Meesho Limited: CRISIL Ratings Submits IPO Fund Utilisation Monitoring Report for Quarter Ended March 31, 2026

Meesho Limited, the Bengaluru-based e-commerce company, has submitted the Monitoring Agency Report issued by CRISIL Ratings Limited for the quarter ended March 31, 2026, in compliance with Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Regulation 41(4) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The report details the utilisation and application of funds raised through the company's Initial Public Offer (IPO) and was filed with the stock exchanges on May 06, 2026.

IPO Issue Details

The company conducted its IPO during December 03, 2025, to December 05, 2025, raising gross proceeds of Rs 42,500.00 million through a fresh issue of equity shares. During the quarter ended March 31, 2026, the net proceeds were revised upward from Rs 40,878.30 million to Rs 41,004.90 million, as actual issue expenses were lower than estimated by Rs 126.60 million, with the difference added to General Corporate Purposes (GCP). The following table summarises the issue proceeds:

Particulars: Amount (Rs. million) Gross Proceeds: 42,500.00 Less: Issue Expenses: 1,495.10 Net Proceeds: 41,004.90

Object-wise Cost and Fund Utilisation

The net proceeds are earmarked across four primary objects. The monitoring agency confirmed no revision in the cost of three objects, while the allocation for inorganic growth and GCP was revised upward from Rs 11,978.30 million to Rs 12,104.90 million, corresponding to the reduction in issue expenses. The table below presents the revised cost of each object:

Object of Issue: Original Cost (Rs. million) Revised Cost (Rs. million) Cloud infrastructure investment (via MTPL): 13,900.00 13,900.00 Salaries – ML/AI & technology teams (via MTPL): 4,800.00 4,800.00 Marketing and brand initiatives (via MTPL): 10,200.00 10,200.00 Inorganic growth, acquisitions & GCP: 11,978.30 12,104.90 Sub-total: 40,878.30 41,004.90 Issue Expenses: 1,621.70 1,495.10 Total: 42,500.00 42,500.00

During the quarter ended March 31, 2026, a total of Rs 3,375.27 million was utilised across the objects. The cumulative utilisation at the end of the quarter stood at Rs 3,748.52 million, leaving Rs 38,751.48 million unutilised. The progress in fund deployment is detailed below:

Object of Issue: Proposed Amount (Rs. million) Utilised During Quarter (Rs. million) Cumulative at End of Quarter (Rs. million) Unutilised (Rs. million) Cloud infrastructure (via MTPL): 13,900.00 1,185.95 1,185.95 12,714.05 Salaries – ML/AI & technology teams (via MTPL): 4,800.00 258.69 258.69 4,541.31 Marketing and brand initiatives (via MTPL): 10,200.00 1,228.00 1,228.00 8,972.00 Inorganic growth, acquisitions & GCP: 12,104.90 Nil Nil 12,104.90 Sub-total: 41,004.90 2,672.64 2,672.64 38,332.26 Issue Expenses: 1,495.10 702.63 1,075.88 419.22 Total: 42,500.00 3,375.27 3,748.52 38,751.48

Proceeds towards cloud infrastructure were utilised for availing cloud infrastructure-related services, salary proceeds were deployed for payment of salaries, and marketing proceeds were directed towards advertisement expenses. Issue expenses were utilised towards BRLM fees and other IPO-related costs. No utilisation was recorded for inorganic growth, acquisitions, and GCP during the reported quarter.

Deployment of Unutilised Proceeds

The unutilised proceeds of Rs 38,751.48 million have been deployed across fixed deposits with Kotak Bank, RBL Bank, and Axis Bank, as well as balances maintained in monitoring and current accounts. The total market value of these instruments as on March 31, 2026, stood at Rs 39,512.64 million, with earnings of Rs 761.16 million recorded on the deployed amounts. The fixed deposits carry returns ranging from 6.00% to 6.70%, with maturity dates extending up to March 31, 2028.

Compliance and Monitoring Agency Observations

CRISIL Ratings Limited, acting as the Monitoring Agency pursuant to the Monitoring Agency Agreement dated November 21, 2025, confirmed that all utilisation during the quarter ended March 31, 2026, was in accordance with the disclosures in the Offer Document (Prospectus dated December 05, 2025). The monitoring agency's findings are summarised below:

Deviation from objects: Not applicable

Shareholder approval for material deviation: Not applicable — no deviation observed

Change in means of finance: No

Major deviation from earlier monitoring agency reports: No

Delay in implementation: Not applicable

General Corporate Purpose utilisation during the quarter: Nil

The report was prepared on the basis of a management undertaking and a statutory auditor certificate dated April 29, 2026, issued by M/s S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number: 101049W/E300004), Statutory Auditors of the company. The report was signed by Shounak Chakravarty, Director, Ratings (LCG), on behalf of CRISIL Ratings Limited. The company's promoters are Mr. Vidit Aatrey and Mr. Sanjeev Kumar, and the company operates in the E-Retail / E-Commerce sector.

The Board of Directors of Meesho Limited convened on May 06, 2026, and approved the audited standalone and consolidated financial results for the quarter and financial year ended March 31, 2026. The meeting commenced at 1:00 p.m. (IST) and concluded at 4:45 p.m. (IST). The statutory auditors, M/s S.R. Batliboi & Associates, LLP, issued an unmodified opinion on the financial statements. The company has also flagged increased uncertainty in the macroeconomic environment leading into FY27.

Consolidated Financial Performance

Meesho reported a significant rise in consolidated revenue from operations for FY26, reflecting strong growth in its marketplace business. On a year-on-year basis, Q4 revenue grew to ₹35,312.12 million from ₹23,999.75 million, while the Q4 net loss narrowed sharply to ₹1,663.45 million from ₹13,913.81 million in the same period last year. The net loss for the full year narrowed considerably compared to the previous fiscal year. The following table summarises the key consolidated financial metrics:

Metric: Q4 FY26 (Audited) Q3 FY26 (Unaudited) Q4 FY25 (Unaudited) FY26 (Audited) FY25 (Audited) Revenue from Operations (₹ million): 35,312.12 35,175.98 23,999.75 1,26,263.48 93,899.03 Other Income (₹ million): 1,157.70 788.16 1,266.43 4,727.13 5,109.98 Total Income (₹ million): 36,469.82 35,964.14 25,266.18 1,30,990.61 99,009.01 Total Expenses (₹ million): 38,070.67 40,712.97 26,368.30 1,41,672.43 1,00,093.30 Net Loss (₹ million): (1,663.45) (4,906.75) (13,913.81) (13,577.38) (39,417.05) Basic EPS (₹): (0.36) (1.14) (3.39) (3.11) (9.98)

The consolidated net loss for FY26 stood at ₹13,577.38 million, a significant reduction from ₹39,417.05 million in FY25. Total comprehensive loss for the year was ₹13,607.01 million against ₹39,453.60 million in the prior year. Loss before tax for FY26 was ₹12,092.73 million, compared to ₹14,548.63 million in FY25, with exceptional items of ₹1,410.91 million recorded during the year, primarily comprising expenses towards business combination (₹1,024.68 million) and a full and final settlement in respect of a vendor dispute (₹386.23 million).

Consolidated Balance Sheet Highlights

The consolidated balance sheet as at March 31, 2026 reflects a materially strengthened equity position following the IPO and CCPS conversion. Key balance sheet metrics are presented below:

Parameter: March 31, 2026 (Audited) March 31, 2025 (Audited) Total Assets (₹ million): 79,067.46 72,260.87 Total Equity (₹ million): 43,863.72 14,455.18 Equity Share Capital (₹ million): 4,564.06 272.00 Other Equity (₹ million): 39,299.66 10,475.08 Total Non-Current Assets (₹ million): 25,351.16 4,387.56 Total Current Assets (₹ million): 53,716.30 67,873.31 Total Non-Current Liabilities (₹ million): 626.43 636.10 Total Current Liabilities (₹ million): 34,577.31 57,169.59 Cash and Cash Equivalents (₹ million): 6,203.72 1,470.58

Consolidated Cash Flow Summary

For FY26, net cash used in operating activities was ₹38,753.36 million, compared to net cash from operating activities of ₹5,393.70 million in FY25, primarily driven by income taxes paid (net of refund) of ₹27,804.75 million. Net cash from investing activities was ₹2,472.71 million versus net cash used of ₹26,352.50 million in FY25. Net cash from financing activities was ₹41,014.44 million, supported by proceeds from issue of share capital (including securities premium) of ₹42,505.56 million. Cash and cash equivalents at the end of the year stood at ₹6,203.72 million, up from ₹1,470.58 million at the beginning of the year.

Segment-Wise Performance

The Group operates under two identified segments: Marketplace and New Initiatives. The Marketplace segment contributed ₹1,26,141.81 million in revenue for FY26, compared to ₹93,858.74 million in FY25. The New Initiatives segment contributed ₹121.67 million in FY26, up from ₹40.29 million in FY25. The Marketplace segment's principal activities include the marketplace for sellers and buyers, display of ads, logistics business, and content commerce. New Initiatives covers a low-cost local logistics network for daily essentials, digital financial services, and AI services.

Segment: FY26 Revenue (₹ million) FY25 Revenue (₹ million) FY26 Segment Result (₹ million) FY25 Segment Result (₹ million) Marketplace: 1,26,141.81 93,858.74 (11,778.27) (1,165.65) New Initiatives: 121.67 40.29 (702.39) (528.59) Total: 1,26,263.48 93,899.03 (12,480.66) (2,095.24)

Standalone Financial Highlights

On a standalone basis, Meesho reported revenue from operations of ₹63,809.23 million for FY26, compared to ₹93,175.47 million in FY25. The results include a significant exceptional item—a gain on demerger of ₹2,64,790.20 million—arising from the transfer of grocery and e-commerce undertakings to wholly owned subsidiaries Meesho Technologies Private Limited (MTPL) and Meesho Grocery Private Limited (MGPL) with effect from June 01, 2025. As consideration for the demerger, MTPL and MGPL issued equity shares and Compulsorily Convertible Preference Shares (CCPS) to the Company, recognised at fair value. The Company also recognised interest income on CCPS amounting to ₹10,852.88 million from the date of issuance up to March 31, 2026. Key standalone metrics are summarised below:

Metric: Q4 FY26 (Audited) Q3 FY26 (Unaudited) Q4 FY25 (Unaudited) FY26 (Audited) FY25 (Audited) Revenue from Operations (₹ million): 13,790.25 15,788.85 23,992.51 63,809.23 93,175.47 Total Income (₹ million): 17,526.50 23,846.56 25,265.37 78,057.43 98,190.37 Total Expenses (₹ million): 14,267.58 16,353.30 26,317.02 67,027.12 99,335.33 Profit/(Loss) for the Year (₹ million): 3,196.32 7,335.34 (13,836.12) 2,73,311.18 (38,833.93) Basic EPS (₹): 0.69 1.71 (3.37) 62.51 (9.83)

Consequently, standalone profit before tax for FY26 was ₹2,74,795.83 million, and net profit was ₹2,73,311.18 million. The standalone balance sheet as at March 31, 2026 reflects total assets of ₹3,44,181.41 million (versus ₹72,582.46 million as at March 31, 2025) and total equity of ₹3,31,541.98 million (versus ₹15,165.53 million), driven primarily by the recognition of investments in subsidiaries at fair value following the demerger.

Demerger — Net Assets Transferred

The carrying value of net assets transferred and consideration received in the demerger are detailed below:

Particulars: MTPL (₹ million) MGPL (₹ million) Total (₹ million) Net Assets Transferred (A): 586.83 560.41 1,147.24 Fair Value of Equity Shares: 72,671.57 3,993.96 76,665.53 Fair Value of CCPS: 1,85,952.32 3,319.59 1,89,271.91 Total Consideration Received (B): 2,58,623.89 7,313.55 2,65,937.44 Gain on Demerger: 2,58,037.06 6,753.14 2,64,790.20

Investment in Meesho Payments Private Limited

The Board approved a further investment of up to ₹100 Crores in Meesho Payments Private Limited (MPPL), a wholly owned subsidiary and Lending Service Provider. The investment will be made by subscribing to a rights issue or further issue of capital in one or more tranches, with the transaction to be completed on or before July 30, 2026. The consideration will be in cash. Meesho currently holds 99.99% of the equity share capital of MPPL. Key details of MPPL are presented below:

Parameter: Details Entity Type: Lending Service Provider (LSP) Date of Incorporation: April 25, 2019 Investment Amount: Up to ₹100 Crores (cash, one or more tranches) Completion Deadline: On or before July 30, 2026 Meesho's Current Shareholding: 99.99% FY26 Turnover: ₹1,104.65 lakhs FY26 Net Loss: ₹2,471.67 lakhs

MPPL is engaged in partnering with various regulated financial institutions to facilitate credit to buyers and sellers registered on the Meesho platform. Its turnover has grown from ₹19.95 lakhs in FY24 to ₹235.61 lakhs in FY25 and ₹1,104.65 lakhs in FY26. As MPPL is a subsidiary and a related party, the subscription qualifies as a related party transaction. No governmental or regulatory approvals are required for the acquisition.

Macroeconomic Outlook

Meesho has flagged increased uncertainty in the macroeconomic environment leading into FY27. The company's acknowledgment of these headwinds comes as it transitions into the next fiscal year following a period of significant operational and structural changes, including its IPO, internal demerger, and logistics reorganisation.

Key Corporate Developments

During FY26, Meesho completed its Initial Public Offering (IPO) of 488,396,721 equity shares of face value of ₹1 each at an issue price of ₹111 per share (including a share premium of ₹110 per share). The issue comprised a fresh issue of 382,882,882 equity shares aggregating to ₹42,500.00 million and an offer for sale of 105,513,839 equity shares by selling shareholders aggregating to ₹11,712.04 million. The Company's equity shares were listed on the National Stock Exchange of India Limited and BSE Limited on December 10, 2025. The Board also approved a bonus issue in the ratio of 47.2509 equity shares for every 1 equity share held, and 2,182,749,485 CCPS were converted into equity shares in the ratio of 1:1. Additionally, Valmo Transportation Private Limited was incorporated as a wholly owned subsidiary to house the logistics business, and an internal reorganisation was approved on March 31, 2026 to streamline logistics operations across the Group. During the quarter ended March 31, 2026, 50,924,196 equity shares were allotted upon exercise of vested options under the Employee Stock Option Plan, 2024. The Company also noted a tax demand of ₹14,997.38 million for AY 2023-24, against which it has filed a rectification request and an appeal before the National Faceless Appeal Centre, Delhi. A similar demand of ₹5,720.69 million for AY 2022-23 is subject to an interim stay granted by the Hon'ble High Court of Karnataka.