Meesho Ltd Directors Report

In terms of the requirement of Section 136 of the Act and the SEBI Listing Regulations, the Audited (Standalone and Consolidated) Financial Statements of the Company, together with the Audited Financial

There are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

iv. Internal Re-organization

The Board of Directors of the Company, at its meeting held on March 31, 2026, approved an internal re-organization of certain operational functions, which involves the transfer of certain existing operational contracts, transfer of employees, licensing of technical infrastructure on a non-exclusive basis. By segregating logistics- support and e-commerce services into distinct legal structures, the Company aims to improve service accountability and achieve long-term administrative synergies. VTPL, as a Goods Transport Agency under the GST laws, provides transportation services comprising mid-mile and last-mile logistics.

Pursuant to the above referred re-organisation of the Groups logistics business, effective April 13, 2026, the company has enabled functional specialisation and more focused management of the logistics business.

Authorized Share Capital

The Authorised Share Capital of the Company as on March 31, 2026, stood at 115,599,893,170/- (Rupees One Thousand Five Hundred Fifty-Nine Crore Ninety- Eight Lakh Ninety-Three Thousand One Hundred and Seventy Only), which increased from 1100,000,000/- (Rupees Ten Crore Only) as on March 31, 2025.

Issued, Subscribed and Paid-up Share Capital

The issued, subscribed and paid-up share capital of the Company as on March 31, 2026 is 14,564,055,196/- (Rupees Four Hundred and Fifty-Six Crore Forty Lakh Fifty-Five Thousand One Hundred and Ninety-Six Only), equity shares of face value of 1 1/- (Rupees One only) each.

During the financial year under review, changes in the paid-up share capital of the Company occurred pursuant to the following events:

a. Issue of Bonus Equity Shares

The Company allotted bonus equity shares in the ratio of 47.2509:1, i.e. 47.2509 (Forty- Seven Point Two Five Zero Nine) bonus equity shares for every one equity share held, to the existing equity shareholders of the Company. Accordingly, 4,114,359,925 (Four Hundred and Eleven crores Forty-Three lakhs Fifty Nine Thousand Nine Hundred and Twenty Five) equity shares of 11/- each were allotted as fully paid-up bonus shares.

Cancellation of Equity Shares:

Pursuant to the Scheme of Arrangement amongst Meesho, MTPL, MGPL, Meesho Inc. and their respective shareholders and creditors (‘Scheme) under Sections 230 to 232 of the Companies Act, 2013, approved by the National Company Law Tribunal, Bengaluru Bench on May 27, 2025, effective from June 21, 2025, 4,069,973,450 (Four Hundred and Six Crore Ninety-Nine Lakh Seventy-Three Thousand Four Hundred and Fifty) equity shares held by Meesho Inc. and through its nominee in the Company were cancelled.

Allotment of Equity Shares

Pursuant to the said scheme of arrangement 1,816,003,860 (One Hundred and Eighty-One Crore Sixty Lakh Three Thousand Eight Hundred and Sixty) Equity Shares of the Company were issued and allotted on a pro rata basis to the equity shareholders of Meesho Inc.

Allotment of Compulsorily Convertible Preference Shares (CCPS)

Pursuant to the said scheme of arrangement the Company allotted 2,182,749,485 (Two Hundred and Eighteen Crores Twenty-Seven Lakhs Forty- Nine Thousand Four Hundred and Eighty-Five) Compulsorily Convertible Preference Shares (‘CCPS) of 11/- each across different series (Series Seed, Series A, Series A-1, Series B, Series C, Series D-1, Series D-2, Series E, Series E-1, Series E-1A and Series F) to the erstwhile preference shareholders of Meesho Inc., as consideration other than cash pursuant to the Scheme, at a conversion ratio of 1:1 (i.e. one CCPS convertible into one equity share).

c. Conversion of Convertible Preference Shares (CCPS) into Equity Shares

Pursuant to the conversion of Compulsorily Convertible Preference Shares (‘CCPS) issued under the Scheme of Arrangement, the Company allotted 2,182,749,485 (Two Hundred and

Eighteen Crores Twenty-Seven Lakhs Forty-Nine Thousand Four Hundred and Eighty-Five) equity shares of 11/- each of the Company, fully paid- up, upon conversion of the aforesaid CCPS across different series (Series Seed, Series A, Series A-1, Series B, Series C, Series D-1, Series D-2, Series E, Series E-1, Series E-1A and Series F) at a conversion ratio of 1:1, to the respective holders thereof.

All preference shares issued by the Company have been converted into Equity Shares and the Company does not have any outstanding preference share capital as on the date of this Report.

d. Allotment of Equity Shares pursuant to Initial Public Offering (IPO)

Pursuant to the Initial Public Offering of the Company, 382,882,882 (Thirty-Eight Crores Twenty-Eight Lakhs Eighty-Two Thousand Eight Hundred and Eighty-Two) equity shares of 11/- each, fully paid-up, were allotted on December 8, 2025, by way of Fresh Issue.

e. Allotment of Equity Shares under Meesho Limited - Employee Stock Option Plan, 2024 (‘ESOP 2024 Plan)

The Company has made a fresh allotment of 50,957,752 (Five Crores Nine Lakhs Fifty Seven Thousand Seven Hundred and Fifty Two) equity shares of face value of 1 1/- each fully paid-up to the eligible employees of the Company upon exercise of vested options under the ESOP 2024 Plan. The shares so allotted rank pari-passu with the existing equity shares of the Company.

Apart from the above, there was no other change in the share capital of the Company during the financial year under review. The Company has neither issued any shares with differential voting rights as to dividend, voting or otherwise, nor issued any sweat equity shares during the financial year under review.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

As at March 31, 2026, the Companys Board comprised eight (8) members comprising two Executive Directors, four (4) Non-Executive Independent Directors including one(1) Woman Independent Director and two (2) Non- Executive Non- Independent (Nominee Directors).

The Company comprises an optimum combination of Executive, Non-Executive and Independent Directors possessing diverse experience and

expertise across various fields including business strategy, finance, governance, legal, technology, operations and management. The composition of the Board is in compliance with the provisions of the Act, and the SEBI Listing Regulations.

The details of the composition of the Board of Directors are given in the Corporate Governance Report which forms an integral part of this Annual Report.

a. Appointment

During the financial year under review, following

appointments were made by the Board of

Directors, pursuant to the approval of the

members at the Extraordinary General Meeting

(‘EGM) held on June 25, 2025.

• Mr. Mukul Arora (DIN: 01099294) was appointed as a Non Executive - Non Independent Director of the Company (Nominee of Elevation Capital V Limited), liable to retire by rotation, with effect from June 04, 2025.

• Mr. Mohit Bhatnagar (DIN: 00381741) was appointed as a Non Executive - Non Independent Director of the Company, (Nominee of Peak XV Partners Investments V), liable to retire by rotation, with effect from June 16, 2025.

• Mr. Rohit Bhagat (DIN: 02968574) was appointed and designated as Lead Independent Director of the Company, to hold office for a period of 5 Years with effect from June 16, 2025.

• Mr. Hari Shanker Bhartia (DIN: 00010499) was appointed as a Non Executive Independent Director of the Company, to hold office for a period of 5 Years with effect from June 16, 2025.

• Mr. Surojit Chatterjee (DIN: 07439364) was appointed as a Non Executive Independent Director of the Company, to hold office for a period of 5 Years with effect from June 16, 2025.

• Ms. Kimsuka Narsimhan (DIN: 02102783) was appointed as a Non Executive Independent Director of the Company, to hold office for a period of 5 Years with effect from June 22, 2025.

The Directors of the Company have confirmed that they meet the eligibility criteria prescribed under the applicable laws and regulations and are not disqualified from being appointed as Directors in terms of the provisions of Section 164 of the Act.

The Board is of the opinion that all the Independent Directors appointed during the financial year are independent of the management of the Company and fulfil the conditions specified under the Act and the SEBI Listing Regulations for their appointment as an Independent Directors. Further they possess the

requisite qualifications, experience, expertise and integrity required for the discharge of their duties and responsibilities.

b. Change in Designation

Mr. Vidit Aatrey (DIN: 07248661), who was re-appointed as a Whole-time Director of the Company with effect from November 27, 2024, for a period of five years, was redesignated as the Chairman, Managing Director and Chief Executive Officer (‘CEO) of the Company during the financial year under review with effect from June 22, 2025, for the remainder of his tenure, pursuant to the approval of the members at the Extraordinary General Meeting held on June 25, 2025.

c. Retire by Rotation

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Mukul Arora (DIN: 01099294), Non-Executive Non-Independent Director, is liable to retire by rotation, being eligible offers himself for reappointment at the ensuing 11^th Annual General Meeting (‘AGM) of the Company. Your Directors recommend his re-appointment.

The detailed profile of Mr. Mukul Arora, seeking re-appointment at the ensuing AGM as required under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 (SS-2) on General Meetings is provided separately by way of an Annexure to the Notice of the AGM which forms an integral part of this Annual Report.

KEY MANAGERIAL PERSONNEL (‘KMP)

During the financial year under review, in terms of the provisions of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the SEBI Listing Regulations, the following persons were appointed/redesignated as Key Managerial Personnel (‘KMP) of the Company:

1. Mr. Vidit Aatrey, (DIN: 07248661) redesignated as the Chairman, Managing Director and Chief Executive Officer with effect from June 22, 2025;

2. Mr. Dhiresh Bansal, appointed as Chief Financial Officer with effect from May 23, 2025; and

3. Mr. Rahul Bhardwaj, appointed as Company Secretary & Compliance Officer with effect from May 23, 2025.

INDEPENDENT DIRECTORS DECLARATION AND MEETING

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

All the Independent Directors of the Company have confirmed their registration/renewal of registration, on Independent Directors Databank and are either exempt from or have completed the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs (IICA) in accordance with the provisions of Section 150 of the Companies Act, 2013. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or any other such authority.

The Board of Directors of the Company has taken on record the declarations and confirmations submitted by the Independent Directors.

Further, in the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity, experience and proficiency in their respective fields and they fulfill the conditions specified in the regulations and are independent of the management.

Board Meetings

During the financial year under review, the Board of Directors met 26 (twenty-six) times to provide strategic oversight and navigate the Company through its transition to a publicly listed entity.

In strict adherence to the provisions of the Act and the SEBI Listing Regulations, the maximum time gap between any two consecutive Board meetings did not exceed 120 days, and the requisite quorum was consistently present at all meetings.

The details of the Board meetings and the attendance of the Directors at these meetings are given in the Corporate Governance Report which forms an integral part of this Annual Report.

Board Committees

To ensure robust corporate governance, facilitate specialized oversight, and ensure strict compliance with statutory requirements, the Board of Directors has constituted various specialized committees. These committees operate under clearly defined terms of

reference to evaluate specific business functions, oversee critical operational frameworks, and make informed decisions within the authority delegated to them by the Board.

As of March 31, 2026, the Board has constituted the following 5 (five) statutory committees as per the requirement of the Act and the SEBI Listing Regulations:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee;

• Risk Management Committee; and

• Corporate Social Responsibility Committee.

All the recommendations made by the Board Committees, including the Audit Committee, were accepted by the Board.

Details of Committees along with their terms of reference, composition, number of committee meetings held during the financial year and the attendance of individual committee members are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

Board Evaluation

The annual performance evaluation of the Board, its Committees and individual Directors was carried out in accordance with the provisions of the Act and the SEBI Listing Regulations.

Policy on Boards appointment and remuneration

The Company has in place a Nomination and Remuneration Policy in accordance with the provisions of the Act and the SEBI Listing Regulations. The Policy lays down the criteria for appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel, including criteria for determining qualifications, positive attributes, integrity, expertise, experience, diversity and independence of Directors.

During the financial year under review, the Company has also adopted a Board Diversity Policy to promote an appropriate balance of skills, experience, gender, knowledge and backgrounds on the Board. The Policy aims to ensure that the Board comprises individuals with diverse perspectives and expertise, enabling effective oversight of the Companys business, strategic direction and governance while aligning with applicable regulatory requirements and corporate governance best practices.

More details about the Nomination and Remuneration Policy is provided in the Corporate Governance Report.

During the financial year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of remuneration

to the Executive Directors and Non-Executive Independent Directors and reimbursement of expenses incurred by them for the purpose of attending the Board and Committees meetings of the Company.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:

a. In the preparation of the Annual Financial Statements for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there were no material departures;

b. the Directors had selected such accounting policies as mentioned in Notes to the Annual Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the profit of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements for the financial year ended March 31, 2026, have been prepared on a going concern basis;

e. they had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f. they had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

11. EMPLOYEE STOCK OPTION PLAN

The Company firmly believes that equity-based compensation is a critical tool to foster a culture of ownership, drive wealth creation, and attract and retain top-tier talent. To align the interests of our workforce with the long-term strategic objectives of the Company, the Company administers robust Share- Based Employee Benefit (‘SBEB) frameworks.

During the financial year 2025-26, Meesho Inc. (erstwhile holding company) merged with the Company. Meesho Inc had a separate ESOP Plan namely Meesho 2016 Stock Incentive Plan (‘Meesho Inc. ESOP Plan). Pursuant to the approved scheme of Merger, all

the options (allocated and Unallocated) under the Meesho Inc. ESOP Plan were successfully rolled over into the Companys Meesho Limited - Employee Stock Option Plan 2024 (‘ESOP 2024 Plan). To the extent of 7,533,809 options under Pool-1 , exercisable into 369,156,641 equity shares (conversion ratio of 49 equity shares for every one option) and upto 1,772,475 options under Pool-2, exercisable into 106,348,500 equity shares (conversion ratio of 60 equity shares for every one option).

In preparation for IPO the consolidated ESOP 2024 Plan was amended to ensure conformity with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEB Regulations).

Immediately, post listing, the shareholders of the Company approved the ratification of the ESOP 2024 Plan by way of passing a special resolution on February 12, 2026, in compliance with SEBI SBEB Regulations and also the Company successfully obtained the requisite in-principle approvals from the stock exchanges for the allotment and listing of equity shares corresponding to the exercise of already vested stock options.

A certificate obtained from the Secretarial Auditors, confirming that the ESOP 2024 Plan of the Company is in compliance with the SEBI SBEB Regulations will be available for electronic inspection by the Members during the ensuing AGM of the Company.

12. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (‘CSR) Committee in compliance with the provisions of Section 135 of the Companies Act, 2013. However, during the financial year under review, the Company was not required to incur CSR expenditure as it did not meet the criteria prescribed under Section 135 of the Companies Act, 2013 for mandatory CSR spending.

Details regarding the composition and terms of reference of the CSR Committee are provided in the Corporate Governance Report, which forms an Integral part of this Annual Report.

As part of its commitment towards sustainable and inclusive growth, the Company voluntarily undertook various CSR initiatives during the year. Details of such CSR activities voluntarily undertaken by the Company during the financial year are set out in Annexure 2 to this Report.

prepared in the prescribed format under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company has formulated a CSR Policy in accordance with the provisions of Section 135 of the Companies Act,

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 including the ratio of the remuneration of each Director to the median employees remuneration is annexed to this Report as Annexure - 3.

Furthermore, the statement containing the particulars of the top 10 employees in terms of remuneration drawn, as well as the employees drawing remuneration in excess of the limits prescribed under Rules 5(2) and 5(3) of the aforementioned Rules, also forms part of this Report. However, in accordance with the provisions of the first proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members excluding this detailed employee statement, which is available for inspection by the shareholders at the Registered Office of the Company during business hours on working days of the Company. Any member interested in obtaining a copy of this statement may write to the Company Secretary at cs@meesho.com.

Statutory Auditors and their Report

M/s S.R. Batliboi & Associates LLP, Chartered Accountants (FRN- 101049W/E300004) continue as the Statutory Auditors of the Company pursuant to their appointment approved by the Members at the 8^th Annual General Meeting of the Company held on October 30, 2023, to hold office until the conclusion of the 13^th Annual General Meeting of the Company to be held in the year 2028.

The Statutory Auditors have confirmed their eligibility, independence and compliance with the applicable provisions of the Companies Act, 2013. They also hold a valid Peer Review Certificate issued by the Institute of Chartered Accountants of India (ICAI).

The Statutory Auditors of the Company have issued an Audit Reports with an unmodified opinion on both the Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.The Auditors Report does not contain any qualification, reservation or adverse remark.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the

Act read with the Companies (Audit and Auditors) Rules, 2014.

In accordance with the circular dated January 7, 2026, issued by the National Financial Reporting Authority, the Board, at its meeting held on May 06, 2026, upon the recommendation of the Audit Committee and in consultation with the Statutory Auditors, approved the framework to ensure effective two-way communication between Those Charged with Governance and the Statutory Auditors.

Internal Auditors and their Report

M/s Deloitte Touche Tohmatsu India LLP, Chartered Accountants, were appointed by the Board of Directors,based on the recommendation of the Audit Committee as an Internal Auditor of the Company for a term of 2 (two) financial years i.e. Financial year 2025-26 and Financial year 2026-27 . Their mandate encompasses providing independent, objective assurance on the Companys operational frameworks, evaluating the efficacy of risk management protocols, and driving the continuous enhancement of the Companys internal financial controls and systemic processes.

The reports of the Internal Auditor are periodically reviewed by the Audit Committee. The observations and recommendations of the Internal Auditors, together with the corrective actions taken by the management, are placed before the Audit Committee for its review and oversight.

Secretarial Auditors and their Report

M/s. BMP & Co., LLP, Practicing Company Secretaries (Firm Registration No. L2017KR003200) were appointed as the Secretarial Auditors of the Company by the Members through Postal Ballot on February 12, 2026, for a term of 5 (Five) consecutive years commencing from FY2025-26 till FY2029-30.

The Secretarial Auditors have confirmed that they hold a valid Peer Review Certificate issued by the Institute of Company Secretaries of India (‘ICSI) and are not disqualified to be appointed as the Secretarial Auditors of the Company.

Secretarial Audit of Material Unlisted Subsidiaries

The Companys unlisted material subsidiaries have also undergone Secretarial Audit and the Secretarial Audit Reports of the unlisted material subsidiaries in the prescribed Form No. MR-3 are annexed to this report as Annexure - 5 and 6. Cost Audit

The provisions relating to maintenance of cost records under Section 148(1) of the Act are not applicable to the business activities carried on by the Company. Accordingly, the Company is not required to maintain cost records or appoint a Cost Auditor for the financial year ended March 31, 2026.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has implemented a framework of internal financial controls that is appropriate to the nature, scale and complexity of its business operations. These controls support efficient business processes, protection of assets, compliance with applicable laws and regulations, maintenance of accurate accounting records, and timely preparation of financial information.

The internal control framework is supported by documented policies, standard operating procedures and periodic monitoring mechanisms. The internal financial control system over financial reporting is designed to ensure that transactions are appropriately authorized, recorded and reported in a timely manner, thereby facilitating the preparation of reliable financial information in accordance with applicable accounting standards and regulatory requirements.

The Internal Auditor and Statutory Auditors as part of their audit procedures conducts regular reviews of key controls and processes, and the observations arising therefrom are reviewed by the management and the Audit Committee. The Audit Committee also periodically evaluates the adequacy and effectiveness of the internal financial control environment and oversees the implementation of corrective actions, wherever necessary.

The statutory auditors have issued an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting for the financial year ended March 31, 2026. The Company recognizes that strengthening Internal Financial Controls is a continuous process and remains committed to enhancing its control environment through process improvements, risk-based reviews and increased adoption of preventive and automated controls.

The Board periodically reviews the internal policies and processes including internal financial control systems and accordingly, the Directors Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report

(‘MD&A) for the financial year under review forms an integral part of this Annual Report. The MD&A Report has been reviewed by the Audit Committee.

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the SEBI Listing Regulations, the Company is not statutorily required to publish a Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-2026. However, the Company places immense value on sustainable value creation, responsible corporate citizenship, and transparent reporting. Driven by its proactive commitment to Environmental, Social, and Governance (ESG) principles and disclosures, the Company has voluntarily adopted the BRSR framework.

The BRSR for the financial year under review forms an integral part of this Annual Report.

GUARANTEES AND INVESTMENTS

The Company has not provided any loans during the financial year under review. Details of investment and gurantees covered under the Section 186 of the Act, are set out in the notes no. 5 and 6 to the standalone financial statements forming part of this Annual Report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review, all Related Party Transactions entered into by the Company, were approved by the Audit Committee consisting of Independent Directors and these transactions were at arms length and in the ordinary course of business. Further, the Company did not enter into any materially significant Related Party Transactions that may have had a potential conflict with the interests of the Company at large.

Further, none of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for financial year 2025-26 and hence does not form part of this Report.

The details of Related Party Transactions as required under the applicable Indian Accounting Standards are disclosed in the Notes to the Financial Statements forming an integral part of this Annual Report.

20. RISK MANAGEMENT

Meesho has a Board approved risk management framework in place. The Board has entrusted the Risk Management Committee with the responsibility of overseeing the risk management process and ensuring risks are maintained within acceptable limits.

The Risk Management Committee, under the oversight of the Board, periodically reviews the Companys risk profile, risk mitigation measures and internal control systems. Key risks, including strategic, operational, financial, regulatory, cybersecurity and business

continuity risks, are monitored and managed through appropriate policies, processes and control mechanisms.

The Companys risk management framework is designed to effectively identify, assess, mitigate, report and review critical risks that may impact the achievement of the Companys objectives or threaten its existence. A risk register is maintained and periodically updated to ensure that risks are tracked and mitigated effectively. With a focus on governance, transparency and agility, Meesho remains committed to strengthening its risk culture and safeguarding stakeholder interests while pursuing sustainable growth.

(A) Conservation of Energy

(B) Technology Absorption

(C) Foreign Exchange Earnings and Outgo

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Meesho is committed to providing a safe, inclusive, and respectful work environment, free from any form of harassment, intimidation, or discrimination. In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the rules made thereunder, the Company has adopted a Prevention of Sexual Harassment (POSH) Policy applicable to all employees, including permanent, contractual, temporary employees, trainees, and interns, across all locations.

The Company has constituted an Internal Committee (ICC) as mandated under the POSH Act. The IC is presided over by a senior woman employee and comprise members drawn from within the Company along with external member with relevant expertise in handling matters relating to sexual harassment. The ICC is responsible for receiving, investigating, and resolving complaints in an objective, time-bound, and confidential manner, ensuring fairness to all parties involved and appropriate action where warranted.

While the POSH Act is intended to protect women employees, Meeshos policy applies uniformly to complaints of sexual harassment involving any employee, irrespective of gender.

The Company also conducts regular awareness and sensitisation programmes. Undergoing POSH training/certification is mandatory for all employees to strengthen awareness of the policy and reporting mechanisms. During the financial year under review, 4 (four) such workshops/awareness programs were conducted.

The details of complaints received and disposed of during the financial year under review are as under:

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism through its Whistle Blower Policy to provide Directors, employees, customers, partners, delivery executives, and other stakeholders with an avenue to report genuine concerns relating to unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct or any other misconduct.

The Policy provides adequate safeguards against victimisation and also provides for direct access to the Chairperson of the Audit Committee in appropriate cases.

The Audit Committee oversees the functioning of the Vigil Mechanism and periodically reviews complaints received and actions taken thereon. During the financial year under review, the Company received 10 whistleblower complaints at whistleblower@meesho.com. all of which were investigated and closed.

Subsequent to the year under review, the Company further strengthened its whistleblower framework by implementing an independent third-party platform for administration and management of complaints, thereby enhancing transparency, confidentiality, and effectiveness of the reporting and investigation process.

The details of complaints received / disposed / pending during the financial year ended March 31, 2026, are as under:

A. Annual Return of the Company

B. Deposits

During the financial year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 (the ‘Act) read with the Companies (Acceptance of Deposits) Rules, 2014 framed thereunder.

C. Dividend

During the financial year under review, the Board has not recommended any dividend.

D. Amount transferred to reserves

During the financial year under review, the Company has not transferred any amount to the reserves.

E. Significant and material orders passed by Regulators or Courts

There were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

F. Details of one-time settlement while taking loan from the banks or financial institutions along with the reasons thereof

During the financial year under review, the Company has not entered into any one-time settlement with any Bank or Financial Institution. Accordingly, disclosure relating to the difference between the amount of valuation done at the time of one-time settlement and the valuation done while availing the loan, along with the reasons thereof, is not applicable.

G. Compliance with Secretarial Standards

In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e., SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly complied with.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Secretarial Compliance Report for the financial year ended March 31, 2026 issued by the Secretarial Auditor has been submitted to the Stock Exchanges within the prescribed timelines.

H. Transfer to Investor Education and Protection Fund

There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the financial year ended March 31, 2026.

I. Proceedings under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, no proceedings were initiated/pending against the Company under the Insolvency and Bankruptcy Code, 2016.

J. Compliance with the provisions of the Maternity Benefit Act, 1961

The Company has complied with the Maternity Benefit Act, 1961, together with all applicable amendments and rules framed thereunder.

All eligible women employees receive the benefits prescribed under the Act, including paid maternity leave, nursing breaks, and protection against dismissal during the maternity period.

The Company makes no distinction on the grounds of maternity in recruitment or in any condition of service.

HR policies and systems are in place to give effect to both the letter and the intent of the legislation, reflecting the Companys commitment to a safe, inclusive, and supportive workplace for women employees.

K. The employee wise bifurcation as on the closure of the financial year has detailed in the Business Responsibility & Sustainability Reporting (‘BRSR)

L. Disclosure under Foreign Exchange Management Act, 1999

During the financial year under review, the Company has complied with the applicable provisions of the Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 in relation to its downstream investments in Indian entities.

Further, the Company has also reported all downstream investments to the Reserve Bank of India in accordance with the applicable regulatory requirements.

APPRECIATION

As we reflect on a milestone year, your Board of Directors takes this opportunity to place on record its deep appreciation for the unwavering support, guidance, and cooperation extended by the Companys banking partners, business associates, consultants, and various governmental and regulatory authorities throughout the financial year.

Most importantly, the Directors wish to express their profound gratitude to our shareholders. We are deeply thankful for the immense trust, confidence, and steadfast support you have reposed in the Company. Your continued belief in the Companys vision fuels our commitment to drive sustainable growth and long-term value creation.