is reflected under the head ‘other expenses in the Restated Consolidated Summary Statement of Profit and Loss.

The Balance Sheet presentation for various financial instruments is described below:

Financial assets measured at amortised cost and trade receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the Balance Sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, we do not reduce impairment allowance from the gross carrying amount.

For assessing increase in credit risk and impairment loss, we combine financial instruments based on shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis. In addition, we consider that there has been a significant increase in credit risk when contractual payments are more than 30 days past due.

We consider a financial asset in default when contractual payments are 90 days past due. However, in certain cases, we may also consider a financial asset to be in default when internal or external information indicates that we are unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by us. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Non-financial assets

Non-financial assets are tested for impairment events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the assets carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an assets fair value less cost of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or group of assets (cash-generating units). Impairment loss of non-financial assets, if any are recognised in the Restated Consolidated Summary Statement of Profit and Loss.

Revenue recognition

Revenue from contracts with customers

We generate revenue from online delivery of goods, display of advertisements on the platform, Assurance services and other platform services. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated towards that performance obligation. The transaction price of goods sold, and services rendered is net of any taxes collected from sellers, which is remitted to government authorities and variable consideration on account of discounts and schemes offered by us. The transaction price is an amount

of consideration to which the entity expects to be entitled in exchange for transferring promised goods or services.

Where performance obligation is satisfied at a point in time, we recognize revenue when the seller obtains control of promised services in the contract. Revenue is recognised net of any taxes collected from sellers, which are remitted to governmental authorities.

Revenue recognition for the various revenue streams is as follows:

Shipping Income

Revenue derived from operating the marketplace is recognised based on the terms of the contracts with sellers on our platform. Revenue is recognised at a point in time upon the delivery of goods from the seller to the end consumer or upon the delivery of the returned product to the seller. Revenue from contracts with sellers is recognised when control of the goods or services are transferred to the end consumer at an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue also excludes any amounts collected on behalf of sellers or any third parties including taxes or duties collected on behalf of the government. As there is no credit period given to the sellers, there is no financing component in the contract.

There are 2 different types of Shipping Income:

• Forward Shipping income is a stream of revenue generated from shipping charges recovered from sellers upon successful delivery of goods. The amount of Forward Shipping Income is determined based on factors including product weights, delivery zones and the chosen mode of payment. Shipping charges reflect the logistical and operational costs associated with transporting goods to their destinations.

• Return shipping income is a stream of revenue that is recovered from the seller in case the product is returned or exchanged by the end consumer. Return shipping fees are recognised upon the delivery of the returned product to the seller. The amount of Reverse Shipping Income is determined based on factors including product weights, delivery zones, Logistics Carrier, etc.

We manage shipping services through our logistics platform - Valmo and third party logistics services providers. For deliveries using Valmo, until March 15, 2025, we charged order shipping income from sellers and paid appropriate costs to the logistics partners for all stages of deliveries i.e. first mile, mid mile and last mile delivery services. We consider ourselves to be a principal in this arrangement and recognise revenue on a gross basis as the fulfilment of the order is the primary responsibility of us.

Effective 15 March 2025, we have transitioned to a model wherein if the sellers opt for deliveries through Valmo, then with regard to the last mile delivery services the sellers are responsible with regard to the payment of logistics fees pertaining to such last mile delivery and we merely act as a facilitator connecting delivery partners with the merchants. We consider ourselves to be an agent in this arrangement and recognise revenue accordingly.

Mall fees

Mall Fees consist of commission, forward shipping charges and reverse shipping charges recovered from the sellers. Commission is charged as a percentage of the sale price for each successful transaction made through the mall platform. Forward shipping charges and reverse shipping charges represent revenue generated from shipping charges recovered from sellers upon successful delivery of goods.

Advertisement revenue

Advertisement revenue is derived principally from the display of online advertisements which is run on the platform. Revenue from advertising is recognised based on the number of clicks on our online platform. Due to the short nature of the credit period given to consumers, there is no financing component in the contract.

Return and RTO Assurance Program

The Return and RTO Assurance Program is a stream of revenue designed to offer sellers a way to manage and control their return percentages effectively by offering financial predictability and protection against unforeseen return-related expenses. The fee charged is a percentage of the sale revenue and is recognised at a point in time.

Discounts to Platform end consumers

We provide order related discounts to the end consumers to promote transactions on our platform. For all transactions we are not responsible to provide any services to these platform end consumers or do not receive consideration from the platform end consumers. Thereby, we do not consider the consumer as a customer and hence the discounts extended to these platform users are recorded as expenses.

Commission Income

We recognize interest income on an accrual basis over the period of the loan arrangement with nonbanking financial companies (NBFCs), provided there is no significant uncertainty regarding its collectability. The income is measured at the agreed share of the interest earned by the NBFC from loans extended to sellers who are operating on the e-commerce platform. We earn a share of the interest on these loans, which is recognised as Sale of services under Revenue from operations in the Restated Consolidated Summary Statement of Profit and Loss.

We review interest receivables from NBFC arrangements periodically to assess recoverability. If there is significant uncertainty regarding the collectability of accrued interest income, a provision is created, in line with prudent accounting practices. The provision for non-recoverable interest is charged to the Restated Consolidated Summary Statement of Profit and Loss under Provision for expected credit losses.

Other income

Interest income is recognised using the effective interest method. Effective interest is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial asset. Interest income is included in other income in the Restated Consolidated Summary Statement of Profit and Loss. Other income primarily comprises interest income on fixed deposits, certificate of deposits and changes in fair value and gains/(losses) on disposal of financial instruments classified as FVTPL.

Foreign currency transactions

• Functional and presentation currency:

Items included in the Restated Consolidated Summary Statements are measured using the currency of the primary economic environment in which we operate (the functional currency). The Restated Consolidated Summary Statements are presented in Indian Rupee (Rs.). For each entity we determine the functional currency and items included in the Restated

Consolidated Summary Statements of each entity are measured using that functional currency. All amounts have been rounded-off to two decimal places to the nearest millions, unless otherwise indicated.

• Transactions and balances:

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at period/year end exchange rates are generally recognised in profit or loss. Exchange differences arising on monetary items that forms part of a reporting entitys net investment in a foreign operation are recognised in profit or loss in the separate financial statements of the reporting entity or the individual financial statements of the foreign operation, as appropriate. In the financial statements that include the foreign operation and the reporting entity, such exchange differences are recognised initially in OCI. These exchange differences are reclassified from equity to profit or loss on disposal of the net investment.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

• assets and liabilities are translated at the closing rate at the date of that balance sheet

• income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the dates of the transactions), and

• all resulting exchange differences are recognised in other comprehensive income.

Income taxes

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to an item recognised directly in equity or in other comprehensive income.

Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities in accordance with the Income-tax Act, 1961 enacted in India. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date. Current income tax relating to items recognised outside the Restated Consolidated Summary Statement of Profit and Loss is recognised outside the Restated Consolidated Summary Statement of Profit and Loss (either in OCI or in equity in correlation to the underlying transaction). We periodically evaluate whether it is probable that the relevant taxation authority would accept an uncertain tax treatment that we have used or plan to use in our income tax filings, including with respect to situations in which applicable tax regulations are subject to interpretation and establish provisions, where appropriate. We shall reflect the effect of uncertainty for each uncertain tax treatment by using

either the most likely method or expected value method, depending on which method predicts better resolution of the treatment.

Advance taxes and provisions for current income taxes are presented in the balance sheet after offsetting advance tax paid and current tax provision arising in the same tax jurisdiction and where the relevant tax paying units intend to settle the asset and liability on a net basis.

Deferred tax

Deferred tax is provided on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax liabilities and assets are recognised for all taxable temporary differences and deductible temporary differences, except:

• when the deferred tax liability arises from the initial recognition of goodwill or when deferred tax liability or asset arises on an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and does not give rise to equal taxable and deductible temporary differences.

• in respect of taxable temporary differences and deductible temporary differences associated with investments in subsidiary and associate, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period/year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax relating to items recognised outside the Restated Consolidated Summary Statement of Profit and Loss is recognised outside the Restated Consolidated Summary Statement of Profit and Loss (either in OCI or in equity in correlation to the underlying transaction).

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.

Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reliably measured.

Provisions, Contingent Liabilities and Contingent Assets

Provisions

A provision is recognised if, as a result of a past event, we have a present obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the expenditure required to settle the present obligation at the reporting date. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the reporting date) at a pre-tax rate that reflects current market assessments of the time value of money and the risk specific to the liability. The unwinding of the discount is recognised as a finance cost. Expected future operating losses are not provided for.

Contingent Liability

Contingent liability is:

• a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or

• a present obligation that arises from past events but is not recognised because;

o it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or

o the amount of the obligation cannot be measured with sufficient reliability.

We do not recognize a contingent liability but discloses the same as per the requirements of Ind AS 37. Contingent Asset

A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by- the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. We do not recognize the contingent asset in our Restated Consolidated Summary Statements since this may result in the recognition of income that may never be realised. Where an inflow of economic benefits are probable, we disclose a brief description of the nature of contingent assets at the end of the reporting period. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and we recognize such assets.

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

Retirement and other employee benefits

Short-term employee benefits

Employee benefits payable wholly within twelve months of receiving employee services are classified as short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The undiscounted amount of short-term employee benefits to be paid in exchange for employee services is recognised as an expense as the related service is rendered by employees.

Compensated absences

The employees of our Company are entitled to compensated absences. The employees can carry forward a portion of the unutilized accumulating compensated absences and utilize it in future periods. We record an obligation for compensated absences in the period in which the employee renders the

services that increase his entitlement. The obligation is measured on the basis of an independent actuarial valuation using the Projected Unit Credit method as at the reporting date.

Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions and will have no legal or constructive obligation to pay further amounts. All eligible employees receive benefit from provident fund, which is a defined contribution plan. We make specified monthly contributions towards the Government administered provident fund scheme. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which the related services are rendered by employees.

Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. Our net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount.

We provide for gratuity, a defined benefit plan covering all eligible employees. The present value of obligation under such defined benefit plan is determined based on actuarial valuation carried at the period/year-end using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation under defined benefit plans, is based on the market yields on Government securities as at the balance sheet date having maturity periods approximating the term of the related obligation. Actuarial gains or losses are recognised immediately in the Other Comprehensive Income/(Loss).

The plan provides a lump-sum payment to eligible employees at retirement or on termination of employment based on the salary of the respective employee and the years of employment with our Company.

Actuarial gains or losses are recognised in other comprehensive income. Remeasurement comprising actuarial gains or losses are not reclassified to the Restated Consolidated Summary Statement of Profit and Loss in subsequent periods.

Employee share-based payment

The grant date fair value of equity settled share based payment awards granted to employees is recognised as compensation expenses relating to share based payments in the Restated Consolidated Summary Statement of Profit and Loss using fair value in accordance with Ind AS 102 Share Based Payment. These Employee Stock Options Scheme granted are measured by reference to the fair value of the instrument at the date of the grant. The expense is recognised in the Restated Consolidated Summary Statement of Profit and Loss with a corresponding increase in the Share based payment reserves, a component of equity. The equity instruments generally vest in a graded manner over the vesting period. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants.

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised, together with a corresponding increase in the Share based reserve, over the period/year in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-

settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period/year has expired and our best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the Restated Consolidated Summary Statement of Profit and Loss for a period/year represents the movement in cumulative expense recognised as at the beginning and end of that period/year and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of our best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction or is otherwise beneficial to the employee as measured at the date of modification.

For cancelled options, the payment made to the employee shall be accounted for as a deduction from equity, except to the extent that the payment exceeds the fair value of the equity instruments, measured at the cancellation date. Any such excess from the fair value of equity instrument shall be recognised as an expense.

Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the Restated Consolidated Summary Statement of Cash Flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts (if any) as they are considered an integral part of our cash management.

Earnings per share / loss per share

Basic earnings per share are calculated by dividing the net profit or loss for the period/year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period/year.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period/year attributable to our equity shareholders and the weighted average number of shares outstanding during the period/year are adjusted for the effects of all dilutive potential equity shares.

Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. Our Board of Directors have been identified as the chief operating decision maker.

We identify primary segments based on the dominant source, nature of risks and returns and the internal organization and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance, the analysis of geographical segments is based on the areas in which major operating divisions we operate.

Cash flow statement

Operating cash flows are reported using the indirect method, whereby profit / loss for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash from operating, investing and financing activities of our business are segregated.