Meesho Ltd

Our platform is built on multiple scaled self-reinforcing flywheels.

Our technology-first mindset with focus on AI driven solutions.

Delivering `everyday low prices` to consumers structurally.

Trusted layer among our stakeholders.

Ability to scale in a capital efficient manner.

Organisation built on culture of agility and innovation, with experienced management team.

We have incurred losses since our inception in 2015. While we were cash flow positive in the six months period ended September 30, 2024, and Fiscals 2025 and 2024, we had Restated loss before exceptional items and tax of Rs.4,332.14 million and Rs.240.38 million in the six months period ended September 30, 2025 and September 30, 2024, and Rs.1,084.29 million, Rs.3,145.33 million and Rs.16,719.02 million in Fiscals 2025, 2024 and 2023, respectively. We had negative cash flows from operating activities for the six months period ended September 30, 2025 and Fiscal 2023. If we are unable to generate adequate revenue and manage our cash flows and expenses, we may continue to incur losses.

If we fail to attract and retain consumers on our platform our business, financial condition, cash flows and results of operations may be adversely impacted.

If we fail to attract and retain sellers on our platform, our business, financial condition, cash flows and results of operations may be adversely affected.

Products sold on Meesho are delivered to consumers through third party logistics partners either through (i) Valmo, our technology platform or (ii) end-to-end logistics partners. Further, we engaged with five end-to-end logistics partners during the six months period ended September 30, 2025. Service interruptions, failures, constraints or inadequate service quality of these logistics` partners could harm our business, financial condition and prospects.

Any disruption to our technology infrastructure or system availability could impair our ability to ensure consistent platform performance and deliver uninterrupted services. Further, if we do not continue to develop our technology stack or introduce new tech enabled tools, or we are not able to keep pace with technological developments, we may not remain competitive and our business, financial condition, cash flows and results of operations could be adversely affected.

A large portion of orders on Meesho are paid using cash on delivery ("CoD"). In the six months period ended September 30, 2025 and September 30, 2024, and Fiscals 2025, 2024 and 2023, 72.00%, 78.51%, 76.95%, 85.39% and 88.71%, respectively, of Shipped Orders were on CoD basis. CoD reduces the rate of successful deliveries and increases operational inefficiencies and risks related to cash handling.

We face intense competition and if we fail to compete effectively, we may lose our market share and our business, financial condition, cash flows and results of operations may be adversely impacted.

The "Meesho" and "Valmo" brands are critical for our growth and success. Any negative publicity or harm to our brand or reputation could materially and adversely affect our business, results of operations, prospects and cash flows.

Our failure to provide adequate support services to our stakeholders could adversely impact our operations.

We have contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingent Assets, and our financial condition and cash flows could be adversely affected if any of these contingent liabilities materialise.

If we are unable to use software licensed from third parties, including open source software, our business, cash flows, results of operations and financial condition may be adversely affected.

Failure to deal effectively with any misuse of our platform or illegal activity by our stakeholders, third party service providers or our employees could harm our business and reputation and expose us to liability.

If the sellers on our platform fail to identify and effectively respond to changing consumer preferences and spending patterns in a timely manner, the demand for their products could decrease, and our revenue, cash flows and results of operations may be adversely impacted.

Any actual or perceived cybersecurity, data or privacy breach could interrupt our operations and adversely affect our reputation, brand, business, financial condition, cash flows and results of operations. Regulatory, legislative or self-regulatory/standard developments regarding privacy and data security matters could adversely affect our ability to conduct our business.

We depend on mobile operating systems for our operations and any changes to their terms and conditions could impact our operations.

Failure to protect our intellectual property rights may affect our business, cash flows and results of operations. Further, failure to identify and bring down unauthorised content posted by stakeholders on Meesho could adversely impact our reputation and business.

In Fiscal 2025 its undertook a strategic reorganization of the Company. Such reorganizations resulted in, and may result in, significant costs in the future.

If sellers fail to ensure the quality or quantity of products provided on Meesho, its business, financial condition, cash flows and results of operations could be adversely affected.

We rely on many third party service providers and contractors in connection with our business operations. Any failure by our third party service providers and contractors could have a material impact on our reputation, business, cash flows and results of operations.

Our Company, Directors, KMPs, SMPs and our Promoters are involved in outstanding legal proceedings and any adverse outcome in any of these proceedings may adversely impact our business, reputation, financial condition, cash flows and results of operations.

Its may not be able to deploy the company Net Proceeds of the Offer on time. Any such delays could impact its ability to realise the benefits of the Net Proceeds.

Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

The company started its content commerce business in Fiscal 2024 and have limited operating history in operating this business. Further, The company failure to attract and retain content partners could have an adverse impact on its business.

Sellers across Gujarat, Uttar Pradesh and Delhi constituted 15.70%, 15.87% and 13.78% of the company total Annual Transacting Seller base for the last twelve months period ended September 30, 2025. This geographic concentration exposes it to region specific risks, including potential business disruptions arising from natural disasters, regional unrest or regulatory changes, any of which could adversely impact our network, fulfilment operations and overall platform performance.

Examination report issued by the company Statutory auditors discloses certain modifications included in their auditor`s report issued on the consolidated financial statements in the fiscal years ended March 31, 2025 and 2024, and report of its Previous Auditor on the company financial statements for the year ended March 31, 2023.

Its depend on the performance of Promoters, Key Managerial Personnel, and senior management team and other qualified and skilled personnel, and if the company unable to attract, retain, and motivate these and other well qualified employees, its business could be harmed.

Seasonality, occasions and holidays may cause fluctuations in the company sales and results of operations.

The Company has historically relied on equity funding from Meesho Inc., its predecessor holding company, to finance marketing expenses, and proposes to utilise a portion of the Net Proceeds towards investment in Meesho Technologies Private Limited, Its Subsidiary ("MTPL"), for expenditure towards marketing and brand initiatives in Fiscal 2027 and Fiscal 2028. Any increased fund requirements for marketing expenses in the future may be required to be financed by the company internal accruals and/ or by availing debt.

Its may enter into related party transactions that may involve conflicts of interest, which could adversely impact the company business.

The company operate in a complex regulatory and tax environment and exercise judgment on various legal matters; inadvertent non-compliances or differing regulatory interpretations may result in penalties or affect its operations.

Any significant increase in product returns on the company platform, could cause sellers to reduce their engagement on its platform. This could cause a negative impact on the company business, financial condition and results of operations.

The company use a variety of prepaid payment mechanisms. Any failure of these payment mechanisms could impact consumers` ability to pay for their orders, which in turn could impact its business.

Certain of its Subsidiaries are focused on making investments in new businesses and have incurred losses in the six months period ended September 30, 2025 and September 30, 2024, and Fiscals 2025, 2024 and 2023. If they continue to incur losses, its may be required to continue providing financial support to them which may adversely affect the company consolidated cash flows, results of operations and financial condition.

The company has been certain instances of delays in payment of statutory dues by the Company in the past. Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on the Company`s business, financial condition, results of operation and cash flows.

The Company will not receive any proceeds from the Offer for Sale portion amounting to Rs.[*] million, and the Selling Shareholders shall be entitled to the Offer Proceeds to the extent of the Equity Shares offered by them in the Offer for Sale.

Its rely primarily on third party insurance policies to insure the company operations related risks. If its insurance coverage is inadequate, it may has an adverse effect on the company business, financial condition, and results of operations.

If the company unable to make strategic acquisitions, investments or alliances, or successfully integrate them with its business, the company business, results of operations, cash flows and financial condition could be adversely affected.

Its may utilise a portion of the Net Proceeds to undertake inorganic growth for which the target may not be identified. In the event that its Net Proceeds to be utilised towards inorganic growth initiatives are insufficient for the cost of the company proposed inorganic acquisition, its may have to seek alternative forms of funding.

A significant portion of the Net Proceeds will be invested by the Company in Meesho Technologies Private Limited for certain Objects. its cannot assure you that such investment will yield intended results.

Failure to renew its current leases or licenses or locate desirable alternatives for the company facilities could materially and adversely affect its business.

The company Promoters, Directors, Key Managerial Personnel and Senior Management have interests in the Company in addition to their remuneration and reimbursement of expenses.

Grant of ESOPs under the Employee Stock Option Plans may result in a charge to its profit and loss account and, to that extent, affect the company results of operations.

The price at which the Company has issued Equity Shares during the last one year from the date of this RHP may not be indicative of the future price.

Its may require additional capital to support the growth of the company business and this capital might not be available on acceptable terms, if at all.

Its may not be able to pay dividends in the future.

If the company unable to obtain, renew or maintain the statutory permits, approvals and licenses necessary for the operation of the company business, its business, financial condition, cash flows, results of operations and prospects could be materially and adversely affected.

Certain sections of this RHP contain information from the Redseer Report which has been exclusively commissioned and paid for by it in relation to the Offer and any reliance on such information for making an investment decision in this offering is subject to inherent risks.

The company funding requirements and proposed deployment of Net Proceeds of the Offer are based on management estimates and have not been independently appraised by a bank or a financial institution and if there are any delays or cost overruns, the company business, financial condition and results of operations may be adversely affected.

The company has not entered into any definitive arrangements to utilise certain portions of the Net Proceeds of the Offer and the costs to be incurred in relation to such Objects are based on certain proposals/ quotations and/or financial commitments.

The company track certain operational and non-GAAP measures with internal systems and tools. Certain of the company operational measures are subject to inherent challenges in measurement and any real or perceived inaccuracies in such measures may adversely affect its business and reputation.

If the company classified as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in Equity Shares may be subject to adverse U.S. federal income tax consequences.

The company not, and does not intend to become, regulated as an investment company under the U.S. Investment Company Act and related rules.